Entegris Inc 10-Q for FY2025 Q2
Entegris Inc (ENTG)
10-Q
2025-07-30
For: 2025-06-28
View Original
Added on
April 09, 2026
About this 10-Q
Entegris Inc filed this 10-Q on July 30, 2025, covering the quarter ended June 28, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 28, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $792.4M
- down 2.5% from $812.7M a year earlier
- Net income
- $52.8M
- down 22.0% from net income of $67.7M a year earlier
- Diluted EPS
- $0.35
- down 22.2% from $0.45 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________
FORM 10-Q
______________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 28, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number: 001-32598
 | ||
_______________________________________
Entegris, Inc.
(Exact name of registrant as specified in its charter)
_________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(978 ) 436-6500
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
_______________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ý | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | |||||||||||||||
| Emerging growth company | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
As of July 28, 2025, there were 151.6 million shares of the registrant’s common stock outstanding.
ENTEGRIS, INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
FOR THE QUARTER ENDED June 28, 2025
| Description | Page | ||||
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | |||||
2
Cautionary Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based on current management expectations and assumptions only as of the date of this Quarterly Report. They are not guarantees of future performance and they involve substantial risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements.
These risks and uncertainties include, but are not limited to, fluctuations in the demand for semiconductors and the overall volume of semiconductor manufacturing; the impact of global economic uncertainty, including financial market volatility, which may cause or exacerbate negative trends in consumer spending, inflationary pressures and interest rate fluctuations, economic recessions, national debt and bank failures, which may limit our ability to access cash; raw material shortages, supply and labor constraints, and price increases; fluctuations in the Company’s revenues and operating results and their impact on the Company’s stock price; supply chain interruptions and the Company’s dependence on sole, single and limited source suppliers; risks related to the Company’s international operations, including challenges in hiring and integrating workers in different countries, maintaining appropriate business practices across the varied jurisdictions in which we operate, and engaging and managing global, regional and local third-party service providers; the impact of regional and global instabilities, hostilities and geopolitical uncertainty, including, but not limited to, the ongoing conflicts between Ukraine and Russia, between Israel and Hamas and other conflicts in the Middle East, as well as the global responses thereto; export controls, economic sanctions, and similar restrictions; tariffs, additional taxes, and other protectionist measures resulting from international trade disputes, strained international relations, and changes in foreign and national security policy; the concentration and consolidation of the Company’s customer base; the Company’s ability to meet rapid demand shifts; the Company’s ability to continue technological innovation and to introduce new products to meet customers’ rapidly changing requirements; manufacturing and other operational disruptions or delays; IT system failures, network disruptions, and cybersecurity risks; the risks associated with the use and manufacture of hazardous materials; goodwill impairment; challenges in attracting and retaining qualified personnel; the Company’s ability to protect and enforce intellectual property rights; the Company’s environmental, social, and governance commitments; legal and regulatory risks, including changes in laws and regulations related to the environment, health and safety, accounting standards, and corporate governance, across the jurisdictions in which the Company operates; changes in taxation or adverse tax rulings; the ability to obtain government incentives and the possibility that competitors will benefit from government incentives for which the Company does not qualify; the amount and consequences of the Company’s indebtedness, its ability to repay its debt and to obtain future financing, and the Company’s obligations under its current outstanding credit facilities; volatility in the Company’s stock price; the payment of cash dividends and the adoption of future share repurchase programs; the Company’s ability to effectively implement any organizational changes; substantial competition; the Company’s ability to identify, complete and integrate acquisitions, joint ventures, divestitures or other similar transactions; the impacts of climate change; and other matters. These risks and uncertainties also include, but are not limited to, the risk factors and additional information described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2025, including under the heading “Risk Factors” in Item 1A, and in the Company’s other periodic filings with the SEC. Except as required under the federal securities laws and the rules and regulations of the SEC, the Company undertakes no obligation to update publicly any forward-looking statements or information contained herein, which speak as of their respective dates.
3
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
ENTEGRIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (In millions, except per share data) | June 28, 2025 | December 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Trade accounts and notes receivable, net of allowance for credit losses of $ | |||||||||||
| Inventories, net | |||||||||||
| Deferred tax charges and refundable income taxes | |||||||||||
| Assets held-for-sale | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Right-of-use assets - Operating lease | |||||||||||
| Right-of-use assets - Finance lease | |||||||||||
| Goodwill | |||||||||||
Intangible assets, net of accumulated amortization of $ | |||||||||||
| Deferred tax assets and other noncurrent tax assets | |||||||||||
| Other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued payroll and related benefits | |||||||||||
| Accrued interest payable | |||||||||||
| Liabilities held-for-sale | |||||||||||
| Other accrued liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Total current liabilities | |||||||||||
Long-term debt, net of unamortized discount and debt issuance costs of $ | |||||||||||
| Pension benefit obligations and other liabilities | |||||||||||
| Deferred tax liabilities and other noncurrent tax liabilities | |||||||||||
| Long term lease liability - Operating lease | |||||||||||
| Long term lease liability - Finance lease | |||||||||||
| Equity: | |||||||||||
Preferred stock, par value $ | |||||||||||
Common stock, par value $ | |||||||||||
Treasury stock, at cost: | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See the accompanying notes to condensed consolidated financial statements.
4
ENTEGRIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended | Six months ended | ||||||||||||||||||||||
| (In millions, except per share data) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Engineering, research and development expenses | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Other (income) expense, net | ( | ||||||||||||||||||||||
| Income before income tax expense | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Equity in net loss of affiliates | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic earnings per common share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per common share | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See the accompanying notes to condensed consolidated financial statements.
5
ENTEGRIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three months ended | Six months ended | ||||||||||||||||||||||
| (In millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Defined benefit pension adjustments | ( | ( | |||||||||||||||||||||
Interest rate swap - cash flow hedge, change in fair value - loss, net of tax benefit of $ | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See the accompanying notes to condensed consolidated financial statements.
6
ENTEGRIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
| (In millions, except per share data) | Common shares issued | Treasury shares | Common shares outstanding | Common stock | Treasury stock | Additional paid-in capital | Retained earnings | Foreign currency translation adjustments | Defined benefit pension adjustments | Interest rate swap - cash flow hedge | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | ( | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under stock plans | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swap - cash flow hedge | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pension liability adjustment | — | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 30, 2024 | ( | $ | $ | ( | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under stock plans | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swap - cash flow hedge | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 29, 2024 | ( | $ | $ | ( | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions, except per share data) | Common shares issued | Treasury shares | Common shares outstanding | Common stock | Treasury stock | Additional paid-in capital | Retained earnings | Foreign currency translation adjustments | Defined benefit pension adjustments | Interest rate swap - cash flow hedge | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | ( | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under stock plans | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swap - cash flow hedge | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pension liability adjustment | — | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 29, 2025 | ( | $ | $ | ( | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under stock plans | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swap - cash flow hedge | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 28, 2025 | ( | $ | $ | ( | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
7
ENTEGRIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six months ended | |||||||||||
| (In millions) | June 28, 2025 | June 29, 2024 | |||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Share-based compensation expense | |||||||||||
| Provision for deferred income taxes | ( | ( | |||||||||
| Loss on extinguishment of debt | |||||||||||
| Gain from sale of businesses | ( | ||||||||||
| Charge for excess and obsolete inventory | |||||||||||
Impairment of long-lived assets | |||||||||||
| Amortization of debt issuance costs and original issuance discounts | |||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Trade accounts and notes receivable | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Other current assets | |||||||||||
| Income taxes payable and refundable income taxes | ( | ( | |||||||||
| Other | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Acquisition of property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of business, net | |||||||||||
| Other | ( | ( | |||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Financing activities: | |||||||||||
| Proceeds from revolving credit facility | |||||||||||
| Payments of revolving credit facility | ( | ( | |||||||||
| Proceeds from long-term debt | |||||||||||
| Payments of long-term debt | ( | ||||||||||
| Payments for dividends | ( | ( | |||||||||
| Issuance of common stock | |||||||||||
| Taxes paid related to net share settlement of equity awards | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See the accompanying notes to condensed consolidated financial statements.
8
ENTEGRIS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
| Supplemental Cash Flow Information | Six months ended | ||||||||||
| (In millions) | June 28, 2025 | June 29, 2024 | |||||||||
| Non-cash transactions: | |||||||||||
| Equipment purchases in accounts payable | $ | $ | |||||||||
| Due from buyer on sale of business | |||||||||||
| Dividend payable | |||||||||||
| Schedule of interest and income taxes paid: | |||||||||||
| Interest paid, net of capitalized interest | |||||||||||
| Income taxes paid, net of refunds received | |||||||||||
See the accompanying notes to condensed consolidated financial statements.
9
ENTEGRIS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations Entegris, Inc. (“Entegris”, the “Company”, “us”, “we”, or “our”) is a leading supplier of critical advanced materials and process solutions for the semiconductor and other high-technology industries.
Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany profits, transactions and balances have been eliminated in consolidation.
Use of Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, particularly receivables, inventories, property, plant and equipment, right-of-use assets, goodwill, intangibles, accrued expenses, short-term and long-term lease liabilities, income taxes and related accounts, and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates.
Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and contain all adjustments considered necessary, and are of a normal recurring nature, to present fairly the Company’s financial position as of June 28, 2025 and December 31, 2024, the results of operations and comprehensive income for the three and six months ended June 28, 2025 and June 29, 2024, the equity statements as of and for the three and six months ended June 28, 2025 and June 29, 2024, and cash flows for the six months ended June 28, 2025 and June 29, 2024.
Recently Adopted Accounting Pronouncements The Company currently has no material recently adopted accounting pronouncements.
Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The amendments should be applied on a prospective basis; however, retrospective application is permitted. The updated standard is effective for our annual reporting periods beginning in fiscal year 2025, with early adoption permitted. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. Prospective or retrospective application of the amendments in this ASU is permitted. The updated standard is effective for our annual reporting periods beginning in fiscal year 2027 and interim reporting periods beginning in the first quarter of fiscal year 2028, with early adoption permitted. We are currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures.
10
2. REVENUES
The following table provides information about disaggregated net sales by customer category:
| Three months ended | Six months ended | |||||||||||||||||||||||||
| (In millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||||
| Semiconductor: | ||||||||||||||||||||||||||
| Fabs | $ | $ | $ | $ | ||||||||||||||||||||||
| Equipment and Engineering | ||||||||||||||||||||||||||
| Chemical and Materials | ||||||||||||||||||||||||||
| Semi Distributor and Other | ||||||||||||||||||||||||||
| Non-Semi | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
The following table provides information about current contract liabilities from contracts with customers. The contract liabilities are included in Other accrued liabilities in the condensed consolidated balance sheets.
| (In millions) | June 28, 2025 | June 29, 2024 | |||||||||
| Balance at beginning of period | $ | $ | |||||||||
| Revenue recognized that was included in the contract liability balance at the beginning of the period | ( | ( | |||||||||
Increases due to cash received, excluding amounts recognized as revenue during the period | |||||||||||
| Balance at end of period | $ | $ | |||||||||
3. LONG-LIVED ASSET IMPAIRMENT
The Company recorded an impairment charge of $13.0 million related to the long-lived assets of a small, industrial specialty chemicals business that reports within the Materials Solutions (“MS”) segment due to a change in the fair value of the reporting unit for the three months ended March 30, 2024. The impairment is classified as Selling, general and administrative expenses in the Company’s condensed consolidated statements of operations. No further impairment charge was recorded during the three and six months ended June 28, 2025. The fair value of the reporting unit was determined using a market-based approach. We consider this a Level 3 measurement in the fair value hierarchy. This business remains classified as an asset held-for-sale as of June 28, 2025. See Note 4 for further discussion.
4. ASSETS HELD-FOR-SALE AND DIVESTITURE
Assets Held-For-Sale - Other
During the fourth quarter of 2023, the Company began the process to sell a small, industrial specialty chemicals business that reports within the MS segment. The related assets and liabilities of the business were classified as held-for-sale in the Company’s condensed consolidated balance sheets and measured at the lower of their carrying amount or fair value less cost to sell. The assets and liabilities continue to be marketed for sale and are classified as held-for-sale at June 28, 2025.
The proposed disposition of the business did not, and as of June 28, 2025, does not meet the criteria to be classified as a discontinued operation in the Company’s financial statements since the proposed disposition does not represent a strategic shift that had, or is expected to have, a major effect on the Company’s operations and financial results.
Assets held-for-sale and liabilities held-for-sale recorded on the balance sheet were $4.8 million and $0.9 million, respectively, as of June 28, 2025. The loss before income taxes attributable to the business was not significant for the three and six months ended June 28, 2025 and June 29, 2024, except for the impairment charge of $13.0 million as noted in Note 3 for the six months ended June 29, 2024.
11
Divestiture - Pipeline and Industrial Materials
During the first fiscal quarter of 2024, the Company completed the sale of its Pipeline and Industrial Materials (“PIM”) business, which became part of the Company with the acquisition of CMC Materials, to SCF Partners, Inc. The PIM business specializes in the manufacture and sale of drag reducing agents and a range of valve maintenance products and services for the oil and gas industry, and reported into the MS segment of the Company.
The Company received gross cash proceeds of $263.2 million, or net proceeds of $256.2 million, and may receive up to $25.0 million in cash earn-out payments contingent upon the performance of the PIM business in 2025 and 2026. The carrying amount of net assets associated with the PIM business was approximately $252.8 million. As a result of the sale of the PIM business, the Company recognized a pre-tax loss (gain) of $0.5 million and of $(4.3 ) million, inclusive of a $1.0 million gain reclassified from Accumulated other comprehensive loss for foreign currency translation, presented in Selling, general and administrative expenses in the condensed consolidated statements of operations for the three and six months ended June 29, 2024. The Company recorded an income tax (benefit) expense associated with the PIM divestiture of approximately $(0.1 ) million and $1.0 million for the three and six months ended June 29, 2024.
The disposition of the PIM business did not meet the criteria to be classified as a discontinued operation in the Company’s financial statements since the disposition did not represent a strategic shift that had, or will have, a major effect on the Company’s operations and financial results.
5. INVENTORIES
Inventories consisted of the following:
| (In millions) | June 28, 2025 | December 31, 2024 | |||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
Finished goods (1) | |||||||||||
| Total inventories, net | $ | $ | |||||||||
(1) Includes consignment inventories held by customers of $28.0 million and $24.0 million at June 28, 2025 and December 31, 2024, respectively.
6. GOODWILL AND INTANGIBLE ASSETS
As described in Note 12, the Company realigned its segments in the fourth fiscal quarter of 2024. The Company combined its previous segments, Advanced Materials Handling and Microcontamination Control, into the new Advanced Purity Solutions (“APS”) segment. All prior periods have been recast to reflect the change.
Goodwill activity for each of the Company’s reportable segments, MS and APS, was as follows at June 28, 2025 and December 31, 2024:
| (In millions) | MS | APS | Total | ||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | ||||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||||
| June 28, 2025 | $ | $ | $ | ||||||||||||||||||||
Identifiable intangible assets at June 28, 2025 and December 31, 2024 consisted of the following:
| June 28, 2025 | |||||||||||||||||
| (In millions) | Gross carrying amount | Accumulated amortization | Net carrying value | ||||||||||||||
| Developed technology | $ | $ | $ | ||||||||||||||
| Trademarks and trade names | |||||||||||||||||
| Customer relationships | |||||||||||||||||
In-process research and development (1) | |||||||||||||||||
| Other | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
12
| December 31, 2024 | |||||||||||||||||
| (In millions) | Gross carrying amount | Accumulated amortization | Net carrying value | ||||||||||||||
| Developed technology | $ | $ | $ | ||||||||||||||
| Trademarks and trade names | |||||||||||||||||
| Customer relationships | |||||||||||||||||
In-process research and development (1) | |||||||||||||||||
| Other | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
(1) Intangible assets acquired in a business combination that are in-process and used in research and development activities are considered indefinite-lived until the completion or abandonment of the research and development efforts. Once the research and development efforts are completed, we move the asset to developed technology, determine the useful life and begin amortizing the assets.
Future amortization expense relating to intangible assets currently recorded in the Company’s condensed consolidated balance sheets is estimated to be the following at June 28, 2025:
| (In millions) | Remaining 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | ||||||||||||||||||||||||||||||||||
| Future amortization expense | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
7. DEBT
The Company’s debt as of June 28, 2025 and December 31, 2024 consisted of the following:
| (In millions) | June 28, 2025 | December 31, 2024 | |||||||||
Senior secured term loans B due 2029 at | $ | $ | |||||||||
Senior secured notes due 2029 at | |||||||||||
Senior unsecured notes due 2030 at | |||||||||||
Senior unsecured notes due 2029 at | |||||||||||
Senior unsecured notes due 2028 at | |||||||||||
Revolving facility due 2027 (2) | |||||||||||
| Total debt (par value) | |||||||||||
| Less: Unamortized discount and debt issuance costs | ( | ( | |||||||||
| Total debt, net | |||||||||||
| Less: Current portion of long-term debt | ( | ||||||||||
| Total long-term debt, net | $ | $ | |||||||||
Annual maturities of long-term debt, excluding unamortized discount and debt issuance costs, due as of June 28, 2025 were as follows:
| (In millions) | Remaining 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | ||||||||||||||||||||||||||||||||||
Long-term debt obligation maturities* | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
* Senior secured term loans B subject to Excess Cash Flow payments to the lenders.
(1) The Company entered into a floating-to-fixed swap contract on its variable rate debt under our senior secured term loan facility due 2029 (the “Term Loan Facility”). The effective interest rate after consideration of this floating-to-fixed swap contract was 4.71 %. Refer to Note 9 for a description of our interest rate swap contract.
(2) Our senior secured revolving credit facility due 2027 (the “Revolving Facility”) bears interest at a rate per annum equal to, at the Company’s option, either (i) SOFR, plus an applicable margin of 1.75 %, or (ii) a base rate plus an applicable margin of 0.75 %. The Revolving Facility has commitments of $575.0 million. There were no borrowings outstanding under the Revolving Facility as of June 28, 2025 and December 31, 2024.
13
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company is required to record certain assets and liabilities at fair value. The valuation methods used for determining the fair value of these financial instruments by hierarchy are as follows:
Level 1 Cash and cash equivalents consist of various bank accounts used to support our operations and investments in institutional money-market funds that are traded in active markets.
Level 2 Derivative financial instruments include an interest rate swap contract. The fair value of our derivative instruments is estimated using standard valuation models and market-based observable inputs over the contractual term, including the prevailing SOFR-based yield curves for the interest rate swap, and forward rates. The fair value of our debt is estimated based on independent broker/dealer bids or by comparison to other debt securities having similar durations, yields and credit
ratings.
Level 3 No Level 3 financial instruments.
The following table presents financial instruments, other than debt, that we measure at fair value on a recurring basis. See Note 7 to our condensed consolidated financial statements for a discussion of our debt. In instances where the inputs used to measure the fair value of an asset fall into more than one level of the hierarchy, we have classified it based on the lowest level input that is significant to the determination of the fair value.
| Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||||||||||||||
| (In millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||
| Assets: | June 28, 2025 | December 31, 2024 | June 28, 2025 | December 31, 2024 | June 28, 2025 | December 31, 2024 | June 28, 2025 | December 31, 2024 | |||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Derivative financial instruments - interest rate swap - cash flow hedge | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Other Fair Value Disclosures
The estimated fair value and carrying value of our debt as of June 28, 2025 and December 31, 2024 were as follows:
| June 28, 2025 | December 31, 2024 | |||||||||||||||||||
| (In millions) | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||
| Total debt, net | $ | $ | $ | $ | ||||||||||||||||
9. DERIVATIVE INSTRUMENTS
The Company is exposed to various market risks, including risks associated with interest rates and foreign currency exchange rates. One objective of the Company’s risk management program is to mitigate these risks using derivative instruments.
Cash Flow Hedges - Interest Rate Swap Contract
In July 2022, the Company entered into a floating-to-fixed swap agreement on its variable rate debt under our Term Loan Facility. The interest rate swap was designated specifically to the Term Loan Facility and qualifies as a cash flow hedge. The notional amount is scheduled to decrease quarterly and will expire on December 30, 2025. As with cash flow hedges, unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. Unrealized gains and losses are designated as effective or ineffective based on a comparison of the changes in fair value of the interest rate swaps and changes in fair value of the underlying exposures being hedged. The effective portion is recorded as a component of Accumulated other comprehensive loss in the condensed consolidated balance sheets and will be reflected in earnings during the period the hedged transaction effects earnings, while the ineffective portion is recorded as a component of Interest expense in the condensed consolidated statements of operations.
14
Foreign Currency Contracts Not Designated as Hedges
The Company enters into foreign exchange contracts in an effort to mitigate the risks associated with currency fluctuations on certain foreign currency balance sheet exposures. These foreign exchange contracts do not qualify for hedge accounting. The Company recognizes the change in fair value of its foreign currency forward contracts in the condensed consolidated statements of operations.
The notional amounts of our derivative instruments were as follows:
| (In millions) | |||||||||||
| Derivatives designated as hedging instruments: | June 28, 2025 | December 31, 2024 | |||||||||
| Interest rate swap contract - cash flow hedge | $ | $ | |||||||||
The fair values of our derivative instruments included in the condensed consolidated balance sheets were as follows:
| (In millions) | Derivative Assets | |||||||||||||||||||||||||
| Derivatives designated as hedging instruments: | Condensed Consolidated Balance Sheets Location | June 28, 2025 | December 31, 2024 | |||||||||||||||||||||||
| Other current assets | $ | $ | ||||||||||||||||||||||||
The following table summarizes the effects of our derivative instruments on our condensed consolidated statements of operations:
| Loss (gain) recognized in Condensed Consolidated Statements of Operations | |||||||||||||||||||||||
| (In millions) | Three months ended | Six months ended | |||||||||||||||||||||
| Derivatives designated as hedging instruments: | Condensed Consolidated Statements of Operations Location | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||
| Interest rate swap contract - cash flow hedge | Interest expense | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||
The following table summarizes the effects of our derivative instruments on Accumulated other comprehensive loss:
| Loss recognized in Accumulated other comprehensive loss | |||||||||||||||||||||||
| (In millions) | Three months ended | Six months ended | |||||||||||||||||||||
| Derivatives designated as hedging instruments: | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||
| Interest rate swap contract - cash flow hedge | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
We expect approximately $2.6 million to be reclassified from Accumulated other comprehensive loss into Interest expense through December 31, 2025, related to our interest rate swap based on projected rates of the SOFR forward curve as of June 28, 2025.
10. EARNINGS PER COMMON SHARE
Basic earnings per common share (“EPS”) is calculated based on the weighted average number of shares of common stock outstanding during the applicable period. Diluted EPS is calculated based on the weighted average number of shares of common stock outstanding plus potentially dilutive shares of common stock outstanding during the applicable period. The following table presents a reconciliation of the share amounts used in the computation of basic and diluted EPS:
| Three months ended | Six months ended | ||||||||||||||||||||||
| (In millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||
| Basic—weighted average common shares outstanding | |||||||||||||||||||||||
| Weighted average common shares assumed upon exercise of stock options and vesting of restricted common stock | |||||||||||||||||||||||
| Diluted—weighted average common shares and common shares equivalent outstanding | |||||||||||||||||||||||
15
The Company excluded the following shares underlying stock-based awards from the calculations of diluted EPS because their inclusion would have been anti-dilutive for the three and six months ended June 28, 2025 and June 29, 2024:
| Three months ended | Six months ended | ||||||||||||||||||||||
| (In millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||
| Shares excluded from calculations of diluted EPS | |||||||||||||||||||||||
11. OTHER (INCOME) EXPENSE, NET
Other (income) expense, net for the three and six months ended June 28, 2025 and June 29, 2024 consisted of the following:
| Three months ended | Six months ended | ||||||||||||||||||||||
| (In millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||
| (Gain) loss on foreign currency transactions | $ | ( | $ | ||||||||||||||||||||
| Loss on extinguishment of debt and modification | |||||||||||||||||||||||
| Other (income) expense | ( | ( | ( | ||||||||||||||||||||
| Other (income) expense, net | $ | ( | $ | $ | $ | ||||||||||||||||||
12. SEGMENT INFORMATION
In the fourth fiscal quarter of 2024, the Company announced an internal reorganization, combining two complementary divisions into one and realigning its customer facing organization. Our business is now organized and operated in two operating segments as discussed below. All prior periods have been recast to reflect the change. These segments share common business systems and processes, technology centers and technology roadmaps.
•The Materials Solutions segment, or MS, provides materials-based solutions, such as chemical vapor and atomic layer deposition materials, chemical mechanical planarization (“CMP”) slurries and pads, ion implantation specialty gases, formulated etch and clean materials, and other specialty materials that enable our customers to achieve better device performance and faster time to yield, while providing for lower total cost of ownership.
•The Advanced Purity Solutions segment, or APS, offers filtration, purification and contamination-control solutions that improve customers’ yield, device reliability and cost by ensuring the purity of critical liquid chemistries and gases and the cleanliness of wafers and other substrates used throughout semiconductor manufacturing processes, the semiconductor ecosystem and other high-technology industries.
The Company’s method for measuring profitability on a reportable segment basis is segment profit. Segment profit is defined as net sales less direct and indirect segment operating expenses, including certain general and administrative costs for the Company’s human resources, finance and information technology functions. The Company accounts for inter-segment sales and transfers as if the sales or transfers were to third parties. Inter-segment sales are presented as an elimination below. The remaining unallocated expenses consist mainly of the Company’s corporate functions as well as interest expense, interest income, amortization of intangible assets and income tax expense.
The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer. For each of the reportable segments, the CODM uses segment profit (based on each segment’s target model) for determining the allocation of resources (including employees, financial, or capital resources) to the segments to achieve the Company’s strategic plan and to assess the performance of each segment by monitoring actual results against performance targets established in the Company’s annual budget and forecasting process. Total assets by segment are not presented as that information is not used to allocate resources or assess performance at the segment level and is not regularly reviewed by the Company’s CODM.
16
Summarized financial information for the Company’s reportable segments is shown in the following tables for the three and six months ended June 28, 2025 and June 29, 2024:
| Three months ended | |||||||||||||||||||||||
| June 28, 2025 | |||||||||||||||||||||||
| (In millions) | MS | APS | Inter-segment | Total | |||||||||||||||||||
| Net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Segment profit | $ | $ | $ | $ | |||||||||||||||||||
| Three months ended | |||||||||||||||||||||||
| June 29, 2024 | |||||||||||||||||||||||
| (In millions) | MS | APS | Inter-segment | Total | |||||||||||||||||||
| Net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Segment profit | $ | $ | $ | $ | |||||||||||||||||||
| Six months ended | |||||||||||||||||||||||
| June 28, 2025 | |||||||||||||||||||||||
| (In millions) | MS | APS | Inter-segment | Total | |||||||||||||||||||
| Net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Segment profit | $ | $ | $ | $ | |||||||||||||||||||
| Six months ended | |||||||||||||||||||||||
| June 29, 2024 | |||||||||||||||||||||||
| (In millions) | MS | APS | Inter-segment | Total | |||||||||||||||||||
| Net sales | $ | $ | $ | ( | $ | ||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Segment profit | $ | $ | $ | $ | |||||||||||||||||||
The following table reconciles total segment profit to income before income tax expense for the three and six months ended June 28, 2025 and June 29, 2024:
| Three months ended | Six months ended | ||||||||||||||||||||||
| (In millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||
| Total segment profit | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Unallocated general and administrative expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Other (income) expense, net | ( | ||||||||||||||||||||||
| Income before income tax expense | $ | $ | $ | $ | |||||||||||||||||||
17
The following tables summarize depreciation and capital expenditures for the Company’s reportable segments for the three and six months ended June 28, 2025 and June 29, 2024:
| Three months ended | Six months ended | ||||||||||||||||||||||||||||
| (In millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||||||||
| Depreciation: | |||||||||||||||||||||||||||||
| MS | $ | $ | $ | $ | |||||||||||||||||||||||||
| APS | |||||||||||||||||||||||||||||
| Total depreciation | $ | $ | $ | $ | |||||||||||||||||||||||||
| Three months ended | Six months ended | ||||||||||||||||||||||
| (In millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||
| MS | $ | $ | $ | $ | |||||||||||||||||||
| APS | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
In the following tables, net sales are disaggregated by customers’ country or region based on the ship to location of the customer for the three and six months ended June 28, 2025 and June 29, 2024, respectively.
| Three months ended June 28, 2025 | |||||||||||||||||||||||
| (In millions) | MS | APS | Inter-segment | Total | |||||||||||||||||||
| North America | $ | $ | $ | ( | $ | ||||||||||||||||||
| Taiwan | |||||||||||||||||||||||
| China | |||||||||||||||||||||||
| South Korea | |||||||||||||||||||||||
| Japan | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Southeast Asia | |||||||||||||||||||||||
| $ | $ | $ | ( | $ | |||||||||||||||||||
| Three months ended June 29, 2024 | |||||||||||||||||||||||
| (In millions) | MS | APS | Inter-segment | Total | |||||||||||||||||||
| North America | $ | $ | $ | ( | $ | ||||||||||||||||||
| Taiwan | |||||||||||||||||||||||
| China | |||||||||||||||||||||||
| South Korea | |||||||||||||||||||||||
| Japan | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Southeast Asia | |||||||||||||||||||||||
| $ | $ | $ | ( | $ | |||||||||||||||||||
18
| Six months ended June 28, 2025 | |||||||||||||||||||||||
| (In millions) | MS | APS | Inter-segment | Total | |||||||||||||||||||
| North America | $ | $ | $ | ( | $ | ||||||||||||||||||
| Taiwan | |||||||||||||||||||||||
| China | |||||||||||||||||||||||
| South Korea | |||||||||||||||||||||||
| Japan | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Southeast Asia | |||||||||||||||||||||||
| $ | $ | $ | ( | $ | |||||||||||||||||||
| Six months ended June 29, 2024 | |||||||||||||||||||||||
| (In millions) | MS | APS | Inter-segment | Total | |||||||||||||||||||
| North America | $ | $ | $ | ( | $ | ||||||||||||||||||
| Taiwan | |||||||||||||||||||||||
| China | |||||||||||||||||||||||
| South Korea | |||||||||||||||||||||||
| Japan | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Southeast Asia | |||||||||||||||||||||||
| $ | $ | $ | ( | $ | |||||||||||||||||||
13. GOVERNMENT GRANTS
CHIPS and Science Act Agreement
On December 3, 2024, the Company entered into a definitive agreement to receive funding under the CHIPS and Science Act of 2022 (“CHIPS Act”). The agreement provides the Company with up to $77.0 million intended to support capital expenditures related to the construction of a manufacturing facility in Colorado Springs, Colorado, research and development, and workforce training initiatives.
The grant is subject to certain conditions, including compliance with applicable federal regulations, progress milestones, and reporting requirements as set forth by the U.S. Department of Commerce. As of June 28, 2025, the Company has not received any disbursements.
14. RESTRUCTURING COSTS
During the first two fiscal quarters of 2025, the Company initiated certain business restructuring activities aimed at improving operational efficiency and aligning resources with strategic priorities. These activities resulted in restructuring charges of $13.3 million and $15.7 million for the three and six months ended June 28, 2025, respectively, primarily related to a reduction in workforce and the abandonment of certain capital equipment no longer necessary for the Company’s long-term objectives.
The charges related to these restructuring activities were recognized in the condensed consolidated statements of operations for the three and six months ended June 28, 2025 as follows:
| Three months ended June 28, 2025 | Six months ended June 28, 2025 | ||||||||||||||||||||||||||||||||||
| (In millions) | Employee Termination Benefits | Asset Impairment Charges | Total | Employee Termination Benefits | Asset Impairment Charges | Total | |||||||||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||||||||||||||
| Engineering, research and development | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
19
Restructuring charges by reportable segment as well as unallocated corporate level charges for the three and six months ended June 28, 2025 were as follows:
| Three months ended June 28, 2025 | Six months ended June 28, 2025 | ||||||||||||||||||||||||||||||||||
| (In millions) | Employee Termination Benefits | Asset Impairment Charges | Total | Employee Termination Benefits | Asset Impairment Charges | Total | |||||||||||||||||||||||||||||
| MS | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| APS | |||||||||||||||||||||||||||||||||||
| Unallocated corporate | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
15. SUBSEQUENT EVENTS
Debt payment
On June 30, 2025, the Company repaid a total of $50.0 million of the outstanding borrowings under the Term Loan Facility. The Company has classified the debt associated with the repayment as a current liability in the condensed consolidated balance sheets as of June 28, 2025, based on both its intent and ability to repay the debt within the next 12 months.
Dividend
On July 16, 2025, the Company’s board of directors declared a quarterly cash dividend of $0.10 per share to be paid on August 20, 2025, to shareholders of record on the close of business on July 30, 2025.
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the Company’s condensed consolidated financial condition and results of operations should be read along with the condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”). The information, except for historical information, contained in this discussion and analysis or set forth elsewhere in this Quarterly Report includes forward-looking statements that involve risks and uncertainties. You should review Part II, Item 1A “Risk Factors” in this Quarterly Report and Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) as well as our other U.S. Securities and Exchange Commission (“SEC”) filings for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis or set forth elsewhere in this Quarterly Report. The Company assumes no obligation to publicly release the results of any revisions or updates to these forward-looking statements to reflect future events or unanticipated occurrences.
Overview
The Company is a leading supplier of critical advanced materials and process solutions for the semiconductor and other high-technology industries. We leverage our unique breadth of capabilities to help our customers improve their productivity, product performance and technology in the most advanced manufacturing environments.
Our business is organized and operated in two operating segments.
•The Materials Solutions segment, or MS, provides materials-based solutions, such as chemical vapor and atomic layer deposition materials, chemical mechanical planarization (“CMP”) slurries and pads, ion implantation specialty gases, formulated etch and clean materials, and other specialty materials that enable our customers to achieve better device performance and faster time to yield, while providing for lower total cost of ownership.
•The Advanced Purity Solutions segment, or APS, offers filtration, purification and contamination-control solutions that improve customers’ yield, device reliability and cost by ensuring the purity of critical liquid chemistries and gases and the cleanliness of wafers and other substrates used throughout semiconductor manufacturing processes, the semiconductor ecosystem and other high-technology industries.
With our complementary capabilities, we believe we are uniquely positioned to create new, co-optimized and increasingly integrated solutions for our customers, which should translate into improved device performance, lower cost of ownership and faster time to market. For example, we have the capabilities and core competencies to develop and co-optimize offerings solving customers’ complex manufacturing challenges across the deposition, CMP process and post-CMP modules, with solutions including advanced deposition materials, CMP slurries, pads and post-CMP cleaning chemistries (each from our MS segment), and CMP slurry filters, high-purity packaging and fluid monitoring systems (each from our APS segment).
The Company’s fiscal year is the calendar period ending each December 31. The Company’s fiscal quarters consist of 13-week or 14-week periods that end on a Saturday. The Company’s fiscal quarters in 2025 end on March 29, 2025, June 28, 2025, September 27, 2025 and December 31, 2025.
Global Trade Environment
Recent and continuing developments in U.S. and foreign trade policy have heightened global trade tensions and sparked significant uncertainty in macroeconomic and geopolitical environments, particularly with respect to China. The nature of our global business exposes us to risks associated with trade conflicts between the U.S. and its trading partners. Additionally, our U.S. manufacturing operations rely on a global supply chain to manufacture our products, including, in some instances, raw materials from China. The recent tariffs and other similar trade policies have increased and, in the future, may increase our sourcing and manufacturing costs, have forced us to and, in the future, may force us to find alternative suppliers, or result in manufacturing and delivery delays. As a result, we may face a reduction in the demand for, and in the competitiveness of, our products, particularly from local or domestically sourced competition, harm to our relationships with our customers, and decreased profitability. These issues may be exacerbated by the overall macroeconomic uncertainty stemming from current trade tensions which may slow economic growth and negatively impact the demand for products containing semiconductors, thereby decreasing the demand for our products.
Our strategy has been, and will continue to be, to build a resilient and robust supply chain and a global manufacturing footprint near our customers. While this strategy should mitigate the financial and operational impact of these trade policies, we expect that our business will be impacted, particularly in the near term, when high tariffs are imposed on our products. Given the dynamic nature of this situation, the direct and indirect impact to our customers and our business is difficult to quantify;
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however, we will continue to closely monitor this evolving situation, further leverage our global footprint and regional supply chain, and explore additional options to mitigate this volatility.
Critical Accounting Policies and Estimates
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the Company’s condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, sales and expenses and related disclosure of contingent assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.
The critical accounting policies affected most significantly by estimates, assumptions and judgments used in the preparation of the Company’s condensed consolidated financial statements are described in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report. On an ongoing basis, the Company evaluates the critical accounting policies used to prepare its condensed consolidated financial statements, including, but not limited to, those related to business acquisitions. There have been no material changes in these critical accounting policies and estimates.
Three and Six Months Ended June 28, 2025 Compared to Three and Six Months Ended June 29, 2024
The following table compares operating results for the three and six months ended June 28, 2025 and June 29, 2024, both in dollars and as a percentage of net sales, for each caption.
| Three months ended | Six months ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 792.4 | 100.0 | % | $ | 812.7 | 100.0 | % | $ | 1,565.6 | 100.0 | % | $ | 1,583.7 | 100.0 | % | ||||||||||||||||||||||||||||||||||
| Cost of sales | 440.9 | 55.6 | 436.9 | 53.8 | 857.6 | 54.8 | 856.1 | 54.1 | ||||||||||||||||||||||||||||||||||||||||||
| Gross profit | 351.5 | 44.4 | 375.8 | 46.2 | 708.0 | 45.2 | 727.6 | 45.9 | ||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 115.1 | 14.5 | 116.3 | 14.3 | 218.4 | 13.9 | 228.5 | 14.4 | ||||||||||||||||||||||||||||||||||||||||||
| Engineering, research and development expenses | 84.3 | 10.6 | 81.9 | 10.1 | 169.1 | 10.8 | 153.7 | 9.7 | ||||||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 46.0 | 5.8 | 47.5 | 5.8 | 92.1 | 5.9 | 97.7 | 6.2 | ||||||||||||||||||||||||||||||||||||||||||
| Operating income | 106.1 | 13.4 | 130.1 | 16.0 | 228.4 | 14.6 | 247.7 | 15.6 | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense | 52.4 | 6.6 | 53.7 | 6.6 | 103.4 | 6.6 | 111.1 | 7.0 | ||||||||||||||||||||||||||||||||||||||||||
| Interest income | (1.9) | (0.2) | (1.2) | (0.1) | (3.3) | (0.2) | (4.2) | (0.3) | ||||||||||||||||||||||||||||||||||||||||||
| Other (income) expense, net | (0.2) | — | 3.0 | 0.4 | 1.1 | 0.1 | 17.3 | 1.1 | ||||||||||||||||||||||||||||||||||||||||||
| Income before income tax expense | 55.8 | 7.0 | 74.6 | 9.2 | 127.2 | 8.1 | 123.5 | 7.8 | ||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | 2.8 | 0.4 | 6.7 | 0.8 | 11.0 | 0.7 | 10.1 | 0.6 | ||||||||||||||||||||||||||||||||||||||||||
| Equity in net loss of affiliates | 0.2 | — | 0.2 | — | 0.5 | — | 0.4 | — | ||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 52.8 | 6.7 | % | $ | 67.7 | 8.3 | % | $ | 115.7 | 7.4 | % | $ | 113.0 | 7.1 | % | ||||||||||||||||||||||||||||||||||
Net sales For the three months ended June 28, 2025, net sales decreased by 2.5% to $792.4 million, compared to $812.7 million for the three months ended June 29, 2024. An analysis of the factors underlying the change in net sales is presented in the following table:
| (In millions) | |||||
Net sales in the three months ended June 29, 2024 | $ | 812.7 | |||
| Decrease primarily associated with volume | (25.6) | ||||
| Increase associated with effect of foreign currency translation | 5.3 | ||||
Net sales in the three months ended June 28, 2025 | $ | 792.4 | |||
As described in the table above, the decrease in net sales was primarily attributable to a reduction of $25.6 million of sales primarily due to decreased semiconductor market demand, partially offset by an increase of $5.3 million of sales attributable to favorable foreign currency translations, primarily related to the strengthening of the Japanese yen and Taiwanese dollar relative to the U.S. dollar compared to the fiscal quarter ended June 29, 2024.
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On a geographic basis, sales percentage by customers’ country or region for the three months ended June 28, 2025 and June 29, 2024 and the percentage increase (decrease) in sales for the three months ended June 28, 2025 compared to the sales for the three months ended June 29, 2024 were as follows:
| Three months ended | |||||||||||||||||
| June 28, 2025 | June 29, 2024 | Percentage increase (decrease) in sales | |||||||||||||||
| North America | 18 | % | 22 | % | (21 | %) | |||||||||||
| Taiwan | 22 | % | 20 | % | 9 | % | |||||||||||
| China | 21 | % | 21 | % | (2 | %) | |||||||||||
| South Korea | 14 | % | 13 | % | 5 | % | |||||||||||
| Japan | 10 | % | 9 | % | 13 | % | |||||||||||
| Europe | 7 | % | 9 | % | (17 | %) | |||||||||||
| Southeast Asia | 8 | % | 7 | % | 5 | % | |||||||||||
The decrease in sales to customers in North America primarily relates to decreased demand for our MS and APS products. The increase in sales to customers in Taiwan primarily relates to increased demand for our MS products. The decrease in sales to customers in China primarily relates to decreased demand for our APS products, partially offset by increased demand of our MS products. The increase in sales to customers in South Korea primarily relates to increased demand of our MS and APS products. The increase in sales to customers in Japan primarily relates to increased demand for our MS and APS products. The decrease in sales to customers in Europe primarily relates to decreased demand for our MS and APS products. The increase in sales to customers in Southeast Asia primarily relates to increased demand for our APS products.
Net sales for the six months ended June 28, 2025, were $1,565.6 million, compared to $1,583.7 million for the six months ended June 29, 2024. An analysis of the factors underlying the change in net sales is presented in the following table:
| (In millions) | |||||
Net sales in the six months ended June 29, 2024 | $ | 1,583.7 | |||
| Decrease associated with divestiture | (33.9) | ||||
| Decrease associated with effect of foreign currency translation | (0.1) | ||||
| Increase primarily associated with volume | 15.9 | ||||
Net sales in the six months ended June 28, 2025 | $ | 1,565.6 | |||
As described in the table above, the decrease in net sales was primarily attributable to (i) the absence of sales totaling $33.9 million resulting from the divestiture of the PIM business and (ii) a reduction of $0.1 million of sales attributable to unfavorable foreign currency translations, partially offset by (iii) a $15.9 million increase in sales primarily due to increased semiconductor market demand compared to the six months ended June 29, 2024
On a geographic basis, sales percentage by customers’ country or region for the six months ended June 28, 2025 and June 29, 2024 and the percentage increase (decrease) in sales for the six months ended June 28, 2025 compared to the sales for the six months ended June 29, 2024 were as follows:
| Six months ended | |||||||||||||||||
| June 28, 2025 | June 29, 2024 | Percentage increase (decrease) in sales | |||||||||||||||
| North America | 19 | % | 22 | % | (17 | %) | |||||||||||
| Taiwan | 22 | % | 20 | % | 11 | % | |||||||||||
| China | 20 | % | 20 | % | — | % | |||||||||||
| South Korea | 13 | % | 13 | % | 4 | % | |||||||||||
| Japan | 10 | % | 9 | % | 7 | % | |||||||||||
| Europe | 8 | % | 9 | % | (16 | %) | |||||||||||
| Southeast Asia | 8 | % | 7 | % | 12 | % | |||||||||||
The decrease in sales to customers in North America primarily relates to the absence of sales resulting from the divestiture of the PIM business and from decreased demand for our MS and APS products. The increase in sales to customers in Taiwan
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primarily relates to increased demand for our MS and APS products. The sales to customers in China were flat driven by decreased demand for our APS products, offset by increased demand of our MS products. The increase in sales to customers in South Korea primarily relates to increased demand of our MS and APS products. The increase in sales to customers in Japan primarily relates to increased demand for our MS and APS products. The decrease in sales to customers in Europe primarily relates to decreased demand for our MS and APS products. The increase in sales to customers in Southeast Asia primarily relates to increased demand for our MS and APS products.
Gross margin The following table sets forth gross margin (gross profit as a percentage of net sales):
| Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | Percentage point change | June 28, 2025 | June 29, 2024 | Percentage point change | ||||||||||||||||||||||||||||||||||||||||||||||||
| Gross margin: | 44.4 | % | 46.2 | % | (1.8) | 45.2 | % | 45.9 | % | (0.7) | |||||||||||||||||||||||||||||||||||||||||||
Gross margin decreased by 1.8 percentage points for the three months ended June 28, 2025, compared to the same period in the prior year. Gross margin decreased primarily due to lower plant performance.
Gross margin decreased by 0.7 percentage points for the six months ended June 28, 2025, compared to the same period in the prior year. Gross margin decreased primarily due to unfavorable product mix.
Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses were $115.1 million in the three months ended June 28, 2025, compared to $116.3 million in the year-ago period. The factors underlying the change in SG&A expenses are presented in the following table:
| (In millions) | |||||
Selling, general and administrative expenses in the fiscal quarter ended June 29, 2024 | $ | 116.3 | |||
| Employee costs (excluding $3.4 million of restructuring costs in 2025 included in the line below) | (5.8) | ||||
| Professional services | (1.5) | ||||
| Restructuring costs, see Note 14 to the Company’s condensed consolidated financial statements | 9.7 | ||||
Other decreases, net | (3.6) | ||||
Selling, general and administrative expenses in the fiscal quarter ended June 28, 2025 | $ | 115.1 | |||
SG&A expenses were $218.4 million in the six months ended June 28, 2025, compared to $228.5 million in the year-ago period. The factors underlying the change in SG&A expenses are presented in the following table:
| (In millions) | |||||
Selling, general and administrative expenses in the six months ended June 29, 2024 | $ | 228.5 | |||
| Impairment of long-lived assets in 2024, see Note 3 to the Company’s condensed consolidated financial statements | (13.0) | ||||
| Employee costs (excluding restructuring costs of $5.0 million in 2025 included in the line below) | (7.3) | ||||
| Restructuring costs, see Note 14 to the Company’s condensed consolidated financial statements | 11.3 | ||||
| Gain on sale of PIM business in 2024 | 4.3 | ||||
| Other decreases, net | (5.4) | ||||
Selling, general and administrative expenses in the six months ended June 28, 2025 | $ | 218.4 | |||
Engineering, research and development expenses The Company’s engineering, research and development (“ER&D”) efforts focus on the support or extension of current product lines and the development of new products and manufacturing technologies. ER&D expenses were $84.3 million in the three months ended June 28, 2025 compared to $81.9 million in the year-ago period. The factors underlying ER&D expenses are presented in the following table:
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| (In millions) | |||||
Engineering, research and development expenses in the fiscal quarter ended June 29, 2024 | $ | 81.9 | |||
| Restructuring costs, see Note 14 to the Company’s condensed consolidated financial statements | 1.5 | ||||
| Project related expenses | 1.4 | ||||
| Depreciation expense | 1.0 | ||||
| Other decreases, net | (1.5) | ||||
Engineering, research and development expenses in the fiscal quarter ended June 28, 2025 | $ | 84.3 | |||
ER&D expenses were $169.1 million in the six months ended June 28, 2025 compared to $153.7 million in the year-ago period. The factors underlying ER&D expenses are presented in the following table:
| (In millions) | |||||
Engineering, research and development expenses in the six months ended June 29, 2024 | $ | 153.7 | |||
| Project related expenses | 7.8 | ||||
| Depreciation expense | 2.6 | ||||
| Restructuring costs, see Note 14 to the Company’s condensed consolidated financial statements | 2.1 | ||||
| Other increases, net | 2.9 | ||||
Engineering, research and development expenses in the six months ended June 28, 2025 | $ | 169.1 | |||
Amortization of intangible assets Amortization of intangible assets was $46.0 million in the three months ended June 28, 2025, compared to $47.5 million for the three months ended June 29, 2024. The decrease primarily reflects the absence of amortization for certain identifiable intangible assets acquired in previous acquisitions that became fully amortized.
Amortization of intangible assets was $92.1 million in the six months ended June 28, 2025, compared to $97.7 million for the six months ended June 29, 2024. The decrease primarily reflects the absence of amortization for certain identifiable intangible assets acquired in previous acquisitions that became fully amortized.
Interest expense Interest expense includes interest associated with debt outstanding and the amortization of debt issuance costs and original issuance discounts associated with such borrowings. Interest expense was $52.4 million in the three months ended June 28, 2025, compared to $53.7 million in the three months ended June 29, 2024. The decrease primarily reflects lower interest expense related to lower average debt balances for the period due to repayments on the Company’s outstanding debt.
Interest expense was $103.4 million in the six months ended June 28, 2025, compared to $111.1 million in the six months ended June 29, 2024. The decrease primarily reflects lower interest expense related to lower average debt balances for the period due to repayments on the Company’s outstanding debt.
Other (income) expense, net Other income, net was $0.2 million in the three months ended June 28, 2025 and consisted mainly of foreign currency transaction gains of $0.1 million. Other expense, net was $3.0 million in the three months ended June 29, 2024 and consisted mainly of a loss of extinguishment of debt of $0.8 million associated with the repayments on the Term Loan Facility and foreign currency transaction losses of $2.7 million.
Other expense, net was $1.1 million in the six months ended June 28, 2025 and consisted mainly of foreign currency transaction losses of $2.0 million, partially offset by other expenses of $0.9 million. Other expense, net was $17.3 million in the six months ended June 29, 2024 and consisted mainly of a loss of extinguishment of debt of $12.4 million associated with the repayments on the Term Loan Facility and foreign currency transaction losses of $4.3 million.
Income tax expense Income tax expense was $2.8 million in the three months ended June 28, 2025, compared to income tax expense of $6.7 million in the three months ended June 29, 2024. The Company’s effective income tax rate was 5.0% for the three months ended June 28, 2025, compared to 9.0% for the three months ended June 29, 2024. The effective tax rate for the fiscal quarter ended June 28, 2025 was lower due to the release of unrecognized tax benefits following the resolution of a tax audit and a change in income mix. This benefit was partially offset by an increase in discrete expense of $2.0 million recorded in connection with share-based compensation.
Income tax expense was $11.0 million in the six months ended June 28, 2025, compared to income tax expense of $10.1 million in the six months ended June 29, 2024. The Company’s effective income tax rate was 8.6% for the six months ended June 28, 2025, compared to 8.2% for the six months ended June 29, 2024.
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Pillar 2
The Organization for Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%. Numerous countries have already enacted, or are expected to enact, legislation to implement the 15% minimum tax rate. We have evaluated the impact of this legislation based on Entegris’ current global landscape and do not believe it will have a material impact. We will continue to monitor the ongoing legislation throughout the year and evaluate any future potential impact on our consolidated financial statements and related disclosures.
The Organization for Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%. Numerous countries have already enacted, or are expected to enact, legislation to implement the 15% minimum tax rate. We have evaluated the impact of this legislation based on Entegris’ current global landscape and do not believe it will have a material impact. We will continue to monitor the ongoing legislation throughout the year and evaluate any future potential impact on our consolidated financial statements and related disclosures.
One Big Beautiful Bill Act
The One Big Beautiful Bill Act (the “Act”) was enacted on July 4, 2025, which is subsequent to our financial statement date of June 28, 2025. In accordance with ASC 740-10, the effects of new tax legislation are recognized in the period that includes the enactment date. Therefore, the Act has no impact on our condensed consolidated financial statements for the period ended June 28, 2025. The Company is currently assessing its impact on future financial statements.
Net income Due to the factors noted above, the Company recorded net income of $52.8 million, or $0.35 per diluted share, in the three months ended June 28, 2025, compared to net income of $67.7 million, or $0.45 per diluted share, in the three months ended June 29, 2024.
In the six months ended June 28, 2025, the Company recorded net income of $115.7 million, or $0.76 per diluted share, compared to net income of $113.0 million, or $0.74 per diluted share, in the six months ended June 29, 2024.
Non-GAAP Financial Measures The Company’s condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The Company also utilizes certain non-GAAP financial measures as a complement to financial measures provided in accordance with GAAP in order to better assess and reflect trends affecting the Company’s business and results of operations. See the section entitled “Non-GAAP Information” below for additional detail, including the definition of certain non-GAAP financial measures and the reconciliation of these non-GAAP measures to the Company’s GAAP measures.
The Company’s principal non-GAAP financial measures are Adjusted EBITDA and Adjusted Operating Income, together with related measures thereof, and Non-GAAP Earnings Per Share (“Non-GAAP EPS”).
The following table compares non-GAAP financial measures for the three and six months ended June 28, 2025 and June 29, 2024, both in dollars and as a percentage of net sales, for each caption.
| Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | June 28, 2025 | June 29, 2024 | Percent Change | June 28, 2025 | June 29, 2024 | Percent Change | |||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted Operating Income | $ | 165.4 | $ | 178.9 | (8) | % | $ | 336.2 | $ | 357.0 | (6) | % | |||||||||||||||||||||||||||||||||||||||||
| Adjusted Operating Margin - as a % of net sales | 20.9 | % | 22.0 | % | 21.5 | % | 22.5 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 216.7 | $ | 226.3 | (4) | % | $ | 437.4 | $ | 449.7 | (3) | % | |||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA - as a % of net sales | 27.3 | % | 27.8 | % | 27.9 | % | 28.4 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Non-GAAP EPS | $ | 0.66 | $ | 0.71 | (7) | % | $ | 1.33 | $ | 1.39 | (4) | % | |||||||||||||||||||||||||||||||||||||||||
The decrease in Adjusted Operating Income and Adjusted EBITDA for the three months ended June 28, 2025 compared to the year-ago period is generally attributable to lower sales, partially offset by lower SG&A expense. The decrease in Non-GAAP EPS for the three months ended June 28, 2025 compared to the year-ago period is primarily attributable to lower sales, partially offset by lower SG&A expense.
The decrease in Adjusted Operating Income and Adjusted EBITDA for the six months ended June 28, 2025 compared to the year-ago period is generally attributable to lower sales and higher ER&D expenses, partially offset by lower SG&A expenses. The decrease in Non-GAAP EPS for the six months ended June 28, 2025 compared to the year-ago period is primarily attributable to lower sales and higher ER&D expense, partially offset by lower SG&A expenses and interest expense.
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Segment Analysis
The Company currently reports its financial performance based on two reporting segments. The following is a discussion of the results of operations of these two business segments. See Note 12 to the condensed consolidated financial statements for additional information on the Company’s two segments.
In the fourth fiscal quarter of 2024, the Company realigned its segments in order to align its segment financial reporting with a change in its business structure. All prior period amounts related to the segment change have been recast for comparability.
The following table presents selected net sales and segment profit data for the Company’s two reportable segments, along with unallocated general and administrative expenses, for the three and six months ended June 28, 2025 and June 29, 2024.
| Three months ended | Six months ended | |||||||||||||||||||||||||
| (In millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||||
Materials Solutions | ||||||||||||||||||||||||||
| Net sales | $ | 354.9 | $ | 342.3 | $ | 696.3 | $ | 692.3 | ||||||||||||||||||
| Segment profit | 72.5 | 70.3 | 147.5 | 137.4 | ||||||||||||||||||||||
| Advanced Purity Solutions | ||||||||||||||||||||||||||
| Net sales | $ | 439.9 | $ | 472.6 | $ | 873.8 | $ | 895.9 | ||||||||||||||||||
| Segment profit | 95.9 | 122.6 | 204.0 | 233.8 | ||||||||||||||||||||||
| Unallocated general and administrative expenses | $ | 16.3 | $ | 15.3 | $ | 31.0 | $ | 25.8 | ||||||||||||||||||
Materials Solutions (MS)
For the second fiscal quarter of 2025, MS net sales increased to $354.9 million, up 4% compared to $342.3 million in the comparable period last year. The sales increase was driven primarily by increased sales from CMP slurries and pads, selective etch and deposition materials. MS reported a segment profit of $72.5 million in the second fiscal quarter of 2025, up 3% from a $70.3 million segment profit in the year-ago period. The segment profit increase was primarily associated with an increase in sales, partially offset by higher restructuring costs of $3.0 million in the current period.
For the six months ended June 28, 2025, MS net sales increased to $696.3 million, up 1% compared to $692.3 million in the comparable period last year. The sales increase was driven primarily by increased sales from CMP slurries and pads, selective etch and deposition materials, partially offset by the absence of $33.9 million included in prior-year sales resulting from the divestiture of the PIM business. MS reported a segment profit of $147.5 million in the six months ended June 28, 2025, up 7% from a $137.4 million segment profit in the year-ago period. The segment profit increase was primarily associated with the absence of the long-lived asset impairment charge of $13.0 million in the year-ago period (see Note 3 to our condensed consolidated financial statements for further discussion) and an increase in sales volume, partially offset by the absence of a $4.3 million gain associated with the sale of the PIM business in the year-ago period (see Note 4 to our condensed consolidated financial statements for further discussion), the absence of segment profit associated with the divestiture of the PIM business and the increase of $3.1 million of restructuring costs in the current period.
Advanced Purity Solutions (APS)
For the second fiscal quarter of 2025, APS net sales decreased to $439.9 million, down 7% compared to $472.6 million in the comparable period last year. The sales decrease was mainly due to decreased sales from a decline in facilities-based capital expenditure investments, including fluid handling products and FOUPs. APS reported a segment profit of $95.9 million in the second fiscal quarter of 2025, down 22% from $122.6 million in the year-ago period. The segment profit decrease was primarily due to lower sales and higher restructuring costs of $9.9 million in the current period.
For the six months ended June 28, 2025, APS net sales decreased to $873.8 million, down 2% compared to $895.9 million in the comparable period last year. The sales decrease was mainly due to decreased sales from a decline in facilities-based capital expenditure investments, including fluid handling products and FOUPs, partially offset by an increase in sales from gas microcontamination products. APS reported a segment profit of $204.0 million in the six months ended June 28, 2025, down 13% from $233.8 million in the year-ago period. The segment profit decrease was primarily due to lower sales, unfavorable product mix and higher restructuring costs of $12.2 million in the current period.
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Unallocated general and administrative expenses
Unallocated general and administrative expenses totaled $16.3 million in the second fiscal quarter of 2025, up 7% compared to $15.3 million in the comparable period last year. The $1.0 million increase is primarily due to a $0.9 million increase in professional services.
Unallocated general and administrative expenses totaled $31.0 million in the six months ended June 28, 2025, up 20% compared to $25.8 million in the comparable period last year. The $5.2 million increase is primarily due to a $2.8 million increase in employee costs and a $2.0 million increase in professional services.
Liquidity and Capital Resources
We consider the following when assessing our liquidity and capital resources:
| (In millions) | June 28, 2025 | December 31, 2024 | |||||||||
| Cash and cash equivalents | $ | 376.8 | $ | 329.2 | |||||||
| Working capital | 1,188.3 | 1,091.1 | |||||||||
| Total debt, net of unamortized discount and debt issuance costs | 3,987.8 | 3,981.1 | |||||||||
The Company has historically financed its operations and capital requirements through cash flow from its operating activities, long-term debt, lease financing, revolving credit facility and borrowings under domestic and international short-term lines of credit.
Based on our analysis, we believe our existing balances of domestic cash and cash equivalents and our currently anticipated operating cash flows will be sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months and for the longer term.
We may seek to take advantage of opportunities to raise additional capital through debt financing or through public or private sales of securities. If in the future our available liquidity is not sufficient to meet the Company’s operating and debt service obligations as they come due, management would need to pursue alternative arrangements through additional equity or debt financing in order to meet the Company’s cash requirements. There can be no assurance that any such financing would be available on commercially acceptable terms, or at all. As of June 28, 2025, we have not experienced difficulty accessing capital and credit markets, but future volatility in the capital and credit markets may increase costs associated with issuing debt instruments or affect our ability to access those markets. In addition, it is possible that our ability to access the capital and credit markets could be limited at a time when we would like, or need, to do so, which could have an adverse impact on our ability to refinance maturing debt and/or react to changing economic and business conditions.
In summary, our cash flows for each period were as follows:
| Six months ended | |||||||||||
| (In millions) | June 28, 2025 | June 29, 2024 | |||||||||
| Net cash provided by operating activities | $ | 253.9 | $ | 258.4 | |||||||
| Net cash (used in) provided by investing activities | (174.9) | 121.8 | |||||||||
| Net cash used in financing activities | (40.2) | (509.9) | |||||||||
| Increase (decrease) in cash and cash equivalents | 47.6 | (136.9) | |||||||||
Operating activities Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities. Cash provided by operating activities totaled $253.9 million in the six months ended June 28, 2025, compared to $258.4 million in the six months ended June 29, 2024. This decrease was driven by a $21.9 million decrease of net income adjusted for non-cash reconciling items, partially offset by a $17.4 million increase in operating assets and liabilities.
Changes in operating assets and liabilities for the six months ended June 28, 2025 were driven by changes in inventories and accounts payable and accrued liabilities. The change in inventories was mainly due to a decrease in business activity. The change in accounts payable and accrued liabilities was primarily driven by timing of payments to vendors.
Investing activities Cash flows used in investing activities totaled $174.9 million in the six months ended June 28, 2025, compared to cash flows provided by investing activities of $121.8 million in the six months ended June 29, 2024. The decrease resulted primarily from a decrease in proceeds from divestiture of $249.6 million, partially offset by an increase in cash paid for acquisition of property, plant and equipment of $48.6 million.
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Financing activities Cash used in financing activities totaled $40.2 million during the six months ended June 28, 2025, compared to cash used in financing activities of $509.9 million during the six months ended June 29, 2024. The decrease was primarily due to decreased net debt activity of $473.8 million compared to the prior period.
Our total dividend payments were $30.6 million in the six months ended June 28, 2025 compared to $30.4 million in the six months ended June 29, 2024. We have paid a cash dividend in each fiscal quarter since the fourth fiscal quarter of 2017. On July 16, 2025, the Company’s board of directors declared a quarterly cash dividend of $0.10 per share to be paid on August 20, 2025 to shareholders of record on the close of business on July 30, 2025.
Other Liquidity and Capital Resources Considerations
Debt
| (In millions) | June 28, 2025 | December 31, 2024 | |||||||||
Senior secured term loans B due 2029 at 4.71% (1) | $ | 750.0 | $ | 750.0 | |||||||
Senior secured notes due 2029 at 4.75% | 1,600.0 | 1,600.0 | |||||||||
Senior unsecured notes due 2030 at 5.95% | 895.0 | 895.0 | |||||||||
Senior unsecured notes due 2029 at 3.625% | 400.0 | 400.0 | |||||||||
Senior unsecured notes due 2028 at 4.375% | 400.0 | 400.0 | |||||||||
Revolving facility due 2027 (2) | — | — | |||||||||
| Total debt (par value) | $ | 4,045.0 | $ | 4,045.0 | |||||||
(1) The Company entered into a floating-to-fixed swap contract on its variable rate debt under our Term Loan Facility. The effective interest rate after consideration of this floating-to-fixed swap contract was 4.71%. Refer to Note 9 for a description of our interest rate swap contract.
(2) Our senior secured revolving credit facility due 2027 (the “Revolving Facility”) bears interest at a rate per annum equal to, at the Company’s option, either (i) SOFR, plus an applicable margin of 1.75% or (ii) a base rate plus an applicable margin of 0.75%. The Revolving Facility has commitments of $575.0 million. During the six months ended June 28, 2025, the Company borrowed and repaid $507 million under this Revolving Facility and no balance was outstanding at June 28, 2025.
Through June 28, 2025, the Company was in compliance with the financial covenant under its debt arrangements.
The Company also has a line of credit with one bank that provides for borrowings in Japanese yen for the Company’s Japanese subsidiaries, equivalent in the aggregate to approximately $6.9 million. During the six months ended June 28, 2025, there were no borrowings under this line of credit and there was no balance was outstanding at June 28, 2025.
Cash and cash equivalents and cash requirements
| (In millions) | June 28, 2025 | December 31, 2024 | |||||||||
| U.S. | $ | 95.5 | $ | 49.0 | |||||||
| Non-U.S. | 281.3 | 280.2 | |||||||||
| Cash and cash equivalents | $ | 376.8 | $ | 329.2 | |||||||
Our cash and cash equivalents include cash on hand and highly liquid debt securities with original maturities of three months or less, which are valued at cost and approximate fair value. We utilize a variety of funding strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. We have accrued taxes on any earnings that are not indefinitely reinvested.
Cash requirements
We have cash requirements to support working capital needs, capital expenditures, business acquisitions, contractual obligations, commitments, principal and interest payments on debt and other liquidity requirements associated with our operations. We generally intend to use available cash and funds generated from our operations to meet these cash requirements, but in the event that additional liquidity is required we may also borrow under our Revolving Facility.
There were no material changes to the cash requirements from our Annual Report that were outside the ordinary course of business.
Recently adopted accounting pronouncements Refer to Note 1 to the Company’s condensed consolidated financial statements for a discussion of recently adopted accounting pronouncements.
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Recently issued accounting pronouncements Refer to Note 1 to the Company’s condensed consolidated financial statements for a discussion of recently issued but not yet adopted accounting pronouncements.
Non-GAAP Information The Company’s condensed consolidated financial statements are prepared in conformity with GAAP.
The Company also utilizes certain non-GAAP financial measures as a complement to financial measures provided in accordance with GAAP in order to better assess and reflect trends affecting the Company’s business and results of operations. These non-GAAP financial measures include Adjusted EBITDA and Adjusted Operating Income, together with related measures thereof, and Non-GAAP EPS, as well as certain other supplemental non-GAAP financial measures included in the discussion of the Company’s financial results.
Adjusted EBITDA is defined by the Company as net income before, as applicable, (1) equity in net loss of affiliate, (2) income tax expense, (3) interest expense, (4) interest income, (5) other (income) expense, net, (6) integration costs, (7) restructuring costs, (8) loss (gain) on sale of business, (9) impairment of long-lived assets, (10) amortization of intangible assets, and (11) depreciation. Adjusted Operating Income is defined by the Company as Adjusted EBITDA exclusive of the depreciation addback noted above. The Company also utilizes non-GAAP financial measures whereby Adjusted EBITDA and Adjusted Operating Income are each divided by the Company’s net sales to derive Adjusted EBITDA Margin and Adjusted Operating Margin, respectively.
Non-GAAP Net Income is defined by the Company as net income before, as applicable, (1) integration costs, (2) restructuring costs, (3) loss on extinguishment of debt and modification, (4) loss (gain) on sale of business, (5) impairment of long-lived assets, (6) amortization of intangible assets, and (7) the tax effect of the foregoing adjustments to net income. Non-GAAP EPS is defined as our Non-GAAP Net Income divided by our diluted weighted-average shares outstanding.
The Company provides supplemental non-GAAP financial measures to help management and investors to better understand our business and believes these measures provide investors and analysts additional meaningful information for the assessment of the Company’s ongoing results. Management also uses these non-GAAP measures to assist in the evaluation of the performance of the Company’s business segments and to make operating decisions.
Management believes the Company’s non-GAAP measures help indicate the Company’s baseline performance before certain gains, losses or other charges that may not be indicative of the Company’s business or future outlook and offer a useful view of business performance in that the measures provide a more consistent means of comparing performance. The Company believes the non-GAAP measures aid investors’ overall understanding of the Company’s results by providing a higher degree of transparency for such items and providing a level of disclosure that will help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that the inclusion of non-GAAP measures provides greater consistency in its financial reporting and facilitates investors’ understanding of the Company’s historical operating trends by providing an additional basis for comparisons to prior periods.
Management uses Adjusted EBITDA and Adjusted Operating Income to assist it in evaluations of the Company’s operating performance by excluding items that management does not consider as relevant in the results of its ongoing operations. Internally, these non-GAAP measures are used by management for planning and forecasting purposes, including the preparation of internal budgets; for allocating resources to enhance financial performance; for evaluating the effectiveness of operational strategies; and for evaluating the Company’s capacity to fund capital expenditures, secure financing and expand our business.
In addition, and as a consequence of the importance of these non-GAAP financial measures in managing our business, the Company’s board of directors uses non-GAAP financial measures in the evaluation process to determine management compensation.
The Company believes that certain analysts and investors use Adjusted EBITDA, Adjusted Operating Income and Non-GAAP EPS as supplemental measures to evaluate the overall operating performance of firms in the Company’s industry. Additionally, lenders or potential lenders use Adjusted EBITDA measures to evaluate the Company’s creditworthiness.
The presentation of non-GAAP financial measures is not meant to be considered in isolation, as a substitute for, or superior to, financial measures or information provided in accordance with GAAP. Management strongly encourages investors to review the Company’s condensed consolidated financial statements in their entirety and to not rely on any single financial measure.
Management notes that the use of non-GAAP measures has limitations, including but not limited to:
First, non-GAAP financial measures are not standardized. Accordingly, the methodology used to produce the Company’s non-GAAP financial measures may differ notably from the methodology used by other companies and may not be directly comparable to non-GAAP measures reported by other companies.
Second, the Company’s non-GAAP financial measures exclude items such as amortization and depreciation that are recurring. Amortization of intangibles and depreciation have been, and will continue to be for the foreseeable future, a significant
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recurring expense with an impact upon the Company’s results of operations, notwithstanding the lack of immediate impact upon cash flows.
Third, there is no assurance that the Company will not have future charges for goodwill impairment, restructuring activities, deal costs, integration costs, or similar items and, therefore, may need to record additional charges (or credits) associated with such items, including the tax effects thereon. The exclusion of these items in the Company’s non-GAAP measures should not be construed as an implication that these costs are unusual, infrequent or non-recurring.
Management considers these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures and evaluating these non-GAAP financial measures together with their most directly comparable financial measures calculated in accordance with GAAP. The calculations of Adjusted EBITDA, Adjusted Operating Income, Non-GAAP Net Income and Non-GAAP EPS, and reconciliations between these financial measures and their most directly comparable GAAP equivalents, are presented below in the accompanying tables.
Reconciliation of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA
| Three months ended | Six months ended | ||||||||||||||||||||||
| (In millions) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||
| Net sales | $ | 792.4 | $ | 812.7 | $ | 1,565.6 | $ | 1,583.7 | |||||||||||||||
| Net income | $ | 52.8 | $ | 67.7 | $ | 115.7 | $ | 113.0 | |||||||||||||||
| Net income - as a % of net sales | 6.7 | % | 8.3 | % | 7.4 | % | 7.1 | % | |||||||||||||||
| Adjustments to net income: | |||||||||||||||||||||||
| Equity in net loss of affiliates | 0.2 | 0.2 | 0.5 | 0.4 | |||||||||||||||||||
| Income tax expense | 2.8 | 6.7 | 11.0 | 10.1 | |||||||||||||||||||
| Interest expense | 52.4 | 53.7 | 103.4 | 111.1 | |||||||||||||||||||
| Interest income | (1.9) | (1.2) | (3.3) | (4.2) | |||||||||||||||||||
| Other (income) expense, net | (0.2) | 3.0 | 1.1 | 17.3 | |||||||||||||||||||
| GAAP – Operating income | 106.1 | 130.1 | 228.4 | 247.7 | |||||||||||||||||||
| Operating margin - as a % of net sales | 13.4 | % | 16.0 | % | 14.6 | % | 15.6 | % | |||||||||||||||
| Integration costs: | |||||||||||||||||||||||
Professional fees 1 | — | 0.3 | — | 2.3 | |||||||||||||||||||
Severance costs 2 | — | 0.5 | — | 0.6 | |||||||||||||||||||
Restructuring costs 3 | 13.3 | — | 15.7 | — | |||||||||||||||||||
Loss (gain) on sale of business 4 | — | 0.5 | — | (4.3) | |||||||||||||||||||
Impairment of long-lived assets 5 | — | — | — | 13.0 | |||||||||||||||||||
Amortization of intangible assets 6 | 46.0 | 47.5 | 92.1 | 97.7 | |||||||||||||||||||
| Adjusted Operating Income | 165.4 | 178.9 | 336.2 | 357.0 | |||||||||||||||||||
| Adjusted operating margin - as a % of net sales | 20.9 | % | 22.0 | % | 21.5 | % | 22.5 | % | |||||||||||||||
| Depreciation | 51.3 | 47.4 | 101.2 | 92.7 | |||||||||||||||||||
| Adjusted EBITDA | $ | 216.7 | $ | 226.3 | $ | 437.4 | $ | 449.7 | |||||||||||||||
| Adjusted EBITDA – as a % of net sales | 27.3 | % | 27.8 | % | 27.9 | % | 28.4 | % | |||||||||||||||
1 Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers and other third-party service providers to assist us in integrating CMC Materials into our operations.
2 Represents severance charges related to the integration of CMC Materials.
3 Restructuring charges resulting from discrete cost saving initiatives, inclusive of employee termination benefit and asset impairment charges.
4 Loss (gain) from the sale of the Company’s PIM business.
5 Impairment of long-lived assets related to a small, industrial specialty chemicals business.
6 Non-cash amortization expense associated with intangibles acquired in acquisitions.
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Reconciliation of GAAP Net Income and Earnings per Share to Non-GAAP Net Income and EPS
| Three months ended | Six months ended | ||||||||||||||||||||||
| (In millions, except per share data) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||||||||
| Net income | $ | 52.8 | $ | 67.7 | $ | 115.7 | $ | 113.0 | |||||||||||||||
| Adjustments to net income: | |||||||||||||||||||||||
| Integration costs: | |||||||||||||||||||||||
Professional fees 1 | — | 0.3 | — | 2.3 | |||||||||||||||||||
Severance costs 2 | — | 0.5 | — | 0.6 | |||||||||||||||||||
Restructuring costs 3 | 13.3 | — | 15.7 | — | |||||||||||||||||||
Loss on extinguishment of debt and modification 4 | — | 0.7 | — | 12.3 | |||||||||||||||||||
Loss (gain) on sale of business 5 | — | 0.5 | — | (4.3) | |||||||||||||||||||
Impairment of long-lived assets 6 | — | — | — | 13.0 | |||||||||||||||||||
Amortization of intangible assets 7 | 46.0 | 47.5 | 92.1 | 97.7 | |||||||||||||||||||
Tax effect of adjustments to net income and discrete tax items 8 | (11.5) | (10.1) | (21.4) | (23.7) | |||||||||||||||||||
| Non-GAAP Net Income | $ | 100.6 | $ | 107.1 | $ | 202.1 | $ | 210.9 | |||||||||||||||
| Diluted earnings per common share | $ | 0.35 | $ | 0.45 | $ | 0.76 | $ | 0.74 | |||||||||||||||
| Effect of adjustments to net income | 0.31 | 0.26 | 0.57 | 0.65 | |||||||||||||||||||
| Diluted Non-GAAP EPS | $ | 0.66 | $ | 0.71 | $ | 1.33 | $ | 1.39 | |||||||||||||||
| Diluted weighted average shares outstanding | 151.9 | 151.8 | 152.0 | 151.8 | |||||||||||||||||||
1 Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers and other third-party service providers to assist us in integrating CMC Materials into our operations.
2 Represents severance charges related to the integration of CMC Materials.
3 Restructuring charges resulting from discrete cost saving initiatives, inclusive of employee termination benefit and asset impairment charges.
4 Non-recurring loss on extinguishment of debt and modification of our Existing Credit Agreement in 2024.
5 Loss (gain) from the sale of the Company’s PIM business.
6 Impairment of long-lived assets related to a small, industrial specialty chemicals business.
7 Non-cash amortization expense associated with intangibles acquired in acquisitions.
8 The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate for each respective year.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to financial market risks, including fluctuations in interest rate and foreign currency exchange rates. For information about our exposure to market risks, see Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report. There have been no material changes to the market risk disclosures contained therein.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
The Company’s management, including the Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, has conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, or the Exchange Act) as of June 28, 2025. The term “disclosure controls and procedures” means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on management’s evaluation (with the participation of the Company’s CEO and CFO), as of June 28, 2025, the Company’s CEO and CFO have concluded that the disclosure controls and procedures used by the Company were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
(b) Changes in internal control over financial reporting.
There have been no significant changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the foregoing evaluation of disclosure controls and procedures that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings
We are, from time to time, involved in various claims, proceedings and lawsuits relating to our business, employees, intellectual property and other matters arising in the ordinary course of business. The Company believes the final outcome of these matters will not have a material adverse effect on its condensed consolidated financial statements. The Company expenses legal costs as incurred.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described in Part I, Item 1A. “Risk Factors” in our Annual Report and Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025 (the “First Quarter Quarterly Report”), which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors described in our Annual Report or First Quarter Quarterly Report.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Issuer Purchases of Equity Securities
The Company did not repurchase any of its common stock during the quarter ended June 28, 2025 under a board-authorized common stock repurchase plan.
The Company issues common stock awards under its equity incentive plans. In the condensed consolidated financial statements, the Company treats shares of common stock withheld for tax purposes on behalf of its employees in connection with the vesting or exercise of the awards as common stock repurchases because they reduce the number of shares that would have been issued upon vesting or exercise. These withheld shares of common stock are not considered common stock repurchases pursuant to a board-authorized common stock repurchase plan.
Item 5. Other Information
Rule 10b5-1 Trading Plan Arrangements
During the quarter ended June 28, 2025, no director or officer, as defined in Rule 16a-1 under the Exchange Act, adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement ,” each as defined in Item 408 of Regulation S-K.
Executive Chair Agreement
As previously disclosed on that certain Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2025 (the “May Current Report”), Bertrand Loy notified the Company on May 11, 2025 that he would retire as the Company’s President and Chief Executive Officer effective on the date that David Reeder commenced employment with the Company as its President and Chief Executive Officer (the “Effective Date”), which is anticipated to occur on August 18, 2025. The May Current Report also announced that following the Effective Date, Mr. Loy will serve as Executive Chair of the Board (“Executive Chair”) and that the Company intended to enter into a transition services agreement with Mr. Loy.
On July 30, 2025, the Company and Mr. Loy entered into a Transition Services Agreement (the “Transition Agreement”) to set forth the terms of his employment effective upon his transition to the role of Executive Chair. The term of the Transition Agreement commences on the Effective Date and is expected to end on July 31, 2026, unless earlier terminated by Mr. Loy or the Company or extended by mutual agreement of Mr. Loy and the Company (such period, the “Term”). Except as expressly modified by the Transition Agreement, the terms of the Executive Employment Agreement by and between Mr. Loy and the Company effective November 28, 2012 (the “Employment Agreement”) remain unchanged. The Executive Change of Control Termination Agreement by and between Mr. Loy and the Company dated August 10, 2005, as amended on April 26, 2013 and February 5, 2020, will continue in accordance with its terms.
Pursuant to the Transition Agreement, during the Term, Mr. Loy’s annual base salary rate will be $800,000 and he will be eligible to receive an annual target bonus under the Company’s short-term incentive compensation plan equal to 105% of his annual base salary, which target bonus opportunity will be prorated for 2025 to reflect the portion of the year Mr. Loy served as President and Chief Executive Officer and the portion Mr. Loy serves as Executive Chair, based on his base salary and target bonus percentages in effect during such periods. Mr. Loy will be eligible to receive a pro-rata portion of such bonus if his employment terminates due to his death, “disability” (as defined in the Employment Agreement), “retirement” (as defined in the
34
Transition Agreement) or by the Company without “cause” (as defined in the Employment Agreement) during the performance period (the “Pro Rata Bonus”).
In addition, subject to Board approval, Mr. Loy will receive fiscal 2026 annual long-term incentive grants with a target grant date value of $5,825,000 (the “FY26 Awards”). The FY26 Awards will be granted in the equity award mix and with vesting terms that generally apply to other Company executive officer awards under the Company’s annual 2026 equity grant cycle, except that, if Mr. Loy’s employment is terminated due to his “retirement” or by the Company without “cause”, a pro rata portion of the FY26 Awards would continue to vest per the vesting schedule set forth in the applicable award agreement (or, for PSUs, remain outstanding subject to attainment of the applicable performance metrics). The proration factor will be determined by dividing (x) the number of days Mr. Loy served as Executive Chair during 2026 by (y) 365. During the Term, Mr. Loy will not be eligible to receive compensation for his service on the Board.
Under the Transition Agreement, Mr. Loy waived the right to resign for Good Reason in connection with his transition to the role of Executive Chair and generally under the Employment Agreement upon and following the Effective Date. The Transition Agreement further provides that, notwithstanding any provision to the contrary in his Employment Agreement, if Mr. Loy’s employment terminates during the Term by the Company without “cause”, such termination will be deemed a “retirement” for purposes of Mr. Loy’s outstanding Company equity awards and the FY26 Awards and he will be entitled to receive the Pro Rata Bonus and continued vesting of a pro rata portion of his FY26 Awards as described in the previous paragraph, but will not be eligible to receive any base salary continuation or continued health and dental benefits, aside from those required to be provided under applicable law.
The above description is a summary of the Transition Agreement and does not purport to be complete and is subject to, and is qualified in its entirety by reference to the full text of the Transition Agreement, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
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Item 6. Exhibits
EXHIBIT INDEX
A.The Company hereby incorporates by reference as exhibits to this Quarterly Report on Form 10-Q the following documents:
| Reg. S-K Item 601(b) Reference | Document Incorporates | Referenced Document on file with the Commission | ||||||||||||
| 3.1 | Exhibit 3.1 to Entegris, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2011 | |||||||||||||
| 3.2 | Exhibit 3.1 to Entegris, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2022 | |||||||||||||
B.The Company hereby files as exhibits to this Quarterly Report on Form 10-Q the following documents:
| Reg. S-K Item 601(b) Reference | Exhibit No. | Document Filed Herewith | ||||||||||||
| (10) | 10.1 | |||||||||||||
| (10) | 10.2 | |||||||||||||
| (10) | 10.3 | |||||||||||||
| (10) | 10.4 | |||||||||||||
| (10) | 10.5 | |||||||||||||
| (10) | 10.6 | |||||||||||||
| (31) | 31.1 | |||||||||||||
| (31) | 31.2 | |||||||||||||
| (32) | 32.1 | |||||||||||||
| (101) | 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||||
| (101) | 101.SCH | XBRL Taxonomy Extension Schema Document | ||||||||||||
| (101) | 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||||
| (101) | 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||||||||||
| (101) | 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||||||||||
| (101) | 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||||
| (104) | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||||||||||
* A “management contract or compensatory plan”
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ENTEGRIS, INC. | ||||||||
Date: July 30, 2025 | /s/ Linda LaGorga | |||||||
| Linda LaGorga | ||||||||
| Senior Vice President and Chief Financial | ||||||||
| Officer (on behalf of the registrant and as | ||||||||
| principal financial officer) | ||||||||
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Exhibit 10.1
EXECUTION VERSION
May 11, 2025
David Reeder
c/o Entegris, Inc.
129 Concord Road
Billerica, MA 01821
Dear David,
Your expertise and leadership approach aligns with helping Entegris, Inc. (“Entegris” or the “Company”) achieve our mission to help our customers improve their productivity, performance, and technology by providing enhancing materials and process solutions for the most advanced manufacturing environments.
We are pleased to offer you, on the terms set forth in this offer letter (this “Letter”), the full-time, exempt position of President and Chief Executive Officer, reporting to the Board of Directors (the “Board”) of Entegris.
We are looking forward to welcoming you as a member of our Executive Leadership Team, with an anticipated employment start date of August 18, 2025 (the date that you commence employment as the President and Chief Executive Officer, the “Start Date”).
Below is a summary of the key aspects of your offer of employment, effective upon the Start Date:
•Base Salary. Your annual base salary will be $1,000,000 (paid bi-weekly in accordance with the regular payroll practices of Entegris at approximately $38,462 per pay period), less applicable deductions and tax withholdings.
•Entegris Incentive Plan: You will be eligible to participate in the Entegris Incentive Plan or its successor (“EIP”), pursuant to which you will be eligible to earn a target annual bonus equal to 120% of your base salary, subject to Entegris performance against set annual goals. For fiscal 2025, such bonus will be earned based on actual performance for the full performance period, but the bonus payout will be pro-rated based on the portion of the 2025 fiscal year you are employed at Entegris. Under the current EIP program, the EIP bonus may range from 0% to 200% of target, depending on performance against annual goals. Your EIP bonus is subject in all cases to details established by the Board or the Management Development & Compensation Committee of the Board (“Compensation Committee”) and the EIP Plan document, as it may be established and modified from time to time.
•Equity Awards. Subject to approval of the Board, you will also receive the initial equity grants summarized in the table below (collectively, the “Initial Equity Awards”) in 2025.
Exhibit 10.1
EXECUTION VERSION
| Grant | Target Value | Vesting Schedule | ||||||
Stock Options | $3,330,000 | The Options shall vest and become exercisable in equal annual installments over four years following the grant date. | ||||||
Restricted Stock Units (“RSUs”) | $4,440,000 | The RSUs shall vest in equal annual installments over four years following the grant date. | ||||||
Performance Share Units (“PSUs”) | $3,330,000 (assuming target performance) | The PSUs shall be earned based on Entegris’ relative TSR performance over a three-year (2025-2027) performance period, with vesting terms consistent with the terms that apply to the PSU awards granted to Entegris’ executive officers during its annual equity grant cycle in 2025. | ||||||
The Initial Equity Awards will generally be subject to the same vesting terms and conditions that apply to the option, RSU, and PSU awards (as applicable) granted to Entegris executive officers during its annual equity grant cycle in 2025, including, without limitation, any continued employment or service requirements through the applicable vesting date(s), except that the four year vesting schedule for the Options and RSUs will begin on their grant date. The Target Value of the Initial Equity Awards will be converted into a number of options, RSUs, and PSUs (as applicable) based on Entegris’ standard practice. Approximately $7,000,000 of the aggregate $11,100,000 Target Value of the Initial Equity Awards is intended to compensate you for a portion of the equity awards you are forfeiting in connection with your acceptance of this offer of employment (i.e., such portion of the Initial Equity Awards is partial “make-whole” compensation), while the remainder is attributable to 2025 service at Entegris.
•Compensation Review. Your annual base salary rate, target annual EIP bonus, and target annual equity award value will be reviewed annually for potential adjustments in accordance with the timing of Entegris’ regular process for other Entegris senior executives, with the first compensation review for you to be conducted in early 2026.
•Sign On Bonus. The Company will also pay you a cash sign on bonus of an amount equal to $410,000 (the “Sign On Bonus”), less applicable deductions and tax withholdings. The Sign On Bonus will be paid in two installments: 50% of the Sign On Bonus will be payable within the first two pay periods following the Start Date and 50% will be payable on April 1, 2026, subject to your continued employment or service with the Company on the applicable payment date. Should you cease employment and service with the Company at any time prior to the first anniversary of the Start Date other than due to your death, disability, a termination of your employment without Cause (as defined in the Executive CIC Agreement) by Entegris or your resignation from Entegris for Good Reason (as defined in the Executive CIC Agreement), you will be required to pay back the Sign On Bonus to the Company in full (calculated on a pre-tax basis) no later than ninety (90) days following your last day of employment or service with the
Exhibit 10.1
EXECUTION VERSION
Company. The Sign On Bonus is in recognition of certain benefits that you are forfeiting from your prior employer by accepting this offer of employment.
•Executive Change in Control Termination Agreement. You and Entegris will also enter into an Executive Change in Control Termination Agreement substantially in the form attached as Exhibit A hereto (the “Executive CIC Agreement”), subject to approval of the Board.
•Severance. If Entegris terminates your employment without Cause (other than as a result of your death or disability) or you resign from Entegris for Good Reason following the Start Date, then, subject to your timely execution and nonrevocation of a release of claims in favor of Entegris on Entegris’ customary form, as may be updated from time to time, and your compliance with the restrictive covenants in Section 4 of the Executive CIC Agreement, you shall receive the following: (i) an aggregate severance benefit in an amount equal to two times your annual base salary as in effect immediately prior to any such termination, with such severance benefit to be paid in the form of salary continuation for the period commencing on the date of such termination of employment and ending on the second anniversary of the date of any such termination (the “Severance Pay Period”), provided that such payments will commence on the first regularly scheduled payroll date that occurs immediately following the sixty-first (61st) day following the date of such termination of employment and the first payment will include a lump-sum amount equal to the portion of the payments that would have been payable commencing on the date of such termination of employment and ending on the first payment date; (ii) continuation of Entegris’ contributions necessary to maintain coverage for you and your eligible dependents during the entire Severance Pay Period under the medical and dental programs in which you and your eligible dependents participated immediately prior to the date of termination; (iii) reimbursement for up to $15,000 for outplacement services; (iv) all of your Entegris time-based equity awards (including options and restricted stock units) that are unvested as of the date immediately prior to your termination of employment will be eligible to continue vesting until the end of the Severance Pay Period in accordance with their original vesting schedule; (v) all of your Entegris performance-based equity awards (including performance share units) that are unvested as of the date immediately prior to your termination of employment and have a performance period that ends on or prior to the end of the Severance Pay Period will be eligible to continue vesting until the end of the Severance Pay Period in accordance with their original vesting schedule (with performance measured based on actual performance through the end of the applicable performance period); and (vi) your vested stock options shall continue to be exercisable throughout the Severance Pay Period and for a period of ninety (90) days thereafter or, if earlier, through the term applicable to the vested stock options. In the event of Entegris’ termination of your employment without Cause or your resignation for Good Reason, you shall also be eligible to receive the Accrued Rights (as defined in the Executive CIC Agreement).
•Qualifying Retirement. In the event of your Qualifying Retirement (as defined below), then, subject to your timely execution and nonrevocation of a release of claims in favor of Entegris on Entegris’ customary form, as may be updated from time to time, and your compliance with the restrictive covenants in Section 4 of the Executive CIC Agreement: (i) the Initial Equity Awards and any Entegris options, restricted stock units and performance share unit awards that you are granted during an annual Entegris equity award grant cycle (“Applicable Awards”) (excluding, for the avoidance of doubt, any special retention or recognition awards) will be eligible to continue vesting in accordance with their original vesting schedule and (ii) any vested options that are Applicable Awards shall be exercisable for a period of four years following the date of the Qualifying Retirement or, if earlier, through the original term applicable to the vested stock options.
Exhibit 10.1
EXECUTION VERSION
“Qualifying Retirement” means your employment with Entegris and its Affiliates (as defined in the Executive CIC Agreement) is terminated after (w) you provide six months’ advance written notice to Entegris of your Qualifying Retirement (which notice may be waived at the discretion of the Compensation Committee and shall be waived on and following a Change in Control (as defined in the Executive CIC Agreement, as modified by the 409A section of this Letter below)), (x) you have provided at least five years of consecutive years of employment with Entegris or an Affiliate thereof, (y) you are at least fifty-five years old as of the date of your termination of employment with Entegris and its Affiliates, and (z) your age plus complete years of employment with Entegris or an Affiliate thereof as of your termination of employment equals at least sixty.
•Indemnification. As a senior executive of the Company, you will receive the same or comparable indemnification protections and directors’ and officers’ liability insurance coverage as that provided to the Company’s other senior executives.
•Stock Ownership Guidelines. You will be expected to maintain compliance with the Company’s Stock Ownership Guidelines, as in effect from time to time. Under the current terms of the guidelines, you must accumulate ownership of shares having an aggregate market value equal to six times your annual base salary. A copy of the Company’s current Stock Ownership Guidelines has been provided to you for your review.
•Recoupment Policy. As a senior executive of the Company, certain compensation paid or provided to you will be subject to the terms of the Amended and Restated Entegris, Inc. Clawback Policy, as in effect from time to time. A copy of the policy as currently in effect has been provided to you for your review.
•Employee Benefits and Perquisites. You will be entitled to participate in all standard employee benefit and perquisite plans, programs and arrangements generally available from time to time to other senior executives of the Company (at the Chief Executive Officer level, where applicable). A copy of the Benefits Highlights has been provided to you for your review.
•Executive Relocation Program. You will be eligible to participate in the Entegris Relocation Program, which will be managed by our relocation partner, Global Mobility Solutions. A detailed explanation of services will be provided to you separately. You will be required to repay relocation costs if you voluntarily choose to end your employment and service or are released from the Company for reasons other than job elimination, reduction in force or restructuring, within 24 months of the Start Date. You understand that you will be responsible for reimbursing the Company for the entire relocation amount. Repayment will be made in full no later than ninety (90) days following your last day of employment and service with the Company.
•Director Compensation. Effective upon the Start Date, you will no longer be entitled to earn compensation for your director service on Entegris’ Board on a go-forward basis. As director compensation for the portion of the quarter that you served as a non-employee director on the Board prior to the Start Date, you will receive a lump sum cash payment of your prorated director quarterly fee. For the avoidance of doubt, the restricted stock units granted to you in April 2025 for your service on the Board will be forfeited effective as of the Start Date.
•409A. This Letter and the payments and benefits referenced herein are intended to be exempt from, or to the extent subject thereto, comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly,
Exhibit 10.1
EXECUTION VERSION
to the maximum extent permitted, this Letter will be interpreted to be in compliance therewith. Notwithstanding anything in this Letter to the contrary, any compensation or benefits payable under this Letter that is considered nonqualified deferred compensation under Section 409A and is designated under this Letter as payable upon your termination of employment shall be payable only upon your “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”). Notwithstanding anything in this Letter or any other agreement providing compensatory payments to you to the contrary, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A, any payment of compensation or benefits to which you are entitled under this Letter or any other compensatory plan or agreement that is considered nonqualified deferred compensation under Section 409A payable as a result of your Separation from Service shall be delayed to the extent required in order to avoid a prohibited distribution under Section 409A until the earlier of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company or (ii) the date of your death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to you (or your estate or beneficiaries), and any remaining payments due to you under this Letter or any other compensatory plan or agreement shall be paid as otherwise provided herein or therein. For purposes of Section 409A, each amount to be paid or installment or benefit to be provided under this Letter shall be construed as a separate identified payment. Further, to the extent, if any, that provisions of this Letter or the Executive CIC Agreement affect the time or form of payment of any amount which constitutes deferred compensation under Section 409A, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, if a Change in Control does not constitute a change in control event within the meaning of Section 409A, the time and form (but not the amount) of payment shall be the time and form that would have been applicable in the absence of a Change in Control.
Entegris reserves the right to make changes to its plans at any time. Your employment with Entegris is at-will and either party can terminate the employment relationship at any time with or without cause and with or without notice.
Exhibit 10.1
EXECUTION VERSION
Please indicate your acceptance of the terms of this letter by signing below. Upon your signature below, this will become our binding agreement with respect to your employment and its terms, merging and superseding in their entirety all other or prior written or oral offers, agreements and communications. In accepting this offer and signing below, you acknowledge that you have not relied upon any statement, promise, agreement or representation not set forth in this Letter.
We are excited about the future of Entegris and continuing to have you as a part of our successful team!
Best regards,/s/ James F. Gentilcore
James F. Gentilcore
Lead Independent Director of the Board of Directors of Entegris
By signing below, I acknowledge, agree, and attest that I have reviewed the information above, accept the terms of this offer, and am the person whose name appears at the top of this Letter.
ACCEPTED:
/s/ David Reeder
David Reeder
May 11, 2025
Date
Exhibit 10.1
EXECUTION VERSION
Exhibit A
Form of Executive Change in Control Termination Agreement
[Attached.]
Exhibit 10.2
EXECUTION VERSION
July 30, 2025
Bertrand Loy
c/o Entegris, Inc.
129 Concord Road
Billerica, MA 01821
Dear Bertrand,
On behalf of Entegris, Inc. (“Entegris” or the “Company”) and its Board of Directors (the “Board”), I would like to thank you for your long service to the Company and its shareholders, during which you demonstrated exceptional leadership and made immeasurable contributions. We appreciate your willingness to provide continued support and expertise to the Company as Executive Chair of the Board (“Executive Chair”).
This Transition Services Agreement (this “Agreement”) is intended to set forth key terms of your employment during the Term (as defined below). Except as expressly modified by this Agreement, the terms and conditions of the Executive Employment Agreement by and between you and the Company effective November 28, 2012 (the “Employment Agreement”), including the rights and the obligations of you and the Company thereunder, will remain unchanged and in full force and effect, including, without limitation, obligations and restrictive covenants under Section 7 and 9 of the Employment Agreement.
This Agreement does not modify the terms of your Executive Change of Control Termination Agreement with the Company dated August 10, 2005, as amended on April 26, 2013 and February 5, 2020.
1.Position and Duties.
a.Upon the Effective Date (as defined below), you agree to provide services as Executive Chair pursuant to this Agreement, reporting directly to the Board. As Executive Chair, your responsibilities will include assisting with the transition of responsibilities and business relationships to the successor Chief Executive Officer, participating in Board activities as a non-independent director, advising on, as requested, matters such as corporate development, business strategy, investor and public relations and other key stakeholder relationships, and assisting in Board member recruiting. You and the Company agree that, based on the anticipated level of services that you will perform for the Company during the Term, you are not expected to experience a “separation from service” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder during the Term.
b.You agree to devote your business time and efforts to the business and affairs of the Company to the extent necessary and appropriate for the diligent performance of the duties and responsibilities assigned to you hereunder, subject to periods of vacation and sick leave to which you are entitled. Notwithstanding the foregoing, you may serve on civic or charitable boards or committees and manage your personal investments and affairs, and continue to serve on any corporate board of directors on which you serve as of the Effective Date, to the extent such activities do not materially interfere with the performance of your duties and responsibilities hereunder. In addition, after consultation with the Board or the Governance & Nominating Committee of the Board, as to appropriateness with regard to your duties and responsibilities to the Company, you may also serve on other corporate boards of directors of corporations which are not Competitors (as defined in the Employment Agreement), provided, however, that you will at no time during the term of this Agreement serve on the board of directors of more than two publicly traded corporations other than the Company. In no event during the Term will you knowingly invest in any business which materially competes with the Company.
2.Effectiveness; Term.
a.The “Term” will commence on the Effective Date and end on the End Date (inclusive).
b.The “Effective Date” will be the employment start date of your successor as President and Chief Executive Officer of the Company, which is anticipated to occur on August 18, 2025.
c.On the Effective Date, you will cease to serve as President and Chief Executive Officer of the Company and will begin to serve as Executive Chair. Thereafter, you agree to serve as Executive Chair until the earlier of (x) the date this Agreement and your employment is terminated by the Company or you for any reason and (y) July 31, 2026, unless you and the Company (the “Parties”) mutually agree to extend this Agreement, in which case such date will be the date mutually agreed between the Parties (the earlier of (x) and (y), the “End Date”).
d.During the Term, the Company will cause you to be nominated for election as a member of the Board, with your continued service on the Board subject to approval by the Company’s shareholders.
e.Upon termination of your employment for any reason and unless otherwise agreed to by the Parties, you will be deemed to have resigned, without any further action by you, from any and all officer positions that you, immediately prior to such termination, held with the Company and from any and all officer and director positions that you, immediately prior to such termination, held with any of its affiliates. If for any reason this Agreement is deemed to be insufficient to effectuate such resignations, then you will, upon the Company’s request, execute any documents or instruments that the Company may deem necessary or desirable to effectuate such resignations.
3.Satisfaction of Retirement Vesting Conditions and Related Provisions.
Effective upon the Effective Date:
a.The Parties acknowledge and agree that you have satisfied all Company age, service and notice requirements necessary for your termination of employment with the Company to constitute a “retirement” (as defined in the award agreements for the Company
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equity awards granted to you in 2025, with such “retirement” definition to apply globally for purposes of this Agreement, provided that, for the avoidance of doubt, continued service as a non-employee director of the Company shall not be included when determining the date of retirement) and that you have satisfied the notice requirement to comply with the “retirement vesting criteria” (as defined in the award agreements for the Company equity awards granted to you in 2025, with such “retirement vesting criteria” definition to apply globally for purposes of this Agreement), including with respect to all outstanding Company equity awards that you hold as of the Effective Date (“Outstanding Awards”), as well as for purposes of the FY26 Awards and Pro Rata Bonus (as in each case, as defined below);
b.Outstanding Awards and FY26 Awards will be exercisable through the earlier of (x) four (4) years following the date of your retirement and (y) the award’s original expiration date, in each case, if such awards are vested stock options;
c.The Parties acknowledge and agree that if your employment is terminated by the Company without “Cause” (as defined in the Employment Agreement), your termination of employment will be deemed a retirement for purposes of the Outstanding Awards to the extent a greater percentage of the Outstanding Award would vest in connection with your retirement than in connection with a termination without Cause; and
d.You waive certain rights to resign for Good Reason in connection with the Outstanding Awards, as further set forth in Section 5 hereof.
This Agreement does not modify Outstanding Award terms, except as otherwise provided in this Section 3
4.Compensation. During the Term, the Company agrees to pay you the following compensation:
a.Base Salary. Beginning on the Effective Date, your annual base salary rate will be $800,000, less applicable deductions and tax withholdings.
b.Variable Compensation.
i.During the Term, you will be eligible to participate in the Entegris Incentive Plan or its successor (“EIP”), with a target bonus of 105% of your base salary, subject to Entegris performance against set annual goals.
ii.For 2025, your target annual bonus will be determined for the period from January 1, 2025 through the date prior to the Effective Date based on your base salary rate and target EIP bonus percentage as in effect immediately prior to the Effective Date, and for the period from the Effective Date through December 31, 2025, based on your $800,000 base salary rate and target EIP bonus percentage of 105%.
iii.For 2026, your target annual bonus will equal 105% of your 2026 annual base salary rate.
iv.Your EIP bonus is subject in all cases to details established by the Board or the Management Development & Compensation Committee of the Board and the EIP Plan document, as it may be established and modified from time to time.
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v.Your receipt of any EIP bonus during the Term will generally be contingent on your continued employment with the Company on the last day of the performance period applicable to the EIP, except as provided in Section 4(b)(vi).
vi.In connection with a termination of your employment from the Company, the following provisions will apply to your EIP bonus:
1.If your employment with the Company is terminated due to your death, Disability (as defined in the Employment Agreement), retirement or by the Company without Cause during an EIP performance period, you will be entitled to receive an amount equal to the product of (x) your target bonus opportunity for the performance period, (y) a fraction representing the percentage of the performance period that you served in a Qualifying Position and (z) the percentage factor determined by the Committee representing the percentage of target performance achieved based on actual performance for the full performance period (such product, the “Pro Rata Bonus”). The Pro Rata Bonus will be payable at the same time such EIP bonus is paid to other similarly situated active employees.
a.“Qualifying Position” will mean Executive Chair, provided that, for 2025, Qualifying Position will also mean President and Chief Executive Officer.
2.If you terminate employment with the Company prior to 2026, you will receive no EIP bonus for the 2026 performance period.
3.If your employment is terminated by the Company for Cause, you will not be entitled to any EIP bonus to the extent such bonus was unpaid as of your termination of employment, notwithstanding anything to the contrary herein.
c.Fiscal Year 2026 Equity Awards.
i.Subject to the Board’s approval, you will receive a grant of annual long-term incentive awards in fiscal 2026 with a cumulative target grant date value of $5,825,000 (the “FY26 Awards”).
ii.The target grant date value of the FY26 Awards will be converted into equity awards based on Entegris’ standard practice, with the equity award mix to conform generally with the equity award mix that applies to other Entegris executive officer awards during its annual 2026 equity grant cycle.
iii.The FY26 Awards will be subject to the same vesting terms and conditions that apply to the awards granted to Entegris executive officers during its annual 2026 equity grant cycle, including, without limitation, the performance goals applicable to PSUs and continued service requirements through the vesting dates(s).
iv.Notwithstanding the foregoing, in the event of a termination of your employment from the Company due to your retirement or a termination without Cause, a pro rata portion of the FY26 Awards would continue to vest per the vesting schedule set forth in the applicable award agreement (or, for
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PSUs, remain outstanding subject to attainment of the applicable performance metrics). The proration factor will be determined by dividing (x) the number of days you served as Executive Chair during 2026 by (y) 365, and with any PSU payout factor determined based on actual performance against the performance goals applicable to the PSUs.
d.Benefits. During the Term, Section 3.4 of the Employment Agreement will continue to apply.
e.Director Compensation. During the Term, you will not be entitled to earn compensation for your director service on Entegris’ Board. Following the End Date, you will be eligible to earn compensation on a go-forward basis for your service as a non-employee director on the Board in accordance with the Company’s non-employee director compensation program, as it may be amended from time to time.
5.Good Reason Waiver. By signing below, and in consideration of the compensation you will receive during the Term, you hereby acknowledge and agree that, (x) notwithstanding anything to the contrary in the Employment Agreement or any other agreement between you and the Company, “Good Reason” (as defined in such agreements) has not occurred as a result of or in connection with your transition from the position of President and Chief Executive Officer to Executive Chair, including, without limitation, in relation to changes in the nature or scope of your responsibilities, duties or authority in connection with such transition or changes in your base salary, other compensation or severance entitlements as contemplated by this Agreement and (y) upon and following the Effective Date, you will no longer have an opportunity to resign for Good Reason in any instance under the Employment Agreement (such that Sections 1.9 and 6.3 of the Employment Agreement will be deemed to have been amended and restated in their entirety to be replaced with the phrase [Reserved] and Section 5 of the Employment Agreement will be deemed to have been amended to strike the phrase “for Good Reason.”)
6.Termination of Employment. Section 6 of the Employment Agreement will remain in full force and effect, except as modified herein, with such modifications effective upon the Effective Date:
a.Section 6.2 of the Employment Agreement will be amended, restated and superseded in its entirety with the following, with defined terms and section references having the meanings ascribed to them in the Employment Agreement, except as otherwise expressly provided:
i.6.2. By Employer Without Cause. At any time during the Term (as defined in the Transition Services Agreement by and between the Executive and the Company dated as of July 30, 2025 (the “Transition Services Agreement”)), the Company may terminate the Executive’s employment for any reason other than Cause (and other than as a result of the Executive’s death or disability).
In the event of such termination of Executive’s employment by the Company without Cause, the Company will pay Executive (i) the Accrued Rights and (ii) the Pro Rata Bonus (as defined in the Transition Services Agreement), payable at the same time such EIP bonus is paid to other similarly situated active employees and (iii) pro rata continued vesting of the FY26 Awards (as defined in, and in accordance with, the Transition Services Agreement).
For the avoidance of doubt, the Executive shall not be eligible to receive any base salary continuation or continued health and dental benefits (aside from under the Consolidated Omnibus Budget Reconciliation Act of 1985) following
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the Executive’s termination of employment by the Company without Cause, including under Section 6.2(ii)-(iii) of the Executive’s Executive Employment Agreement with the Company dated as of November 28, 2012.
With respect to Outstanding Awards (as defined in the Transition Services Agreement) and FY26 Awards that are vested stock options, such awards shall be exercisable through the earlier of (x) four (4) years following the date of the Executive’s termination of employment with the Company and (y) the award’s original expiration date.
For the avoidance of doubt, the Executive’s termination of employment without Cause will be deemed a retirement (as defined in the Transition Services Agreement) for purposes of all Outstanding Awards and the FY26 Awards.
The benefits provided in this Subsection 6.2 are expressly conditioned on Executive fulfilling his obligations under Sections 7 and 9 below.
b.Section 6.3 of the Employment Agreement will be amended, restated and superseded in its entirety with the phrase [Reserved.]
c.Sections 6.1, 6.4, 6.5 and 6.6 of the Employment Agreement will remain in full force and effect without modification.
7.Indemnification. During the Term, you will continue to receive the same or comparable indemnification protections and directors’ and officers’ liability insurance coverage as those applicable to you immediately prior to the Effective Date. For the avoidance of doubt, the Indemnification Agreement between you and the Company shall remain in full force and effect in accordance with its terms and shall not be amended, superseded, or otherwise affected by this Agreement.
8.Stock Ownership Guidelines. You will be expected to maintain compliance with the Company’s Stock Ownership Guidelines applicable to the Executive Chair level, pursuant to which you must retain ownership of Company shares having an aggregate market value equal to six times your annual base salary.
9.Recoupment Policy. Certain compensation paid or provided to you is subject to the terms of the Amended and Restated Entegris, Inc. Clawback Policy, as in effect from time to time.
10.409A. This Agreement and the payments and benefits referenced herein are intended to be exempt from, or to the extent subject thereto, comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement will be interpreted to be in compliance therewith. Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon your termination of employment will be payable only upon your “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”). Notwithstanding anything in this Agreement or any other agreement providing compensatory payments to you to the contrary, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A, any payment of compensation or benefits to which you are entitled under this Agreement or any other compensatory plan or agreement that is considered nonqualified deferred compensation under Section 409A payable as a result of your Separation from Service will be delayed to the extent required in order to avoid a prohibited
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distribution under Section 409A until the earlier of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company or (ii) the date of your death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence will be paid in a lump sum to you (or your estate or beneficiaries), and any remaining payments due to you under this Agreement or any other compensatory plan or agreement will be paid as otherwise provided herein or therein. For purposes of Section 409A, each amount to be paid or installment or benefit to be provided under this Agreement will be construed as a separate identified payment.
11.Certain Relationships of this Agreement to the Employment Agreement and Award Agreements.
a.As of the Effective Date, the following sections of this Agreement amend and supersede (collectively “supersede”) the following sections of the Employment Agreement in their entirety: Section 1 of this Agreement supersedes Section 2 of the Employment Agreement, Section 2 of this Agreement supersedes Section 4 of the Employment Agreement, and Section 4 of this Agreement supersedes Section 3 of the Employment Agreement except with respect to Section 3.4 of the Employment Agreement (which remains in effect through the Term of this Agreement).
b.Section 10 of this Agreement is intended to supplement Section 10 of the Employment Agreement.
c.Upon and following the Effective Date, (i) references to “this Agreement” in the Employment Agreement shall mean the Employment Agreement as modified by this Transition Services Agreement (the “Modified Agreement”) and the first sentence in the release in Attachment A to the Employment Agreement shall be deemed to refer to the Modified Agreement, (ii) the recitals to the Employment Agreement shall be disregarded and (iii) the reference to “Chief Executive Officer” in Section 8 of the Employment Agreement shall be deemed replaced with “Executive Chair”.
d.The restrictive covenants under any of your Company equity award agreements shall continue to apply in accordance with the terms of the applicable equity award agreements.
12.Severability: If any provision of this Agreement shall be held by a court or arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect.
13.Miscellaneous. This Agreement may be amended only by a written instrument signed by the you and the Company. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, other than the provisions thereof relating to conflict of laws. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators (with respect to you) and assigns. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Entegris reserves the right to make changes to its plans at any time. Your employment with Entegris is at-will and either party can terminate the employment relationship at any time with or without cause and with or without notice.
[Signature Page Follows]
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Please indicate your acceptance of the terms of this Agreement by signing below. Upon your signature below, effective upon the Effective Date, this will become our binding agreement with respect to your employment and its terms, merging and superseding in their entirety all other or prior written or oral offers, agreements and communications, except as otherwise provided herein. In accepting this Agreement and signing below, you acknowledge that you have not relied upon any statement, promise, agreement or representation not set forth in this Agreement.
We are excited about the future of Entegris and your continued leadership in the role of Executive Chair.
Best regards,/s/ James F. Gentilcore
James F. Gentilcore
Lead Independent Director of the Board of Directors of Entegris
By signing below, I acknowledge, agree, and attest that I have reviewed the information above, accept the terms of this Transition Services Agreement, and am the person whose name appears at the top of this Agreement.
ACCEPTED:
/s/ Bertrand Loy
Bertrand Loy
Date: July 30, 2025
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Exhibit 10.3
ENTEGRIS, INC.
Performance Share Unit Award Agreement
(2020 Stock Plan)
Entegris, Inc. (the “Company”) may periodically make equity incentive awards consisting of performance share units with respect to the Company’s Common Stock, $0.01 par value (“Stock”), to certain key employees, non-employee directors, consultants or advisors of the Company under the Company’s 2020 Stock Plan (as amended from time to time, the “Plan”). Any key employee, non-employee director, consultant or advisor (“Participant”) who receives a performance share unit award (the “Award”) is notified in writing or via email and the Award is credited to Participant’s account and reflected under the Stock Plans section on Fidelity’s NetBenefits website. To accept the Award, click on the “Begin your grant acceptance now” link located in the New Grant Alert notification or scroll down to and expand the Stock Plans section; then click on “Begin Acceptance” and follow the prompts. To accept the Award, Participant must agree to the Restrictive Covenant Agreement attached hereto as Exhibit A. By accepting the Award, Participant: (i) acknowledges that Participant has received a copy of the Plan, of the related prospectus providing information concerning awards under the Plan and of the Company’s most recent Annual Report on Form 10-K; (ii) acknowledges and agrees that Participant occupies a position of trust and confidence with the Company or its Affiliates and therefore owes the Company and its Affiliates a duty of loyalty to protect the interests of the Company; and (iii) accepts the Award and agrees with the Company that the Award is subject to the terms of the Plan and to the following terms and conditions. If Participant fails to accept the Award and all of the terms and conditions set forth in this Agreement (as defined below) within one hundred and twenty days following the Award Date, then this Award shall be cancelled and this Agreement shall be of no further force and effect.
Participant Name: #ParticipantName#
Employee ID: #EmployeeID#
Award Date: #AwardDate#
Article I – PERFORMANCE SHARE UNIT AWARD
1.1. Award Date. This Performance Share Unit Award Agreement, including any additional terms and conditions for Participant’s country set forth in the appendix attached hereto (the “Appendix,” and together with the Performance Share Unit Award Agreement, this “Agreement”) shall take effect as of the date specified in the Stock Plans section as of the Award Date provided to Participant online through Fidelity’s NetBenefits website (the “Award Date”).
1.2. Performance Share Units Subject to Award. The Award consists of that number of performance share units (the “PSU”) with respect to the Stock that has been approved for the Award to Participant by the Administrator as the target number of PSUs (“Target PSUs”). The Target PSUs shall be subject to increase or decrease in accordance with Sections 1.3 and 1.4 below. Each PSU is equivalent to one share of the Stock (subject to adjustment under the Plan). Participant’s rights to the PSU are subject to the restrictions described in this Agreement and in the Plan (which is incorporated herein by reference with
the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law.
1.3. Earned Performance Share Units. The number of PSUs earned under this Agreement (the “Earned PSUs”) shall be equal to the Target PSUs multiplied by the TSR Performance Multiplier (as defined herein), rounded up to the nearest whole unit. The “TSR Performance Multiplier” will be determined by comparing the Company’s total stockholder return to the total stockholder return of each of the companies in the Comparator Peer Group (as set forth below) over the period commencing on January 1, 2025 and ending on December 31, 2027 (the “Performance Period”) to determine the Company’s TSR ranking against the Comparator Group. For purposes of computing total stockholder return: (i), any dividends paid by the Company or the companies in the Comparator Group shall be treated as having been reinvested at the closing price as of the ex-dividend date; and (ii) the beginning stock price will be the average stock price over the 20 trading days ending on the last trading day immediately preceding the date on which the Performance Period begins and the ending stock price will be the average stock price over the 20 trading days ending on the last day of the Performance Period (adjusted, as applicable, for stock splits, reorganizations, recapitalizations, or similar corporate transactions during such period).
1.4. Calculation of the TSR Performance Multiplier. The TSR Performance Multiplier will be calculated as set forth in the following table based upon the Company’s total stockholder return over the Performance Period when ranked against the total stockholder return over the Performance Period of each of the companies in the Comparator Peer Group:
Company TSR Percentile Rank | TSR Performance Multiplier | ||||
Below 25th percentile | 0% | ||||
25th percentile | 50% | ||||
50th percentile | 100% | ||||
85th percentile or above | 200% | ||||
If the Company’s total stockholder return percentile rank during the Performance Period is between the 25th and the 50th percentiles or between the 50th and the 85th percentiles, the TSR Performance Multiplier will be determined using straight line interpolation based on the actual percentile ranking, rounded to the nearest whole percentage.
The Award shall be subject to limitation that, if the Company’s absolute total shareholder return is negative, then the maximum number of shares that may be earned is the Target PSUs.
As used herein, the “Comparator Peer Group” consists of those companies that are in the Philadelphia Semiconductor Index on the Award Date; provided that, except as provided below, the common stock (or similar equity security) of each such peer company is continually listed or traded on a national securities exchange from the first day of the Performance Period through the last trading day of the Performance Period. In the event a
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member of the Comparator Peer Group files for bankruptcy or liquidates due to an insolvency or is delisted due to failure to meet the national securities exchange’s minimum market capitalization requirement, such company shall continue to be treated as a Comparator Peer Group member, and such company’s ending price will be treated as $0 if the common stock (or similar equity security) of such company is no longer listed or traded on a national securities exchange on the last trading day of the Performance Period (and if multiple members of the Comparator Peer Group file for bankruptcy or liquidate due to an insolvency or are delisted for such reason, such members shall be ranked in order of when such bankruptcy or liquidation occurs, with earlier bankruptcies, liquidations or delistings ranking lower than later bankruptcies, liquidations or delistings). If a member of the Comparator Peer Group is acquired or becomes a private company, such entity shall be removed from the Comparator Peer Group on the effective date of the consummation of such transaction. In the event of a formation of a new parent company by a Comparator Peer Group member, substantially all of the assets and liabilities of which consist immediately after the transaction of the equity interests in the original Comparator Peer Group member or the assets and liabilities of such Comparator Peer Group member immediately prior to the transaction, such new parent company shall be substituted for the Comparator Peer Group member to the extent (and for such period of time) as its common stock (or similar equity securities) are listed or traded on a national securities exchange but the common stock (or similar equity securities) of the original Comparator Peer Group member are not. In the event of a merger or other business combination of two Comparator Peer Group members (including, without limitation, the acquisition of one Comparator Peer Group member, or all or substantially all of its assets, by another Comparator Peer Group member), the surviving, resulting or successor entity, as the case may be, shall continue to be treated as a member of the Comparator Peer Group, provided that the common stock (or similar equity security) of such entity is listed or traded on a national securities exchange through the last trading day of the Performance Period. With respect to the preceding two sentences, the applicable stock prices shall be equitably and proportionately adjusted to the extent (if any) necessary to preserve the intended incentives of the awards and mitigate the impact of the transaction. If the mechanics of the transaction or other change by a Comparator Peer Group is not covered in the above list, the Committee shall determine the treatment of such transaction or other change in its discretion.
1.5. Vesting of PSUs. The term “vest” as used herein with respect to any PSU means the achievement of the conditions described herein with respect to such PSU. The Award shall not be vested as of the Award Date and shall be forfeitable by Participant without consideration or compensation in accordance with Section 1.6 below unless and until otherwise vested pursuant to the terms of this Agreement. Participant has no rights, partial or otherwise, in the Award and/or any Stock subject thereto unless and until the Award has been earned pursuant to Section 1.3 and vested pursuant to this Section 1.5 or vested pursuant to Section 1.7. Provided that Participant remains continuously employed by the Company or an Affiliate through the Maturity Date (as defined below), a number of PSUs equal to the Earned PSUs shall vest as follows on April 5th of the year following the third anniversary of the Award Date (the “Maturity Date”). Each Vested Unit shall be settled by the delivery of one share of Stock (subject to adjustment under the Plan). Subject to Section
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1.7 and Section 2.3 below, settlement will occur as soon as practicable following certification by the Administrator of the number of Earned PSUs and passage of the Maturity Date (or, if earlier, the date the Award becomes vested), but in no event later than the earlier of (i) 90 days following the Maturity Date (or such earlier date that the Award becomes vested), or (ii) March 15th of the year following the year in which the Award becomes vested. No fractional shares of Stock shall be issued pursuant to this Agreement.
1.6. Forfeiture Risk. Subject to Section 1.7, if Participant ceases to be employed or retained by the Company or an Affiliate for any reason, any then-outstanding PSU that is not a Vested Unit acquired by Participant hereunder shall be automatically and immediately forfeited. Participant hereby appoints the Company as the attorney-in-fact of Participant to take such actions as may be necessary or appropriate to effectuate the cancellation of a forfeited PSU.
1.7. Early Vesting of PSUs. This Section sets forth the exclusive circumstances under which Participant may become entitled to Vested Units even though he or she is not employed through the Maturity Date. The provisions of clauses (d) and (e) of this Section 1.7 shall govern the Award notwithstanding the provisions of any Executive Change In Control Termination Agreement (or similar agreement) that may exist between the Company or an Affiliate and Participant.
(a) Death and Disability. If Participant’s employment, tenure or service, as applicable, terminates due to the death or Disability (as defined below) of Participant and such death or Disability occurs (i) prior to the Maturity Date and also the date of a Change in Control, Participant shall continue to be entitled to receive the Earned PSUs granted hereunder (without proration), to the extent earned as of the earlier of the Maturity Date and the date of a Change in Control, and any such Earned PSU shall be settled in accordance with Section 1.5 or (ii) prior to the Maturity Date but on or following the date of a Change in Control and such PSUs become Earned PSUs as of the date of a Change in Control as provided in clause (e) below and as calculated in accordance with clause (d) below, such Earned PSUs shall be Vested Units and shall be settled and delivered to Participant as soon as practicable following the date of such death or Disability and, in any event, no later than thirty (30) days thereafter.
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(b) Retirement. If (i) Participant ceases to be an employee due to Retirement prior to the Maturity Date and (ii) Participant has been continuously employed or retained by the Company or an Affiliate for no less than twelve (12) months following the Award Date as of the date Participant ceases to be an employee as a result of Participant’s Retirement, then, subject to compliance with the Retirement Vesting Criteria, Participant shall continue to be entitled to receive the Earned PSUs hereunder (without proration) to the extent earned as of the earlier of the Maturity Date and the date of a Change in Control, and shall be settled in accordance with Section 1.5 (to the extent such PSUs become Earned PSUs as of the Maturity Date) or clauses (d)-(e) below (to the extent such PSUs become Earned PSUs as of the date of a Change in Control), as applicable. Notwithstanding the foregoing, (x) to the extent the PSU becomes an Earned PSU as of the date of a Change in Control, (1) the applicable level of performance shall be calculated in accordance with clause (d) below and (2) such Earned PSU shall be subject to clauses (c) and (d) below, and (y) if Participant satisfies the requirements of Retirement and Participant’s employment, tenure or service is terminated without Cause (as defined below), the twelve (12)-month service condition described in Section 1.6(a)(ii) above shall not apply.
(c) Change in Control – Award Not Assumed or Substituted. In the event of a Change in Control where the Award is not continued or assumed by a public company, the Earned PSU, to the extent earned pursuant to the next sentence, shall be fully vested immediately prior to the Change in Control and such Earned PSUs shall be Vested Units. The number of Earned PSUs at the time of a Change in Control shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date (as defined in Section 1.5), with the number of Earned PSUs determined as set forth in Section 1.4 above, based upon the Company’s total stockholder return and the total stockholder return of each of the companies in the Comparator Peer Group through the date of the Change in Control (and, with respect to the Company, instead of the 20-business day average, taking into account the consideration per share to be paid in the Change in Control transaction). Such Vested Units shall be settled and delivered to participant as soon as practicable following the date of the Change in Control and, in any event, no later than thirty (30) days thereafter.
(d) Change in Control – Award Assumed or Substituted. In the event of a Change in Control where the Award is continued or assumed by a public company, then payment of the Earned PSUs calculated in accordance with clause (d) above, shall continue to be contingent on Participant’s employment through the Maturity Date unless (x) there is a Qualifying Termination within two years following the Change in Control or (y) Participant ceases to be an employee due to Retirement (subject to compliance with the Retirement Vesting Criteria).
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If such a Qualifying Termination occurs, the restrictions on all unvested Earned PSUs shall immediately lapse and such unvested Earned PSUs shall be Vested Units and shall be settled and delivered to Participant as soon as practicable following the date of the Qualifying Termination and, in any event, no later than thirty (30) days thereafter. Notwithstanding the foregoing, to the extent that such Earned PSUs are held by a Participant who is or may become eligible for Retirement prior to the Maturity Date, such Participant’s employment is terminated in accordance with this Section 1.7(d) and (i) such Change in Control constitutes a change in control event within the meaning of Section 409A of the Code, then such Earned PSUs shall be settled as soon as practicable following such termination, and in no event later than thirty (30) days thereafter or (ii) such Change in Control does not constitute a change in control event within the meaning of Section 409A of the Code, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such Earned PSUs shall continue to be settled on the Maturity Date or at such earlier time that does not result in such accelerated taxation and/or tax penalties.
Except as provided in the foregoing paragraph or in Section 1.7(a), if Participant ceases to be an employee due to Retirement prior to the Maturity Date, then, subject to Participant’s compliance with the Retirement Vesting Criteria through the Maturity Date, the restrictions on all unvested Earned PSUs shall immediately lapse as of the Maturity Date and such unvested Earned PSUs shall be Vested Units, and shall be settled and delivered to Participant on the Maturity Date.
1.8. Nontransferability of PSUs. The PSU acquired by Participant pursuant to this Agreement shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of except as provided below and in the Plan.
1.9. Dividends Equivalent Rights.
(a) As of each date on which the Company pays an ordinary cash dividend to record owners of shares of Stock, Participant’s account shall, as of each such dividend date, be credited with a cash amount (without interest) equal to the product of the total number of shares subject to the Target PSU immediately prior to such dividend date multiplied by the dollar amount of the cash dividend paid per share of Stock by the Company on such dividend date (such amount, the “Dividend Equivalent Amount”). The Dividend Equivalent Amount, which shall be adjusted to reflect the number of Earned PSUs, shall be subject to the same vesting conditions and settlement terms as the PSU shares to which they relate.
(b) Notwithstanding the foregoing, Participant shall not be entitled: (i) to receive any dividends or other distributions paid with respect to the Stock to which the PSU relates, or (ii) to vote any Stock with respect to which the PSU relates, unless and until, and only to the extent, the PSU becomes vested and Participant becomes a stockholder of record with respect to such shares of Stock.
1.10. Sale of Vested Shares. Participant understands that Participant will be free to sell any Stock with respect to which the PSU relates once the PSU has vested and settled, subject to (i) satisfaction of any applicable tax withholding requirements with respect to the vesting of
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such PSU; (ii) the completion of any administrative steps (for example, but without limitation, the transfer of certificates) that the Company may reasonably impose; and (iii) applicable requirements of federal and state securities laws.
1.11. Certain Tax Matters. Participant expressly acknowledges that the award or vesting of the PSU acquired hereunder may give rise to income subject to withholding. Participant expressly acknowledges and agrees that Participant’s rights hereunder are subject to Participant promptly paying to the Company all taxes required to be withheld in connection with such award, vesting, settlement and/or payment. Unless the Administrator determines otherwise, such payment of Participant’s withholding tax obligations shall be made through net share settlement procedures whereby that number of the vesting shares needed to cover the withholding tax obligation (calculated using the Fair Market Value of the Company’s stock on the date of vesting) shall be cancelled to fund the Company’s payment of the withholding tax obligation and the net shares remaining after such cancellation shall be credited to Participant’s account.
1.12 Equitable Adjustments. The Award is subject to adjustment pursuant to Section 15.1 of the Plan.
Article II – GENERAL PROVISIONS
2.1. Definitions. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. The following terms shall have the indicated meanings:
“Cause” means (a) “Cause” as defined in any individual agreement to which Participant and the Company or an Affiliate are parties or (b) if there is no such agreement or if it does not define Cause, the Company's termination of Participant’s employment with the Company or any Affiliate following the occurrence of any one or more of the following: (i) Participant’s conviction of, or plea of guilty or nolo contendere to, a felony; (ii) Participant’s willful and continual failure to substantially perform Participant’s duties after written notification by the Company; (iii) Participant’s willful engagement in conduct that is materially injurious to the Company or an Affiliate monetarily or otherwise; (iv) Participant’s commission of an act of gross misconduct in connection with the performance of Participant’s duties; (v) Participant’s material breach of any employment, confidentiality, or other similar agreement between the Company or an Affiliate and Participant; or (vi) prior to a Change in Control, such other events as shall be determined by the Administrator. For purposes of Section 1.7(b) of this Agreement only, the term “Cause” means that Participant’s employment was terminated by the Company or an Affiliate, as applicable, as a result of: (i) Participant’s failure to perform Participant’s duties; (ii) Participant’s failure to comply with any lawful directive of the Company or Participant’s supervisor; (iii) Participant’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its Affiliates; (iv) Participant’s embezzlement, misappropriation, or fraud, whether or not related to Participant’s employment with the Company or an Affiliate, as applicable; (v) Participant’s violation of the Company’s Code of Business Ethics or undisclosed actual, potential or reasonably perceived conflict of interest; (vi) Participant’s conviction of or plea of guilty or nolo contendere to a crime; (vii) Participant’s violation of
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the Company’s written policies, including written policies related to discrimination, harassment, trade compliance, business partner risk management, financial controls, financial reporting, performance of illegal or unethical activities, and ethical misconduct; (viii) Participant’s misappropriation, mishandling or unauthorized disclosure of Confidential Information (except as required or protected by law); (ix) Participant’s breach of any obligation under this Agreement or any other written agreement between Participant and the Company or an Affiliate, as applicable; or (x) Participant’s engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute.
“Disability” means a disability as defined under Treasury regulation section 1.409A-3(i)(4)(i)(A) which generally means that Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
“Retirement” means Participant’s employment, tenure or service, as applicable, with the Company and its Affiliates is terminated after (x) Participant has provided at least five (5) years of consecutive years of service with the Company or an Affiliate thereof, (y) Participant is at least fifty-five (55) years old as of the date of Retirement, and (z) Participant’s age plus complete years of service with the Company or an Affiliate thereof as of Participant’s date of termination equals at least seventy (70).
“Retirement Vesting Criteria” means that Participant (x) provides six (6) months’ advance written notice to the Company of Participant’s Retirement (which notice may be waived at the discretion of the Administrator), (y) executes a release of claims in favor of the Company in a form satisfactory to the Company and such release becomes effective within sixty (60) days following the date of termination due to Retirement (which release may be waived at the discretion of the Administrator), and (z) continues to comply with and does not violate the terms of the Restrictive Covenant Agreement attached hereto as Exhibit A through the Maturity Date. Determination as to whether Participant complies with and has not violated the terms of the Restrictive Covenant Agreement will be made in good faith by the Company.
“Qualifying Termination” means the termination of a Participant’s employment with the Company or an Affiliate (a) by the Company for any reason other than Cause, death, or total and permanent disability (as that term is defined in the Company’s disability insurance policy in effect on the Award Date); or (b) by Participant because of the occurrence, without Participant’s consent, of (i) a material reduction in the position, duties, or responsibilities of Participant from those in effect immediately prior to such change; (ii) a reduction in Participant’s base salary; (iii) a relocation of Participant’s primary work location to a distance of more than 50 miles from its location as of immediately prior to such change; or (iv) a material breach by the Company or an Affiliate of any employment agreement with Participant. In order to invoke a termination of employment pursuant to clause (b) of this definition, Participant shall provide written notice to the Company of the existence of one or
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more of the conditions described in clauses (i) through (iv) within 90 days following Participant’s knowledge of the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition(s). In the event that the Company fails to remedy the condition(s) covered by clause (b) of this definition during the Cure Period, Participant must terminate employment, if at all, within 90 days following the Cure Period in order for such termination of employment to constitute a Qualifying Termination.
2.2. No Understandings as to Employment etc. Participant further expressly acknowledges that nothing in the Plan or any modification thereto, in the Award or in this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to employ or retain Participant for any period or with respect to the terms of Participant’s employment or to give rise to any right to remain in the service of the Company or any Affiliate, and Participant shall remain subject to discharge to the same extent as if the Plan had never been adopted or the Award had never been made.
2.3. Compliance with Section 409A of the Code. Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Plan and this Agreement shall be construed or deemed to be amended as necessary to remain exempt from or comply with the requirements of Section 409A of the Code and to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code. The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code applicable to the Plan and this Agreement and shall interpret the terms of each consistently therewith. Under no circumstances, however, shall the Company, an Affiliate, or a subsidiary have any liability under the Plan or this Agreement for any taxes, penalties, or interest due on amounts paid or payable pursuant to the Plan and/or this Agreement, including any taxes, penalties, or interest imposed under Section 409A of the Code. In the event that it is determined by the Company that, as a result of the deferred compensation tax rules under Section 409A of the Code (and any related regulations or other pronouncements thereunder) (the “Deferred Compensation Tax Rules”), benefits that Participant is entitled to receive under the terms of this Agreement are deferred compensation subject to tax under the Deferred Compensation Tax Rules, (i) Participant shall not be considered to have terminated employment for purposes hereof until Participant would be considered to have incurred a “separation from service” within the meaning of the Deferred Compensation Tax Rules and (ii) the Company shall, in lieu of providing such benefit when otherwise due under this Agreement, instead provide such benefit on the first day on which such provision would not result in Participant incurring any tax liability under the Deferred Compensation Tax Rules; which day, if Participant is a “specified employee” (within the meaning of the Deferred Compensation Tax Rules), shall, in the event the benefit to be provided is due to Participant’s “separation from service” (within the meaning of the Deferred Compensation Tax Rules) with the Company and its subsidiaries, be the first day following the six-month period beginning on the date of such separation from service. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separately identified payment for purposes of the Deferred Compensation Tax Rules, and any payments described in this Agreement that are due within the “short term deferral period” as defined
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in the Deferred Compensation Tax Rules shall not be treated as deferred compensation unless applicable law requires otherwise.
2.4. Data Protection Waiver. Participant understands and agrees that in order to process and administer the Award and the Plan, the Company and the Administrator may process personal data and/or sensitive personal information concerning Participant. Such data and information includes, but is not limited to, the information provided in the Award grant package and any changes thereto, other appropriate personal and financial data about Participant, and information about Participant’s participation in the Plan and transactions under the Plan from time to time. Participant hereby gives his or her explicit consent to the Company and the Administrator to process any such personal data and/or sensitive personal information. Participant also hereby gives his or her explicit consent to the Company and the Administrator to transfer any such personal data and/or sensitive personal data outside the country in which Participant works, is employed or provides services and to the United States. The legal persons granted access to such Participant personal data are intended to include the Company, the Administrator, the outside plan administrator as selected by the Company from time to time, and any other compensation consultant or person that the Company or the Administrator may deem appropriate for the administration of the Plan or the Award. Participant has been informed of his or her right of access and correction to Participant’s personal data by contacting the Company. Participant also understands that the transfer of the information outlined herein is important to the administration of the Award and the Plan and failure to consent to the transmission of such information may limit or prohibit Participant’s participation under the Plan and/or void the Award.
2.5. Savings Clause. In the event that Participant is employed or provides services in a jurisdiction where the performance of any term or provision of this Agreement by the Company: (i) will result in a breach or violation of any statute, law, ordinance, regulation, rule, judgment, decree, order or statement of public policy of any court or governmental agency, board, bureau, body, department or authority, or (ii) will result in the creation or imposition of any penalty, charge, restriction, or material adverse effect upon the Company or an Affiliate, then any such term or provision shall be null, void and of no effect.
2.6. Amendment. The Company may amend the provisions of this Agreement at any time; provided that an amendment that would materially adversely affect Participant’s rights under this Agreement shall be subject to the written consent of Participant. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.
2.7. Acts of Misconduct. If Participant has allegedly committed an act of serious misconduct, including, but not limited to, embezzlement, fraud, dishonesty, unauthorized disclosure of trade secrets or confidential information, breach of fiduciary duty or nonpayment of an obligation owed to the Company, an executive officer of the Company may suspend Participant’s rights under the Award, including the vesting of the Award and the settlement of vested PSUs, subject to the Administrator’s final decision regarding termination of the
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Award. No rights under the Award may be exercised during such suspension or after such termination.
2.8. Disputes.
(a) Participants Located Outside of the United States. If Participant is located outside of the United States, the Administrator or its delegate shall finally and conclusively determine any disagreement concerning the Award.
(b) Participants Located in the United States. If Participant is located in the United States, Participant agrees to be bound by the Arbitration Agreement attached hereto as Exhibit B.
(c) Release. Participant hereby declares that Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of Participant’s participation in the Plan and therefore grants a full and broad release to the Company with respect to any claim that may arise under the Plan.
2.9. Plan. The terms and provisions of the Plan are incorporated herein by reference, a copy of which has been provided or made available to Participant. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.
2.10. Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.
2.11. Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereof; provided, however, that to the extent that Participant has entered into an employment agreement, severance agreement or change in control termination agreement with the Company that provides for vesting terms that are more favorable than the vesting terms set forth in this Agreement or the Plan, such more favorable vesting terms shall apply.
2.12 Claw Back Policy. This grant is subject to the terms of the Company’s Claw Back Policy, as it may be amended, modified, superseded or replaced from time to time.
2.13 Governing Law and Venue. This Agreement and all determinations made and actions taken hereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the PSU or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of New Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby
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irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
2.14 Compliance with Law. Notwithstanding any other provision in the Plan or this Agreement, unless there is an available exemption from registration, qualification or other legal requirement applicable to the shares of Stock, the Company shall not be required to permit the vesting of the Award and/or deliver any shares of Stock prior to the completion of any registration or qualification of the shares of Stock under any U.S. or non-U.S. local, state or federal securities, exchange control or other applicable law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state or federal governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. Participant understands that the Company is under no obligation to register or qualify the shares of Stock with the SEC or any state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Stock subject to this Award. Further, Participant agrees that the Company shall have unilateral authority to amend this Agreement without Participant’s consent to the extent necessary to comply with securities or other laws applicable to the issuance of shares of Stock subject to this Award.
2.15 Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including but not limited Participant’s country, the Service Provider’s country and the country or country in which the shares of Stock are or may be listed, which may affect his or her ability, directly or indirectly, to acquire, sell or attempt to sell or otherwise dispose of shares of Stock or rights to shares of Stock (e.g., PSUs), under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by laws in the applicable jurisdiction(s)). Furthermore, Participant understands that he or she may be prohibited from (i) disclosing the inside information to any third party, including fellow employees, and (ii) “tipping” third parties by sharing with them Company inside information, or otherwise causing third parties to buy or sell Company securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions as well as any applicable Company insider trading policy, and Participant should consult with his or her personal legal advisor on this matter.
2.16 Exchange Control, Foreign Asset/Account and/or Tax Requirements. Participant acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect Participant’s ability to acquire or hold shares of Stock or cash received
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from participating in the Plan (including from any dividends paid on shares of Stock or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside Participant’s country. Participant may be required to report such accounts, assets, or transactions to the tax or other authorities in Participant’s country. Participant may also be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to Participant’s country through a designated bank or broker and/or within a certain time after receipt. Participant acknowledges that he or she may be subject to tax payment and/or reporting obligations as the result of participating in the Plan and/or the sale of shares of Stock acquired under the Plan. Participant further acknowledges that it is his or her responsibility to comply with such requirements and that Participant should speak with his or her personal tax, legal and financial advisors on this matter.
2.17 Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line electronic system established and maintained by the Company or a third party designated by the Company.
2.18 Language. Participant acknowledges that he or she is sufficiently proficient in English or has consulted with an advisor who is sufficiently proficient in English so as to allow Participant to understand the terms and conditions of this Agreement. If Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable law.
2.19 Appendix. Notwithstanding any provisions in this Agreement, the PSUs shall be subject to any additional terms and conditions for Participant’s country set forth in the Appendix attached hereto. Moreover, if Participant relocates to one of the countries included in the Appendix, the additional terms and conditions for such country, if any, will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
2.20 Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the PSUs and on the shares of Stock acquired upon settlement of the PSUs, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
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Exhibit 10.4
ENTEGRIS, INC.
Global RSU Award Agreement
(2020 Stock Plan)
Entegris, Inc. (the “Company”) may periodically make equity incentive awards consisting of restricted stock units with respect to the Company’s Common Stock, $0.01 par value (“Stock”), to certain key employees, non-employee directors, consultants or advisors of the Company and its affiliates under the Company’s 2020 Stock Plan (as amended from time to time, the “Plan”). Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. Any key employee, non-employee director, consultant or advisor (“Participant”) who receives a restricted stock unit award (the “Award”) is notified in writing or via email alert. The Award is credited to Participant’s account and reflected under the Stock Plans section on Fidelity’s NetBenefits website. To accept the Award, click on the “Begin your grant acceptance now” link located in the New Grant Alert notification or scroll down to and expand the Stock Plans section; then click on “Begin Acceptance” and follow the prompts. To accept the Award, Participant must agree to the Restrictive Covenant Agreement attached hereto as Exhibit A. If so requested by the Company or an Affiliate, as applicable, Participant may be required to separately sign (with wet signature) the Restrictive Covenant Agreement and/or the Agreement to Arbitrate for United States Employees. If Participant does not accept the Restrictive Covenant Agreement applicable to Participant by such time as may be required by the Company, Participant will forfeit the Award. By accepting the Award, Participant: (i) acknowledges that Participant has received a copy of the Plan, of the related prospectus providing information concerning awards under the Plan and of the Company’s most recent Annual Report on Form 10-K; (ii) acknowledges and agrees that Participant occupies a position of trust and confidence with the Company or its Affiliates and therefore owes the Company and its Affiliates a duty of loyalty to protect the interests of the Company; and (iii) accepts the Award and agrees with the Company that the Award is subject to the terms of the Plan and to the following terms and conditions. If Participant fails to accept the Award and all of the terms and conditions set forth in this Agreement (as defined below) within one hundred and twenty days following the Award Date, then this Award shall be cancelled and this Agreement shall be of no further force and effect.
Participant Name: #ParticipantName#
Employee ID: #EmployeeID#
Award Date: #AwardDate#
Article I – RSU Award
1.1. Award Date. This Global RSU Award Agreement, including any additional terms and conditions for Participant’s country set forth in the appendix attached hereto (the “Appendix,” and together with the Global RSU Award Agreement, this “Agreement”) shall take effect as of the date specified in the Stock Plans section as of the Award Date provided to Participant online through Fidelity’s NetBenefits website (the “Award Date”).
1.2. Restricted Stock Units Subject to Award. The Award consists of that number of restricted stock units (the “RSU”) with respect to the Stock that has been approved for the Award to
Participant by the Administrator. Each RSU is equivalent to one share of the Stock. Participant’s rights to the RSU are subject to the restrictions described in this Agreement and in the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law.
1.3. Nontransferability of RSUs. The RSU acquired by Participant pursuant to this Agreement shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of except as provided below and in the Plan.
1.4. Forfeiture Risk. Except as otherwise provided in this Agreement, if Participant ceases to be employed or retained by the Company or an Affiliate for any reason, any then-outstanding and unvested RSU acquired by Participant hereunder shall be automatically and immediately forfeited. Participant hereby appoints the Company as the attorney-in-fact of Participant to take such actions as may be necessary or appropriate to effectuate the cancellation of a forfeited RSU. For the avoidance of doubt, employment or other service during only a portion of the vesting period, but where Participant’s employment or other service relationship has terminated prior to a Vesting Date (as defined in Paragraph 2), will not entitle Participant to vest in a pro-rata portion of the RSUs.
For purposes of this Award, Participant’s employment or other service relationship will be considered terminated as of the date Participant is no longer actively employed or otherwise providing services to the Company or any of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where Participant is employed or otherwise rendering services or the terms of Participant’s employment or other service agreement, if any), and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment or other laws in the jurisdiction where Participant is employed or otherwise rendering services or the terms of Participant’s employment or other service agreement, if any). The Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Award (including whether Participant may still be considered to be providing services while on a leave of absence).
1.5. Vesting of RSUs. The RSU granted hereunder shall vest in accordance with the provisions of this Article I, Section 1.6 and applicable provisions of the Plan, as follows (each, a “Vesting Date”):
25% of the RSUs vest on #VestDate_1#
an additional 25% of the RSUs vest on #VestDate_2#
an additional 25% of the RSUs vest on #VestDate_3#
the final 25% of the RSUs vest on #VestDate_4#
Notwithstanding the foregoing, no RSU shall vest on any Vesting Date specified above unless: (A) Participant is then, and since the Award Date has continuously been, employed or retained by the Company or an Affiliate (subject to Sections 1.6 and 2.2); and (B) Participant has fulfilled the obligations specified in Section 1.10 below. Upon vesting, each
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RSU shall entitle Participant to receive one share of Stock (subject to adjustment under the Plan).
1.6. Retirement; Death; Disability.
(a) Notwithstanding Section 1.5, if (i) Participant’s employment, tenure or service, as applicable, is terminated prior to the final Vesting Date as a result of Participant’s Retirement and (ii) Participant has been continuously employed or retained by the Company or an Affiliate for no less than twelve (12) months following the Award Date as of the date of such termination of employment, tenure or service as a result of Participant’s Retirement, then, subject to Participant’s compliance with the Retirement Vesting Criteria, each of the RSUs granted hereunder that are outstanding as immediately prior to Participant’s Retirement shall remain outstanding and eligible to vest for purposes of this Award and be delivered on the applicable Vesting Dates in accordance with Section 1.7 below. Notwithstanding the preceding sentence, (x) if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in Participant’s jurisdiction that likely would result in the favorable Retirement treatment that otherwise would apply to the RSUs pursuant to this Section 1.6(a) being deemed unlawful and/or discriminatory, then the Company will not apply this favorable Retirement treatment at the time of Participant’s termination of service and the RSUs will be treated as they would under the rules that otherwise would have applied if Participant’s termination of service did not qualify as a Retirement and (y) if Participant meets the conditions for Retirement and Participant’s employment, tenure or service is terminated without Cause (as defined below), the twelve (12)-month service condition described in Section 1.6(a)(ii) above shall not apply.
(b) Notwithstanding Sections 1.5, 1.6(a) and 2.2, if Participant’s employment, tenure or service, as applicable, terminates due to the death or Disability of Participant, each then-outstanding RSU shall vest effective as of the date of death or Disability, as applicable, of Participant and shall be settled no later than thirty (30) days thereafter.
(c) For purposes of this Award:
(i) “Disability” means a disability as defined under Treasury regulation section 1.409A-3(i)(4)(i)(A) which generally means that Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
(ii) “Retirement” means Participant’s employment, tenure or service, as applicable, with the Company and its Affiliates is terminated after (x) Participant has provided at least five (5) years of consecutive years of service with the Company or an Affiliate thereof, (y) Participant is at least fifty-five (55) years old as of the date of Retirement, and (z) Participant’s age plus complete years of service with the Company or an Affiliate thereof as of Participant’s date of termination equals at least seventy (70).
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(iii) “Retirement Vesting Criteria” means that Participant (x) provides six (6) months’ advance written notice to the Company of Participant’s Retirement (which notice may be waived at the discretion of the Administrator and shall be waived on and following a Change in Control), (y) executes a release of claims in favor of the Company in a form satisfactory to the Company and such release becomes effective within sixty (60) days following the date of termination due to Retirement (which release may be waived at the discretion of the Administrator), and (z) continues to comply with and does not violate the terms of the Restrictive Covenant Agreement attached hereto as Exhibit A through the final Vesting Date. Determination as to whether Participant complies with and has not violated the terms of the Restrictive Covenant Agreement will be made in good faith by the Company.
1.7. Settlement of RSUs. Vested RSUs shall be settled in shares of Stock (or, in the discretion of the Administrator, in cash equal to the Fair Market Value thereof). Any shares of Stock (or cash equivalent, if applicable) issuable in respect of RSUs that have vested in accordance with the terms of this Agreement shall be delivered to Participant: (i) for RSUs that are exempt from Section 409A of the Code, as soon as practicable following vesting, and in no event later than 30 days thereafter and (ii) for RSUs that constitute deferred compensation under Section 409A of the Code, upon the date such vesting occurs, except as determined by the Company, but in no event later than the end of the calendar year in which such vesting occurs (or, if such calendar year ends within two and half months following the date such vesting occurs, no later than the fifteenth day of the third month following the date such vesting occurs). No fractional shares of Stock shall be issued pursuant to this Agreement.
1.8. Dividend Equivalent Rights.
(a) As of each date on which the Company pays an ordinary cash dividend to record owners of shares of Stock, Participant’s account shall, as of each such dividend date, be credited with a cash amount (without interest) equal to the product of the total number of shares subject to the RSU immediately prior to such dividend date multiplied by the dollar amount of the cash dividend paid per share of Stock by the Company on such dividend date (such amount, the “Dividend Equivalent Amount”). The Dividend Equivalent Amount shall be subject to the same vesting conditions and settlement terms as the RSU shares to which they relate.
(b) Notwithstanding the foregoing, Participant shall not be entitled: (i) to receive any dividends or other distributions paid with respect to the Stock to which the RSU relates, or (ii) to vote any Stock with respect to which the RSU relates, unless and until, and only to the extent, the RSU becomes vested and Participant becomes a stockholder of record with respect to such shares of Stock.
1.9. Sale of Vested Shares. Participant understands that Participant will be free to sell any Stock with respect to which the RSU relates once the RSU has vested and settled, subject to (i) satisfaction of any applicable tax withholding requirements or rights for Tax-Related Items (as defined in Section 1.10 below) with respect to the vesting of such RSU; (ii) the completion of any administrative steps (for example, but without limitation, the transfer of
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certificates) that the Company may reasonably impose; and (iii) applicable requirements of federal and state securities laws.
1.10. Responsibility for Taxes.
(a)Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate which employs Participant or for which Participant otherwise provides services (the “Service Recipient”), the ultimate liability for all income tax, social security contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable or deemed applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Service Recipient. Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs or the underlying shares of Stock, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such settlement and receipt of any Dividend Equivalent Amounts or dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Participant’s liability for Tax-Related Items or to achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)In connection with any relevant taxable or tax withholding event, as applicable, Participant agrees, and authorizes the Company accordingly, that any applicable withholding obligation or right with regard to Tax-Related Items will be satisfied by a net settlement procedure whereby a number of shares of Stock to cover the Tax-Related Items shall be cancelled to fund the Company's or the Service Recipient's, as applicable, withholding obligation or right and the net shares remaining after such cancellation shall be credited to Participant's account.
(c)If the net settlement procedure is problematic under or not in compliance with applicable laws or causes adverse accounting consequences, as determined by the Company in its discretion, the Company and/or the Service Recipient, or their respective agents, may satisfy any applicable withholding obligation or right with regard to Tax-Related Items by one or a combination of the following: (i) requiring Participant to make a payment in a form acceptable to the Company; (ii) withholding from Participant’s wages or other compensation payable to Participant; (iii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent); or (iv) any other method of withholding determined by the Company to be permitted by applicable law.
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(d)The Company and/or Service Recipient may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including maximum rates applicable in Participant’s jurisdiction. In the event of over-withholding, Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, Participant may seek a refund from local tax authorities to the extent Participant wishes to recover the over-withheld amount in the form of a refund. In the event of under-withholding, Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. To the extent the obligation for Tax-Related Items is satisfied by a net settlement procedure, for tax purposes, Participant will be deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of shares of Stock is cancelled solely for the purpose of funding the Tax Related Items.
(e)Finally, Participant agrees to pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the underlying shares of Stock or the proceeds from the sale of the shares of Stock if Participant fails to comply with his or her obligations in connection with the Tax-Related Items.
1.11 Nature of Grant. In accepting the RSUs, Participant acknowledges, understands and agrees that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted under the Plan;
(b)the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
(c)all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;
(d)Participant is voluntarily participating in the Plan;
(e)the RSUs and the shares of Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f)the RSUs and the shares of Stock subject to the RSUs, and the income from and value of same, are not part of normal or expected wages or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
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(g)the future value of the underlying shares of Stock is unknown, indeterminable, and cannot be predicted with certainty;
(h)no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of Participant’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where Participant is employed or otherwise rendering services or the terms of Participant’s employment or other service agreement, if any);
(i)unless otherwise provided by the Company, the RSUs and any shares of Stock acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of any Affiliate;
(j)unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock; and
(k)neither the Company, the Service Recipient nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to Participant pursuant to the settlement of the RSUs or the subsequent sale of shares of Stock acquired upon settlement.
Article II – GENERAL PROVISIONS
2.1. Definitions. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan.
2.2. Change in Control.
(a) Assumption or Substitution.
(i) If the Change in Control is one in which there is an acquiring or surviving entity, the Administrator may provide for the assumption or continuation of some or all outstanding Awards or for the grant of new awards in substitution therefor by the acquiror or survivor or an affiliate of the acquiror or survivor.
(ii) In the event of a Change in Control in which the successor company assumes or substitutes for the RSU (or in which the Company is the ultimate parent corporation and continues the Award), if Participant’s employment with such successor company (or the Company) or an affiliate thereof is involuntarily terminated without Cause by the successor
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employer or Participant resigns for Good Reason, in either case within 24 months following such Change in Control: the restrictions, limitations and other conditions applicable to the RSU shall lapse and the RSU shall become free of all restrictions, limitations and conditions and become fully vested and shall be settled in accordance with Section 1.7. Notwithstanding the foregoing, to the extent that such RSUs are held by a Participant who is or may become eligible for Retirement prior to the final Vesting Date, such Participant’s employment is terminated in accordance with this Section 2.2(a)(ii) and (A) such Change in Control constitutes a change in control event within the meaning of Section 409A of the Code, then such RSUs shall be settled as soon as practicable following such termination, and in no event later than 30 days thereafter or (B) such Change in Control does not constitute a change in control event within the meaning of Section 409A of the Code, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such RSUs shall continue to be settled on the applicable Vesting Dates or at such earlier time that does not result in such accelerated taxation and/or tax penalties.
(b) Awards Not Assumed or Substituted. In the event of a Change in Control in which the successor company does not assume or substitute for the RSU (or in which the Company is the ultimate parent corporation and does not continue the Award): the restrictions, limitations and other conditions applicable to the RSU shall lapse and the RSU shall become free of all restrictions, limitations and conditions and become fully vested and shall be settled in accordance with Section 1.7. Notwithstanding the foregoing, to the extent that such RSUs are held by a Participant who has Retired in accordance with Section 1.6 above or who is or may become eligible for Retirement prior to the final Vesting Date and (A) such Change in Control constitutes a change in control event within the meaning of Section 409A of the Code, then such RSUs shall be settled as soon as practicable following such Change in Control, and in no event later than 30 days thereafter or (B) such Change in Control does not constitute a change in control event within the meaning of Section 409A of the Code, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such RSUs shall continue to be settled on the applicable Vesting Dates or at such earlier time that does not result in such accelerated taxation and/or tax penalties.
(c) Good Reason Definition. For purposes of this Section 2.2, “Good Reason” means (i) “Good Reason” as defined in any individual agreement to which Participant and the Company or an Affiliate are parties, or (ii) if there is no such agreement or if it does not define Good Reason, without Participant’s prior written consent: (A) a reduction in Participant’s base salary; (B) a relocation of Participant’s primary work location to a distance of more than 50 miles from its location as of immediately prior to such change; or (C) a material breach by the Company or an Affiliate of any employment agreement with Participant. In order to invoke a termination of employment for Good Reason, a Participant shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (A) through (C) within 90 days following Participant’s knowledge of the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition(s). In the event that the Company fails to remedy the condition(s)
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constituting Good Reason during the Cure Period, Participant must terminate employment, if at all, within 90 days following the Cure Period in order for such termination to constitute a termination of employment for Good Reason.
(d) Cause Definition. “Cause” means (i) “Cause” as defined in any individual agreement to which Participant and the Company or an Affiliate are parties or (ii) if there is no such agreement or if it does not define Cause, the Company’s termination of Participant’s employment with the Company or any Affiliate following the occurrence of any one or more of the following: (A) Participant’s conviction of, or plea of guilty or nolo contendere to, a felony; (B) Participant’s willful and continual failure to substantially perform Participant’s duties after written notification by the Company; (C) Participant’s willful engagement in conduct that is materially injurious to the Company or an Affiliate monetarily or otherwise; (D) Participant’s commission of an act of gross misconduct in connection with the performance of Participant’s duties; or (E) Participant’s material breach of any employment, confidentiality, or other similar agreement between the Company or an Affiliates and Participant. For purposes of Section 1.6(a) of this Agreement only, the term “Cause” shall mean that Participant’s employment was terminated by the Company or an Affiliate, as applicable, as a result of: (i) Participant’s failure to perform Participant’s duties; (ii) Participant’s failure to comply with any lawful directive of the Company or Participant’s supervisor; (iii) Participant’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its Affiliates; (iv) Participant’s embezzlement, misappropriation, or fraud, whether or not related to Participant’s employment with the Company or an Affiliate, as applicable; (v) Participant’s violation of the Company’s Code of Business Ethics or undisclosed actual, potential or reasonably perceived conflict of interest; (vi) Participant’s conviction of or plea of guilty or nolo contendere to a crime; (vii) Participant’s violation of the Company’s written policies, including written policies related to discrimination, harassment, trade compliance, business partner risk management, financial controls, financial reporting, performance of illegal or unethical activities, and ethical misconduct; (viii) Participant’s misappropriation, mishandling or unauthorized disclosure of Confidential Information (except as required or protected by law); (ix) Participant’s breach of any obligation under this Agreement or any other written agreement between Participant and the Company or an Affiliate, as applicable; or (x) Participant’s engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute.
2.3. Equitable Adjustments. The Award is subject to adjustment pursuant to Section 15.1 of the Plan.
2.4. No Understandings as to Employment etc. Participant further expressly acknowledges that nothing in the Plan or any modification thereto, in the Award or in this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to employ or retain Participant for any period or with respect to the terms of Participant’s employment or to give rise to any right to remain in the service of the Company or any Affiliate, and Participant shall remain subject to discharge to the same extent as if the Plan had never been adopted or the Award had never been made.
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2.5. Data Privacy Consent.
(a)Data Collection and Usage. The Company and the Service Recipient collect, process and use certain personal information about Participant, including, but not limited to, Participant’s name, home address, telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all RSUs granted under the Plan or any other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the legitimate purpose of implementing, administering and managing the Plan. Where required, the legal basis for the collection and processing of Data is Participant’s consent.
(b)Stock Plan Administration and Service Providers. Participant understands that the Company transfers Data to Fidelity Stock Plan Services, a third-party stock plan administrator/broker (together with certain of its affiliates, the “Service Provider”), which assists the Company with the implementation, administration and management of the Plan. Participant may be asked to agree on separate terms and data processing practices with the Service Provider, with such agreement being a condition to the ability to participate in the Plan. Where required, the legal basis for the transfer of Data to the Service Provider is Participant’s consent.
(c)International Data Transfers. Participant’s country or jurisdiction may have different data privacy laws and protections than the country(ies) where the Data will be stored, and foreign courts, law enforcement, regulators and national security authorities may be able to access the Data. The Company’s legal basis, where required, for the international transfer of Data is Participant’s consent.
(d)Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, securities and labor laws. This may mean Data is retained after Participant’s employment or other service relationship ends, plus any additional time periods necessary for compliance with law, exercise or defense of legal rights, archiving, back-up and deletion purposes.
(e)Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and Participant is providing the consents herein on a voluntary basis. Participant understands that Participant may refuse the collection of the Data or request to stop the transfer and processing of the Data and that Participant’s compensation from or Employment or other service relationship with the Service Recipient will not be affected. Participant understands that the only consequence of refusing or withdrawing consent is that the Company may not be able to continue to facilitate Participant’s participation in the Plan.
(f)Data Subject Rights. Participant may have a number of rights under data privacy laws in Participant’s jurisdiction. Depending on where Participant is based, such rights may include the right to (specifically in respect of Participant’s Data): (i) request access to or
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copies of Data held by the Company, (ii) request that inaccurate or incomplete Data be rectified, (iii) request that Data be deleted, (iv) request that the processing of Data be restricted to certain purposes, (v) request that the transfer of Data be restricted to certain purposes, (vi) lodge complaints with competent authorities in Participant’s jurisdiction, and/or (vii) receive a list with the names and addresses of any potential third party recipients or transferees of Data. To receive clarification regarding the availability of these rights, to exercise these rights or to otherwise inquire about the Company’s collection, use or transfer of Data, Participant can contact Participant’s local human resources representative.
2.6. Savings Clause. In the event that Participant is employed or provides services in a jurisdiction where the performance of any term or provision of this Agreement by the Company: (i) will result in a breach or violation of any statute, law, ordinance, regulation, rule, judgment, decree, order or statement of public policy of any court or governmental agency, board, bureau, body, department or authority, or (ii) will result in the creation or imposition of any penalty, charge, restriction, or material adverse effect upon the Company or an Affiliate, then any such term or provision shall be null, void and of no effect.
2.7. Amendment. The Company may amend the provisions of this Agreement at any time; provided that an amendment that would materially adversely affect Participant’s rights under this Agreement shall be subject to the written consent of Participant. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.
2.8. Acts of Misconduct. If Participant has allegedly committed an act of serious misconduct, including, but not limited to, embezzlement, fraud, dishonesty, unauthorized disclosure of trade secrets or confidential information, breach of fiduciary duty or nonpayment of an obligation owed to the Company, an executive officer of the Company may suspend Participant’s rights under the Award, including the vesting of the Award and the settlement of vested RSUs, subject to the Administrator’s final decision regarding termination of the award. No rights under the Award may be exercised during such suspension or after such termination.
2.9. Disputes.
(a) Participants Located Outside of the United States. If Participant is located outside of the United States, the Administrator or its delegate shall finally and conclusively determine any disagreement concerning the Award.
(b) Participants Located in the United States. If Participant is located in the United States, Participant agrees to be bound by the Arbitration Agreement for United States Participants attached hereto as Exhibit B, and by the Release Agreement for United States Participants attached hereto as Exhibit C.
(c) Waiver of Severance Clause for Participants Formerly Employed by CMC Materials, Inc. If Participant received an offer of employment from the Company in connection with the Company’s acquisition of CMC Materials, Inc., and that offer of
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employment included a clause titled “Severance” and/or describing a “lump sum cash payment” (“Severance Payment”), Participant hereby irrevocably waives any right to any Severance Payment or other post-employment benefits described in such offer letter. For the avoidance of doubt, by accepting this Agreement, Participant agrees that Participant is not entitled to the Severance Payment in the event that Participant’s employment is terminated for any reason, with or without cause.
(d) Release. Participant hereby declares that Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of Participant’s participation in the Plan and therefore grants a full and broad release to the Company with respect to any claim that may arise under or relate to the Plan.
2.10. Plan. The terms and provisions of the Plan are incorporated herein by reference, a copy of which has been provided or made available to Participant. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.
2.11. Compliance with Section 409A of the Code. Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Plan and this Agreement shall be construed or deemed to be amended as necessary to remain exempt from or comply with the requirements of Section 409A of the Code and to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code. The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code applicable to the Plan and this Agreement and shall interpret the terms of each consistently therewith. Under no circumstances, however, shall the Company, an Affiliate, or a subsidiary have any liability under the Plan or this Agreement for any taxes, penalties, or interest due on amounts paid or payable pursuant to the Plan and/or this Agreement, including any taxes, penalties, or interest imposed under Section 409A of the Code. In the event that it is determined by the Company that, as a result of the deferred compensation tax rules under Section 409A of the Code (and any related regulations or other pronouncements thereunder) (the “Deferred Compensation Tax Rules”), benefits that Participant is entitled to receive under the terms of this Agreement are deferred compensation subject to tax under the Deferred Compensation Tax Rules, (i) Participant shall not be considered to have terminated employment for purposes hereof until Participant would be considered to have incurred a “separation from service” within the meaning of the Deferred Compensation Tax Rules and (ii) the Company shall, in lieu of providing such benefit when otherwise due under this Agreement, instead provide such benefit on the first day on which such provision would not result in Participant incurring any tax liability under the Deferred Compensation Tax Rules; which day, if Participant is a “specified employee” (within the meaning of the Deferred Compensation Tax Rules), shall, in the event the benefit to be provided is due to Participant’s “separation from service” (within the meaning of the Deferred Compensation Tax Rules) with the Company and its subsidiaries, be the first day following the six-month period beginning on the date of such separation from service. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separately identified payment for purposes of the Deferred Compensation Tax Rules, and any payments
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described in this Agreement that are due within the “short term deferral period” as defined in the Deferred Compensation Tax Rules shall not be treated as deferred compensation unless applicable law requires otherwise.
2.12. Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.
2.13. Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereof; provided, however, that to the extent that Participant has entered into an employment agreement, severance agreement or change in control termination agreement with the Company that provides for vesting terms that are more favorable than the vesting terms set forth in this Agreement or the Plan, such more favorable vesting terms shall apply.
2.14 Claw Back Policy. This grant is subject to the terms of the Company’s Claw Back Policy, as it may be amended, modified, superseded or replaced from time to time.
2.15 Governing Law and Venue. This Agreement and all determinations made and actions taken hereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the RSU or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of New Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
2.16 Compliance with Law. Notwithstanding any other provision in the Plan or this Agreement, unless there is an available exemption from registration, qualification or other legal requirement applicable to the shares of Stock, the Company shall not be required to permit the vesting of the Award and/or deliver any shares of Stock prior to the completion of any registration or qualification of the shares of Stock under any U.S. or non-U.S. local, state or federal securities, exchange control or other applicable law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state or federal governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. Participant understands that the Company is under no obligation to register or qualify the
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shares of Stock with the SEC or any state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Stock subject to this Award. Further, Participant agrees that the Company shall have unilateral authority to amend this Agreement without Participant’s consent to the extent necessary to comply with securities or other laws applicable to the issuance of shares of Stock subject to this Award.
2.17 Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including but not limited Participant’s country, the Service Provider’s country and the country or country in which the shares of Stock are or may be listed, which may affect his or her ability, directly or indirectly, to acquire, sell or attempt to sell or otherwise dispose of shares of Stock or rights to shares of Stock (e.g., RSUs), under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by laws in the applicable jurisdiction(s)). Furthermore, Participant understands that he or she may be prohibited from (i) disclosing the inside information to any third party, including fellow employees, and (ii) “tipping” third parties by sharing with them Company inside information, or otherwise causing third parties to buy or sell Company securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions as well as any applicable Company insider trading policy, and Participant should consult with his or her personal legal advisor on this matter.
2.18 Exchange Control, Foreign Asset/Account and/or Tax Requirements. Participant acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect Participant’s ability to acquire or hold shares of Stock or cash received from participating in the Plan (including from any dividends paid on shares of Stock or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside Participant’s country. Participant may be required to report such accounts, assets, or transactions to the tax or other authorities in Participant’s country. Participant may also be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to Participant’s country through a designated bank or broker and/or within a certain time after receipt. Participant acknowledges that he or she may be subject to tax payment and/or reporting obligations as the result of participating in the Plan and/or the sale of shares of Stock acquired under the Plan. Participant further acknowledges that it is his or her responsibility to comply with such requirements and that Participant should speak with his or her personal tax, legal and financial advisors on this matter.
2.19 Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line electronic system established and maintained by the Company or a third party designated by the Company.
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2.20 Language. Participant acknowledges that he or she is sufficiently proficient in English or has consulted with an advisor who is sufficiently proficient in English so as to allow Participant to understand the terms and conditions of this Agreement. If Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable law.
2.21 Appendix. Notwithstanding any provisions in this Global RSU Award Agreement, the RSUs shall be subject to any additional terms and conditions for Participant’s country set forth in the Appendix attached hereto. Moreover, if Participant relocates to one of the countries included in the Appendix, the additional terms and conditions for such country, if any, will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
2.22 Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the RSUs and on the shares of Stock acquired upon settlement of the RSUs, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
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Exhibit 10.5
ENTEGRIS, INC.
Stock Option Award Agreement
(2020 Stock Plan)
Entegris, Inc. (the “Company”) may periodically make equity incentive awards consisting of stock options with respect to the Company’s Common Stock, $0.01 par value (“Stock”), to certain key employees, non-employee directors, consultants or advisors of the Company under the Company’s 2020 Stock Plan (as amended from time to time, the “Plan”). Any key employee, non-employee director, consultant or advisor (“Participant”) who receives a stock option award (the “Award”) is notified in writing or via email and the Award is credited to Participant’s account as reflected on the Overview tab under the Stock Options Plan section on Fidelity’s NetBenefits website. To accept the Award, click on the “Begin your grant acceptance now” link located in the New Grant Alert notification or scroll down to and expand the Stock Plans section; then click on “Begin Acceptance” and follow the prompts. To accept the Award, Participant must agree to the Restrictive Covenant Agreement attached hereto as Exhibit A. By accepting the Award, Participant: (i) acknowledges that Participant has received a copy of the Plan, of the related prospectus providing information concerning awards under the Plan and of the Company’s most recent Annual Report on Form 10-K; (ii) acknowledges and agrees that Participant occupies a position of trust and confidence with the Company or its Affiliates and therefore owes the Company and its Affiliates a duty of loyalty to protect the interests of the Company; and (iii) accepts the Award and agrees with the Company that the Award is subject to the terms of the Plan and to the following terms and conditions. If Participant fails to accept the Award and all of the terms and conditions set forth in this Agreement (as defined below) within one hundred and twenty days following the Award Date, then this Award shall be cancelled and this Agreement shall be of no further force and effect.
Participant Name: #ParticipantName#
Employee ID: #EmployeeID#
Award Date: #AwardDate#
Article I –Stock Option Grant
1.1. Option Grant. Effective as of the grant date specified in the Stock Options Plan section provided to you online (the “Grant Date”), the Company hereby grants Participant a non-statutory stock option to purchase that number of shares of Stock that has been approved for the Award to Participant by the Administrator (“Option”). The shares of Stock awarded are specified in the Stock Options Plan section in the Granted column online through Fidelity’s NetBenefits website. The Option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and will be interpreted accordingly.
1.2. Option Exercise Price. The exercise (grant) price of the Option shall be 100% of the closing price of the Stock on the NASDAQ stock market on the Grant Date. The exercise price is provided to Participant online through Fidelity’s NetBenefits website.
1.3. Option Vesting Schedule. This Option shall vest and become exercisable, except as hereinafter provided, in whole or in part, as follows:
25% vest on #VestDate_1#
an additional 25% vest on #VestDate_2#
an additional 25% vest on #VestDate_3#
the final 25% vest on #VestDate_4#
Notwithstanding the foregoing, no Option shall vest and become exercisable on any such vesting date specified above unless: (A) Participant is then, and since the Grant Date has continuously been, employed or retained by the Company or an Affiliate (subject to Sections 1.8, 2.2 and 2.3); and (B) Participant has fulfilled the obligations specified in Section 1.5 and 1.10 below.
1.4. 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 #ExpirationDate#and no part of the Option may be exercised thereafter. If an expiration, termination or forfeiture date described herein falls on a weekday, Participant must exercise the 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, Participant must exercise the Option 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.
1.5. 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 (i) in cash or by certified check, (ii) through net share settlement procedures whereby that number of the Option shares being exercised that are needed to cover the payment of the Option exercise price (calculated using the Fair Market Value of the Company’s stock on the date of exercise) shall be cancelled to fund the payment of the Option exercise price, (iii) by broker assisted sale of shares to satisfy the Option exercise price; or (iv) by any other method specified in the Plan or as permitted by the Administrator. No fractional shares of Stock shall be issued pursuant to this Stock Option Award Agreement (this “Agreement”). Participant will have the rights of a stockholder only after the shares of Stock have been issued to Participant in accordance with this Agreement.
1.6. No Assignment of Option. This Option may not be assigned or transferred except as may otherwise be provided by the terms of this Agreement.
1.7. Equitable Adjustments. The Award is subject to adjustment pursuant to Section 15.1 of the Plan.
1.8. Termination of Employment or Service with the Company. Except as provided in this Section 1.8 and in Sections 2.2 and 2.3 below, each then unvested Option will terminate and be forfeited upon any termination of Participant’s employment or services with the
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Company and its Affiliates. All exercisable Options granted herein must be exercised within ninety (90) days following the date on which the employment or services of Participant with the Company or an Affiliate terminates (i.e., last day worked, excluding any severance period), or, if earlier, prior to the original expiration date of the Option (“Termination Date”), or be forfeited, except as provided in Sections 2.2 and 2.3 below and as follows:
(a) In the event of Participant’s death during employment/services, each Option granted hereunder will be exercisable, whether or not vested on or prior to the date of Participant’s death, until the earlier of: (1) the first anniversary of Participant’s date of death; or (2) the original expiration date of the Option.
(b) In the event of the termination of employment/services of Participant due to Disability (as defined below), Participant may exercise each Option that is vested as of the date of such termination at any time prior to the earlier of the original expiration date of the Option and 365 days following the later of the date of Participant’s separation from service due to Participant’s Disability or the date of determination of Participant’s Disability. The Option shall terminate on the earlier of the original expiration date of the Option and 365 days following the later of the date of Participant’s separation from service due to Participant’s Disability or the date of determination of Participant’s Disability, to the extent that it is unexercised. “Disability” means a disability as defined under Treasury regulation section 1.409A-3(i)(4)(i)(A) which generally means that Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
(c) If Participant’s employment/services is terminated for “Cause”, all granted but unexercised stock Options, whether vested or unvested, shall be forfeited on Participant’s Termination Date.
1.9. Suspension of Option Exercises. For administrative or other reasons, the Company may, from time to time, suspend the ability of Participants to exercise options for limited periods of time. Notwithstanding the above, the Company shall not be obligated to deliver any shares of Stock during any period when the Company determines that the exercisability of the Option or the delivery of shares hereunder would violate any federal, state or other applicable laws.
1.10. Withholding of Income Taxes. The Company shall have no obligation to issue shares upon exercise of this Option unless Participant has satisfied any tax withholding obligation with respect to such exercise. Payment of Participant’s withholding tax obligations may be made through any method specified in the Plan or as permitted by the Administrator.
Article II – GENERAL PROVISIONS
2.1. Definitions. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan.
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2.2. Change in Control.
(a) Assumption or Substitution.
(i) If the Change in Control is one in which there is an acquiring or surviving entity, the Administrator may provide for the assumption or continuation of some or all outstanding Awards or for the grant of new awards in substitution therefor by the acquiror or survivor or an affiliate of the acquiror or survivor.
(ii) In the event of a Change in Control in which the successor company assumes or substitutes for the Option (or in which the Company is the ultimate parent corporation and continues the Award), if Participant’s employment with such successor company (or the Company) or an affiliate thereof is involuntarily terminated without Cause by the successor employer or Participant resigns for Good Reason, in either case within 24 months following such Change in Control: the Option will immediately vest, become fully exercisable, and may thereafter be exercised for 24 months (but in no event after the original expiration date specified in Section 1.4 above). Notwithstanding the foregoing, to the extent that such Options are held by a Participant who is or may become eligible for Retirement prior to the final Vesting Date, such Participant’s employment is terminated in accordance with this Section 2.2(a)(ii) and (A) such Change in Control constitutes a change in control event within the meaning of Section 409A of the Code, then such Options shall be settled as soon as practicable following such termination, and in no event later than 30 days thereafter or (B) such Change in Control does not constitute a change in control event within the meaning of Section 409A of the Code, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such Options shall continue to be settled on the applicable Vesting Dates or at such earlier time that does not result in such accelerated taxation and/or tax penalties. For the purposes of this Section 2.2, the Option shall be considered assumed or substituted for if following the Change in Control the Award confers the right to purchase or receive, for each share of Stock subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change in Control by holders of Stock for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Stock); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company, the Administrator may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of the Option, for each Share subject thereto, will be solely common stock of the successor company substantially equal in fair market value to the per Share consideration received by holders of Stock in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Administrator in its sole discretion and its determination shall be conclusive and binding.
(b) Awards Not Assumed or Substituted. In the event of a Change in Control in which the successor company does not assume or substitute for the Option (or in which the
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Company is the ultimate parent corporation and does not continue the Award): the Option shall immediately vest and become fully exercisable. Notwithstanding the foregoing, to the extent that such Options are held by a Participant who has Retired in accordance with Section 2.3(a) below or who is or may become eligible for Retirement prior to the final Vesting Date and (A) such Change in Control constitutes a change in control event within the meaning of Section 409A of the Code, then such Options shall be settled as soon as practicable following such Change in Control, and in no event later than 30 days thereafter or (B) such Change in Control does not constitute a change in control event within the meaning of Section 409A of the Code, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such Options shall continue to be settled on the applicable Vesting Dates or at such earlier time that does not result in such accelerated taxation and/or tax penalties.
(c) Good Reason Definition. For purposes of this Section 2.2, “Good Reason” means (i) “Good Reason” as defined in any individual agreement to which Participant and the Company or an Affiliate are parties, or (ii) if there is no such agreement or if it does not define Good Reason, without Participant’s prior written consent: (A) a reduction in Participant’s base salary; (B) a relocation of Participant’s primary work location to a distance of more than 50 miles from its location as of immediately prior to such change; or (C) a material breach by the Company or an Affiliate of any employment agreement with Participant. In order to invoke a termination of employment for Good Reason, a Participant shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (A) through (C) within 90 days following Participant’s knowledge of the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition(s). In the event that the Company fails to remedy the condition(s) constituting Good Reason during the Cure Period, Participant must terminate employment, if at all, within 90 days following the Cure Period in order for such termination to constitute a termination of employment for Good Reason.
(d) Cause Definition. “Cause” means (i) “Cause” as defined in any individual agreement to which Participant and the Company or an Affiliate are parties or (ii) if there is no such agreement or if it does not define Cause, the Company’s termination of Participant’s employment with the Company or any Affiliate following the occurrence of any one or more of the following: (A) Participant’s conviction of, or plea of guilty or nolo contendere to, a felony; (B) Participant’s willful and continual failure to substantially perform Participant’s duties after written notification by the Company; (C) Participant’s willful engagement in conduct that is materially injurious to the Company or an Affiliate monetarily or otherwise; (D) Participant’s commission of an act of gross misconduct in connection with the performance of Participant’s duties; or (E) Participant’s material breach of any employment, confidentiality, or other similar agreement between the Company or an Affiliate and Participant. For purposes of Section 2.3(a) of this Agreement only, the term “Cause” means that Participant’s employment was terminated by the Company or an Affiliate, as applicable, as a result of: (i) Participant’s failure to perform Participant’s duties; (ii) Participant’s failure to comply with any lawful directive of the Company or Participant’s supervisor; (iii)
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Participant’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its Affiliates; (iv) Participant’s embezzlement, misappropriation, or fraud, whether or not related to Participant’s employment with the Company or an Affiliate, as applicable; (v) Participant’s violation of the Company’s Code of Business Ethics or undisclosed actual, potential or reasonably perceived conflict of interest; (vi) Participant’s conviction of or plea of guilty or nolo contendere to a crime; (vii) Participant’s violation of the Company’s written policies, including written policies related to discrimination, harassment, trade compliance, business partner risk management, financial controls, financial reporting, performance of illegal or unethical activities, and ethical misconduct; (viii) Participant’s misappropriation, mishandling or unauthorized disclosure of Confidential Information (except as required or protected by law); (ix) Participant’s breach of any obligation under this Agreement or any other written agreement between Participant and the Company or an Affiliate, as applicable; or (x) Participant’s engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute.
2.3. Retirement; Death; Disability.
(a) Notwithstanding any provision to the contrary in Sections 1.3 and 2.2 above, if (i) Participant is an employee of the Company or an Affiliate and ceases to be an employee due to Retirement and (ii) Participant has been continuously employed or retained by the Company or an Affiliate for no less than twelve (12) months following the Award Date as of the date Participant ceases to be an employee as a result of Participant’s Retirement, then, to the extent that Participant (x) provides six (6) months’ advance written notice to the Company of such Retirement (which notice may be waived at the discretion of the Administrator and shall be waived on and following a Change in Control), (y) executes a release of claims in favor of the Company in a form satisfactory to the Company and such release becomes effective within sixty (60) days following the date of termination due to Retirement (which release may be waived at the discretion of the Administrator), and (z) continues to comply with and does not violate the terms of the Restrictive Covenant Agreement attached hereto as Exhibit A through the final vesting date provided in Section 1.3, the Option will continue to vest in accordance with the schedule specified in Section 1.3 above as if Participant continued in the employment of or service with the Company or an Affiliate and such Options will be exercisable until the earlier to occur of (A) four (4) years following the date of Retirement and (B) the original expiration date specified in Section 1.4 above. Determination as to whether Participant complies with and has not violated the terms of the Restrictive Covenant Agreement will be made in good faith by the Company. Notwithstanding the foregoing, if Participant satisfies the requirements of Retirement and Participant’s employment, tenure or service is terminated without Cause, the twelve (12)-month service condition described in Section 2.3(a)(ii) above shall not apply.
(b) Notwithstanding Sections 1.3, 2.2, and 2.3(a), if Participant’s employment, tenure or service, as applicable, terminates due to the death or Disability of Participant, each then-outstanding Option shall vest effective as of the date of death or Disability, as applicable, of Participant and shall be settled no later than thirty (30) days thereafter.
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(c) For purposes of this Award, “Retirement” means Participant’s employment, tenure or service, as applicable, with the Company and its Affiliates is terminated after (x) Participant has provided at least five (5) years of consecutive years of service with the Company or an Affiliate thereof, (y) Participant is at least fifty-five (55) years old as of the date of Retirement, and (z) Participant’s age plus complete years of service with the Company or an Affiliate thereof as of Participant’s date of termination equals at least seventy (70).
2.4. No Understandings as to Employment, etc. Participant further expressly acknowledges that nothing in the Plan or any modification thereto, in the Award or in this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to employ or retain Participant for any period or with respect to the terms of Participant’s employment or to give rise to any right to remain in the service of the Company or any Affiliate, and Participant shall remain subject to discharge to the same extent as if the Plan had never been adopted or the Award had never been made.
2.5. Acts of Misconduct. If Participant has allegedly committed an act of serious misconduct, including, but not limited to, embezzlement, fraud, dishonesty, unauthorized disclosure of trade secrets or confidential information, breach of fiduciary duty or nonpayment of an obligation owed to the Company, an Executive Officer of the Company may suspend Participant’s rights under the Award, including the vesting of Options and the exercise of vested Options, subject to the Administrator’s final decision regarding termination of the award. No rights under the Award may be exercised during such suspension or after such termination.
2.6. Data Protection Waiver. Participant understands and agrees that in order to process and administer the Award and the Plan, the Company and the Administrator may process personal data and/or sensitive personal information concerning Participant. Such data and information includes, but is not limited to, the information provided in the Award grant package and any changes thereto, other appropriate personal and financial data about Participant, and information about Participant’s participation in the Plan and transactions under the Plan from time to time. Participant hereby gives his or her explicit consent to the Company and the Administrator to process any such personal data and/or sensitive personal information. Participant also hereby gives his or her explicit consent to the Company and the Administrator to transfer any such personal data and/or sensitive personal data outside the country in which Participant works, is employed or provides services and to the United States. The legal persons granted access to such Participant personal data are intended to include the Company, the Administrator, the outside plan administrator as selected by the Company from time to time, and any other compensation consultant or person that the Company or the Administrator may deem appropriate for the administration of the Plan or the Award. Participant has been informed of his or her right of access and correction to Participant’s personal data by contacting the Company. Participant also understands that the transfer of the information outlined herein is important to the administration of the Award and the Plan and failure to consent to the transmission of such information may limit or prohibit Participant’s participation under the Plan and/or void the Award.
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2.7. Disputes.
(a) Participants Located Outside of the United States. If Participant is located outside of the United States, the Administrator or its delegate shall finally and conclusively determine any disagreement concerning the Award.
(b) Participants Located in the United States. If Participant is located in the United States, Participant agrees to be bound by the Arbitration Agreement attached hereto as Exhibit B.
(c) Release. Participant hereby declares that Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of Participant’s participation in the Plan and therefore grants a full and broad release to the Company with respect to any claim that may arise under the Plan.
2.8. Savings Clause. In the event that Participant is employed or provides services in a jurisdiction where the performance of any term or provision of this Agreement by the Company: (i) will result in a breach or violation of any statute, law, ordinance, regulation, rule, judgment, decree, order or statement of public policy of any court or governmental agency, board, bureau, body, department or authority, or (ii) will result in the creation or imposition of any penalty, charge, restriction, or material adverse effect upon the Company or an Affiliate, then any such term or provision shall be null, void and of no effect.
2.9. Amendment. The Company may amend the provisions of this Agreement at any time; provided that an amendment that would materially adversely affect Participant’s rights under this Agreement shall be subject to the written consent of Participant. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.
2.10. Plan. The terms and provisions of the Plan are incorporated herein by reference, a copy of which has been provided or made available to Participant. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.
2.11. Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.
2.12. Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereof; provided, however, that to the extent that Participant has entered into an employment agreement, severance agreement or change in control termination agreement with the Company that provides for vesting and/or exercise terms that are more favorable than the vesting and/or exercise terms set forth in this Agreement or the Plan, such more favorable vesting and/or exercise terms shall apply.
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2.13 Claw Back Policy. This grant is subject to the terms of the Company’s Claw Back Policy, as it may be amended, modified, superseded or replaced from time to time.
2.14 Governing Law and Venue. This Agreement and all determinations made and actions taken hereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Option or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of New Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
2.15 Compliance with Law. Notwithstanding any other provision in the Plan or this Agreement, unless there is an available exemption from registration, qualification or other legal requirement applicable to the shares of Stock, the Company shall not be required to permit the vesting of the Award and/or deliver any shares of Stock prior to the completion of any registration or qualification of the shares of Stock under any U.S. or non-U.S. local, state or federal securities, exchange control or other applicable law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state or federal governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. Participant understands that the Company is under no obligation to register or qualify the shares of Stock with the SEC or any state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Stock subject to this Award. Further, Participant agrees that the Company shall have unilateral authority to amend this Agreement without Participant’s consent to the extent necessary to comply with securities or other laws applicable to the issuance of shares of Stock subject to this Award.
2.16 Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including but not limited Participant’s country, the Service Provider’s country and the country or country in which the shares of Stock are or may be listed, which may affect his or her ability, directly or indirectly, to acquire, sell or attempt to sell or otherwise dispose of shares of Stock or rights to shares of Stock (e.g., Options), under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by laws in the applicable jurisdiction(s)). Furthermore, Participant understands that he or she may be prohibited from (i) disclosing the inside information to any third party,
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including fellow employees, and (ii) “tipping” third parties by sharing with them Company inside information, or otherwise causing third parties to buy or sell Company securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions as well as any applicable Company insider trading policy, and Participant should consult with his or her personal legal advisor on this matter.
2.17 Exchange Control, Foreign Asset/Account and/or Tax Requirements. Participant acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect Participant’s ability to acquire or hold shares of Stock or cash received from participating in the Plan (including from any dividends paid on shares of Stock or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside Participant’s country. Participant may be required to report such accounts, assets, or transactions to the tax or other authorities in Participant’s country. Participant may also be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to Participant’s country through a designated bank or broker and/or within a certain time after receipt. Participant acknowledges that he or she may be subject to tax payment and/or reporting obligations as the result of participating in the Plan and/or the sale of shares of Stock acquired under the Plan. Participant further acknowledges that it is his or her responsibility to comply with such requirements and that Participant should speak with his or her personal tax, legal and financial advisors on this matter.
2.18 Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line electronic system established and maintained by the Company or a third party designated by the Company.
2.19 Language. Participant acknowledges that he or she is sufficiently proficient in English or has consulted with an advisor who is sufficiently proficient in English so as to allow Participant to understand the terms and conditions of this Agreement. If Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable law.
2.20 Appendix. Notwithstanding any provisions in this Agreement, the Options shall be subject to any additional terms and conditions for Participant’s country set forth in the Appendix attached hereto. Moreover, if Participant relocates to one of the countries included in the Appendix, the additional terms and conditions for such country, if any, will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
2.21 Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Options and on the shares of
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Stock acquired upon exercise of the Options, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
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Exhibit 10.6
ENTEGRIS, INC.
Director’s RSU Award Agreement
(2020 Stock Plan)
(2020 Stock Plan)
Entegris, Inc. (the “Company”) may periodically make equity incentive awards consisting of restricted stock units with respect to the Company’s Common Stock, $0.01 par value (“Stock”), to non-employee directors of the Company under the Company’s 2020 Stock Plan (as amended from time to time, the “Plan”). Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. Any non-employee director of the Company (a “Participant”) who receives a restricted stock unit award (the “Award”) is notified in writing or via email alert. The Award is credited to Participant’s account and reflected under the Stock Plans section on Fidelity’s NetBenefits website. To Accept the award; click on the “Begin your grant acceptance now” link located in the New Grant Alert notification or scroll down to and expand the Stock Plans section; then click on “Begin Acceptance” and follow the prompts. By accepting the Award, Participant: (i) acknowledges that Participant has received a copy of the Plan, of the related prospectus providing information concerning awards under the Plan and of the Company’s most recent Annual Report on Form 10-K; and (ii) accepts the Award and agrees with the Company that the Award is subject to the terms of the Plan and to the following terms and conditions:
Participant Name: #ParticipantName#
Award Date: #AwardDate#
Article I – RSU Award
1.1. Award Date. This Director RSU Award Agreement (this “Agreement”) shall take effect as of the date specified in the Stock Plans section as of the Award Date provided to Participant online through Fidelity’s NetBenefits website (the “Award Date”).
1.2. Restricted Stock Units Subject to Award. The Award consists of that number of restricted stock units (the “RSU”) with respect to the Stock that has been approved for the Award to Participant by the Administrator. Each RSU is equivalent to one share of the Stock. Participant’s rights to the RSU are subject to the restrictions described in this Agreement and in the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law.
1.3. Nontransferability of RSUs. The RSU acquired by Participant pursuant to this Agreement shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of except as provided below and in the Plan.
1.4. Forfeiture Risk. Except as otherwise provided in this Agreement, if Participant ceases to serve as a director of the Company for any reason other than death or Disability, any then-outstanding and unvested RSU acquired by the Participant hereunder shall be automatically and immediately forfeited. Participant hereby appoints the Company as the
attorney-in-fact of Participant to take such actions as may be necessary or appropriate to effectuate the cancellation of a forfeited RSU.
1.5. Vesting and Settlement of RSUs. The RSUs acquired hereunder shall vest with respect to one hundred percent (100%) of the Award specified in Section 1.2 above on the earlier of the date of the Annual Meeting of Stockholders next occurring after the Award Date or the first anniversary of the Award Date. Notwithstanding the foregoing, subject to the provisions of this Section 1.5, no RSU shall vest on the vesting date specified above unless the Participant is then, and since the Award Date has continuously served as, a non-employee director of the Company (subject to Section 2.2). Upon vesting, each RSU shall entitle Participant to receive one share of Stock (subject to adjustment under the Plan).
Vested RSUs shall be settled in shares of Stock (or, in the discretion of the Administrator, in cash equal to the Fair Market Value thereof). Subject to Section 2.12, settlement and delivery of the applicable number of shares of Stock (or cash equivalent, if applicable) shall be made as soon as practicable following vesting, but in no event later than 30 days after the applicable vesting date. No fractional shares of Stock shall be issued pursuant to this Agreement.
In the event that the Participant ceases to be a director by reason of death or Disability, the Award shall immediately vest with respect to one hundred percent (100%) of the Award. For purposes of Section 1.4 and this Section 1.5, “Disability” means a disability as defined under Treasury regulation section 1.409A-3(i)(4)(i)(A) which generally means that Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
1.6. Dividend Equivalent Rights.
(a) As of each date on which the Company pays an ordinary cash dividend to record owners of shares of Stock, the Participant’s account shall, as of each such dividend date, be credited with a cash amount (without interest) equal to the product of the total number of shares subject to the RSU immediately prior to such dividend date multiplied by the dollar amount of the cash dividend paid per share of Stock by the Company on such dividend date (such amount, the “Dividend Equivalent Amount”). The Dividend Equivalent Amount shall be subject to the same vesting conditions and settlement terms as the RSU shares to which they relate.
(b) Notwithstanding the foregoing, Participant shall not be entitled: (i) to receive any dividends or other distributions paid with respect to the Stock to which the RSUs relate, or (ii) to vote any Stock with respect to which the RSUs relate, unless and until, and only to the extent, the RSUs becomes vested and Participant becomes a stockholder of record with respect to such shares of Stock.
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1.7. Sale of Vested Shares. The Participant understands that Participant will be free to sell any Stock with respect to which the RSU relates once the RSU has vested and settled, subject to (i) the completion of any administrative steps (for example, but without limitation, the transfer of certificates) that the Company may reasonably impose; and (ii) applicable requirements of federal and state securities laws.
1.8. Certain Tax Matters. Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social security contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable or deemed applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility. Participant further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs or the underlying shares of Stock, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such settlement and receipt of any Dividend Equivalent Amounts or dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Participant’s liability for Tax-Related Items or to achieve any particular tax result.
1.9. Nature of Grant. In accepting the RSUs, Participant acknowledges, understands and agrees that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted under the Plan;
(b)the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
(c)all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;
(d)Participant is voluntarily participating in the Plan;
(e)the RSUs and the shares of Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f)the RSUs and the shares of Stock subject to the RSUs, and the income from and value of same, are not part of normal or expected wages or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
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(g)the future value of the underlying shares of Stock is unknown, indeterminable, and cannot be predicted with certainty;
(h)no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of Participant’s service relationship; and
(i)unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock.
Article II – General Provisions
2.1. Definitions. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan.
2.2. Change in Control. In the event of any of (i) a consolidation or merger in which the Company is not the surviving corporation or a transaction which results in the acquisition of all or substantially all of the Company’s then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company’s assets, or (iii) a dissolution or liquidation of the Company (a “Covered Transaction”), the restrictions, limitations and other conditions applicable to the RSUs shall lapse and the RSUs shall become free of all restrictions, limitations and conditions and become fully vested, provided that, if such Covered Transaction does not qualify as a change in ownership of effective control of a corporation, or sale of a substantial portion of the assets of a corporation, pursuant to Treas. Reg. 1.409-3(i)(5), then to the extent required to avoid the penalty tax under Section 409A of the Code, the RSU will not be settled until the regularly scheduled vesting date, and, in that event, unless otherwise determined by the Administrator, the RSUs shall be converted into and represent the right to receive the consideration to be paid in such Covered Transaction for each share of Stock issuable upon settlement of the RSUs. In connection with any Covered Transaction in which there is an acquiring or surviving entity, the Administrator may provide for substitute or replacement Awards from, or the assumption of Awards by, the acquiring or surviving entity or its Affiliates, any such substitution, replacement or assumption to be on such terms as the Administrator determines, provided that no such substitution or replacement shall diminish in any way the acceleration provided for in this section.
2.3. Equitable Adjustments. The Award is subject to adjustment pursuant to Section 15.1 of the Plan.
2.4. No Understandings as to Employment etc. The Participant further expressly acknowledges that nothing in the Plan or any modification thereto, in the Award or in this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company for the continuance of Participant as a director of the Company
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for any period or with respect to the terms of Participant’s continuation in that role or to give rise to any right to remain in the service of the Company or any Affiliate, and Participant shall remain subject to discharge to the same extent as if the Plan had never been adopted or the Award had never been made.
2.5. Data Privacy Consent.
(a)Data Collection and Usage. The Company and the Service Recipient collect, process and use certain personal information about Participant, including, but not limited to, Participant’s name, home address, telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all RSUs granted under the Plan or any other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the legitimate purpose of implementing, administering and managing the Plan. Where required, the legal basis for the collection and processing of Data is Participant’s consent.
(b)Stock Plan Administration and Service Providers. Participant understands that the Company transfers Data to Fidelity Stock Plan Services, a third-party stock plan administrator/broker (together with certain of its affiliates, the “Service Provider”), which assists the Company with the implementation, administration and management of the Plan. Participant may be asked to agree on separate terms and data processing practices with the Service Provider, with such agreement being a condition to the ability to participate in the Plan. Where required, the legal basis for the transfer of Data to the Service Provider is Participant’s consent.
(c)Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, securities and labor laws. This may mean Data is retained after Participant’s service relationship ends, plus any additional time periods necessary for compliance with law, exercise or defense of legal rights, archiving, back-up and deletion purposes.
(d)Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and Participant is providing the consents herein on a voluntary basis. Participant understands that Participant may refuse the collection of the Data or request to stop the transfer and processing of the Data and that Participant’s compensation from its service relationship with the Service Recipient will not be affected. Participant understands that the only consequence of refusing or withdrawing consent is that the Company may not be able to continue to facilitate Participant’s participation in the Plan.
(e)Data Subject Rights. Participant may have a number of rights under data privacy laws in Participant’s jurisdiction. Depending on where Participant is based, such rights may
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include the right to (specifically in respect of Participant’s Data): (i) request access to or copies of Data held by the Company, (ii) request that inaccurate or incomplete Data be rectified, (iii) request that Data be deleted, (iv) request that the processing of Data be restricted to certain purposes, (v) request that the transfer of Data be restricted to certain purposes, (vi) lodge complaints with competent authorities in Participant’s jurisdiction, and/or (vii) receive a list with the names and addresses of any potential third party recipients or transferees of Data. To receive clarification regarding the availability of these rights, to exercise these rights or to otherwise inquire about the Company’s collection, use or transfer of Data, Participant can contact the Company’s Senior Vice President, Global Human Resources.
2.6. Savings Clause. In the event that Participant is employed or provides services in a jurisdiction where the performance of any term or provision of this Agreement by the Company: (i) will result in a breach or violation of any statute, law, ordinance, regulation, rule, judgment, decree, order or statement of public policy of any court or governmental agency, board, bureau, body, department or authority, or (ii) will result in the creation or imposition of any penalty, charge, restriction, or material adverse effect upon the Company or an Affiliate, then any such term or provision shall be null, void and of no effect.
2.7. Amendment. The Company may amend the provisions of this Agreement at any time; provided that an amendment that would materially adversely affect Participant’s rights under this Agreement shall be subject to the written consent of Participant. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.
2.8. Acts of Misconduct. If Participant has allegedly committed an act of serious misconduct, including, but not limited to, embezzlement, fraud, dishonesty, unauthorized disclosure of trade secrets or confidential information, breach of fiduciary duty or nonpayment of an obligation owed to the Company, an executive officer of the Company may suspend Participant’s rights under the Award, including the vesting of the Award and the settlement of vested RSUs, subject to the Administrator’s final decision regarding termination of the Award. No rights under the Award may be exercised during such suspension or after such termination.
2.9. Disputes. The Administrator or its delegate shall finally and conclusively determine any disagreement concerning the Award.
2.10. Release. Participant hereby declares that Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of Participant’s participation in the Plan and therefore grants a full and broad release to the Company with respect to any claim that may arise under or relate to the Plan.
2.11. Plan. The terms and provisions of the Plan are incorporated herein by reference, a copy of which has been provided or made available to Participant. In the event of a conflict or
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inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.
2.12. Compliance with Section 409A of the Code. Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Plan and this Agreement shall be construed or deemed to be amended as necessary to remain exempt from or comply with the requirements of Section 409A of the Code and to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code. The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code applicable to the Plan and this Agreement and shall interpret the terms of each consistently therewith. Under no circumstances, however, shall the Company, an Affiliate, or a subsidiary have any liability under the Plan or this Agreement for any taxes, penalties, or interest due on amounts paid or payable pursuant to the Plan and/or this Agreement, including any taxes, penalties, or interest imposed under Section 409A of the Code. In the event that it is determined by the Company that, as a result of the deferred compensation tax rules under Section 409A of the Code (and any related regulations or other pronouncements thereunder) (the “Deferred Compensation Tax Rules”), benefits that Participant is entitled to receive under the terms of this Agreement are deferred compensation subject to tax under the Deferred Compensation Tax Rules, (i) Participant shall not be considered to have terminated employment for purposes hereof until Participant would be considered to have incurred a “separation from service” within the meaning of the Deferred Compensation Tax Rules and (ii) the Company shall, in lieu of providing such benefit when otherwise due under this Agreement, instead provide such benefit on the first day on which such provision would not result in Participant incurring any tax liability under the Deferred Compensation Tax Rules; which day, if Participant is a “specified employee” (within the meaning of the Deferred Compensation Tax Rules), shall, in the event the benefit to be provided is due to Participant’s “separation from service” (within the meaning of the Deferred Compensation Tax Rules) with the Company and its subsidiaries, be the first day following the six-month period beginning on the date of such separation from service. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separately identified payment for purposes of the Deferred Compensation Tax Rules, and any payments described in this Agreement that are due within the “short term deferral period” as defined in the Deferred Compensation Tax Rules shall not be treated as deferred compensation unless applicable law requires otherwise.
2.13. Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.
2.14. Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereof; provided, however, that to the extent that Participant has entered into an employment agreement, severance agreement or change in control termination agreement with the
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Company that provides for vesting terms that are more favorable than the vesting terms set forth in this Agreement or the Plan, such more favorable vesting terms shall apply.
2.15. Claw Back Policy. This grant is subject to the terms of the Company’s Claw Back Policy, as it may be amended, modified, superseded or replaced from time to time.
2.16. Governing Law and Venue. This Agreement and all determinations made and actions taken hereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the RSU or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of New Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
2.17. Compliance with Law. Notwithstanding any other provision in the Plan or this Agreement, unless there is an available exemption from registration, qualification or other legal requirement applicable to the shares of Stock, the Company shall not be required to permit the vesting of the Award and/or deliver any shares of Stock prior to the completion of any registration or qualification of the shares of Stock under any U.S. or non-U.S. local, state or federal securities, exchange control or other applicable law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state or federal governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. Participant understands that the Company is under no obligation to register or qualify the shares of Stock with the SEC or any state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Stock subject to this Award. Further, Participant agrees that the Company shall have unilateral authority to amend this Agreement without Participant’s consent to the extent necessary to comply with securities or other laws applicable to the issuance of shares of Stock subject to this Award.
2.18. Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including but not limited Participant’s country, the Service Provider’s country and the country or country in which the shares of Stock are or may be listed, which may affect his or her ability, directly or indirectly, to acquire, sell or attempt
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to sell or otherwise dispose of shares of Stock or rights to shares of Stock (e.g., RSUs), under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by laws in the applicable jurisdiction(s)). Furthermore, Participant understands that he or she may be prohibited from (i) disclosing the inside information to any third party, including fellow employees, and (ii) “tipping” third parties by sharing with them Company inside information, or otherwise causing third parties to buy or sell Company securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions as well as any applicable Company insider trading policy, and Participant should consult with his or her personal legal advisor on this matter.
2.19. Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line electronic system established and maintained by the Company or a third party designated by the Company.
2.20. Language. Participant acknowledges that he or she is sufficiently proficient in English or has consulted with an advisor who is sufficiently proficient in English so as to allow Participant to understand the terms and conditions of this Agreement. If Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable law.
2.21. Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the RSUs and on the shares of Stock acquired upon settlement of the RSUs, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Accepted and Agreed by Participant:
Participant Name: #ParticipantName#
#AcceptanceDate#
#Signature#
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Exhibit 31.1
CERTIFICATIONS
I, Bertrand Loy, certify that:
1.I have reviewed this Report on Form 10-Q of Entegris, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: July 30, 2025 | /s/ Bertrand Loy | ||||
| Bertrand Loy | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATIONS
I, Linda LaGorga, certify that:
1.I have reviewed this Report on Form 10-Q of Entegris, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: July 30, 2025 | /s/ Linda LaGorga | ||||
| Linda LaGorga | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q (the “Report”) of Entegris, Inc, a Delaware corporation (the “Company”), for the period ended June 28, 2025 as filed with the Securities and Exchange Commission on the date hereof, Bertrand Loy, President and Chief Executive Officer of the Company, and Linda LaGorga, Chief Financial Officer of the Company, each hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: July 30, 2025 | /s/ Bertrand Loy | ||||
| Bertrand Loy | |||||
| Chief Executive Officer | |||||
| /s/ Linda LaGorga | |||||
| Linda LaGorga | |||||
| Chief Financial Officer | |||||