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Exhibit 99.1
ATMI, INC.
2000 STOCK PLAN
SECTION 1. Purpose
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The purpose of the 2000 Stock Plan (the "Plan") is to secure for ATMI, Inc.
(the "Company"), its parent (if any) and any subsidiaries of the Company
(collectively, the "Related Companies") the benefits arising from capital stock
ownership and the receipt of capital stock-based incentives by those employees,
directors, officers and consultants of the Company and any Related Companies who
will be responsible for the Company's future growth and continued success.
The Plan will provide a means whereby (a) employees of the Company and any
Related Companies may purchase stock in the Company pursuant to options which
qualify as "incentive stock options" ("Incentive Stock Options") under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), (b)
directors, employees and consultants of the Company and any Related Companies
may purchase stock in the Company pursuant to options granted hereunder which do
not qualify as Incentive Stock Options ("Non-Qualified Option" or "Non-Qualified
Options"); and (c) directors, employees and consultants of the Company and any
Related Companies may receive stock appreciation rights ("SARs"). Both
Incentive Stock Options and Non-Qualified Options are referred to hereafter
individually as an "Option" and collectively as "Options." As used herein, the
terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary
corporation" as those terms are defined in Section 424 of the Code. Options and
SARs are referred to hereafter individually as a "Plan Benefit" and collectively
as "Plan Benefits." Directors, employees and consultants of the Company and any
Related Companies are referred to herein as "Participants."
SECTION 2. Administration
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2.1 Board of Directors and the Committee. The Plan will be administered by
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the Board of Directors of the Company whose construction and interpretation of
the terms and provisions hereof shall be final and conclusive. Any director to
whom a Plan Benefit is awarded shall be ineligible to vote upon his or her Plan
Benefit, but Plan Benefits may be granted to any such director by a vote of the
remainder of the directors, except as limited below. The Board of Directors may
in its sole discretion grant Options, issue shares upon exercise of such Options
and grant SARs all as provided in the Plan. The Board of Directors shall have
authority, subject to the express provisions of the Plan, to construe the Plan
and its related agreements, to prescribe, amend and rescind rules and
regulations
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relating to the Plan, to determine the terms and provisions of the respective
Option and SAR agreements, which need not be identical, and to make all other
determinations in the judgment of the Board of Directors necessary or desirable
for the administration of the Plan. The Board of Directors may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any related agreement in the manner and to the extent it shall deem expedient to
carry the Plan into effect and it shall be the sole and final judge of such
expediency. No director shall be liable for any action or determination made in
good faith. The Board of Directors may delegate any or all of its powers under
the Plan to a Compensation Committee or other Committee (the "Committee")
appointed by the Board of Directors consisting of at least two members of the
Board of Directors. If Plan Benefits are to be approved solely by a Committee,
the members of the Committee shall at all times be: (i) "outside directors" as
that term is defined in Treas. Reg. (S)1.162-27(e)(3) (or any successor
regulation); and (ii) "non-employee directors" within the meaning of Rule 16b-3
(or any successor rule) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as such terms are interpreted from time to time. If the
Committee is so appointed, all references to the Board of Directors herein shall
mean and relate to such Committee, unless the context otherwise requires.
2.2 Compliance with Section 162(m) of the Code. Section 162(m) of the Code
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generally limits the tax deductibility to publicly held companies of
compensation in excess of $1,000,000 paid to certain "covered employees"
("Covered Employees"). It is the Company's intention to preserve the
deductibility of such compensation to the extent it is reasonably practicable
and to the extent it is consistent with the Company's compensation objectives.
For purposes of this Plan, Covered Employees of the Company shall be those
employees of the Company described in Section 162(m)(3) of the Code.
SECTION 3. Eligibility
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3.1 Incentive Stock Options. Participants who are employees shall be eligible
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to receive Incentive Stock Options pursuant to the Plan; provided that no person
shall be granted any Incentive Stock Option under the Plan who, at the time such
Option is granted, owns, directly or indirectly, Common Stock of the Company
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or of its Related Companies, unless the requirements of
Section 6.6(b) hereof are satisfied. In determining whether this 10% threshold
has been reached, the stock attribution rules of Section 424(d) of the Code
shall apply. Directors who are not regular employees are not eligible to
receive Incentive Stock Options.
3.2 Non-Qualified Options and SARs. Non-Qualified Options and SARs may be
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granted to any Participant.
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3.3 Generally. The Board of Directors may take into consideration a
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Participant's individual circumstances in determining whether to grant an
Incentive Stock Option, a Non-Qualified Option or SAR. Granting of any Option
or SAR for any Participant shall neither entitle that Participant to, nor
disqualify that Participant from, participation in any other grant of Plan
Benefits.
SECTION 4. Stock Subject to Plan
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Subject to adjustment as provided in Sections 8 and 9 hereof, the stock to be
offered under the Plan shall consist of shares of the Company's Common Stock,
$.01 par value, and the maximum number of shares which will be reserved for
issuance, and in respect of which Plan Benefits may be granted pursuant to the
provisions of the Plan, shall not exceed in the aggregate 2,000,000 shares.
Such shares may be authorized and unissued shares, treasury shares or shares
purchased on the open market. If an Option or SAR granted hereunder shall
expire or terminate for any reason without having been exercised in full, the
unpurchased shares subject thereto shall again be available for subsequent
grants of Plan Benefits under the Plan. Stock issued pursuant to the Plan may
be subject to such restrictions on transfer, repurchase rights or other
restrictions as shall be determined by the Board of Directors.
SECTION 5. Granting of Options and SARs
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Plan Benefits may be granted under the Plan at any time after May 24, 2000
(the date of approval of the Plan by the stockholders of the Company) and prior
to May 24, 2010; provided, however, that nothing in the Plan shall be construed
to obligate the Company to grant Plan Benefits to a Participant or anyone
claiming under or through a Participant. The date of grant of Plan Benefits
under the Plan will be the date specified by the Board of Directors at the time
the Board of Directors grants such Plan Benefits; provided, however, that such
date shall not be prior to the date on which the Board of Directors takes such
action. The Board of Directors shall have the right, with the consent of a
Participant, to convert an Incentive Stock Option granted under the Plan to a
Non-Qualified Option pursuant to Section 6.7. Plan Benefits may be granted
alone or in addition to other grants under the Plan.
SECTION 6. Special Provisions Applicable to Options and SARs
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6.1 Purchase Price and Shares Subject to Options and SARs.
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(a) The purchase price per share of Common Stock deliverable upon the exercise
of an Option shall be determined by the Board of Directors; provided, however,
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that (i) in the case of an Incentive Stock Option, the exercise price shall not
be less than 100% of the fair market value of such Common Stock on the day the
Option is granted (except as modified in Section 6.6(b) hereof), and (ii) in the
case of a Non-Qualified Option, the exercise price
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shall not be less than the fair market value of the Common Stock on the day such
Option is granted.
(b) Options granted under the Plan may provide for the payment of the exercise
price by delivery of (i) cash or a check payable to the order of the Company in
an amount equal to the exercise price of such Options, (ii) shares of Common
Stock of the Company owned by the Participant having a fair market value equal
in amount to the exercise price of the Options being exercised, or (iii) any
combination of (i) and (ii). The fair market value of any shares of the
Company's Common Stock which may be delivered upon exercise of an Option shall
be determined by the Board of Directors. The Board of Directors may also permit
Participants, either on a selective or aggregate basis, to simultaneously
exercise Options and sell the shares of Common Stock thereby acquired, pursuant
to a brokerage or similar arrangement, approved in advance by the Board of
Directors, and to use the proceeds from such sale as payment of the purchase
price of such shares.
(c) If, at the time an Option is granted under the Plan, the Company's Common
Stock is publicly traded, "fair market value" shall be determined as of the last
business day for which the prices or quotes discussed in this sentence are
available prior to the date such Option is granted (the "Determination Date")
and shall mean (i) the average (on the Determination Date) of the high and low
prices of the Common Stock on the principal national securities exchange on
which the Common Stock is traded, if such Common Stock is then traded on a
national securities exchange; (ii) the last reported sale price (on the
Determination Date) of the Common Stock on The Nasdaq Stock Market if the Common
Stock is not then traded on a national securities exchange; or (iii) the closing
bid price (or average of bid prices) last quoted (on the Determination Date) by
an established quotation service for over-the-counter securities, if the Common
Stock is not reported on The Nasdaq Stock Market. However, if the Common Stock
is not publicly traded at the time an Option is granted under the Plan, "fair
market value" shall be deemed to be the fair value of the Common Stock as
determined by the Board of Directors after taking into consideration all factors
which it deems appropriate, including, without limitation, recent sale and offer
prices of the Common Stock in private transactions negotiated at arm's length.
(d) The maximum number of shares with respect to which Options or SARs may be
granted to any employee, including any transactions contemplated by Treas. Reg.
(S)1.162(e)(2)(vi), shall be limited to 112,500 shares in any calendar year.
6.2 Duration of Options and SARs. Subject to Section 6.6(b) hereof, each
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Option and SAR and all rights thereunder shall be expressed to expire on such
date as the Board of Directors may determine, but in no event later than ten
years from the day on which the Option or SAR is granted and shall be subject to
earlier termination as provided herein.
6.3 Exercise of Options and SARs.
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(a) Subject to Section 6.6(b) hereof, each Option and SAR granted under the
Plan shall be exercisable at such time or times and during such period as shall
be set forth in the instrument evidencing such Option or SAR. To the extent
that an Option or SAR is not exercised by a Participant when it becomes
initially exercisable, it shall not expire but shall be carried forward and
shall be exercisable, on a cumulative basis, until the expiration of the
exercise period. No partial exercise may be for less than ten (10) full shares
of Common Stock (or its equivalent).
(b) The Board of Directors shall have the right to accelerate the date of
exercise of any installments of any Option or SAR; provided that the Board of
Directors shall not accelerate the exercise date of any installment of any
Option granted to a Participant as an Incentive Stock Option (and not previously
converted into a Non-Qualified Option pursuant to Section 6.7) if such
acceleration would violate the annual vesting limitation contained in Section
422(d)(1) of the Code, which provides generally that the aggregate fair market
value (determined at the time the Option is granted) of the stock with respect
to which Incentive Stock Options granted to any Participant are exercisable for
the first time by such Participant during any calendar year (under all plans of
the Company and any Related Companies) shall not exceed $100,000.
6.4 Nontransferability of Options and SARs. No Option or SAR granted under
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the Plan shall be assignable or transferable by the Participant, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution or, with respect to Non-Qualified Options and SARs, unless the
Participant's non-qualified stock option agreement granting such options (the
"Non-Qualified Stock Option Agreement") or the Participant's SAR agreement
granting such SARs (the "SAR Agreement") provides otherwise. Unless otherwise
provided by the Non-Qualified Stock Option Agreement or the SAR Agreement, as
applicable, during the life of the Participant, the Option or SAR shall be
exercisable only by the Participant. If any Participant should attempt to
dispose of or encumber the Participant's Options or SARs, other than in
accordance with the applicable terms of a Non-Qualified Stock Option Agreement
or SAR Agreement, the Participant's interest in such Options or SARs shall
terminate.
6.5 Effect of Termination of Employment or Death on Options and SARs.
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(a) Except as otherwise provided in the instrument evidencing the Plan
Benefit, if a Participant ceases to be employed by the Company or a Related
Company for any reason, including retirement but other than death, any Option or
SAR granted to such Participant under the Plan shall immediately terminate;
provided, however, that, except as otherwise provided in the instrument
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evidencing the Plan Benefit, any portion of such Option or SAR which was
otherwise exercisable on the date of termination of the Participant's employment
may be exercised within the three-month period following the date on which the
Participant ceased to be so employed, but in no event after the expiration of
the exercise period. Except as otherwise provided in the instrument evidencing
the Plan
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Benefit, any such exercise may be made only to the extent of the number of
shares subject to the Option or SAR which were purchasable or exercisable on the
date of such termination of employment. If the Participant dies during such
three-month period, the Option or SAR shall be exercisable by the Participant's
personal representatives, heirs or legatees to the same extent and during the
same period that the Participant could have exercised the Option or SAR on the
date of his or her death, except as otherwise provided in the instrument
evidencing the Plan Benefit.
(b) Except as otherwise provided in the instrument evidencing the Plan
Benefit, if the Participant dies while an employee of the Company or any Related
Company, any Option or SAR granted to such Participant under the Plan shall be
exercisable by the Participant's personal representatives, heirs or legatees,
for the purchase of or exercise relative to that number of shares and to the
same extent that the Participant could have exercised the Option or SAR on the
date of his or her death. Except as otherwise provided in the instrument
evidencing the Plan Benefit, the Option or SAR or any unexercised portion
thereof shall terminate unless so exercised prior to the earlier of the
expiration of six months from the date of such death or the expiration of the
exercise period.
6.6 Designation of Incentive Stock Options; Limitations. Options granted
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under the Plan which are intended to be Incentive Stock Options qualifying under
Section 422 of the Code shall be designated as Incentive Stock Options and shall
be subject to the following additional terms and conditions:
(a) Dollar Limitation. The aggregate fair market value (determined at the
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time the option is granted) of the Common Stock for which Incentive Stock
Options are exercisable for the first time during any calendar year by any
person under the Plan (and all other incentive stock option plans of the Company
and any Related Companies) shall not exceed $100,000. In the event that Section
422(d)(1) of the Code is amended to alter the limitation set forth therein so
that following such amendment such limitation shall differ from the limitation
set forth in this Section 6.6(a), the limitation of this Section 6.6(a) shall be
automatically adjusted accordingly.
(b) 10% Stockholder. If any Participant to whom an Incentive Stock Option is
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to be granted pursuant to the provisions of the Plan is on the date of grant the
owner of stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or any Related Companies, then the following
special provisions shall be applicable to the Incentive Stock Option granted to
such individual:
(i) The option price per share of the Common Stock subject to such
Incentive Stock Option shall not be less than 110% of the fair market value of
one share of Common Stock on the date of grant; and
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(ii) The option exercise period shall not exceed five years from the date
of grant.
In determining whether the 10% threshold has been reached, the stock attribution
rules of Section 424(d) of the Code shall apply.
(c) Except as modified by the preceding provisions of this Section 6.6, all of
the provisions of the Plan shall be applicable to Incentive Stock Options
granted hereunder.
6.7 Conversion of Incentive Stock Options into Non-Qualified Options;
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Termination of Incentive Stock Options. The Board of Directors, at the written
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request of any Participant, may in its discretion take such actions as may be
necessary to convert such Participant's Incentive Stock Options (or any
installments or portions of installments thereof) that have not been exercised
on the date of conversion into Non-Qualified Options at any time prior to the
expiration of such Incentive Stock Options, regardless of whether the
Participant is an employee of the Company or a Related Company at the time of
such conversion. Such actions may include, but not be limited to, extending the
exercise period of the appropriate installments of such Options. At the time of
such conversion, the Board of Directors (with the consent of the Participant)
may impose such conditions on the exercise of the resulting Non-Qualified
Options as the Board of Directors in its discretion may determine, provided that
such conditions shall not be inconsistent with the Plan. Nothing in the Plan
shall be deemed to give any Participant the right to have such Participant's
Incentive Stock Options converted into Non-Qualified Options, and no such
conversion shall occur until and unless the Board of Directors takes appropriate
action. The Board of Directors, with the consent of the Participant, may also
terminate any portion of any Incentive Stock Option that has not been exercised
at the time of such termination.
6.8 Stock Appreciation Rights. An SAR is the right to receive, without
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payment, an amount equal to the excess, if any, of the fair market value of a
share of Common Stock on the date of exercise over the grant price, which amount
will be multiplied by the number of shares with respect to which the SARs shall
have been exercised. The grant of SARs under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the express terms of the Plan, as the Board of
Directors shall deem desirable:
(a) Grant. SARs may be granted in tandem with, in addition to or completely
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independent of any Plan Benefit.
(b) Grant Price. The grant price of an SAR may be the fair market value of a
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share of Common Stock on the date of grant or such other price as the Board of
Directors may determine.
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(c) Exercise. An SAR may be exercised by a Participant in accordance with
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procedures established by the Board of Directors or as otherwise provided in any
agreement evidencing any SARs. The Board of Directors may provide that an SAR
shall be automatically exercised on one or more specified dates.
(d) Form of Payment. Payment upon exercise of an SAR may be made in cash, in
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shares of Common Stock or any combination thereof, as the Board of Directors
shall determine.
(e) Fair Market Value. Fair market value shall be determined in accordance
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with Section 6.1(c) with the "Determination Date" being determined by reference
to the date of grant or the date of exercise of an SAR, as applicable.
6.9 Rights as a Stockholder. A Participant shall have no rights as a
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stockholder with respect to any shares covered by an Option or SAR until the
date of issue of a stock certificate to the Participant for such shares. Except
as otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.
6.10 Special Provisions Applicable to Non-Qualified Options and SARs Granted
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to Covered Employees. In order for the full value of Non-Qualified Options and
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SARs granted to Covered Employees to be deductible by the Company for federal
income tax purposes, the Company may intend for such Non-Qualified Options and
SARs to be treated as "qualified performance-based compensation" as described
in Treas. Reg. (S)1.162-27(e) (or any successor regulation). In such case, Non-
Qualified Options and SARs granted to Covered Employees shall be subject to the
following additional requirements:
(a) such options and rights shall be granted only by the Committee; and
(b) the exercise price of such Options and the grant price of such SARs
granted shall in no event be less than the fair market value of the Common Stock
as of the date of grant of such Options or SARs.
SECTION 7. Requirements of Law
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7.1 Violations of Law. No shares shall be issued and delivered upon exercise
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of any Option or the payment of any SAR unless and until, in the opinion of
counsel for the Company, any applicable registration requirements of the
Securities Act of 1933, any applicable listing requirements of any national
securities exchange on which stock of the same class is then listed, and any
other requirements of law or of any regulatory bodies having jurisdiction over
such issuance and delivery, shall have been fully complied with. Each
Participant may, by accepting Plan Benefits, be required to represent and agree
in writing, for himself or herself and for his or her transferees by will or the
laws of descent
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and distribution, that the stock acquired by him, her or them is being acquired
for investment. The requirement for any such representation may be waived at any
time by the Board of Directors.
7.2 Compliance with Rule 16b-3. The intent of this Plan is to qualify for the
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exemption provided by Rule 16b-3 under the Exchange Act. To the extent any
provision of the Plan does not comply with the requirements of Rule 16b-3, it
shall be deemed inoperative to the extent permitted by law and deemed advisable
by the Board of Directors and shall not affect the validity of the Plan. In the
event Rule 16b-3 is revised or replaced, the Board of Directors may exercise
discretion to modify this Plan in any respect necessary to satisfy the
requirements of the revised exemption or its replacement.
SECTION 8. Recapitalization
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In the event that dividends are payable in Common Stock of the Company or in
the event there are splits, sub-divisions or combinations of shares of Common
Stock of the Company, the number of shares available under the Plan shall be
increased or decreased proportionately, as the case may be, and the number of
shares deliverable upon the exercise thereafter of any Option previously granted
shall be increased or decreased proportionately, as the case may be, without
change in the aggregate purchase price, and the number of shares to which
granted SARs relate shall be increased or decreased proportionately, as the case
may be, and the grant price of such SARs shall be decreased or increased
proportionately, as the case may be.
SECTION 9. Reorganization
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If the Company is merged, consolidated with another corporation and the
Company is not the Surviving Corporation, or the property or stock of the
Company is acquired by any other corporation or in the case of a reorganization
or liquidation of the Company, the Board of Directors of the Company, or the
board of directors of any corporation assuming the obligations of the Company
hereunder, shall, as to outstanding Plan Benefits, (i) make appropriate
provision for the protection of any such outstanding Plan Benefits by the
substitution on an equitable basis of appropriate stock of the Company or of the
merged, consolidated or otherwise reorganized corporation which will be issuable
in respect of the shares of Common Stock of the Company; provided only that the
excess of the aggregate fair market value of the shares subject to the Plan
Benefits immediately after such substitution over the purchase or grant price
thereof is not more than the excess of the aggregate fair market value of the
shares subject to such Plan Benefits immediately before such substitution over
the purchase or grant price thereof, (ii) upon written notice to the
Participants, provide that all unexercised Plan Benefits must be exercised
within a specified number of days of the date of such notice or such Plan
Benefits will be
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terminated, or (iii) upon written notice to the Participants, provide that the
Company or the merged, consolidated or otherwise reorganized corporation shall
have the right, upon the effective date of any such merger, consolidation, sale
of assets or reorganization, to purchase all Plan Benefits held by each
Participant and unexercised as of that date at an amount equal to the aggregate
fair market value on such date of the shares subject to the Plan Benefits held
by such Participant over the aggregate purchase or grant price therefor, such
amount to be paid in cash or, if stock of the merged, consolidated or otherwise
reorganized corporation is issuable in respect of the shares of the Common Stock
of the Company, then, in the discretion of the Board of Directors, in stock of
such merged, consolidated or otherwise reorganized corporation equal in fair
market value to the aforesaid amount. In any such case the Board of Directors
shall, in good faith, determine fair market value and may, in its discretion,
advance the lapse of any waiting or installment periods and exercise dates.
SECTION 10. No Special Employment Rights
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Nothing contained in the Plan or in any Plan Benefit documentation shall
confer upon any Participant receiving a grant of any Plan Benefit any right with
respect to the continuation of his or her employment by the Company (or any
Related Company) or interfere in any way with the right of the Company (or any
Related Company), subject to the terms of any separate employment agreement to
the contrary, at any time to terminate such employment or to increase or
decrease the compensation of the Participant from the rate in existence at the
time of the grant of any Plan Benefit. Whether an authorized leave of absence
or absence in military or government service shall constitute termination of
employment shall be determined by the Board of Directors, in accordance with any
applicable laws.
SECTION 11. Amendment of the Plan
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The Board of Directors may at any time and from time to time suspend or
terminate all or any portion of the Plan or modify or amend the Plan in any
respect. The termination or any modification or amendment of the Plan shall
not, without the consent of a Participant, affect the Participant's rights under
any Plan Benefit previously granted. With the consent of the affected
Participant, the Board of Directors may amend outstanding agreements relating to
any Plan Benefit in a manner not inconsistent with the Plan. The Board of
Directors, however, may not, without stockholder approval, amend the exercise
price of any Option previously awarded pursuant to the Plan by either reducing
the exercise price of such Option or canceling such Option and granting a new
replacement Option with a lower exercise price. The Board of Directors hereby
reserves the right to amend or modify the terms and provisions of the Plan and
of any outstanding Options to the extent necessary to qualify any or all Options
under the Plan for such favorable federal income tax treatment
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(including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code, provided, however, that the consent
of a Participant is required if such amendment or modification would cause
unfavorable income tax treatment for such Participant.
SECTION 12. Withholding
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The Company's obligation to deliver shares of stock upon the exercise of any
Option or SAR and to make payment upon exercise of any SAR shall be subject to
the satisfaction by the Participant of all applicable federal, state and local
income and employment tax withholding requirements.
SECTION 13. Effective Date and Duration of the Plan
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13.1 Effective Date. The Plan shall become effective as of May 24, 2000 (the
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date of approval of the Plan by the stockholders of the Company).
13.2 Duration. Unless sooner terminated in accordance with Section 10
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hereof, the Plan shall terminate upon the earlier of (i) the tenth anniversary
of the effective date or (ii) the date on which all shares available for
issuance under the Plan shall have been issued pursuant to the exercise or
cancellation of Options and SARs granted hereunder. If the date of termination
is determined under (i) above, then Plan Benefits outstanding on such date shall
continue to have force and effect in accordance with the provisions of the
instruments evidencing such Plan Benefits.
SECTION 14. Governing Law
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The Plan and all actions taken thereunder shall be governed by the laws of the
State of Delaware.
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