Exhibit 10.2
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Name of Employee (“Employee”)
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ENTEGRIS, INC.
2009 Stock Option Award
Agreement
In consideration of services
rendered by Employee to Entegris, Inc. (the “Company”)
the undersigned Employee: (i) acknowledges that Employee has
received an equity incentive award (the “Award”) under
the Entegris, Inc. 1999 Long-Term Incentive and Stock Option Plan
(the “Plan”), consisting of a stock option grant
subject to the terms and conditions specified in Article I below.
The Employee further agrees with the Company that the Award is also
subject to the terms and conditions set forth in Article II
below:
A RTICLE I—S TOCK O PTION G RANT
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1.1.
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Option
Grant . Effective
February , 2009 (the “Grant
Date”) the Company hereby grants Employee a non-qualified
option to purchase
shares of Stock (“Option”). The Option is not intended
to be an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”)
and will be interpreted accordingly.
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1.2.
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Option
Exercise Price . The
exercise price of the Option shall be 100% of the closing price of
the Stock on the NASDAQ stock market on the Grant Date ($
0.00 per share).
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1.3.
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Option
Vesting Schedule .
This Option shall vest and become exercisable, except as
hereinafter provided, in whole or in part, at any time and from
time to time as follows:
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Ø
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1/3 on and
after February 19, 2010;
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Ø
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an additional
1/3 on and after February 19, 2011; and
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Ø
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the final 1/3
on and after February 19, 2012.
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In the event that any of the above
vesting dates falls on a day that the Company is not open for
business, then vesting of the applicable portion shall occur on the
next succeeding day that the Company is open for
business.
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1.4.
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Expiration of Option . To the extent that the Option shall not have
been exercised, this Option shall expire at 5:00 p.m. local time at
the Company’s headquarters on February 19, 2016
and no part of the Option may be exercised thereafter. If an
expiration, termination or forfeiture date described herein falls
on a weekday, Employee must exercise Employee’s Option before
5:00 p.m. local time at the Company’s headquarters on that
date. If an expiration, termination or forfeiture date described
herein falls on a weekend or any other day on which the NASDAQ
stock market is not open, Employee must exercise the Options before
5:00 p.m. local time at the Company’s headquarters on the
last NASDAQ business day prior to the expiration, termination or
forfeiture date.
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1.5.
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Exercise of
Option . When and as
vested, this Option may be exercised up to the number of shares of
Stock specified in Section 1.1 above only by serving written
notice on the designated stock plan administrator. Payment of the
Option exercise price specified in Section 1.2 above may be
made by: (a) payment in cash; (b)
arrangement with the Company’s stock plan administrator
which is acceptable to the Company where payment of the Option
exercise price is made pursuant to an irrevocable direction to the
broker to deliver all or part of the proceeds from the sale of the
shares of the Stock issuable under the Option to the Company;
(c) exchange of previously owned shares of Stock,
valued at fair market value on the day of exercise as provided in
the Plan; (d) delivery of
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any other lawful consideration
approved in advance by the Administrator specified in the Plan or
its delegate, or (e) any combination of the foregoing.
Fractional shares may not be exercised. Employee will have the
rights of a stockholder only after the shares of Stock have been
issued to Employee in accordance with this Agreement.
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1.6.
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No
Assignment of Option . This Option may not be assigned or transferred
except as may otherwise be provided by the terms of this
Agreement.
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1.7.
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Basic
Adjustments for Changes in Capital Structure
. The Administrator shall make
adjustments from time to time in the number of shares of Stock
covered by the Option as specified in Section 1.1 above in
such reasonable manner as the Administrator may determine to
reflect any increase or decrease in the number of issued shares of
Stock of the Company resulting from a subdivision or consolidation
of shares or any other capital adjustment, the payment of stock
dividends or other increases or decreases in such Stock effected
without receipt of consideration by the Company.
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1.8.
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Termination of Employment with the
Company . All
exercisable Options granted herein must be exercised within ninety
(90) days following the date on which the employment of
Employee with the Company or one of its subsidiaries terminates
(i.e., last day worked, excluding any severance period)
(“Termination Date”), or be forfeited, except as
provided in Section 2.3 below and as follows:
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(a)
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In the event of
Employee’s death during employment, each Option granted
hereunder will be exercisable, whether or not vested on the date of
Employee’s death, until the earlier of: (1) the
first anniversary of Employee’s date of death; or
(2) the original expiration date of the option. In the
event of Employee’s death during a Special Exercise Period as
specified in Section 2.3 below, each Option will continue to
be exercisable in accordance with the provisions of that
Section.
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(b)
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In the event of
the termination of employment of Employee due to Disablement,
Employee may exercise the Option, to the extent not previously
exercised and whether or not the option had vested on or prior to
the date of
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