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EXHIBIT 10.3
A MENDMENT N UMBER T HREE
T O
E NTEGRIS , I NC .
1999 L ONG T ERM I NCENTIVE
AND S TOCK O PTION P LAN
W HEREAS ,
the Company and its shareholders previously approved the Entegris,
Inc. 1999 Long Term Incentive and Stock Option Plan (the
“Plan”); and
W HEREAS , in
order to qualify stock options, stock appreciation rights and
performance share awards under the Plan to qualify as
performance-based for the purposes of Section 162(m) of the
Internal Revenue Code (“Section 162(m)”) the Company is
desirous of amending the Plan to include new provisions designed to
assure that such awards qualify as performance-based for the
purposes of Section 162(m).
N OW T
HEREFORE , the Plan is hereby amended to add the
following provisions:
1. A new Subsection 2.3 is added as
follows:
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“2.3
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The maximum
number of shares of Stock for which Stock Options may be granted to
any person in any calendar year, the maximum number of shares of
Stock subject to SARs granted to any person in any calendar year,
the maximum number of shares of Stock subject to performance share
awards granted to any person in any calendar year and the aggregate
maximum number of shares of Stock subject to other Awards that may
be delivered to any person in any calendar year shall each be
1,000,000. For purposes of the preceding sentence, the repricing of
a Stock Option or SAR shall be treated as a new grant to the extent
required under Section 162(m). Subject to these limitations,
each person eligible to participate in the Plan shall be eligible
in any year to receive Awards covering up to the full number of
shares of Stock then available for Awards under the Plan. No more
than $1,000,000 may be paid to any individual with respect to any
Cash Performance Award. In applying the limitation of the preceding
sentence: (A) multiple Cash Performance Awards to the
same individual that are determined by reference to performance
periods of one year or less ending with or within the same fiscal
year of the Company shall be subject in the aggregate to one limit
of such amount, and (B) multiple Cash Performance Awards to
the same individual that are determined by reference to one or more
multi-year performance periods ending in the same fiscal year of
the Company shall be subject in the aggregate to a separate limit
of such amount. With respect to any Performance Award other than a
Cash Performance Award or a Stock Option or SAR, the maximum Award
opportunity shall be 1,000,000 shares of Stock or their equivalent
value in cash, subject to the limitations specified
herein.”
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2. A new Subsection 10.3 is added as
follows:
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“
10.3
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This Section 10.3 applies to
any perform
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