<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material under Rule 14a-12
ATMI, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined.):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No:
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(4) Date Filed:
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<PAGE>
ATMI, INC.
7 Commerce Drive
Danbury, Connecticut 06810
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2000
To Our Stockholders:
The 2000 Annual Meeting of Stockholders of ATMI, Inc. (the "Company") will
be held at the Ethan Allen Inn, 21 Lake Avenue Extension, Danbury, Connecticut
06811 on Wednesday, May 24, 2000 at 10:00 a.m. (local time) for the following
purposes:
1. To elect two directors for terms to expire at the 2003 Annual Meeting of
Stockholders;
2. To approve the Company's 2000 Stock Plan;
3. To ratify the appointment by the Board of Directors of Ernst & Young LLP as
the Company's independent certified auditors for the fiscal year ending
December 31, 2000; and
4. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.
Only stockholders of record at the close of business on April 7, 2000 are
entitled to notice of and to vote at the Annual Meeting and any adjournments
thereof.
By order of the Board of Directors,
Ward C. Stevens
Secretary
Dated: April 28, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE MARK, SIGN, DATE
AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.
ANY PERSON GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME PRIOR TO ITS
EXERCISE AND, IF PRESENT AT THE MEETING, MAY WITHDRAW IT AND VOTE IN PERSON.
<PAGE>
ATMI , INC.
7 Commerce Drive
Danbury, CT 06810
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2000
__________________________
This Proxy Statement is being furnished to the stockholders of ATMI, Inc. (the
"Company") in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting of Stockholders of the
Company to be held on May 24, 2000, and any adjournments or postponements
thereof (the "2000 Annual Meeting"). This Proxy Statement, the foregoing Notice
of Annual Meeting, the enclosed form of proxy and the Company's 1999 Annual
Report to Stockholders are first being mailed or given to stockholders on or
about April 28, 2000. As used in this Proxy Statement, references to the
"Company" include references to ATMI, Inc. and to its predecessor registrant,
Advanced Technology Materials, Inc.
PROXIES
A stockholder giving a proxy may revoke it at any time before it is voted by
executing and delivering to the Company another proxy bearing a later date, by
delivering a written notice to the Secretary of the Company stating that the
proxy is revoked, or by voting in person at the 2000 Annual Meeting. Any
properly executed proxy returned to the Company will be voted in accordance with
the instructions indicated thereon. If no instructions are indicated on the
proxy, the proxy will be voted for the election of the nominees for directors
named herein and in favor of the other proposals set forth in the Notice of
Annual Meeting.
VOTING SECURITIES
The record date for the determination of stockholders entitled to notice of
and to vote at the 2000 Annual Meeting was the close of business on April 7,
2000 (the "Record Date"). On the Record Date, there were 29,590,454 shares of
Common Stock, the Company's only voting securities, outstanding and entitled to
vote. Each share of Common Stock is entitled to one vote. The presence, in
person or by proxy, of the holders of a majority of the shares of Common Stock
entitled to be voted at the 2000 Annual Meeting is necessary to constitute a
quorum for the transaction of business. Abstentions and broker non-votes will
be included in the calculation of the number of votes represented at the 2000
Annual Meeting for purposes of determining whether a quorum has been achieved.
Votes will be tabulated at the 2000 Annual Meeting by one or more inspectors of
election appointed by the Board of Directors.
<PAGE>
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Company's Common Stock as of the
Record Date by: (i) each person known by the Company to own beneficially more
than five percent of the outstanding Common Stock of the Company; (ii) each
director and nominee for director of the Company; (iii) each executive officer
of the Company named in the Summary Compensation Table on page 6; and (iv) all
current directors and executive officers of the Company as a group. Except as
otherwise indicated, all shares are owned directly. Except as indicated by
footnote, and subject to community property laws where applicable, the persons
named in the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned Percent of Class
- ------------------------------------ ------------------------- ----------------
<S> <C> <C>
Stephen H. Siegele (1)........................... 1,529,822 5.2%
3600 Woodcutters Way
Austin, TX 78746
Eugene G. Banucci (2)............................ 377,153 1.3%
Daniel P. Sharkey (3)............................ 106,093 *
Robert S. Hillas (4)............................. 50,977 *
Mark A. Adley (5)................................ 36,000 *
Peter S. Kirlin (6).............................. 31,000 *
Douglas J. Neugold (7)........................... 22,275 *
Stephen H. Mahle (8)............................. 20,100 *
Kam Law (9)...................................... 10,000 *
C. Douglas Marsh................................. 8,658 *
Michael J. Yomazzo............................... 0 *
All current directors and executive
officers as a group (10) persons) (10)........... 662,256 2.2%
</TABLE>
_____________
* Less than 1% of the outstanding Common Stock.
(1) Includes 5,000 shares issuable upon exercise of options that are exercisable
within 60 days of the Record Date.
(2) Includes 171,875 shares issuable upon exercise of options that are
exercisable within 60 days of the Record Date and 9,335 shares either owned
or issuable upon exercise of options within 60 days of the Record Date by
Dr. Banucci's spouse. Dr. Banucci disclaims beneficial ownership of the
shares held by his spouse.
(3) Includes 94,875 shares issuable upon exercise of options that are
exercisable within 60 days of the Record Date.
(4) Includes 20,000 shares issuable upon exercise of options that are
exercisable within 60 days of the Record Date.
(5) Includes 33,000 shares issuable upon exercise of options that are
exercisable within 60 days of the Record Date.
(6) Consists entirely of shares issuable upon exercise of options that are
exercisable within 60 days of the Record Date. Does not include 2,433
shares owned by irrevocable trusts for the benefit of Dr. Kirlin's child.
(7) Includes 21,600 shares issuable upon exercise of options that are
exercisable within 60 days of the Record Date.
2
<PAGE>
(8) Includes 19,500 shares issuable upon exercise of options that are
exercisable with 60 days of the Record Date.
(9) Consists entirely of shares issuable upon exercise of options that are
exercisable within 60 days of the Record Date.
(10) Includes 405,512 shares issuable to executive officers, directors and their
spouses pursuant to options that are exercisable within 60 days of the
Record Date.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's executive officers and directors and persons who beneficially own more
than ten percent of the Company's Common Stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and to furnish
the Company with copies of all such forms they file. Based solely on its review
of the copies of such forms received by it, or written representations from
certain reporting persons, the Company believes that during the fiscal year
ended December 31, 1999, all such reports were timely filed.
1. ELECTION OF DIRECTORS
The Board of Directors is classified into three classes. The two directors
serving in Class III have terms expiring at the 2000 Annual Meeting. In October
1999, Lamonte H. Lawrence, a Class I director whose term otherwise would have
expired at the 2001 Annual Meeting, retired from the Board of Directors. In
April 2000, the Board of Directors appointed Michael J. Yomazzo for a term
expiring at the 2001 Annual Meeting of Stockholders of the Company to fill the
vacancy resulting from Mr. Lawrence's retirement. In April 2000, Stephen H.
Siegele, a Class III director whose term otherwise would have expired at the
2000 Annual Meeting, retired from the Board of Directors. In April 2000, the
Board of Directors appointed C. Douglas Marsh for a term expiring at the 2000
Annual Meeting to fill the vacancy resulting from Mr. Siegele's retirement. The
Board of Directors has nominated the Class III directors currently serving on
the Board of Directors, Stephen H. Mahle and C. Douglas Marsh, for election to
serve as directors of the Company until the 2003 Annual Meeting of Stockholders
of the Company and until their successors are elected and qualified or until
their earlier resignation or removal. Each of the nominees has indicated a
willingness to serve as a director, but if for any reason any nominee should be
unavailable to serve as a director at the time of the 2000 Annual Meeting, a
contingency which the Board of Directors does not expect, a different person
designated by the Board of Directors may be nominated in his stead.
If a quorum of the holders of Common Stock is present at the 2000 Annual
Meeting, the election of directors will require the affirmative vote of a
plurality of the shares of Common Stock present in person or represented by
proxy and entitled to vote. Abstentions by holders of such shares and broker
non-votes with respect to the election of directors will be included in
determining the presence of such quorum but will not be included in determining
whether nominees have received the vote of such plurality.
The following sets forth certain information regarding the nominees named
above and the other directors of the Company whose terms will continue after the
2000 Annual Meeting.
Nominees for Terms Expiring in 2003
Stephen H. Mahle, age 54, has served as a director of the Company since 1996.
Mr. Mahle has been Senior Vice President of Medtronic, Inc., a medical device
manufacturer, and President of its cardiac rhythm management business since
January 1998. From 1995 to 1997, he was President of the Brady Pacing Business,
a division of Medtronic, Inc. From 1989 to 1995, Mr. Mahle served as Vice
President and General Manager of the Brady Pacing Business.
C. Douglas Marsh, age 54, has served as a director of the Company since April
2000. Mr. Marsh has been the Vice President, U.S. Technology Development
Center and U.S. Investor Relations of ASM Lithography, a seller of
photolithography equipment to the semiconductor industry, since July 1998.
From 1991 to July 1998, he served as Vice President, Worldwide Sales and
President, U.S. Operations at ASM Lithography.
3
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR SUCH NOMINEES.
---
Continuing Directors
Term Expiring in 2001:
Robert S. Hillas, age 51, has served as a director of the Company since 1987.
Mr. Hillas has been the President, Chief Executive Officer and Chairman of the
Board of Envirogen, Inc., an environmental systems and services company, since
April 1998. From 1993 to April 1998, Mr. Hillas served as a Managing Director
of E.M. Warburg, Pincus & Co. LLC, an asset management firm.
Michael J. Yomazzo, age 57, has served as a director of the Company since
April 2000. Mr. Yomazzo has been Vice Chairman of the Board of Directors and a
member of the Office of the Chief Executive Officer of Photronics, Inc., a
manufacturer of photomasks, which are photographic quartz plates used in the
manufacture of semiconductors, since January 1, 1999. He served as Chief
Executive Officer of Photronics from August 1977 until January 1999 and as
President from January 1994 until January 1999. Mr. Yomazzo is also a director
of Summit Bank Connecticut.
Term Expiring in 2002:
Mark A. Adley, age 40, has served as a director of the Company since 1991.
Since 1996, Mr. Adley has been a Managing Director at Credit Suisse First Boston
Corporation, an investment banking firm, where he was a Director from 1994 to
1996.
Eugene G. Banucci, Ph.D., age 56, a founder of the Company, has served as
President, Chief Executive Officer, Chairman of the Board and director since
1986.
Kam Law, Ph.D., age 46, has served as a director of the Company since April
1999. Dr. Law has been the President of AKT, a flat panel display manufacturing
equipment supplier, since October 1999 and served as Senior Vice President of
AKT from October 1998 to October 1999. From April 1998 to October 1998, Dr. Law
served as General Manager of the Global Product Organization at AKT. From 1997
to April 1998, Dr. Law served as Executive Managing Director and General Manager
- - CVD Products at AKT. From 1994 to 1997, Dr. Law served as Senior Director of
AKT.
Board of Directors Committees and Meetings
The standing committees of the Board of Directors are the Audit Committee, the
Compensation Committee and the Nominating Committee.
The Audit Committee is currently comprised of Mark A. Adley and Robert S.
Hillas. The Audit Committee oversees the Company's system of internal
accounting controls, recommends to the Board of Directors and the stockholders
the appointment of a firm of independent certified auditors to conduct the
annual audit of the Company's financial statements, reviews the scope of the
audit, reviews reports from the independent certified auditors, and makes such
recommendations to the Board of Directors in connection with the annual audit as
it deems appropriate. The Audit Committee met four times during 1999.
The Compensation Committee is currently comprised of Mark A. Adley, Robert S.
Hillas and Stephen H. Mahle. The Compensation Committee reviews the
compensation of officers of the Company and the Company's compensation policies
and practices. The Compensation Committee also administers the 1987, 1995, 1997
and 1998 Stock Plans, including recommending the grant of stock options
thereunder. The Compensation Committee met twice during 1999.
4
<PAGE>
The Nominating Committee is currently comprised of Eugene G. Banucci and also
included Stephen H. Siegele during 1999. The Nominating Committee has the
authority to recommend to the Board of Directors criteria for the selection of
candidates for director, evaluate candidates and recommend nominees to serve as
directors. The Nominating Committee met twice during 1999.
The Board of Directors held six meetings during 1999. Each director attended
at least 75% of the aggregate of (i) the total number of meetings of the Board
of Directors and (ii) the total number of meetings held by all committees of the
Board on which such director served.
Director Compensation
The Company's outside directors do not receive any cash compensation for
service on the Board of Directors or any committee thereof but are reimbursed
for expenses incurred in connection with attending meetings of the Board of
Directors and any committee thereof. In December 1994, the Company granted
options for the purchase of 22,500 shares of Common Stock at an exercise price
of $5.50 per share to Robert S. Hillas in consideration of his services on the
Board of Directors. In May 1995, the Company granted options for the purchase
of 22,500 shares of Common Stock at an exercise price of $8.50 per share to Mark
A. Adley in consideration of his services on the Board of Directors. In March
1996, the Company granted options for the purchase of 22,500 shares of Common
Stock at an exercise price of $10.50 per share to Stephen H. Mahle in
consideration of his services on the Board of Directors. In January 1998, the
Company granted options for the purchase of 25,500, 25,000 and 2,000 shares of
Common Stock at an exercise price of $24.25 to Mark A. Adley, Robert S. Hillas
and Stephen H. Mahle, respectively, in consideration of their services on the
Board of Directors. In January 1999, the Company granted options for the
purchase of 25,000 shares of Common Stock at an exercise price of $25.25 per
share to Stephen H. Siegele in consideration of his services as an employee and
his service on the Board of Directors. Mr. Siegele's status as an employee
terminated on December 31, 1999; however this granted option continues in effect
to recognize his service on the Board of Directors. In April 1999, the Company
granted fully vested options for the purchase of 5,000 shares of Common Stock at
an exercise price of $21.50 to Kam Law in consideration of future services on
the Board of Directors. In October 1999, the Company granted options for the
purchase of 20,000 shares of Common Stock at an exercise price of $22.44 per
share to Kam Law in consideration of his services on the Board of Directors. In
April 2000, the Company granted options for the purchase of 50,000 shares of
Common Stock at an exercise price of $45.63 per share to each of Michael J.
Yomazzo and C. Douglas Marsh in consideration of future services on the Board of
Directors. In each case, the exercise price for the options granted was the
fair market value of the Common Stock on the date of grant, and the options
granted were subject to certain vesting provisions.
5
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth certain information regarding the compensation
paid by the Company for the years ended December 31, 1999, 1998 and 1997 to the
Company's Chief Executive Officer and each of the other four most highly
compensated executive officers in 1999 (together, the "Named Executive
Officers") for services in all capacities to the Company and its subsidiaries.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
------------
Awards
------------
Annual Compensation Securities All Other
------------------------ Underlying Compen-
Name and Principal Position Year Salary ($) Bonus ($) Options (#) sation ($)(1)
- --------------------------- ---- ---------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Eugene G. Banucci................... 1999 295,978 240,000 50,000 9,047
President, Chief Executive 1998 241,091 - 60,000 5,346
Officer 1997 210,000 125,000 25,000 3,769
and Chairman of the Board
Stephen H. Siegele (2).............. 1999 400,052 - 25,000 -
President - ADCS, Vice Chairman 1998 300,000 - - 4,667
of the Board 1997 89,000 - - -
Peter S. Kirlin..................... 1999 197,517 140,000 35,000 1,471
Executive Vice President 1998 164,792 - 30,000 2,975
1997 150,000 50,000 20,000 2,700
Douglas J. Neugold (3).............. 1999 197,517 120,000 30,000 -
Executive Vice President 1998 186,364 50,000 39,000 100,283
Daniel P. Sharkey................... 1999 167,932 100,000 30,000 1,300
Vice President, Chief Financial 1998 160,083 - 30,000 2,273
Officer and Treasurer 1997 130,000 50,000 15,000 1,903
</TABLE>
__________________
(1) Represents premiums paid for life insurance and long-term disability
policies of which the Company is not the beneficiary and flexible spending
contributions toward health care costs not covered by Company plans. In the
case of Mr. Neugold, it also represents payments for relocation expenses.
(2) Mr. Siegele joined the Company on October 13, 1997 in connection with the
Company's acquisition of the ADCS Group. On December 31, 1999, Mr.
Siegele's employment with the Company ended.
(3) Mr. Neugold joined the Company on January 22, 1998. The 1998 bonus amount
represents a one-time payment upon joining the Company.
6
<PAGE>
Option Grants
The following table sets forth certain information with respect to stock
options granted to the Named Executive Officers during the year ended December
31, 1999.
Option Grants In Last Fiscal Year
<TABLE>
<CAPTION>
Potential
Individual Grants Realizable Value at
--------------------------------------------------
Number of % of Total Assumed Annual
Securities Options Rates of Stock
Underlying Granted to Exercise Price Appreciation
Options Employees Price Expiration for Option Term (2)
-------------------
Name Granted(#)(1) in 1999 ($/sh) Date 5% ($) 10% ($)
- ---------------------- ------------- ---------- -------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Eugene G. Banucci..... 50,000 4.4% 25.25 1/1/09 793,979 2,012,100
Stephen H. Siegele.... 25,000 2.2% 25.25 1/1/09 369,990 1,006,050
Peter S. Kirlin....... 35,000 3.1% 25.25 1/1/09 555,786 1,408,470
Douglas J. Neugold.... 30,000 2.7% 25.25 1/1/09 476,388 1,207,260
Daniel P. Sharkey..... 30,000 2.7% 25.25 1/1/09 476,388 1,207,260
</TABLE>
__________________
(1) Options granted vest ratably over five years on each of the first five
anniversary dates of the grant date.
(2) The dollar amounts under these columns are the result of calculations
assuming 5% and 10% growth rates as set by the Securities and Exchange
Commission and, therefore, are not intended to forecast future price
appreciation, if any, of the Company's Common Stock.
Stock Option Exercises and Fiscal Year-End Option Values
The following table sets forth information concerning option holdings as of
December 31, 1999 with respect to the Named Executive Officers.
Aggregated Option Exercises In Last Fiscal Year
And Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-the-Money Options
on Value Options at FY-End (#) at FY-End ($)(1)
------------------------------ ------------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Eugene G. Banucci..... 4,500 84,656 144,875 120,000 3,967,530 1,214,875
Stephen H. Siegele.... - - - 25,000 - 195,313
Peter S. Kirlin....... 10,737 333,235 66,341 76,000 1,677,517 791,875
Douglas J. Neugold.... - - 7,800 61,200 84,338 571,725
Daniel P. Sharkey..... 20,000 676,200 79,875 66,000 2,180,034 658,500
</TABLE>
__________________
(1) Based on the fair market value of the Company's Common Stock as of December
31, 1999 ($33.0625) minus the exercise price of the options.
7
<PAGE>
Employment Agreements
The Company entered into employment agreements with Eugene G. Banucci, Daniel
P. Sharkey and Stephen H. Siegele, effective October 10, 1997. Pursuant to the
agreements, Dr. Banucci will act as President, Chief Executive Officer and
Chairman of the Board of the Company, Mr. Sharkey will act as Vice President,
Chief Financial Officer and Treasurer of the Company, and Mr. Siegele acted as
President of the ADCS division of the Company, for annual salaries of $210,000,
$130,000 and $400,000, respectively. Salaries are subject to increase from time
to time to take into account appropriate cost of living adjustments and general
compensation increases based on performance, in the discretion of the Board of
Directors. Each employee will also be eligible to receive additional
compensation, including awards of performance bonuses at levels commensurate
with other employees of the Company of equivalent position and grants of
employee stock options, in each case in the discretion of the Compensation
Committee of the Board of Directors.
The employment agreements expire on the earliest to occur of (i) the death of
the employee, (ii) the termination of the agreements due to the incapacity of
the employee, (iii) the termination of the agreements by the Company with or
without cause, or (iv) the termination of the agreements by the employee for
just cause. Under the terms of the agreements, if the Company terminates the
employee without cause, or if the employee terminates the agreement for just
cause, the Company will pay the employee his annual base salary then in effect
for a period of 18 months after termination in the case of Dr. Banucci and Mr.
Siegele, and for a period of nine months after termination in the case of Mr.
Sharkey. The Company will also provide the employee during such period with
medical, dental, life and disability insurance benefits on the same basis the
Company would have provided the employee during such period had he continued to
be an employee of the Company.
The employment agreements restrict each employee from competing with the
Company during the term of the agreement and for a period of the later of
October 10, 2002 or 36 months after the termination of employment in the case of
Dr. Banucci and Mr. Siegele, or 24 months after the termination of employment in
the case of Mr. Sharkey. In the event the Company should seek to enforce such
non-competition provisions in a court, a court may, in exercising its
discretionary authority, determine not to enforce, or to limit enforcement of,
such provisions against an employee.
The employment agreements for Dr. Banucci and Mr. Sharkey also provide that
any termination associated with a change in control of the Company (including
resignation by the employee for just cause such as a significant decrease in the
employee's duties or authority) would result in the acceleration of options
outstanding (and as may be subsequently granted) to them; provided that such
acceleration of vesting shall not occur if and to the extent that (i) the
Company's independent accountant has advised the Board of Directors that such
acceleration could prohibit the accounting treatment of the transaction which is
a change in control as a pooling of interests under Accounting Principles Board
Opinion No. 16 (or any successor opinion) and (ii) the Board of Directors
intends to treat such transaction as a pooling of interests, in which case
options would continue to vest as permitted within the terms of the applicable
stock plans. In addition, Dr. Banucci and Mr. Sharkey would be entitled to any
bonuses under any bonus plans then in effect as if fully earned. Benefits
payable under the agreements upon a change in control may subject the employee
to an excise tax as "excess parachute payments" under Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"). The Company will
reimburse the employee for all excise taxes paid, but the reimbursement will
constitute an excess parachute payment and will be subject to further excise
tax. Such further excise tax will trigger further reimbursement by the Company.
The Company will not be allowed to take a deduction for federal income tax
purposes for the excess parachute payments.
In December 1999, the Company entered into a separation agreement with Stephen
H. Siegele in connection with his termination of employment effective December
31, 1999. Pursuant to the terms of this agreement, the Company has agreed to
pay Mr. Siegele $800,000 during fiscal 2000 and to transfer ownership of Mr.
Siegele's company-owned automobile to him.
8
<PAGE>
Compensation Committee Interlocks and Insider Participation
During 1999, the Compensation Committee of the Board of Directors consisted of
Mark A. Adley, Robert S. Hillas and Stephen H. Mahle. No executive officer of
the Company served on the compensation committee of another entity or on any
other committee of the board of directors of another entity performing similar
functions during the last fiscal year.
Compensation Committee Report
The Compensation Committee, which is comprised of non-employee directors of
the Company, is responsible for administering the Company's executive
compensation program and reviewing and making recommendations to the Board of
Directors with respect to the compensation of executive officers and other
senior management and the Company's overall compensation policy. In connection
with such responsibilities, the Compensation Committee has authority to
administer the Company's 1987, 1995, 1997 and 1998 Stock Plans, including
recommending the grant of stock options and other awards thereunder. All other
actions of the Compensation Committee are subject to the approval of the Board
of Directors.
The Company's executive compensation program is intended to attract and retain
talented executives and senior management by offering competitive compensation
opportunities. Furthermore, the Company's compensation program is designed to
motivate and reward high-performing individuals based on variable compensation
tied to overall corporate, separate business unit and individual performance and
the creation of stockholder value. The Company's philosophy is that the
combination of performance-based and stock-based compensation serves to maximize
annual and long-term results and, ultimately, stockholder value. The components
of the Company's executive compensation program include base salary, annual cash
incentives and long-term stock option incentives. The Compensation Committee
has discretion as to the composition and components awarded in a particular year
to each executive officer.
Components of Executive Compensation
Base Salary. The Compensation Committee annually reviews officers' base
salaries. The Compensation Committee evaluates management's recommendations
based on the results achieved by each officer relative to the assigned goals of
the recently completed year as well as competitive salary practices of other
similar companies.
Annual Incentives. Annual incentives are designed to provide officers with a
potential cash award based on the achievement of annual financial and operating
objectives. These objectives and potential award amounts are approved by the
Compensation Committee and the Board of Directors on an annual basis in advance
and are based upon operating plans approved by the Board of Directors. The
Compensation Committee approves specific objectives for each officer. In 1999,
these objectives included the performance of business divisions, the achievement
of budgeted financial performance and the successful completion of certain
strategic transactions. The Compensation Committee determined cash bonus awards
for each executive officer at the end of 1999 based upon the achievement of
specified objectives for each officer.
Long-term Incentives. The Compensation Committee may also recommend to the
Board of Directors the grant to officers of stock options under the Company's
1995, 1997 and 1998 Stock Plans that are distinct from stock options granted as
annual incentives. These options, which vest over time, are awarded to officers
based on their continued contribution to the Company's achievement of financial
and operating objectives. These awards are designed to align the interests of
the Company's officers with the interests of the Company's stockholders and to
motivate the Company's officers to remain focused on the overall long-term
performance of the Company. In 1999, executive officers received grants of non-
qualified stock options. These options were granted at the fair market value of
the Common Stock on the date of grant. The options become exercisable over a
five-year period and have a ten-year term. In determining the number of stock
options granted to executive officers, the Compensation Committee took into
account position levels, individual performance and the number of shares
available for issuance under the Company's 1995, 1997 and 1998 Stock Plans.
9
<PAGE>
Chief Executive Officer Compensation
During 1999, the Company's Chief Executive Officer, Eugene G. Banucci,
participated in the same executive compensation program provided to other
executive officers and senior management of the Company as described above. The
increase in Dr. Banucci's base salary is based on market rates of compensation
paid to chief executive officers of comparable companies, the Company's
financial performance, primarily earnings per share and revenue growth, in the
previous fiscal year and the fulfillment of a series of objectives during the
previous fiscal year established at the beginning of the year by the
Compensation Committee in consultation with the Chief Executive Officer. The
objectives used to determine base salary for fiscal 1999 consisted of
organization and strategy development, merger and acquisition activity and
certain financial objectives. In 1999, Dr. Banucci received a base salary of
$300,000, which represented a 25% increase over his base salary in 1998. In
December 1999, the Compensation Committee authorized a $240,000 cash bonus for
1999, given the Company's financial performance and strategic progress during
1999. In June 1998, the Compensation Committee had implemented a temporary 33%
salary reduction in Dr. Banucci's base pay, effective through the remainder of
1998 and did not authorize any cash bonus for 1998, given the Company's
financial performance in light of an overall industry slowdown during 1998. On
January 1, 1999, Dr. Banucci was granted non-qualified stock options to purchase
50,000 shares of Common Stock at an exercise price of $25.25 per share, which
was the fair market value of the Common Stock on the date of grant. The options
become exercisable over a five-year period and have a ten-year term.
Compensation Committee:
Stephen H. Mahle, Chairman
Mark A. Adley
Robert S. Hillas
10
<PAGE>
Stock Performance Graph
The following graph compares the cumulative total stockholder return on the
Company's Common Stock with the return on the Total Return Index for the Nasdaq
Stock Market (U.S.) and the Nasdaq Electronic Components Stock Index. The
measurement assumes a $100 investment as of December 31, 1994 with all dividends
reinvested. The data presented are on an annual basis for the five years ended
on December 31, 1999.
Stock Performance Graph
[GRAPH APPEARS HERE]
Electronic
Component
ATMI Nasdaq Index
12/31/94 100.00 100.00 100.00
12/31/95 168.42 141.33 165.82
12/31/96 290.53 173.89 286.42
12/31/97 406.42 213.07 300.25
12/31/98 425.26 300.25 464.11
12/31/99 556.84 542.43 910.46
11
<PAGE>
CERTAIN TRANSACTIONS
Between March 1997 and April 1998, the Company loaned Peter S. Kirlin an
aggregate of $155,000 in exchange for Dr. Kirlin's promissory notes bearing
interest at 6% per annum. In December 1997, Dr. Kirlin prepaid an aggregate of
$23,120 due under the notes. On June 30, 1998, the Company consolidated all
separate notes into one promissory note in the principal amount of $131,880
bearing interest at 6% per annum and due and payable on June 30, 1999. On July
31, 1999, Dr. Kirlin paid the Company $147,104, representing all principal and
interest due under the note.
2. 2000 STOCK PLAN
The Board of Directors has unanimously adopted and recommended that the
stockholders consider and approve the Company's 2000 Stock Plan (the "2000 Stock
Plan"), under which an aggregate of 2,000,000 shares will be reserved for
issuance. To become effective, the 2000 Stock Plan must be approved by the
Company's stockholders. Such approval at the 2000 Annual Meeting will require
the affirmative vote of the holders of a majority of the shares of Common Stock
present in person or represented by proxy and entitled to vote. Abstentions by
holders of such shares with respect to voting on the 2000 Stock Plan will have
the effect of a vote against the 2000 Stock Plan; broker non-votes with respect
to voting on the 2000 Stock Plan will have no effect on the outcome of the vote.
In June 1987, the Company adopted the 1987 Stock Plan, which was approved by
the Company's stockholders in July 1987 and which has been amended from time to
time (the "1987 Stock Plan"). While there are options outstanding under the
1987 Stock Plan, the 1987 Stock Plan expired in 1997. In May 1995, the Company
adopted the 1995 Stock Plan, which was approved by the Company's stockholders in
May 1995 (the "1995 Stock Plan"). In April 1997, the Company adopted the 1997
Stock Plan, which was approved by the Company's stockholders in April 1997, and
which was amended in May 1997 (the "1997 Stock Plan"). In April 1998, the
Company adopted the 1998 Stock Plan, which was approved by the Company's
stockholders in May 1998 (the "1998 Stock Plan"). As of March 31, 2000,
1,153,777 shares of Common Stock had been issued pursuant to the exercise of
options granted under the 1987, 1995, 1997 and 1998 Stock Plans, options to
purchase 3,100,031 shares were outstanding under such plans and 262,025 shares
were available for future grants under the 1995, 1997 and 1998 Stock Plans.
Since the adoption of the 1998 Stock Plan, the number of full-time employees of
the Company has more than doubled. Each full-time employee typically receives a
grant of stock options upon the commencement of employment and many employees
receive additional performance-based grants in subsequent years. To assure that
sufficient shares are available to provide future grants to those employees,
directors, officers and consultants of the Company and any subsidiaries who will
be responsible for the Company's future growth and continued success, the Board
of Directors has adopted the 2000 Stock Plan. The 2000 Stock Plan will also
give the Company more flexibility to keep pace with competition in a highly-
competitive employment environment. Following stockholder approval of the 2000
Stock Plan, or if stockholder approval is not obtained, the Company may continue
to grant awards under the 1995, 1997 and 1998 Stock Plans in accordance with
their terms.
THE BOARD OF DIRECTORS UNANIMOUSLY BELIEVES THE 2000 STOCK PLAN IS ADVISABLE AND
IN THE BEST INTERESTS OF THE COMPANY AND RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE APPROVAL OF THE 2000 STOCK PLAN.
- ---
The following constitutes a brief discussion of the material features of the
2000 Stock Plan and is qualified in its entirety by reference to the 2000 Stock
Plan, the full text of which is attached hereto as Appendix A and is
incorporated herein by reference. All stockholders of the Company are urged to
read Appendix A in its entirety.
Nature and Purpose
The stated purpose of the 2000 Stock Plan is to secure for the Company and any
subsidiaries of the Company 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 subsidiaries who will be
responsible for the Company's future growth and continued success.
12
<PAGE>
The 2000 Stock Plan is designed to meet these objectives by granting stock
incentive awards to those persons whose performance or potential contribution
will benefit the Company. The 2000 Stock Plan empowers the Company to grant to
employees (including officers), directors and consultants of the Company and its
subsidiaries incentive and non-qualified stock options ("Options") and stock
appreciation rights ("SARs"). The 2000 Stock Plan also empowers the Company to
grant to eligible individuals any combination of any or all of these Options and
SARs, subject to certain limitations.
Persons to whom grants of Options and SARs are made are sometimes referred to
as "participants." References to "incentive stock options" are to incentive
stock options within the meaning of Section 422 of the Code.
Duration
The 2000 Stock Plan provides that it will terminate upon the earlier of (i)
the tenth anniversary of the date of approval of the 2000 Stock Plan by the
stockholders of the Company or (ii) the date on which all shares available for
issuance under the 2000 Stock Plan shall have been issued pursuant to the
exercise or cancellation of Options and SARs granted thereunder. Options and
SARs outstanding on the termination date of the 2000 Stock Plan will continue to
have full force and effect in accordance with the provisions of the instruments
evidencing the Options and SARs. Pursuant to the 2000 Stock Plan, the Board of
Directors may modify, amend, terminate or suspend the 2000 Stock Plan from time
to time or at any time without stockholder approval. Any such modification,
amendment, termination or suspension of the 2000 Stock Plan will not impair the
rights of any person with respect to any Option or SAR previously granted.
Administration
The 2000 Stock Plan may be administered by the Board of Directors of the
Company, or a Compensation Committee or other committee, appointed by the Board
of Directors and consisting of at least two directors, whose construction and
interpretation of the terms and provisions of the 2000 Stock Plan are final and
conclusive. The Board of Directors has delegated many of its powers under the
2000 Stock Plan to the Company's Compensation Committee. Members of the
Compensation Committee serve at the discretion of the Board of Directors. The
Compensation Committee may recommend to the Board of Directors the grant of
Options and SARs and issue shares upon exercise of such Options and SARs, all as
provided in the 2000 Stock Plan. The Compensation Committee has the authority,
subject to the express provisions of the 2000 Stock Plan, to construe the 2000
Stock Plan and its related agreements, to prescribe, amend and rescind the rules
and regulations relating to the 2000 Stock 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
Compensation Committee necessary or desirable for the administration of the 2000
Stock Plan. The Board of Directors or the Compensation Committee, however, may
not, without stockholder approval, reduce the exercise price of any Option
previously awarded pursuant to the 2000 Stock Plan. The 2000 Stock Plan
provides that if Options and SARs are to be approved solely by a committee, the
committee members must be "outside directors" as that term is used in the
regulation related to Section 162(m) of the Code and "non-employee directors" as
that term is used in Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.
Shares Subject to the 2000 Stock Plan
The stock to be offered under the 2000 Stock Plan consists of shares of the
Company's Common Stock. The last sale price for the Company's Common Stock as
reported by the Nasdaq National Market on April 24, 2000 was $31.81 per share.
The maximum number of shares of Common Stock in respect of which Options and
SARs may be granted pursuant to the provisions of the 2000 Stock Plan may not
exceed 2,000,000 (subject to adjustment for stock splits, stock dividends,
recapitalizations and the like). The shares may be either authorized and
unissued shares, treasury shares or shares purchased on the open market. If an
Option or SAR expires or terminates without having been exercised in full, the
unexercised shares will be available for subsequent grant under the 2000 Stock
Plan. Shares of Common Stock issued pursuant to the 2000 Stock Plan may be
subject to such restrictions on transfer, repurchase rights or other
restrictions as may be determined by the Compensation Committee.
13
<PAGE>
Eligibility
All employees (including officers) of the Company or any of its subsidiaries
are eligible to receive incentive stock options pursuant to the 2000 Stock Plan.
All employees (including officers), directors and consultants of the Company or
any of its subsidiaries are eligible to receive non-qualified Options and SARs.
As of the Record Date, approximately 950 persons were eligible to participate in
the 2000 Stock Plan.
The selection of participants in, and the nature and size of grants under, the
2000 Stock Plan are within the discretion of the Compensation Committee, subject
to approval by the Board of Directors. However, under the 2000 Stock Plan, the
maximum number of shares with respect to which Options or SARs may be granted to
any employee shall be limited to 112,500 shares of Common Stock in any calendar
year. The Board of Directors' designation of a participant in any year does not
require the Board of Directors to designate such person to receive a grant in
any other year. With respect to the 2000 Stock Plan, the Board of Directors has
made no determination regarding the selection of particular participants to
receive grants or the nature of any grants to be made, and it is not
determinable what, if any, grants the Board of Directors may have made under the
2000 Stock Plan had it been in effect in 1999. However, the table below shows
the number of Options granted under the 1995, 1997 and 1998 Stock Plans to such
persons or groups listed in such table during 1999.
<TABLE>
<CAPTION>
Number of Securities
Underlying Options
Name and Position Granted in 1999 (1)
----------------- --------------------
<S> <C>
Eugene G. Banucci,
President, Chief Executive Officer,
Chairman of the Board.............................................. 50,000
Stephen H. Siegele,
President - ADCS,
Vice Chairman of the Board......................................... 25,000
Douglas Neugold,
Executive Vice President........................................... 30,000
Peter S. Kirlin,
Executive Vice President........................................... 35,000
Daniel P. Sharkey,
Vice President, Chief Financial Officer and Treasurer.............. 30,000
All current executive officers as a group............................... 145,000
All current directors who are not executive officers as a group......... 25,000
All employees, including all current officers who are not
executive officers as a group...................................... 953,654
</TABLE>
____________
(1) Options granted vest ratably over five years on each of the first five
anniversary dates from the grant date. The options were granted at exercise
prices per share ranging from $19.19 to $37.38, the fair market value on the
dates of grant. The options expire ten years from their respective dates of
grant
Options and SARs
Options
Options granted under the 2000 Stock Plan may be in the form of incentive
stock options or non-qualified stock options. Options may be granted under the
2000 Stock Plan on such terms and conditions not inconsistent with the
provisions of the 2000 Stock Plan and in such form as the Board of Directors may
from time to time approve.
The Option exercise price per share of Common Stock purchasable under an
Option granted under the 2000 Stock Plan shall be determined by the Board of
Directors at the time of grant. The exercise price of an incentive stock
option, however, shall not be less than the fair market value of Common Stock on
the date of grant or, in the
14
<PAGE>
case of an incentive stock option to be granted to a participant owning stock
having more than 10% of the total combined voting power of all classes of stock
of the Company or any subsidiary, the exercise price per share shall be not less
than 110% of the fair market value of such stock on the date of grant. The
exercise price of a non-qualified stock option shall not be less than the fair
market value of Common Stock on the date of grant.
The term of each Option granted under the 2000 Stock Plan shall be fixed by
the Board of Directors; however, the term of any Option may not exceed ten years
from the date of grant, except that the term of any incentive stock option
granted to a participant owning stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any subsidiary
may not exceed five years.
An Option granted under the 2000 Stock Plan shall be exercisable at such time
or times and subject to such conditions as shall be determined by the Board of
Directors at the date of grant and as set forth in the instrument evidencing the
Option. With respect to incentive stock options, the aggregate fair market
value (determined as of the date of grant) of the number of shares with respect
to which such incentive stock options are exercisable for the first time by a
participant during any calendar year may not exceed $100,000 or such other limit
as may be established under Section 422 of the Code.
An Option granted under the 2000 Stock Plan may be exercised as provided in
the instrument evidencing the option; however, no partial exercise of the Option
may be for less than ten shares. Payment of the exercise price may be made with
cash, with shares of Common Stock or with a combination of cash and stock. The
Compensation Committee may also permit participants 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 Compensation
Committee, and to use the proceeds from such sale as payment of the purchase
price. The Compensation Committee may, in its discretion, accelerate the date
of exercise of any installments of any Options, provided that no acceleration
will be made that would violate the annual vesting limitation contained in
Section 422(d) of the Code with respect to incentive stock options.
No shares of Common Stock will be issued under the 2000 Stock Plan unless
counsel for the Company is satisfied that such issuance will be in compliance
with applicable federal and state securities laws or any applicable listing
requirements of any national securities exchange on which the Common Stock is
then listed. Any participant in the 2000 Stock Plan may be required to
represent and agree in writing that the stock acquired by the participant is
being acquired for investment.
Stock Appreciation Rights
Under the 2000 Stock Plan, an SAR may be granted in tandem with, in addition
to, or independent of any other grant. An SAR is the right to receive, without
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 of such
share, multiplied by the number of shares as to which the SARs shall have been
exercised. The Company will pay such amount to the holder in cash or in shares
of Common Stock or a combination thereof, as the Compensation Committee may
determine.
An SAR may be exercised by a participant in accordance with procedures
established by the Compensation Committee. The Compensation Committee may also
determine that an SAR shall be automatically exercised on one or more specified
dates.
Employment
An Option or SAR shall terminate if the participant ceases to be employed by
the Company or a subsidiary for any reason other than death, except that the
participant may (except as otherwise provided in the instrument evidencing the
Option or SAR) exercise within the three-month period following termination of
employment any unexpired portion of an Option or SAR that was otherwise
exercisable on the date of termination of employment. Except as otherwise
provided in the instrument evidencing the Option or SAR, if a participant dies
while an employee of the Company or a subsidiary, any Option or SAR granted to
such participant may be exercised by the
15
<PAGE>
participant's personal representatives or heirs within six months of the
participant's death to the extent that the participant could have exercised the
Option or SAR on the date of his or her death.
Transferability
No Option or SAR granted under the 2000 Stock Plan, and no right or interest
therein, is assignable or transferable by a participant except by will or the
laws of descent and distribution or, with respect to non-qualified stock options
and SARs, to the extent the participant's agreement granting such non-qualified
stock option or SAR provides otherwise.
Change in Control
The 2000 Stock Plan provides that if (i) the Company is merged or consolidated
with another corporation and the Company is not the surviving corporation, (ii)
the property or stock of the Company is acquired by any other corporation, or
(iii) the Company is reorganized or liquidated, then the Board of Directors of
the Company, or the board of directors of any corporation assuming the
obligations of the Company, will, as to outstanding Options and SARs, (1) make
appropriate provision for the protection of any such outstanding Options and
SARs 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 or exercisable in respect of the shares of Common Stock,
(2) upon written notice to the participants, provide that all unexercised
Options and SARs must be exercised within a specified number of days of the date
of such notice or such Options and SARs will be terminated, or (3) 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 Options and SARs held by each participant and unexercised as of
that date for an amount and in the form determined pursuant to the 2000 Stock
Plan.
Federal Income Tax Consequences
Based on current provisions of the Code, and the existing regulations
thereunder, certain anticipated federal income tax consequences with respect to
the several types of grants are described below:
Grant of Options and SARs
A participant will not recognize any taxable income at the time an Option or
SAR is granted, and the Company will not be entitled to a federal income tax
deduction at that time.
Incentive Stock Options
No ordinary income will be recognized by a participant holding an incentive
stock option at the time of exercise. The excess of the fair market value of
the shares at the time of exercise over the aggregate option exercise price will
be an adjustment to alternative minimum taxable income for purposes of the
federal "alternative minimum tax" at the date of exercise. If the participant
holds the shares for the greater of two years after the date the option was
granted or one year after the acquisition of such shares, the difference between
the amount realized upon disposition of the shares and the aggregate option
exercise price will constitute a long-term capital gain or loss, as the case may
be, and the Company will not be entitled to a federal income tax deduction. If
the shares are disposed of in a sale, exchange or other "disqualifying
disposition" (including the use of the shares to exercise subsequent options)
within two years after the date of grant or within one year after the date of
exercise, the participant will realize taxable ordinary income in an amount
equal to the excess of the fair market value of the shares purchased at the time
of exercise over the aggregate option exercise price, and the Company will
usually be entitled to a federal income tax deduction equal to such amount. In
addition, the participant will have a taxable capital gain equal to the
difference, if any, between: (i) the amount realized upon disposition of the
shares, and (ii) the sum of the aggregate option exercise price plus the amount
of ordinary income on which the participant was taxed.
Non-Qualified Stock Options
16
<PAGE>
Taxable ordinary income will be recognized by the participant at the time of
exercise of a non-qualified stock option in an amount equal to the excess of the
fair market value of the shares purchased at the time of such exercise over the
aggregate option exercise price. The Company will usually be entitled to a
corresponding federal income tax deduction. At the time of a subsequent sale of
the shares, the participant will generally recognize a taxable capital gain or
loss based upon the difference between the aggregate selling price of the shares
and the aggregate fair market value of the shares at the time of exercise.
Stock Appreciation Rights
Upon the exercise of an SAR, the participant will realize taxable ordinary
income on the amount of cash received and/or the then current fair market value
of the shares of Common Stock acquired, and the Company will usually be entitled
to a corresponding federal income tax deduction. The participant's basis in any
shares of Common Stock acquired will be equal to the amount of ordinary income
upon which the participant was taxed. Upon any subsequent disposition, any gain
or loss realized will be a capital gain or loss.
In order for the full value of SARs to be deductible by the Company for
federal income tax purposes, the Company may intend for such SARs to be treated
as "qualified performance-based compensation," in which case, such SARs granted
shall be subject to additional requirements.
Special Rules
To the extent a participant pays all or part of the option exercise price of a
non-qualified stock option by tendering shares of Common Stock owned by the
participant, the tax consequences described above apply except that the number
of shares received upon such exercise which is equal to the number of shares
surrendered in payment of the option exercise price shall have the same tax
basis and tax holding period as the shares surrendered. The additional shares
received upon such exercise shall have a tax basis equal to the amount of
ordinary income recognized on such exercise and a holding period which commences
on the date of exercise. To preserve the Company's deductions with respect to
the non-qualified options and SARs, the Board of Directors may be required to
set the exercise or grant price for such non-qualified options and SARs at the
fair market value of a share of Common Stock on the date of grant.
Withholding Taxes
Withholding taxes must be paid by the participant at the time of exercise of
any non-qualified stock option or SAR prior to the delivery of shares. In
respect of incentive stock options, any applicable withholding taxes must be
paid when and to the extent ordinary income to the participant is recognized for
tax purposes.
Section 162(m)
Under Section 162(m) of the Code, the Company is not entitled to a federal
income tax deduction for compensation in excess of $1 million paid in any year
to its chief executive officer and its four other most highly compensated
executive officers, subject to certain exceptions. Compensation that qualifies
as "performance-based" under Section 162(m) is exempt from this limitation.
Options and SARs granted under the 2000 Stock Plan at an exercise price that is
not less than the fair market value of Company Common Stock on the date of grant
are designed to satisfy the requirements for the performance-based exemption.
General
Because the tax consequences to a participant may vary depending upon the
participant's individual situation, and because such tax consequences are
subject to change due to changes in tax laws or regulations, each participant
should consult his or her personal tax advisor regarding the federal, and any
state, local or foreign, tax consequences to the participant.
17
<PAGE>
3. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as independent certified
auditors to audit the consolidated financial statements of the Company for the
fiscal year ending December 31, 2000 and has determined that it would be
desirable to request that the stockholders ratify such selection. The
affirmative vote of a majority of the outstanding shares of Common Stock present
at the 2000 Annual Meeting in person or by proxy is necessary for the
ratification of the appointment by the Board of Directors of Ernst & Young LLP
as independent certified auditors. Ernst & Young LLP served as the Company's
independent certified auditors for the fiscal year ended December 31, 1999 and
has reported on the Company's consolidated financial statements for such year.
Representatives of Ernst & Young LLP are expected to be present at the 2000
Annual Meeting, will have the opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions from
stockholders.
While stockholder ratification is not required for the selection of Ernst &
Young LLP since the Board of Directors has the responsibility for selecting the
Company's independent certified auditors, the selection is being submitted for
ratification at the 2000 Annual Meeting with a view towards soliciting the
stockholders' opinions, which the Board of Directors will take into
consideration in future deliberations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF ERNST & YOUNG
---
LLP AS INDEPENDENT CERTIFIED AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2000.
OTHER BUSINESS
The Board of Directors knows of no other business to be brought before the
2000 Annual Meeting. If, however, any other business should properly come
before the 2000 Annual Meeting, the persons named in the accompanying proxy will
vote the proxy as in their discretion they may deem appropriate, unless they are
directed by the proxy to do otherwise.
COST OF SOLICITING PROXIES
The cost of soliciting proxies will be paid by the Company. In addition to
the solicitation of proxies by mail, proxies may be solicited by personal
interview, telephone and similar means by directors, officers or regular
employees of the Company, none of whom will be specially compensated for such
activities. The Company has retained Morrow & Company, Inc. to assist in the
solicitation of proxies for an estimated fee of $10,000 plus reimbursement of
certain out-of-pocket expenses.
STOCKHOLDERS PROPOSALS FOR 2000
Stockholder proposals submitted for inclusion in next year's proxy materials
must be received by the Company no later than December 29, 2000. Stockholder
proposals submitted to be considered at the 2001 Annual Meeting without
inclusion in next year's proxy materials must be received by the Company no
later than March 14, 2001. If the Company is not notified of a stockholder
proposal by March 14, 2001, then proxies held by management of the Company may
provide the discretion to vote against such stockholder proposal, even though
such proposal is not discussed in the proxy statement. Proposals should be
addressed to Dean Hamilton, ATMI, Inc., 7 Commerce Drive, Danbury, Connecticut
06810.
Any stockholder of record of the Company may nominate candidates for election
to the Board of Directors if a written notice is delivered to the Secretary of
the Company at the Company's principal executive offices not less than 60 days
nor more than 90 days prior to the first anniversary of the preceding year's
annual meeting. Such written notice must set forth: (i) as to each person whom
the stockholder proposes to nominate for election as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors pursuant to the Securities Exchange Act of
1934, as amended (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected), and (ii)
as to the stockholder and the beneficial owner, if any, on whose behalf the
nomination is made (a) the name and address of
18
<PAGE>
such stockholder and such beneficial owner and (b) the number of shares of
common stock that are owned beneficially and held of record by such stockholder
and such beneficial owner.
By order of the Board of Directors,
Ward C. Stevens
Secretary
Danbury, CT
April 28, 2000
19
<PAGE>
APPENDIX A
ATMI, INC.
2000 STOCK PLAN
<PAGE>
ATMI, INC.
2000 STOCK PLAN
SECTION 1. Purpose
- --------- -------
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
- --------- --------------
2.1 Board of Directors and the Committee. The Plan will be administered by
------------------------------------
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 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
------------------------------------------
generally limits the tax deductibility to publicly held companies of
compensation in excess of $1,000,000 paid to certain "covered
A-1
<PAGE>
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
- --------- -----------
3.1 Incentive Stock Options. Participants who are employees shall be eligible
-----------------------
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
------------------------------
granted to any Participant.
3.3 Generally. The Board of Directors may take into consideration a
---------
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
- --------- ---------------------
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
- --------- ----------------------------
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
- --------- -------------------------------------------------
6.1 Purchase Price and Shares Subject to Options and SARs.
-----------------------------------------------------
A-2
<PAGE>
(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,
-------- -------
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 shall not be less than the
fair market value 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
----------------------------
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.
----------------------------
(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
A-3
<PAGE>
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
--------------------------------------
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.
----------------------------------------------------------------
(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
- -------- -------
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 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
---------------------------------------------------
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
-----------------
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
---------------
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
A-4
<PAGE>
(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;
-----------------------------------------------------------------
Termination of Incentive Stock Options. The Board of Directors, at the written
- --------------------------------------
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
-------------------------
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
-----
independent of any Plan Benefit.
(b) Grant Price. The grant price of an SAR may be the fair market value of a
-----------
share of Common Stock on the date of grant or such other price as the Board of
Directors may determine.
(c) Exercise. An SAR may be exercised by a Participant in accordance with
--------
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
---------------
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
-----------------
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
-----------------------
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.
A-5
<PAGE>
6.10 Special Provisions Applicable to Non-Qualified Options and SARs Granted
-----------------------------------------------------------------------
to Covered Employees. In order for the full value of Non-Qualified Options and
- --------------------
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
- --------- -------------------
7.1 Violations of Law. No shares shall be issued and delivered upon exercise
-----------------
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 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
--------------------------
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
- --------- ----------------
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
- --------- --------------
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
A-6
<PAGE>
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 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
- ---------- ----------------------------
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
- ---------- ---------------------
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 cancelling 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 (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
- ---------- -----------
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
- ---------- ---------------------------------------
13.1 Effective Date. The Plan shall become effective as of May 24, 2000 (the
--------------
date of approval of the Plan by the stockholders of the Company).
A-7
<PAGE>
13.2 Duration. Unless sooner terminated in accordance with Section 10
--------
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
- ---------- -------------
The Plan and all actions taken thereunder shall be governed by the laws of the
State of Delaware.
A-8
<PAGE>
PROXY
ATMI, INC.
Proxy for the Annual Meeting of Stockholders to be held on May 24, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all proxies, hereby appoint(s) Eugene G. Banucci and
Daniel P. Sharkey, and each of them, with full power of substitution, as proxies
to represent and vote as designated herein, all shares of stock of ATMI, Inc.
(the "Company") which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders of the Company to be held at the
Ethan Allen Inn, 21 Lake Avenue Extension, Danbury, Connecticut 06811, on May
24, 2000, at 10:00 a.m., local time, and at any adjournment thereof.
In their discretion, the proxies are authorized to vote upon such matters as
property may come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder(s). If no direction is given, this proxy will be
voted "FOR" proposals 1, 2 and 3. The undersigned may revoke this proxy at any
time before it is voted by executing and delivering to the Company a proxy
bearing a later date, by delivering a written notice to the Secretary of the
Company stating that the proxy is revoked, or by voting in person at the
meeting.
- --------------- ---------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- --------------- ---------------
<PAGE>
[DETACH HERE]
[X] Please mark votes as in this example
The Board of Directors unanimously recommends a vote FOR Proposals 2 and 3.
1. To elect directors.
Nominees: (01) Stephen H. Mahie and (02) C. Douglas Marsh
FOR WITHHELD
[ ] [ ]
[ ]______________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. To approve the Company's 2000 Stock Plan [ ] [ ] [ ]
3. To ratify the appointment by the Board of
Directors of Ernst & Young LLP as the [ ] [ ] [ ]
Company's independent certified auditors
for the fiscal year ending December 31, 2000
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Sign as name appears on stock certificate. Joint owners must both sign.
Attorney, executor, administrator, trustee or guardian must give title. A
corporation or partnership must sign in its name by an authorized person.
Signature: Date: Signature: Date:
------------ ------- ---------------- -----
