ATMI INC 10-K (Annual Reports) 2009-02-20

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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
˛ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934
For the transition period from to
Commission file Number: 1-16239
ATMI, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-1481060
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7 Commerce Drive, Danbury, CT 06810

(Address of principal executive offices) (Zip Code)
203-794-1100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange

Title of each class on which registered
Common Stock, par value $0.01 per share The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of each class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act. Yes o
No ˛
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
o No ˛
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ˛ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
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smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer,” “non-accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer ˛ Accelerated filer o Non-accelerated filer o Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No
˛
The aggregate market value of the voting stock held by non-affiliates of the registrant at June 30, 2008, was approximately
$863,133,000 based on the closing sale price of such stock on the NASDAQ Global Select Market on that date.
The number of shares outstanding of the registrant’s common stock as of January 31, 2009 was 31,354,243.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our proxy statement for the annual meeting of stockholders to be held on May 20, 2009 (Part III).
ATMI, INC.
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2008
TABLE OF CONTENTS
Page
Part I
Item 1. Business 3
Item 1A. Risk Factors 17
Item 1B. Unresolved Staff Comments 21
Item 2. Properties 22
Item 3. Legal Proceedings 22
Item 4. Submission of Matters to a Vote of Security Holders 22
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities 23
Item 6. Selected Financial Data 25
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 39
Item 8. Financial Statements and Supplementary Data 40
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 40
Item 9A. Controls and Procedures 40
Item 9B. Other Information 41
Part III
Item 10. Directors, Executive Officers and Corporate Governance 41
Item 11. Executive Compensation 41
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 41
Item 13. Certain Relationships and Related Transactions, and Director Independence 41
Item 14. Principal Accountant Fees and Services 41
Part IV
Item 15. Exhibits and Financial Statement Schedules 42
Signatures 47
Index to Consolidated Financial Statements and Financial Statement Schedule F-1
Exhibit 4.02
Exhibit 10.04
Exhibit 10.07
Exhibit 10.10
Exhibit 10.32
Exhibit 21
Exhibit 23
Exhibit 31.1
Exhibit 31.2
Exhibit 32
Table of Contents
PART I
References in this annual report to “the Company,” “ATMI,” “we,” “us” and “our” refer to ATMI, Inc. and our wholly-
owned subsidiaries on a consolidated basis.
Item 1. Business
Cautionary Statements Under the Private Securities Litigation Reform Act of 1995
Forward-Looking Statements
Disclosures included in this Form 10-K contain “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements may be identified by words such as “anticipate,” “plan,” “believe,” “seek,” “estimate,” “expect,” “could,” and words
of similar meanings and include, without limitation, statements about the expected future business and financial performance of
ATMI such as financial projections, expectations for demand and sales of new and existing products, customer and supplier
relationships, research and development programs, market and technology opportunities, international trends, business
strategies, business opportunities, objectives of management for future operations, microelectronics industry (including wafer
start) growth, and trends in the markets in which the Company participates. Forward-looking statements are based on
management’s current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict. Investors and others should consider the cautionary statements and risk factors
discussed in Item 1A below. Actual outcomes and results may differ materially from these expectations and assumptions because
of changes in political, economic, business, competitive, market, regulatory, and other factors. ATMI undertakes no obligation to
update publicly or review any forward-looking statements, whether as a result of new information, future developments or
otherwise, except as required by law.
Our Business
We believe we are among the leading suppliers of high performance materials, materials packaging and materials delivery
systems used worldwide in the manufacture of microelectronics devices. Our products consist of “front-end” semiconductor
performance materials, sub-atmospheric pressure gas delivery systems for safe handling and delivery of toxic and hazardous
gases to semiconductor process equipment, high-purity materials packaging and dispensing systems that allow for the reliable
introduction of low volatility liquids and solids to microelectronics and biopharmaceutical processes. ATMI targets both
semiconductor and flat-panel display manufacturers, whose products form the foundation of microelectronics technology rapidly
proliferating through the consumer products, information technology, automotive, and communications industries. The market for
microelectronics devices has historically grown and is continually changing, which drives demand for new products and
technologies at lower cost. ATMI’s objective is to meet the demands of microelectronics manufacturers with solutions that
maximize the efficiency of their manufacturing processes, reduce capital costs, and minimize the time to ramp new processes and
deliver new products. ATMI’s customers include many of the leading semiconductor and flat-panel display manufacturers in the
world who target leading edge technologies. ATMI also addresses an increasing number of critical materials handling needs for
the life sciences markets. Our proprietary containment, mixing, and bioreactor technologies are sold to the biotechnology market,
which we believe offer significant growth potential. ATMI’s core competencies include:
• knowledge of the science and economics of process applications for customer needs in markets served;
• the materials science of packaging, delivery, and deposition of ultra-pure materials; and
• the ability to rapidly develop innovative technology and intellectual property that strengthens competitive position.
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Microelectronics manufacturing processes are increasingly complex, resulting in rapidly changing requirements for
semiconductor materials and materials handling solutions. ATMI has historically capitalized on growth of the microelectronics
industry in general through:
• an extensive research and development program that has produced a stream of proprietary and patented products for
this market;
• a key customer focus, which has included providing applications development in order to offer materials solutions for
future generation technologies;
• a strategy of leveraging the combination of our performance materials and materials handling portfolio to provide
greater process efficiency value to our customers; and
• strategic alliances and collaboration efforts that have allowed us to add complementary technologies to our product
portfolio more rapidly than through internal development.
ATMI’s operations comprise one operating business segment.
ATMI provides a broad range of high-performance materials, materials packaging, and materials delivery systems with
applications in the semiconductor, flat-panel display, and increasingly, in the life sciences industries.
The majority of ATMI’s business generally tracks semiconductor wafer starts. To a lesser extent, portions of ATMI’s
business also track flat-panel glass starts, or the approximate square inches of glass processed into flat panels for televisions and
computer monitors. Additional financial information about the Company and related geographic information can be found in the
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this Form 10-K.
We believe we have achieved a leadership position in high performance materials, materials packaging, and materials delivery
systems by focusing on providing solutions to our customers that allows them to make faster, more advanced, and less expensive
microelectronics devices while improving their manufacturing asset productivity. We also focus on partnering with customers to
bring new manufacturing processes into high-volume production as quickly and efficiently as possible. ATMI plans to continue
to focus on leveraging our core technologies to create new high growth product lines, including growing our leadership position
in advanced interconnect applications, which today is focused on copper.
Semiconductor Industry Background
The semiconductor industry has experienced periods of rapid growth, but has also experienced downturns, often in
connection with, or in anticipation of, maturing product cycles of both semiconductor companies’ and their customers’ products
and declines in general economic conditions. These downturns have been characterized by diminished product demand,
production overcapacity, and high inventory levels. The most recent downturn in the semiconductor industry began during the
second half of 2008, driven by broader macroeconomic conditions. As has been widely reported, global credit and financial
markets have been experiencing extreme disruptions in recent months, including severely diminished liquidity and credit
availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty
about economic stability. We are unable to predict the likely duration and severity of the current disruptions in the credit and
financial markets and adverse global economic conditions and the resultant effect on the semiconductor industry. Historically,
demand for semiconductor devices has grown as the use of semiconductor devices proliferated in a wide variety of consumer and
industrial products, especially in computing, gaming, networking and communications equipment. In periods of growth, demand
for semiconductor devices has been fueled by the ability of semiconductor manufacturers to deliver products with:
• consistently enhanced performance characteristics and functionality;
• improved reliability;
• reduced size, weight, power consumption and cost; and
• shorter product development cycles.
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These past advances have been made possible by innovations in the fabrication processes and in the materials and delivery
systems used in manufacturing advanced semiconductor devices. At the same time, semiconductor manufacturers have
continually sought to streamline their supplier relationships while the construction and management of fabrication facilities have
become more complex and costly. Because of this trend, consolidation among the providers of semiconductor materials and
materials delivery systems is expected to continue.
Semiconductor Manufacturing Process
Semiconductor devices are manufactured by repeating a complex series of process steps on a wafer substrate usually made
of silicon. The primary process steps include various kinds of materials deposition (physical vapor deposition, chemical vapor
deposition, electrochemical deposition, atomic layer deposition, and ion implantation), etch, wafer preparation (chemical
mechanical planarization), patterning (photolithography), and cleaning (photoresist stripping), each of which is described in more
detail below.
The industry is being revolutionized by the transformation from aluminum wiring to copper wiring in advanced
semiconductor chips. Copper wiring requires many new materials to be developed, such as barriers and insulators, planarization
materials, pre- and post-deposition cleaners, pre- and post-chemical mechanical planarization (“CMP”) cleaners, and post-etch
photoresist and post-strip residue removers. Each new layer of copper generates a need for additional new materials.
During deposition processes, several layers of conducting, semi-conducting, or insulating thin films are formed on a wafer.
Precise and reliable control of the deposition of these films is vital to the ultimate performance of an individual device.
The most mature processes for thin film deposition and modification are physical vapor deposition, also known as “PVD” or
sputtering, and ion implantation. In PVD, which is used primarily for the deposition of conducting metal layers, a high-energy
beam is directed at a high-purity metal target which in turn causes the displacement of metal atoms that are showered over the
wafer, coating it with a thin metallic film. Ion implantation is a gas-based process used principally to modify (or “dope”) semi-
conducting layers with a high-energy beam of material that is “implanted” into an existing thin film.
Chemical vapor deposition, or “CVD”, is a process used in the deposition of semiconducting and insulating thin films. In the
CVD process, wafers are placed in a sophisticated reaction chamber where specially designed gases or vaporized liquid materials
are introduced. Simultaneously, a form of energy, such as heat or plasma, is added to the chamber to cause a chemical reaction
among the materials being introduced. As a result of this reaction, a thin film of material is deposited on the surface of the wafer.
CVD-based processes have certain advantages over PVD based processes, including:
• the relative thinness of the films applied to the wafer;
• conformality (ability to coat evenly, especially in three-dimensional holes and trenches designed into the device);
• purity; and
• the ability to coat large areas.
These advantages have led to periods of growth in sales of reactors and related CVD process consumables and equipment.
Consumables and related equipment include the raw materials used in the CVD process and the delivery systems required to
transport the materials around a semiconductor plant and to a reactor.
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Electrochemical deposition, or “ECD”, is growing rapidly as a result of the industry’s desire to use copper as the conducting
layer in certain devices. The use of copper allows for smaller circuits, because copper greatly reduces power consumption while
increasing integrated circuit (“IC”) speed. Nature favors copper over aluminum wiring because of its higher conductivity and
greater resistance to thermally and electrically induced short circuits. In ECD, the wafer is placed in a bath of copper electroplating
solution (the electrolyte). A power supply is connected from the wafer substrate to a solid copper anode. When current is applied,
the wafer acts as a cathode where copper is reduced from solution and deposited onto the wafer resulting in a thin film of copper
on the wafer.
Etch is a process that selectively erodes away certain thin film materials. It is carried out either “dry” with corrosive gases or
“wet” with energized liquids.
CMP is used to prepare a wafer for patterning photolithography. As wafers are processed, thin film thicknesses inevitably
vary across the surface of the wafer. Because of the fine line widths used in photolithography, present-day wafers need to have
more consistent topography. CMP planarizes the processed wafer by polishing the wafer using a mechanical polishing pad and
slurry, which is an abrasive solution containing abrasive particles and liquids and chemicals which selectively erode away the
appropriate excess materials. Given the migration to copper, precision surface preparation and cleaning materials become more
critical in the fabrication of advanced interconnect devices.
Photolithography is the process whereby patterns are developed on the wafer surface. The process is begun by spinning a
photosensitive material called “photoresist” or “resist” onto the wafer surface and shining light through a patterned photomask
to selectively harden the resist. Photoresist strip is the process of stripping away or otherwise removing excess resist material and
allowing for the fabrication of the wafer’s circuitry.
Because thin film materials are consumables, the market for these materials, materials packaging, and materials delivery
systems generally tracks wafer starts. The thin film materials market is also segmented into a wide variety of material types and
forms. For example, many thin film precursors are now sold as pressurized gases, which allows for easy transport around a typical
semiconductor manufacturing plant. However, many of these gases are toxic and/or hazardous, leading to the development of
safer alternatives, including the use of liquid or solid materials and the adoption of gas handling technologies and delivery
systems that minimize the danger of a catastrophic release of toxic gas. In addition, many of the materials used are complex
compounds that have stability issues related to the form and environment in which they are made, stored and used. Innovations
in material selection, manufacturing, packaging and delivery are required to insure reliable supply of consistently pure materials.
The extraordinarily precise process requirements for making integrated circuits dictate exceptional purity and consistency
requirements in the materials used to fabricate semiconductors. Liquids and solids used in making devices require special
packaging and dispensing solutions to minimize exposure to air, contamination, and degradation during temperature fluctuations
and varying process conditions.
The market for semiconductor thin film materials has expanded and contracted with the growth and contractions of the
market for semiconductor devices. The design of new thin film materials, materials packaging, and materials delivery systems to
transport these materials around a semiconductor plant undergoes continuous innovation. This innovation has been driven by
the demand for expanding semiconductor device capabilities and corresponding decreases in circuit dimensions.
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Flat-Panel Industry Background
The flat-panel industry has experienced periods of rapid growth, but is also exposed to rapid downturns in anticipation of
maturing product cycles, reductions in consumer demand and declines in general economic conditions. These downturns have
been characterized by diminished product demand, production overcapacity, and high inventory levels. The most recent
downturn in the flat-panel industry began in 2008, driven by broader macroeconomic conditions. Global credit and financial
markets have been experiencing extreme disruptions in recent months, including severely diminished liquidity and credit
availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty
about economic stability. We are unable to predict the likely duration and severity of the current disruptions in the credit and
financial markets and adverse global economic conditions and the resultant effect on the flat-panel industry. Flat-panel displays
have become the standard for computer monitors, hand-held consumer devices, televisions, and commercial display applications.
Similar to semiconductors, the demand for flat-panel displays has been fueled by the ability of manufacturers to deliver products
with:
• consumer affordability through manufacturing and materials cost efficiencies;
• improved performance and reliability; and
• shorter product development cycles.
The advances in flat-panel display technology have been made possible because manufacturers have learned to leverage
many of the technologies developed for the semiconductor industry. In some cases, because of the large volume of materials used
in flat-panel manufacturing, rapid advances in liquid materials handling and dispense applications have also contributed to
manufacturing efficiencies. Like the semiconductor industry, construction and management of fabrication facilities have become
more complex and costly, and flat-panel display manufacturers continue to search for opportunities to bring efficiencies to their
process to meet the increasing demand for lower cost consumer products.
Flat-Panel Manufacturing Process
Flat-panel display manufacturing is fundamentally similar to semiconductor manufacturing with a manufacturing cycle that
includes photolithography and deposition process steps. The primary difference is the size of the substrate with which the
devices are made. Whereas the semiconductor industry has standardized on 12 inch (300mm) silicon wafers as the leading
technology, flat-panel display manufacturers work with glass panels as large as ten feet across or more, which can cause unique
challenges in product handling. The scale of flat-panel manufacturing also leads to the requirement for larger volumes of materials
and, although capital costs are rapidly increasing, materials remain a significant cost of manufacturing. As such, performance
materials, materials packaging, and materials delivery solutions that provide manufacturing process efficiencies are in demand.
Life Sciences Industry Background
For several decades, the pipeline for new drugs was dominated by “small” molecule-based drugs or drugs manufactured from
synthetic chemical molecules. In the last few years there has been a shift in the pipeline of the most promising drugs to “large”
molecule-based drugs, or drugs manufactured through biotechnology processes. In addition, the pipeline contains fewer
blockbuster drugs (i.e., drugs with more than $1 billion of revenues per year) and more niche-market drugs to address patient-
specific treatments, which creates the need, from a manufacturing perspective, for more flexible and multi-product manufacturing
sites. As a result of the high manufacturing costs in this industry, there is intense pressure by manufacturers to improve
efficiencies, including by reducing the quantities of materials used in the manufacturing process.
This market shift has led to an industry-wide trend in favor of using disposable process technology (e.g., films and
polymers) in place of traditional stainless steel processes, which will accelerate time to market for new products, reduce capital
investments, reduce cleaning and recertification costs, and reduce contamination risk associated with multi-product
manufacturing facilities.
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Life Sciences Manufacturing Process
Manufacturing in the life sciences markets is similar to semiconductor manufacturing, in that both processes:
• produce high-purity materials;
• must be reliable and repeatable; and
• demand continued process automation and efficiencies in manufacturing in order to reduce costs and to deliver value
to the customers.
ATMI is able to leverage its semiconductor manufacturing expertise in the life sciences arena by: (1) utilizing its expertise in
handling, storing, and delivering materials in a reliable manner, and (2) utilizing its understanding of key interactions between
materials and related packaging, and life sciences one-time use applications. This is particularly the case, because the disposable
market maturity is about 10 years behind the semiconductor market.
ATMI’s Strategy
ATMI’s strategic intent is to be the source of process efficiency solutions to technology-driven customers by providing
innovative materials and related delivery systems and technologies to:
• Focus development and application engineering initiatives with the leading microelectronic manufacturers to provide
next generation performance materials and process solutions.
• Target high-growth, high-margin specialty markets that use ATMI’s core materials technologies and require products
that are consumed in the production process.
• Add value through performance materials packaging, dispense, and process technologies designed to meet the
demands of users for greater levels of purity, productivity, safety, environmental responsiveness, and speed.
• Leverage ATMI’s technology leadership by investing extensively in developing proprietary and patented materials and
process solutions, which the Company uses to quickly commercialize new offerings for customers.
• Form strategic alliances, including joint development programs and collaborative marketing efforts, to accelerate the
introduction of ATMI’s products into markets that ATMI does not currently serve.
In summary, ATMI’s strategy does not encompass a “traditional” materials supplier-to-customer relationship. In those
relationships, suppliers tend to provide materials to customers based solely on the cost, quantity, and quality of the materials
being supplied. Instead, ATMI works to develop partnerships with its customers based on ATMI’s ability to improve the process
efficiency of customers’ development, scale-up, manufacturing and supply chain processes, thereby reducing customers’ total
cost of ownership. ATMI seeks to provide value to its customers through the use of its technical capabilities, and applications
knowledge in a manner that changes its commercial relationship with those customers to a more benefit-sharing relationship.
Products
ATMI believes it is among the most innovative suppliers of high-purity microelectronics manufacturing materials and related
delivery systems and technologies. ATMI has sought to take advantage of the changes in the market for materials, packaging and
delivery systems by:
• developing and commercializing a broad range of “front-end” semiconductor performance materials;
• developing and commercializing sub-atmospheric pressure gas delivery systems for safe handling and delivery of toxic
and hazardous gases to semiconductor process equipment;
• developing and commercializing innovative high-purity materials packaging and dispensing systems that allow for the
reliable introduction of low volatility liquids and solids to semiconductor processes; and
• developing manufacturing processes to meet the critical purity and integrity requirements of the microelectronics
manufacturers.
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In meeting the needs of its customers, which include semiconductor device manufacturers, flat-panel display manufacturers,
chemical suppliers, semiconductor original equipment manufacturers, or OEMs, and life sciences entities, located throughout the
world, and anticipating their future requirements, ATMI seeks to:
• utilize its global high productivity development platform incorporating high-productivity combinatorial science-based
research (“HPC”) tools to shorten the development cycle to create new materials that resolve current process issues,
which meet the needs of advanced technology roadmaps of our key customers;
• maintain close relations with its customers in order to quickly understand their needs and issues;
• offer a complete line of performance materials, and related materials packaging, dispense and process technologies, and
disposable containment, mixing, and bioreactor systems;
• provide a high level of customer service and applications support in all global markets;
• meet customer needs for statistical quality and process control and dock-to-stock programs; and
• meet the industry’s needs for advanced materials required for future generation devices.
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Solutions
ATMI serves three primary markets: IC fabrication (including ion implant and interconnect materials and delivery systems),
flat-panel displays (including advanced high-purity materials packaging and dispensing systems), and the life sciences market.
ATMI also provides applications and analytical support services relating to each of these product lines.
IC Fabrication
The IC fabrication market represents the largest portion of ATMI’s business and development activities. The principal
drivers for this market are cost, yield, speed, utilization of capital, and risk reduction. Economics continue to play an important part
in driving the deployment of electronic goods with increased functionality at a lower cost dictating electronic component success.
Yield and capital utilization are significant drivers for the IC industry due to the implications on throughput and financial return,
and the challenge is compounded by the requirement to manufacture devices at increasingly complex advanced technology
nodes. In an industry where the capital infrastructure is significant and product life cycles are short, the ability to rapidly bring the
next generation technology to market can make a significant difference in our customers’ success. ATMI’s ability to shorten
deployment of production-ready solutions is critical to our success. And finally, the IC fabrication industry involves extremely
complex manufacturing processes where the mechanisms of advanced materials interactions are not always fully understood.
ATMI’s ability to characterize and control process input variables helps to meet the need for risk reduction.
Ion Implant Module
The primary issues within the ion implant module are production throughput, cost, and safety due to the hazardous
properties of the implant gases used. ATMI’s patented SDS® solutions use a standard gas cylinder containing an adsorbent
material. The cylinder is filled with gas under conditions such that the gas is adsorbed onto the adsorbent material at sub-
atmospheric pressure. Sub-atmospheric storage of hazardous gases minimizes potential leaks of gas during transportation and
use, thus providing significant safety and environmental improvements over traditional high-pressure cylinders. In addition, SDS
products allow more process gas to be stored in the cylinder, providing significantly higher rates of productivity than traditional
methods of gas delivery used in ion implantation manufacturing processes. Since ion implantation processes operate at reduced
pressures, the gas can be desorbed or released from the SDS gas sources using the ion implanter’s vacuum pumps. SDS gas
sources can be installed and operated like conventional high-pressure gas cylinders with minimal maintenance. These advantages
have led the majority of significant chip manufacturers to adopt this technology as the industry standard for dopant gas delivery.
ATMI invests significant resources in developing solutions that can increase throughput and which can provide customers
a return on their investment while continuing to control the risks associated with hazardous gases for the ion implant module.
Two examples of these developments for ion implant are SDS3 and AutoClean ®. Materials packaged in SDS systems include
primarily arsine, phosphine, and boron trifluoride. The third generation of SDS products, called SDS3, maintains all the inherent
safety features of previous generation SDS products, but dramatically increases the gas storage capacity by using a new
adsorbent. The 2 to 3 times capacity improvement over the previous SDS products allows ion implanter users to reduce tool down
time, resulting in significant cost savings for our customers. AutoClean is an innovative solution to reducing ion implantation
equipment downtime. The process for implanting phosphine and boron triflouride results in excess material fouling the internal
components of the implant equipment. The resulting negative effect on equipment performance and yield requires that these tools
be taken out of service on a frequent basis for cleaning and adjustments. This downtime has a large effect on tool availability,
throughput and costs. ATMI has developed and commercialized a proprietary solution that enables “on line” cleaning, thereby
significantly reducing tool downtime. In addition to the throughput and increased utilization of valuable assets, the AutoClean
solution can increase ion source life and reduce poor quality resulting from “glitches” and stability issues when tools are returned
to service following cleaning and maintenance.
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Advanced Interconnect Solutions
ATMI has developed several solutions for the advanced interconnect of IC fabrication. Millions of transistors on an
integrated circuit are connected with a system of conducting wires in an insulating media. As demand for higher electronic
components capabilities and performance grows, the need for more transistors and faster speeds is met through shrinkage. This
poses problems for IC designers since smaller devices and features result in delays of signal transfer because fewer electrons can
travel down a smaller path, and the potential for signals to short circuit increases with the proximity of these smaller wires. The
primary drivers for advanced interconnect are to reduce the resistance of the wires (make them more conductive) and to improve
the capacitance of the dielectric (provide them with better insulation).
These issues have been solved through the adoption of copper interconnects replacing aluminum, and the use of low-k
dielectrics. (The lower the k-value, the greater the capacitance). Any particle or defect can result in a “short” (where the dielectric
fails and two adjacent wires connect) or an “open” (where the wire fails to transmit the signal). Almost all of the development
work within ATMI’s advanced interconnect capability is focused on one of two areas: 1) Providing materials and technology that
prevent particles and defects; and 2) providing materials and technology that help to manage the film properties of the conductor
and the insulator. Developments in these areas have enabled the industry to develop advanced interconnects that are reliable and
provide high yields quickly.
Surface Preparation. ATMI’s AP-™ and ST-™ brand wafer photoresist strip cleaning materials are proprietary chemistries
used for applications such as semiconductor post-etch residue removal, wafer etching, organics removal, negative resist removal,
edge bead removal, and corrosion prevention. Our surface preparation solutions are being used in some of the most advanced
copper IC fabrication plants (“fabs”) around the world for various surface preparation applications such as post-CMP cleaning
and pre-nitride deposition surface treatment. The applications for these products are expanding rapidly as the advanced IC device
designs drop to 45 nanometers and below. Customers using ATMI’s surface preparation solutions are able to benefit from higher
yield and more reliable interconnects that result from fewer particles and defects.
Copper Plating. ATMI believes it is a market leader in materials used in copper ECD applications with the ViaForm® copper
materials that it offers. ViaForm materials include inorganic and proprietary organic molecules that provide the backbone for
copper interconnects. The ViaForm solution enables manufacturers to eliminate processing steps by applying two layers of
copper in a single step known as dual damascene. Dual damascene copper processing in semiconductor devices is a rapidly
growing market with most major logic segment semiconductor companies in production at 130, 90, and 65 nanometers; in
development at 45- and 32-nanometers; and research at 22-nanometers and below. Dual damascene technology represents a
significant growth opportunity for ATMI.
Test Wafer Reclaim Solutions. In building interconnects, the IC industry uses a large number of test, or monitor, wafers to
evaluate the multiple processing steps outlined above. These wafers never produce any product and are often scrapped after
three to five uses. ATMI has developed, and currently produces and markets, solutions in high volume that drive significant
improvement in the number of times a test wafer can be used. These RegenSi™ solutions reduce reclaim costs by allowing the test
wafers to be used as many as 20 times before being scrapped, which represents a significant economic benefit to IC
manufacturers.
Chemical Mechanical Planarization. ATMI has developed copper and barrier polishing materials for the application of
polishing copper-based dual damascene structures. The CMP materials products offer customers simplicity and lower defect rates
while achieving high removal rates, thus overall process efficiency. In the CMP market, ATMI is developing enabling technology,
CMPlicity™, that leverages the Company’s core competencies in materials science, materials packaging, and materials delivery
systems to develop a solution that results in significant control of many of the input variables for the CMP process. Variables
such as CMP slurry stability, abrasive uniformity, and microbiological contamination of the slurry result in defects and lower
yields. The solution being developed by ATMI has the ability to provide significant point-of-use control of these variables that
are being called for by the industry.
Deposition. The advanced interconnects also include several processes for depositing thin films such as CVD and atomic
layer deposition (ALD) processes that are enabled by advanced liquid, gaseous and solid precursors. The technology
development of chemical synthesis and manufacturing techniques provide ATMI with a competitive advantage in this area.
ATMI markets its UltraPur™ materials for pre-metal dielectric, dielectric and barrier applications. ATMI believes it is well-
positioned, as the industry moves to low-k dielectric films, with several products in this area including UltraPur OMCTS
(octamethylcyclotetrasiloxane), UltraPur 4MS (tetramethylsilane), Super Dry™ TMCTS (tetramethylcyclotetrasiloxane) and other
materials. ATMI expects the low-k dielectric application to become a mainstream technology at 65- and 45-nanometer device
generations. ATMI is also well-positioned for the incorporation of ALD processes by the semiconductor industry with its ProE-
Vap® ampoule. This proprietary container allows for reliable delivery of low volatility solid precursors required for processes that
demand ALD, like high-k gates.
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ATMI has successfully adopted the carbon adsorption technology used in SDS and introduced products for semiconductor
deposition processes marketed under the SAGE® brand. These applications include: low-k plasma-enhanced deposition, or “PE-
CVD”, processes using low-k materials, pre-metal dielectric high-density plasma, or “HDP-CVD”, and films using phosphine gases
and thermal deposition processes using germane gases. ATMI has also introduced a silane product in a VAC® package used in
processes such as HDP-CVD, for improved safety.
The handling, storage, and delivery of deposition pre-cursors can have a significant effect on device and film performance.
ATMI develops, manufactures and markets several solutions that address the needs for material integrity and reliability. These
include the Bulkfill™, Unichem™, 3Chem™, and RPM™ chemical delivery systems. ATMI’s patented canister technology and
proprietary piping manifold purge technology make these systems a preferred solution, which reliably and safely manage materials
in semiconductor fabs. These systems are designed to enable process tool efficiency through continuous refill of deposition
tools, alleviating the need for costly tool shutdowns for container changes. The Bulkfill system is used for fab-wide distribution
of TEOS, greatly reducing the frequency of container changes with its large 200-liter reservoirs. The 3Chem system is designed for
BPSG (boron phosphorous silica glass) applications, combining the delivery of the boron, phosphorous, and silicon precursors.
The reduced pressure manifold or RPM™ gas delivery cabinet is designed to deliver ATMI’s proprietary sub-atmospheric SAGE
and VAC gases.
Materials Packaging. ATMI’s NOWPak® container assemblies form the basis for its high-purity liquid materials packaging
and dispensing system product portfolio. For applications in IC fabrication, this product line includes the: Bag-in-a-Bottle™ and
Bag-in-a-Drum™ container systems, each with its own companion dispense connection system. Each application features a pre-
cleaned collapsible inner liner, or “bag”, inside a rugged, high-density polyethylene overpack. The standard liner films are made of
polytetrafluoroethylene and other polymers, which allow chemicals to be delivered to the manufacturing process without
compromising their inherent purity. The empty inner liner is easily removed for waste consolidation, and the outer shell is
recyclable or returnable for insertion of a new replacement liner. The dispensing system promotes full use of the chemical,
chemical isolation from environmental contamination, and improved safety during dispense by sealing and isolating the chemical
from the environment to further protect the chemical and the operator.
The largest current market for NOWPak packaging products is photoresist and related chemicals used to pattern integrated
circuits and flat-panel displays. For integrated circuit patterning, these materials are typically packaged in Bag-in-a-Bottle
containers that range in size from 1 to 10 liters. Recently, applications have expanded beyond photolithography chemicals in the
semiconductor market to include photolithography ancillary chemicals, CMP slurries, and other critical process chemicals using
the recently developed 200 liter Bag-in-a-Drum container system.
Flat-Panel Display Market
The flat-panel display market has the potential for growth because of the demand for flat screen televisions and various
display applications. Manufacturers in this market better compete by driving down costs and keeping yields high. To address
these needs, ATMI has developed novel high-purity materials packaging and dispensing systems.
ATMI’s NOWPak® container assemblies also address the needs of the flat-panel display market through the Bag-in-a-Can™
product, which has its own companion dispense connection system, as described above, and uses larger 10 to 200 liter
containers. The Bag-in-a-Can features a pre-cleaned collapsible inner liner, or “bag”, inside a rugged stainless steel overpack. The
standard liner films are made of proprietary multi-ply films of polyolefin and other polymers, which allow chemicals to be delivered
to the manufacturing process without compromising their inherent purity. The empty inner liner is easily removed for waste
consolidation, and the outer shell is returned for insertion of a new replacement liner. The dispensing system promotes full use of
the chemical. The fundamentally unique advantage of the Bag-in-a-Can for the flat-panel display market is that the drive gas used
to transfer the chemical from the supply container to the process tool is isolated from the chemistry, thereby minimizing defects
and variation in the manufacturing process.
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Life Sciences
ATMI is addressing an increasing number of critical materials handling needs for the life sciences markets. Other markets for
the Company’s proprietary high-purity materials handling and dispensing systems include the biotechnology and laboratory
markets, which we believe offer significant growth potential. The biotechnology industry has been using disposable components
like filters, connectors, and disposable storage bags for several years; however, biotechnology customers have a growing need to
combine these disposable components and integrate them into disposable systems. ATMI has responded to this trend by
launching a complete offering of scaleable disposable containment, mixing and bioreactor systems. The solution delivered to our
customers consists of a relatively simple hardware system that is compatible with a one-time use mixing or bioreactor process
“bag” container.
On January 4, 2008, ATMI acquired LevTech, Inc. (“LevTech”), a market-leading provider of disposable mixing technologies
to the biotechnology and pharmaceutical industries based in Lexington, Kentucky. The combination of LevTech’s patented bio-
manufacturing products with ATMI’s ultra-clean technologies, single-use container manufacturing capacity, and global
infrastructure has resulted in a world-wide market leading position in the single-use bioprocessing arena.
Raw Materials
We use a broad range of specialty and commodity chemicals and polymers in the development of our products, including
parts and sub-assemblies that are obtained from outside suppliers. We seek, where possible, to have several sources of supply
for all of these materials. Although we may, in some instances, rely on a single or a limited number of suppliers, or upon suppliers
in a single country, for certain of these materials, we have not experienced any sustained interruption in production or the supply
of these materials and do not anticipate any difficulties in obtaining the materials necessary to manufacture our products.
Working Capital
In the ordinary course of our business, we maintain an adequate level of working capital at all times to support business
needs. In accordance with our industry’s practices, we do not need to carry significant amounts of inventory to meet the delivery
requirements of our customers. We generally do not provide customers with rights of return (with the exception of standard
warranty provisions, which have not been material) and we do not provide customers extended payment terms beyond 90 days.
Customers, Sales, and Marketing
ATMI sells and distributes its products worldwide primarily through a direct global sales and service organization. For a
breakdown of revenue by geography, see Note 17 in Part II, Item 8 of this Form 10-K. ATMI markets and sells its materials
products to end-use customers, chemical suppliers, and OEMs through its direct sales force in North America, Europe, Taiwan,
South Korea, Japan, China, and Singapore, with limited use of regional manufacturing representatives in certain parts of Asia and
Europe. NOWPak containers are generally sold to chemical suppliers, who sell their high-purity chemicals in NOWPak containers
at the request of end-users. ATMI’s life sciences materials handling products are sold directly to life sciences and certain
semiconductor companies, predominately in Europe and to an increasing extent in the United States. ATMI sells its SDS products
for ion implant applications directly to certain end-users and through an exclusive distribution agreement with Matheson Tri-Gas,
Inc. (“Matheson”). During the years ended December 31, 2008, 2007 and 2006, respectively, ATMI recognized $83.8 million,
$86.4 million and $77.5 million of revenues from Matheson, which represented 24.7 percent, 23.7 percent and 23.8 percent of our
revenues for these periods. During the years ended December 31, 2008, 2007 and 2006, respectively, ATMI recognized revenues
from a Taiwanese foundry of $36.6 million, $38.9 million and $24.4 million, which represented 10.8 percent, 10.7 percent and
7.5 percent of our revenues for these periods. Investors and others should consider the cautionary statements and risk factors
discussed in Item 1A below.
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Manufacturing
This table summarizes the locations, products manufactured and size of ATMI’s various manufacturing facilities as of
December 31, 2008.
Location Products Square Footage

Anseong, South Korea • CVD materials (Microelectronics) 13,000
Anseong, South Korea • high-purity materials packaging systems (Microelectronics) 10,000
Burnet, TX • liquid materials and delivery systems (Microelectronics) 77,000
Bloomington, MN • high-purity materials packaging systems (Microelectronics) 68,000
Danbury, CT • gas delivery systems and liquid materials (Microelectronics) 73,000
Hoegaarden, Belgium • high-purity materials packaging and mixing systems (Life Sciences) 74,000
We use an exclusive contract manufacturer, Matheson, for the manufacture and distribution of our SDS products. Under the
terms of the manufacturing agreement, ATMI retains the right to manufacture 25 percent of all SDS Products, which we
manufacture in our Danbury, CT facility, while the contract manufacturer has the right to manufacture 75 percent of all SDS
Products. We also use contract manufacturers for certain of our other materials and delivery equipment products both in the U.S.
and in Asia.
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Competition
ATMI’s primary competitors in the semiconductor materials product lines include Air Products and Chemicals (Electronics
Division), DuPont Electronic Technologies, and Rohm and Haas Electronic Materials, as well as several smaller companies that
specialize in niche markets.
ATMI’s SDS products (using adsorbent-based delivery technology) face competition from some mechanical-based product
approaches to delivering gas at sub-atmospheric pressure which currently comprise a small portion of the market. Several
companies compete with high-pressure gas cylinders and solid sources. There are numerous domestic and foreign companies that
offer products that compete with ATMI’s materials, materials packaging and materials delivery systems. ATMI believes that its
ability to compete in the markets for containers and dispensing systems is dependent largely upon its patented NOWPak
technology and its proven ability to enhance and improve its products and technologies. Increased competition has, and may
continue to, affect the prices we are able to charge for our products. In addition, our competitors could own or could obtain
intellectual property rights which could restrict our ability to market our existing products and/or to innovate and develop new
products.
Research and Development
The Company’s research and development (“R&D”) expenses consist of personnel and other direct and indirect costs for
internally funded project development, including the use of outside service providers. ATMI also participates in joint
development efforts with certain semiconductor manufacturers, advanced technology developers, and semiconductor equipment
manufacturers. Total expenses for R&D for the years ended December 31, 2008, 2007 and 2006 were $37.8 million, $29.9 million and
$26.2 million, respectively. Total research and development expenditures represented 11.1 percent, 8.2 percent, and 8.0 percent of
revenues in 2008, 2007 and 2006, respectively.
ATMI has committed significant resources to the acquisition and use of HPC tools from Intermolecular, Inc.
(“Intermolecular”), which we expect to drive significant process efficiencies in our future R&D efforts. Conventional R&D
methods allow for one process experiment to be conducted on a single wafer. HPC tools enable more than 100 distinct process
experiments to be conducted simultaneously on a single wafer, which significantly reduces R&D cycle times and is expected to
significantly increase our new product introduction capacity. The HPC tools allow us to perform experiments, and in certain
instances, learn about device characteristics, including electrical performance, much earlier in the process than traditional
approaches would. This information is vitally important to our customers. We expect that this will enable significant productivity
gains in the research and development of new materials for production capable processes. The potential savings in wafers,
resources, and speed to market for ATMI’s customers meet the stated needs of the industry.
The Company has invested in non-marketable equity securities of private companies that engage in new product and
technology development, which range from early-stage companies that are often still defining their strategic direction to more
mature companies whose products or technologies may directly support or complement an ATMI product or initiative. As part of
the negotiation process for making these investments, ATMI generally secures rights to jointly develop, market, and sell any
resulting products from these research efforts.
Strategic Alliances
ATMI forms strategic alliances, including joint development programs and collaborative marketing efforts, to develop new
products and to accelerate the introduction of its products. These programs have led to significant technological advances,
including the development of proprietary advanced materials and semiconductor manufacturing processes. ATMI has entered
into an exclusive license, manufacture, and distribution agreement with Matheson, whereby ATMI has granted licensing rights
for the manufacturing and worldwide distribution of certain SDS products to Matheson. Both ATMI and Matheson manufacture
SDS products for worldwide distribution under this exclusive agreement. ATMI has also entered into a strategic alliance with
Enthone, Inc. (“Enthone”), a subsidiary of Cookson Electronics, whereby in 2003, ATMI purchased the exclusive worldwide
selling and distribution rights to Enthone’s copper ECD products, including its ViaForm products, for a period of ten years,
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subject to automatic renewal upon satisfaction of certain conditions. Under the terms of the agreement, Enthone continues to
manufacture the ViaForm products for ATMI. ATMI holds a 30 percent interest in Anji Microelectronics Co., Ltd., with operations
in Shanghai, China, and entered into a joint development agreement with it to engage in development and marketing efforts
around copper CMP and other advanced materials. ATMI holds a minority interest in the equity of Intermolecular, has purchased
HPC tools from Intermolecular, and has dedicated development resources with multiple key customers using this technology
platform. ATMI also holds a minority interest in the equity of Artelis SA (“Artelis”), a Belgian entity. We partner with Artelis in
the development of disposables technology for the life sciences markets. Most of ATMI’s other strategic alliances are with
leading semiconductor manufacturers or OEMs, each of which has participated with the Company in advanced materials and
process development programs. These programs enhance ATMI’s core technology base and promote the introduction of
targeted products.
Backlog
Substantial portions of our business are conducted with open-ended supply contracts that do not specify quantities. Also,
the SDS gas delivery source product carries no backlog. Therefore, the Company does not believe that backlog as of any
particular date is indicative of future results.
Patents and Proprietary Rights
ATMI has made, and continues to make, a significant investment in securing intellectual property protection for its
technology and products. ATMI seeks to protect its technology by, among other things, filing patent applications where
appropriate. The Company also relies upon trade secrets, unpatented know-how, continuing technological innovation, and
licensing opportunities to help develop and maintain its competitive position.
As of December 31, 2008, ATMI owns or controls approximately 354 United States patents and has approximately 219 current
United States patent applications pending. Foreign counterparts of certain of these applications have been filed, or may be filed at
an appropriate time. ATMI decides on a case-by-case basis whether, and in which countries, it will file counterparts of a United
States patent application outside the United States. ATMI’s United States patents expire between approximately 2009 and 2025.
ATMI also holds approximately 25 United States registered trademarks.
ATMI requires all employees, outside scientific collaborators, sponsored researchers, and most other advisors and
consultants to execute confidentiality agreements upon the commencement of employment or consulting relationships with the
Company. These agreements provide that all confidential information developed or made known to the entity or individual during
the course of the entity’s or individual’s relationship with ATMI is to be kept confidential and not disclosed to third parties
except in specific circumstances. All of ATMI’s employees have entered into agreements providing for the assignment of rights
to inventions made by them while employed by the Company.
Environmental Regulation
ATMI uses hazardous materials and generates regulated waste streams as part of its manufacturing, processing and R&D
activities. As a result, the Company is subject to a variety of governmental regulations related to the storage, use, transportation,
and disposal of these materials. ATMI’s failure to comply with present or future laws could result in fines or other liabilities being
imposed on the Company, suspension of production or a cessation of operations. Investors and others should consider the
cautionary statements and risk factors discussed in Item 1A below.
Employees and Employee Relations
As of December 31, 2008, ATMI employed 761 individuals, including 315 in sales, marketing, and administration, 331 in
operations, and 115 in research and development. Approximately 7 percent of the Company’s employees are covered by collective
bargaining agreements, which expire in 2009. All of the employees covered by these agreements are based in Belgium. ATMI has
never experienced any work stoppages and considers its relations with its employees to be good.
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Company Information
ATMI was incorporated under the laws of Delaware in 1997, and its predecessor company was incorporated under the laws
of Delaware in 1987. ATMI’s headquarters is located at 7 Commerce Drive, Danbury, Connecticut 06810, and the telephone
number is (203) 794-1100.
ATMI’s website can be found on the Internet at www.atmi.com. The website contains information about the Company and
its operations. We make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, and Current Reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we
electronically file such material with, or furnish such material to, the Securities and Exchange Commission (SEC). These reports
may be accessed on our website by following the link under Investor and then clicking on Financial information.
Any of our reports filed or furnished with the SEC can also be obtained in print by any stockholder who requests them from
our Investor Relations Department:
Investor Relations
ATMI, Inc.
7 Commerce Drive
Danbury, CT 06810
Item 1A. Risk Factors
Cautionary Statements Regarding Future Results of Operations.
You should read the following cautionary statements in conjunction with the factors discussed elsewhere in this and other
of our filings with the Securities and Exchange Commission (SEC) and in materials incorporated by reference in these filings.
These cautionary statements are intended to highlight certain factors that may affect our financial condition and results of
operations and are not meant to be an exhaustive discussion of risks that apply to companies like ATMI with broad international
operations. Like other companies, we are susceptible to macroeconomic downturns in the United States or abroad that may affect
the general economic climate and our performance and the performance of our customers. Similarly, the price of our common stock
is subject to volatility because of fluctuations in general market conditions, differences in our results of operations from estimates
and projections generated by the investment community, and other factors beyond our control.
The current crisis in global credit and financial markets could materially and adversely affect our business and results of
operations.
As has been widely reported, global credit and financial markets have been experiencing extreme disruptions in recent
months, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic
growth, increases in unemployment rates, and uncertainty about economic stability. There can be no assurance that there will not
be further deterioration in credit and financial markets and confidence in economic conditions. These economic uncertainties
affect businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business
activities. The current tightening of credit in financial markets and the general economic downturn has lead consumers and
businesses to postpone spending, which has caused our customers to delay orders with us. In addition, financial difficulties
experienced by our suppliers or distributors could result in product delays, increased accounts receivable defaults and inventory
challenges. We are unable to predict the likely duration and severity of the current disruptions in the credit and financial markets
and adverse global economic conditions, and if the current uncertain economic conditions continue or further deteriorate, our
business and results of operations could be materially and adversely affected.
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Cyclicality in the markets we sell to may adversely affect our performance.
The semiconductor market has historically been cyclical and subject to significant and often rapid increases or decreases in
demand. These changes, along with cyclical changes in the flat-panel display market, could adversely affect our results of
operations and could have an adverse effect on the market price of our common stock. Our results of operations have been
adversely affected, and may be further affected in the future, if demand for semiconductors, or devices that use semiconductors,
or flat panels decreases or grows at a significantly slower pace than has historically occurred. Subsequent upturns in the markets
which we serve have historically been characterized by sudden increased product demand and production capacity constraints.
We may have difficulty reacting quickly enough to a sudden upturn in demand for our products and may incur significant
expediting and manufacturing costs to meet a rapid increase in customer demand.
Our profit margins may be adversely affected by a number of factors.
Our profit margins may be adversely affected in the future by a number of factors, including decreases in our shipment
volume, reductions in, or obsolescence of, our inventory and shifts in our product mix. Many of our expenses, particularly those
relating to capital equipment and manufacturing overhead, are fixed in the short term. Accordingly, reduced demand for our
products and services has caused our fixed production costs to be allocated across reduced production volumes, which has
adversely affected our gross margin and profitability, and further reduced demand could continue to adversely affect our
performance. Our ability to reduce expenses is further constrained because we must continue to invest in research and
development to maintain our competitive position and to maintain service and support for our existing global customer base.
Our business could be adversely affected if we cannot protect our proprietary technology or if we infringe on the proprietary
technology of others.
Our proprietary technology aids our ability to compete effectively with other companies. Although we have been awarded,
have filed applications for or have been licensed under numerous patents in the United States and other countries, these patents
may not fully protect our technology or competitive position. Further, our competitors may apply for and obtain patents that will
restrict our ability to make and sell our products.
Our competitors may intentionally infringe our patents. Third parties may also assert infringement claims against us in the
future. Litigation may be necessary to enforce patents issued to us, to protect our trade secrets or know-how, to defend ourselves
against claimed infringement of the rights of others or to determine the scope and validity of the proprietary rights of others. The
defense and prosecution of patent suits are both costly and time-consuming, even if the outcome is favorable to us. Outside the
United States, in particular, such proceedings can be extremely expensive and their outcome very unpredictable. An adverse
outcome in the defense of a patent suit could cause us to lose proprietary rights, subject us to significant liabilities to third parties
or require us to license rights from third parties or to cease selling our products. Any of these events could have a material
adverse effect on our business, operating results and financial condition. We also rely on unpatented proprietary technology that
others may independently develop or otherwise obtain access to. Our inability to maintain the proprietary nature of our
technologies could negatively affect our revenues and earnings.
We may have difficulty obtaining the resources or products we need for manufacturing or assembling our products or operating
other aspects of our business, which could adversely affect our ability to meet demand for our products and may increase our
costs.
We have hundreds of suppliers providing various materials that we use in the production of our products and other aspects
of our business, and we seek, where possible, to have several sources of supply for all of these materials. However, we may rely
on a single or a limited number of suppliers, or upon suppliers in a single country, for certain of these materials. The inability of
such suppliers to deliver adequate supplies of production materials or other supplies could disrupt our production process. In
addition, production could be disrupted by the unavailability of the resources used in production such as electricity, chemicals,
and gases. The unavailability or reduced availability of the materials or resources we use in our business may require us to reduce
production of products or may require us to incur additional costs in order to obtain an adequate supply of these materials or
resources. The occurrence of any of these events could adversely affect our business and results of operations.
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We face intense competition from a variety of sources, including larger companies.
The markets for our products are intensely competitive. A number of domestic and international companies engage in
commercial activities in the markets we serve. Many of these companies have substantially greater financial, research and
development, manufacturing and marketing resources than we do. In addition, as this industry evolves, other competitors may
emerge. To remain competitive, we must continue to invest in and focus upon research and development and product and process
innovation. We may not be successful if we cannot compete on:
• price;
• technical capabilities;
• quality; or
• customer service.
Our global manufacturing and sales activities subject us to risks associated with legal, political, economic or other changes.
We have facilities in eight countries worldwide and, in 2008, more than 77 percent of our revenues came from sales to
companies outside the United States. Operating internationally exposes us to changes in export controls and other laws or
policies, as well as the general political and economic conditions, security risks, health conditions and possible disruptions in
transportation networks, of the various countries in which we operate, which could result in an adverse effect on our business
operations in such countries and our results of operations. Also, we employ the use of forward currency exchange contracts to
attempt to minimize the adverse earnings effect from the effect of exchange rate fluctuations on our net balance sheet exposures.
Nevertheless, in periods when the U.S. dollar significantly fluctuates in relation to the non-U.S. currencies in which we transact
business, such as the Euro, Japanese Yen, and the South Korean Won, remeasurement can have an adverse effect on our results
of operations.
Our results of operations could be adversely affected by natural events in the locations in which we, our customers or our
suppliers operate.
We have manufacturing and other operations in locations subject to natural events such as severe weather and earthquakes
that could disrupt operations. In addition, our suppliers and customers also have operations in such locations. A natural disaster
that results in a prolonged disruption to our operations, or our customers’ or suppliers’ operations, may adversely affect our
results of operations and financial condition.
The loss of or significant curtailment of purchases by any of our largest customers could adversely affect our results of
operations.
While we generate revenue from hundreds of customers worldwide, the loss of or significant curtailment of purchases by
one or more of our top customers, including curtailments due to a change in the design or manufacturing sourcing policies or
practices of these customers or the timing of customer inventory adjustments may adversely affect our results of operations. Our
customers and their customers aggressive management of inventory has already adversely affected our results of operations and
may continue to adversely affect future results of operations.
Incorrect forecasts of customer demand could adversely affect our results of operations.
Our ability to match inventory and production mix with the product mix needed to fill current orders and orders to be
delivered may affect our ability to meet our forecasts, especially during the current economic crisis where there is very limited
visibility to future wafer starts. In addition, when responding to customers’ requests for shorter shipment lead times, we
manufacture product based on forecasts of customers’ demands. These forecasts are based on multiple assumptions. If we
inaccurately forecast customer demand, or if the industry recovers more quickly than anticipated, we may incur expedited
shipping costs to deliver products to meet customer demand or hold excess or obsolete inventory that would reduce our profit
margins and could adversely affect our results of operations.
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Our results of operations could be adversely affected by changes in taxation.
We have facilities in eight countries and, as a result, are subject to taxation and audit by a number of taxing authorities. Tax
rates vary among the jurisdictions in which we operate. Our results of operations could be affected by market opportunities or
decisions we make that cause us to increase or decrease operations in one or more countries, or by changes in applicable tax rates
or audits by the taxing authorities in countries in which we operate. In addition, we are subject to laws and regulations in various
locations that govern the determination of which is the appropriate jurisdiction to decide when and how much profit has been
earned and is subject to taxation in that jurisdiction. Changes in these laws and regulations could affect the locations where we
are deemed to earn income, which could in turn affect our results of operations. We have deferred tax assets on our balance sheet.
Changes in applicable tax laws and regulations could affect our ability to realize those deferred tax assets, which could also affect
our results of operations. Each quarter we forecast our tax liability based on our forecast of our performance for the year. If that
performance forecast changes, our forecasted tax liability may change.
We may have difficulty managing our growth and attracting and retaining highly skilled scientific, technical, managerial and
marketing personnel, which could adversely affect our revenues and increase our operating expenses.
Despite the recent economic downturn and contraction of our business, we have historically experienced periods of growth
and intend to grow our business in the future. The management of our growth requires qualified personnel, systems and other
resources. Our future success will depend in part on our ability to attract and retain highly skilled scientific, technical, managerial
and marketing personnel. Competition for such personnel in the industries that we serve is intense, and our competitors are often
larger and more established than we are. We may not be successful in attracting and retaining qualified personnel. In addition, our
expansion may also significantly strain operational, management, financial, sales and marketing and other resources. To manage
growth effectively, we must continue to enhance and integrate our information technology infrastructure, systems and controls
and successfully expand, train and manage our employee base. We may not be able to manage this expansion effectively,
including by providing satisfactory levels of customer service and technical support. Inability to manage our growth and to
attract and retain skilled personnel could have a material adverse effect on our business, operating results and financial condition.
We engage in acquisitions, and may encounter difficulties integrating acquired businesses with our current operations; therefore,
we may not realize the anticipated benefits of the acquisitions.
We seek to grow through strategic acquisitions. In the past several years, we have made certain acquisitions intended to
complement and expand our business, and may continue to do so in the future. The success of these transactions will depend on
our ability to integrate assets and personnel acquired in these transactions, apply our internal controls processes to these
acquired businesses, and cooperate with our strategic partners. We may encounter difficulties in integrating acquisitions with our
operations, applying our internal controls processes to these acquisitions, and in managing strategic investments. Furthermore,
we may not realize the degree or timing of benefits we anticipate when we first enter into a transaction. Any of the foregoing could
adversely affect our business and results of operations.
Our revenues and earnings could be negatively affected if we cannot anticipate market trends, enhance our existing products and
processes, develop and commercialize new products and processes, and identify and consummate strategic acquisitions.
We believe that our future success will depend, in part, upon our ability to anticipate rapidly changing technologies and
market trends, to enhance our existing products and processes, to develop and commercialize new products and processes, and to
expand through selected acquisitions of technologies or businesses or other strategic alliances. The microelectronics industry
markets we serve undergo frequent technological changes, which in turn create demand for new and improved products and
process technologies. We may not be able to improve our existing products and process technologies or to develop and market
new products and technologies that will be cost-effective or introduced in a timely manner or accepted in the marketplace. Our
failure to develop or introduce enhanced and new products and processes in a timely manner may negatively affect our revenues
and earnings. Management considers, on a continuing basis, potential acquisitions of technologies and businesses and other
strategic alliances, some of which may be material to us. However, we cannot be assured that we will identify or succeed in
consummating transactions with suitable acquisition candidates or alliance partners in the future.
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We face the risk of product liability claims.
The manufacture and sale of our products, which include thin film and other toxic materials, involve the risk of product
liability claims. In addition, a failure of one of our products at a customer site could interrupt the business operations of the
customer. Our existing insurance coverage limits may not be adequate to protect us from all liabilities that we might incur in
connection with the manufacture and sale of our products if a successful product liability claim or series of product liability claims
were brought against us.
Our business is potentially subject to substantial liabilities for failure to comply with environmental regulations.
We use, generate and discharge toxic or otherwise hazardous chemicals and wastes in our manufacturing, processing and
research and development activities. As a result, we are subject to a variety of governmental regulations related to the storage,
use and disposal of these materials. Our failure to comply with present or future laws could result in fines or other liabilities being
imposed on us, suspension of production or a cessation of operations.
In addition, under federal and state statutes and regulations, a government agency may seek to recover its response costs
and/or require future remedial measures from both operators and owners of property where releases of hazardous substances may
have occurred (including releases by prior occupants) or are ongoing, and for which only partial indemnification may be available
in some cases.
Our activities may also result in our being subject to additional regulation. Such regulations could require us to acquire
significant additional equipment or to incur other substantial expenses to comply with environmental laws. Our failure to control
the use of hazardous substances could subject us to substantial financial liabilities.
Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-
Oxley Act of 2002 and new regulations from the SEC, have created uncertainty for public companies such as ours. These laws,
regulations, and standards are subject to varying interpretations in many cases and as a result, their application in practice may
evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty
regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices and our
commitment to maintaining high standards with regard thereto. As a result, our efforts to comply with evolving laws, regulations,
and standards have resulted in, and are likely to continue to result in, increased selling, general, and administrative expenses and
significant management time and attention. In particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002
and the related regulations regarding our required assessment and, our independent registered public accounting firm’s audit, for
fiscal 2008 have necessitated, and we expect such efforts to continue to necessitate, the commitment of significant financial and
managerial resources.
Item 1B. Unresolved Staff Comments
None.
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Item 2. Properties
This table summarizes the location and size of ATMI’s significant real properties as of December 31, 2008:
Location Square Footage Lease / Own
Anseong, South Korea 13,000 Own

Anseong, South Korea 10,000 Lease
Bloomington, MN 68,000 Lease
Burnet, TX 77,000 Own
Chutung Town, Taiwan 18,000 Lease
Danbury, CT (1) 31,000 Lease
Danbury, CT 73,000 Lease
Hoegaarden, Belgium 74,000 Own
Hsin-chu, Taiwan 30,000 Lease
Lexington, KY 8,000 Lease
Round Rock, TX 15,000 Lease
Shanghai, China 7,000 Lease
Suwon-si, South Korea 9,000 Lease
Tempe, AZ 11,000 Lease
Tokyo, Japan 6,000 Lease
Toyohashi, Japan 8,000 Lease
(1) ATMI’s corporate headquarters.
ATMI also leases various sales offices throughout the world, each one of which occupies 5,000 or fewer square feet.
Our fixed assets as of December 31, 2008 include the manufacturing facilities and non-manufacturing facilities such as sales
and administrative offices, including leasehold improvements made to those facilities under non-cancelable leases, set forth in the
table above and a substantial quantity of machinery and equipment. The facilities, leasehold improvements, machinery and
equipment in use as of December 31, 2008 are in good operating condition, are well-maintained and substantially all are in regular
use.
We believe that the fixed assets capitalized and facilities in operation at December 31, 2008 for the production of our
products are suitable and adequate for the business conducted therein in the current business environment and have sufficient
production capacity for their present intended purposes. Utilization of our facilities varies based on demand for our products. We
continuously review our anticipated requirements for facilities and, based on that review, may from time to time adjust our facility
needs.
Item 3. Legal Proceedings
ATMI is, from time to time, subject to legal actions, governmental audits, and proceedings relating to various matters
incidental to its business including contract disputes, product liability claims, employment matters, export and trade matters, and
environmental claims. While the outcome of such matters cannot be predicted with certainty, in the opinion of management, after
reviewing such matters and consulting with ATMI’s counsel and considering any applicable insurance or indemnifications, any
liability which may ultimately be incurred is not expected to materially affect ATMI’s consolidated financial position, cash flows
or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to security holders for a vote during the quarter ended December 31, 2008.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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 Global Select Market (U.S.) and the Nasdaq Electronic Components Stock Index. The
measurement assumes a $100 investment as of December 31, 2003 with all dividends, if any, reinvested. The data presented are on
an annual basis for the five years ended December 31, 2008. The performance shown is not necessarily indicative of future
performance.
(PERFORMANCE GRAPH)
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Total Return Calculation
Relative Stock Performance

Nasdaq
Electronic
Nasdaq Components
Date Index Stocks ATMI
12/31/03 100.000 100.000 100.000
12/31/04 108.835 79.089 97.070
12/30/05 111.155 78.361 120.508
12/29/06 122.109 86.145 131.538
12/31/07 132.420 96.582 138.949
12/31/08 63.803 52.093 66.480
The graph on the preceding page and related data provided above is not “soliciting material,” is not deemed filed with the
SEC and is not to be incorporated by reference in any filing by us under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language
in any such filing.
The common stock of ATMI has traded on the Nasdaq Global Select Market under the symbol ATMI since October 13, 1997,
and the common stock of our predecessor company traded under that symbol from 1993 until October 12, 1997. This table sets
forth, for the periods indicated, the high and low sales price for the common stock as reported on the Nasdaq Global Select
Market:
High Low
Fiscal year ended December 31, 2007
1st Quarter $ 35.00 $ 29.42
2nd Quarter 32.49 29.17
3rd Quarter 36.05 27.51
4th Quarter 34.57 28.90
Fiscal year ended December 31, 2008
1st Quarter $ 32.53 $ 25.40
2nd Quarter 31.11 27.00
3rd Quarter 28.18 15.02
4th Quarter 17.81 8.70
As of January 30, 2009, there were approximately 163 holders of record of the common stock.
We have never paid cash dividends on our common stock and have no current plans to do so. There are no contractual
restrictions in place that currently materially limit, or are likely in the future to materially limit, us from paying dividends on our
common stock, but applicable state law may limit the payment of dividends. Our present policy is to retain earnings, if any, to
provide funds for the operation and expansion of our business
The Transfer Agent and Registrar for ATMI is Computershare Trust Company, N.A.
Purchases of Equity Securities — There were no share repurchases during the three months ended December 31, 2008 of
any of our securities registered under Section 12 of the Exchange Act, by or on behalf of us, or any affiliated purchaser. We
withheld 514 shares through net share settlements during the three months ended December 31, 2008 upon the vesting of
restricted stock awards to cover tax withholding obligations.
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Item 6. Selected Financial Data
These selected consolidated statements of income for the years ended December 31, 2008, 2007, 2006, 2005 and 2004 and the
consolidated balance sheet data as of December 31, 2008, 2007, 2006, 2005 and 2004 are derived from ATMI’s audited
consolidated financial statements. The data below should be read in conjunction with the consolidated financial statements and
notes thereto and other financial information included elsewhere in this Form 10-K (in thousands, except per share data).
2008 2007 2006 2005 2004
Consolidated Statements of
Income:
Revenues $ 339,063 $ 364,088 $ 325,913 $ 281,754 $ 246,291
Cost of revenues 172,551(1) 182,480(5) 162,530(7) 140,251 122,415
Gross profit 166,512(2) 181,608 163,383 141,503 123,876
Operating expenses:
Research and development 37,809 29,879 26,217 22,284 19,577
Selling, general, and
administrative 88,781 99,227(6) 90,149 78,810 66,920
Total operating expenses 126,590 129,106 116,366 101,094 86,497
Operating income 39,922 52,502 47,017 40,409 37,379
Interest income 3,126 7,689 8,353 7,269 3,485
Interest expense (173) (46) (29) (1,862) (6,927)
Other income (expense), net (2,729)(3) (742) 515 (432) (3,473)(10)
Income before income taxes 40,146 59,403 55,856 45,384 30,464

Provision for income taxes 6,819(4) 18,864 15,895(8) 14,662 10,358
Income from continuing
operations 33,327 40,539 39,961 30,722 20,106
Income from operations of
discontinued operations, net
of taxes — — — — 3,313
Gain on disposal of discontinued
operations, net of taxes — — — — 8,083
Net income $ 33,327 $ 40,539 $ 39,961 $ 30,722 $ 31,502
Diluted earnings per share:
Earnings per share from
continuing operations $ 1.04 $ 1.16 $ 1.08 $ 0.85 $ 0.64
Earnings per share from
operations of discontinued
operations — — — — $ 0.10
Earnings per share from gain on
disposal of discontinued
operations — — — — $ 0.26
Earnings per common share $ 1.04 $ 1.16 $ 1.08 $ 0.85 $ 1.00
Weighted-average shares
outstanding — diluted 32,078 35,093 36,859 36,276 31,650
Consolidated Balance Sheet Data:

Cash, cash equivalents, and
marketable securities (11) $ 96,020 $ 193,697 $ 219,066 $ 256,137 $ 238,960
Working capital 190,095 280,221 281,362 274,323 190,874
Total assets 453,064 492,241 488,037 499,836 470,100
Long-term obligations 16,303 10,656 1,669 3,460(9) 118,255
Total stockholders’ equity 408,897 434,383 435,496 452,720(9) 298,098
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The Company has never declared any cash dividends.

(1) Includes a $2.4 million business interruption claim recovery related to a fire at a contract
manufacturer in Taiwan.
(2) Includes a $3.1 million benefit associated with the settlement of a dispute with a distributor
($3.7 million recognized in revenues, with $0.6 million of associated costs recognized in cost of
revenues).
(3) Includes a $2.0 million gain from the sale of a marketable security, $3.4 million of impairment charges
related to our strategic investment portfolio and a convertible note, and $1.1 million representing our
proportionate share of gains on sales of assets by one of our equity-method investees.
(4) Includes a $3.7 million tax benefit (including interest) recognized to reverse previously established
reserves for uncertain tax positions as a result of the expiration of the applicable statute of
limitations.
(5) Includes $1.1 million of increased customs expense on imported goods from the U.S. to an overseas
affiliate.
(6) Includes $1.1 million associated with a contingent legal fee arrangement.
(7) Includes $1.4 million one-time recovery of value-added taxes in Japan related to 2005.
(8) Includes a $1.7 million tax benefit recognized to reverse previously established reserves for uncertain
tax positions as a result of the expiration of the applicable statute of limitations.
(9) Includes effect of conversion of the Company’s 5.25 percent convertible subordinated notes due
November 15, 2006 into 5,183,095 shares of common stock.
(10) Includes a $4.5 million asset impairment charge related to the Company’s strategic investment
portfolio.
(11) Includes non-current marketable securities of $3.7 million, $0, $14.4 million, $46.3 million, and
$105.8 million at December 31, 2008, 2007, 2006, 2005, and 2004, respectively.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis of our financial condition and results of operations should be read together with the
consolidated financial statements and the related notes thereto appearing in Item 8 of this Form 10-K.
Company Overview
We believe we are among the leading suppliers of high performance materials, materials packaging and materials delivery
systems used worldwide in the manufacture of microelectronics devices. Our products consist of “front-end” semiconductor
performance materials, sub-atmospheric pressure gas delivery systems for safe handling and delivery of toxic and hazardous
gases to semiconductor process equipment, high-purity materials packaging and dispensing systems that allow for the reliable
introduction of low volatility liquids and solids to microelectronics and biopharmaceutical processes. ATMI targets both
semiconductor and flat-panel display manufacturers, whose products form the foundation of microelectronics technology rapidly
proliferating through the consumer products, information technology, automotive, and communications industries. The market for
microelectronics devices has historically grown and is continually changing, which drives demand for new products and
technologies at lower cost. ATMI’s objective is to meet the demands of microelectronics manufacturers with solutions that
maximize the efficiency of their manufacturing processes, reduce capital costs, and minimize the time to ramp new processes and
deliver new products. ATMI’s customers include many of the leading semiconductor and flat-panel display manufacturers in the
world who target leading edge technologies. ATMI also addresses an increasing number of critical materials handling needs for
the life sciences markets. Our proprietary containment, mixing, and bioreactor technologies are sold to the biotechnology and
laboratory markets, which we believe offer significant growth potential.
Critical Accounting Policies and Estimates
General
Preparation of our financial statements requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses. Note 1 to the consolidated financial statements describes the significant
accounting policies used in preparation of the consolidated financial statements. Management believes the most complex and
sensitive judgments, because of their significance to the Consolidated Financial Statements, result primarily from the need to make
estimates about the effects of matters that are inherently uncertain. The most significant areas involving management judgments
and estimates are described below. Actual results in these areas could differ from management’s estimates. These policies are
determined by management and have been reviewed by ATMI’s Audit Committee.
Revenue Recognition
We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB 104”), which
requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists;
(2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectibility is reasonably
assured. Revenues from product sales are generally recognized upon delivery to a common carrier when terms are equivalent to
free-on-board (“FOB”) origin and upon receipt by a customer when terms are equivalent to FOB destination. In instances where
final acceptance of equipment is specified by the purchase agreement, revenue is deferred until all acceptance criteria have been
satisfied. Should changes in conditions cause management to determine these criteria are not met for certain future transactions,
revenue recognized for any reporting period could be adversely affected. We accrue for sales returns, warranty costs, and other
allowances based on a current evaluation of our experience based on stated terms of the transactions. Should actual product
failure rates or customer return experience differ from our estimates, revisions to the estimated accruals would be required.
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The Company uses an exclusive contract manufacturer, which is also an exclusive distribution partner, for the manufacture
and distribution of its SDS products (the “Licensed Products”). Under the terms of the manufacturing agreement, ATMI retains
the right to manufacture 25 percent of all Licensed Products, while the contract manufacturer has the right to manufacture
75 percent of all Licensed Products. Upon completion of manufacture, ATMI purchases all Licensed Products produced by the
contract manufacturer. Under the terms of the distribution agreement, we receive payment from the distributor based upon a
formula which is dependent on the sale price obtained by the distributor to its customer. ATMI recognizes revenue from the sale
of Licensed Products to this distribution partner when the distributor sells the Licensed Products to its customers, because that is
when the sales price becomes fixed and determinable by the Company.
Allowance for Doubtful Accounts
The allowance for doubtful accounts is established to represent our best estimate of the net realizable value of the
outstanding accounts receivable balances. We estimate our allowance for doubtful accounts based on past due amounts and
historical write-off experience, as well as trends and factors surrounding the credit risk of the markets we operate in and the
financial viability of specific customers. In an effort to identify adverse trends, we assess the financial health of the markets we
operate in and perform periodic credit evaluations of our customers and ongoing reviews of account balances and agings of
receivables. Amounts are considered past due when payment has not been received within the time frame of the credit terms
extended. Write-offs are charged directly against the allowance for doubtful accounts and occur only after all collection efforts
have been exhausted. Actual write-offs and adjustments could differ from the allowance estimates because of unanticipated
changes in the business environment as well as factors and risks surrounding specific customers.
Inventory Valuation Reserves
Inventory valuation reserves are established in order to report inventories at the lower of cost or market value on our
consolidated balance sheets. The determination of inventory valuation reserves requires management to make estimates and
judgments on the future salability of inventories. Valuation reserves for excess, obsolete, and slow-moving inventory are
estimated by comparing the inventory levels of individual parts to both future sales forecasts or production requirements and
historical usage rates in order to identify inventory where the resale value or replacement value is less than inventory cost. Other
factors that management considers in determining these reserves include whether individual inventory parts or chemicals meet
current specifications and cannot be substituted for or reworked into a part currently being sold or used as a service part, overall
market conditions, and other inventory management initiatives.
As of December 31, 2008 and 2007 we had $2.4 million and $2.3 million, respectively, of inventory valuation reserves
recorded. Although management believes these reserves are adequate, any abrupt adverse changes in market conditions may
require us to record additional inventory valuation reserves.
Non-marketable Equity Securities
We selectively invest in non-marketable equity securities of private companies, which range from early-stage companies that
are often still defining their strategic direction to more mature companies whose products or technologies may directly support an
ATMI product or initiative. At December 31, 2008, the carrying value of our portfolio of strategic investments in non-marketable
equity securities totaled $22.4 million ($15.4 million in 2007). Non-marketable equity securities are included in the consolidated
balance sheets under the caption “Other long-term assets.”
Investments in non-marketable equity securities are inherently risky, and some of these companies are likely to fail. Their
success (or lack thereof) is dependent on product development, market acceptance, operational efficiency, attracting and retaining
talented professionals, and other key business success factors. In addition, depending on their future prospects, they may not be
able to raise additional funds when needed or they may receive lower valuations, with less favorable investment terms than in
previous financings, and the investments would likely become impaired.
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We review our investments quarterly for indicators of impairment; however, for non-marketable equity securities, the
impairment analysis may require significant judgment to identify events or circumstances that would likely have a significant
adverse effect on the fair value of the investment. The indicators that we use to identify those events or circumstances include
(a) the investee’s revenue and earnings trends relative to predefined milestones and overall business prospects, (b) the
technological feasibility of the investee’s products and technologies, (c) the general market conditions in the investee’s industry
or geographic area, including adverse regulatory or economic changes, (d) factors related to the investee’s ability to remain in
business, such as the investee’s liquidity, and the rate at which the investee is using its cash, and (e) the investee’s receipt of
additional funding at a lower valuation.
Investments identified as having an indicator of impairment are subject to further analysis to determine if the investment is
other-than-temporarily impaired, in which case we write the investment down to its fair value, using the framework established by
Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.” When an investee is not considered
viable from a financial or technological point of view, we write down the entire investment since we consider the estimated fair
market value to be nominal. If an investee obtains additional funding at a valuation lower than our carrying amount or requires a
new round of equity funding to stay in operation and the new funding does not appear imminent, we presume that the investment
is other-than-temporarily impaired, unless specific facts and circumstances indicate otherwise. We recognized a $1.6 million
impairment in our portfolio of non-marketable equity securities in 2008 (none in 2007 and $0.3 million in 2006).
Income Taxes
The future tax benefit arising from net deductible temporary differences and net operating loss and tax credit carryforwards is
$3.1 million at December 31, 2008 and $4.3 million at December 31, 2007. We believe that our earnings during the periods when the
temporary differences become deductible will be sufficient to realize the related future income tax benefits. For those jurisdictions
where the expiration date of tax carryforwards or the projected operating results indicate that realization is not likely, a valuation
allowance is provided.
In assessing the need for a valuation allowance, we estimate future taxable income, considering the feasibility of ongoing tax
planning strategies and the realizability of tax loss carryforwards. Valuation allowances related to deferred tax assets can be
affected by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event we were to determine
that we would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts
through a charge to income in the period in which that determination is made or when tax law changes are enacted. Conversely, if
we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts,
we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is
made. With the January 1, 2009 adoption of SFAS No. 141 (revised 2007), “Business Combinations”, changes in deferred tax asset
valuation allowances recorded in a business combination and income tax uncertainties after the acquisition date generally will
affect income tax expense.
In the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our
income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts,
circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax
benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50 percent likelihood of being
realized upon ultimate settlement with a taxing authority. For those income tax positions where it is not more likely than not that a
tax benefit will be sustained, no tax benefit has been recognized in the financial statements. For a discussion of current tax matters,
see Note 11 to the consolidated financial statements in Item 8 of this Form 10-K.
Depreciable Lives of Property, Plant and Equipment
ATMI’s net property, plant and equipment at December 31, 2008 and 2007 was $136.4 million and $106.2 million, respectively,
representing 30.1 percent and 21.6 percent, respectively, of the Company’s consolidated total assets. Depreciation expense for the
years ended December 31, 2008, 2007 and 2006 was $20.1 million, $18.6 million and $17.4 million, respectively. Management
judgment is required in the determination of the estimated depreciable lives that are used to calculate annual depreciation expense
and accumulated depreciation.
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Property, plant and equipment are recorded at cost and depreciated over the assets’ useful lives on a straight-line basis for
financial reporting purposes. The estimated useful life represents the projected period of time that the asset will be productively
employed by the Company and is determined by management based on many factors, including historical experience with similar
assets and technological life cycles. Circumstances and events relating to these assets are monitored to ensure that changes in
assets lives or impairments are identified and prospective depreciation expense or impairment expense is adjusted accordingly.
The depreciation periods used are: buildings, 15 to 35 years; machinery and equipment, 3 to 10 years; cylinders and canisters, 7 to
10 years; furniture and fixtures, 5 years; and leasehold improvements, over the lesser of the lease term or estimated useful life. We
use accelerated depreciation methods for tax purposes where appropriate.
Equity-Based Compensation
The Company uses the Black-Scholes-Merton options-pricing model to determine the fair value of stock options under SFAS
No. 123(R), “Share Based Payment.” Management is required to make certain assumptions with respect to selected model inputs,
including anticipated changes in the underlying stock price (i.e., expected volatility) and option exercise activity (i.e., expected
term). For awards granted subsequent to January 1, 2006, expected volatility is based on the historical volatility of ATMI common
stock for a period shorter than the expected term of the options. We have excluded the historical volatility prior to the public
announcement regarding the sale of our non-core businesses in 2004, because those businesses that were sold represented a
significant portion of ATMI’s consolidated business and were subject to considerable cyclicality associated with the
semiconductor equipment industry, which drove increased volatility in ATMI’s stock price. The expected term of options granted
represents the period of time that options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield
curve in effect at the time of grant for a period commensurate with the estimated expected term. We recognize expense only for
those awards expected to vest. If factors change and result in different assumptions in the application of SFAS No. 123(R) in
future periods, the stock option expense that the Company records for future grants may differ significantly from what the
Company has recorded in the current period.
Equity-based compensation expense is generally recognized on a straight-line basis over the estimated service period of the
awards.
Fair Value Measurements
We adopted SFAS No. 157, “Fair Value Measurements” on January 1, 2008, with the exception of the application of the
statement to nonrecurring nonfinancial assets and nonfinancial liabilities, the deferral of which was permitted under FSP 157-2. All
of our financial assets and liabilities are measured at fair value based upon Level 1 or Level 2 inputs, as defined under SFAS
No. 157, with the exception of one auction rate security, which has been measured using Level 3 inputs, because the security is
illiquid. For Level 1 measurements, we use quoted prices in active markets for identical assets and liabilities. For Level 2
measurements, we use observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities; quoted
prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all
significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially
the full term of the assets or liabilities. For Level 3 measurements, we use unobservable inputs to the valuation methodology that
are significant to the measurement of fair value of assets or liabilities. As of December 31, 2008 we have recorded a temporary
impairment charge of $1.3 million within the caption “accumulated other comprehensive income” on the consolidated balance
sheets based upon an independent third-party valuation we received for this auction-rate security. The valuation of this security
incorporated assumptions about the anticipated term and the yield that a market participant would require to purchase such a
security in the current market environment. While we believe the valuation methodologies are appropriate, the use of valuation
methodologies is highly judgmental and changes in methodologies can have a material impact on the values of the related assets,
our financial position, and overall liquidity.
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Goodwill and Other Intangible Assets
The assets and liabilities of acquired businesses are recorded under the purchase method of accounting at their estimated
fair values at the dates of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying net assets of
acquired businesses.
Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment
testing. The identification and measurement of goodwill impairment involves the estimation of the fair value of reporting units.
The estimates of fair value of reporting units are based on the best information available as of the date of the assessment, which
primarily incorporate management assumptions about expected future cash flows and contemplate other valuation techniques.
Future cash flows can be affected by changes in the global economy and local economies, changes in the microelectronics
industry, changes in technology, and the execution of management’s plans. Although no goodwill impairment has been recorded
to date, there can be no assurances that future goodwill impairments will not occur.
Other Long-Lived Amortizable Assets
We evaluate the potential impairment of other long-lived assets when appropriate. If the carrying value of assets exceeds the
sum of the undiscounted expected future cash flows, the carrying value of the asset is written down to fair value.
Recent Accounting Pronouncements
See Note 1 to the consolidated financial statements in Item 8 of this Form 10-K for information concerning recently issued
accounting pronouncements.
Related Party Transactions
The Company’s related parties are primarily unconsolidated equity affiliates. The Company did not engage in any material
transactions involving related parties that included terms or other aspects that differ from those which would be negotiated with
independent parties.
Results of Operations
This table shows the effect of compensation cost arising from equity-based payment arrangements on the consolidated
statements of income (in thousands):
December 31,
2008 2007 2006
Cost of revenues $ 339 $ 375 $ 910

Research and development 530 432 773
Selling, general, and administrative 5,831 6,791 7,681
Total equity-based compensation expense 6,700 7,598 9,364
Provision for income taxes 2,237 2,556 3,137

Net equity-based compensation expense $ 4,463 $ 5,042 $ 6,227
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Year ended December 31, 2008 Compared to Year Ended December 31, 2007
Overview
During the year ended December 31, 2008, ATMI’s revenues declined by 6.9 percent compared to the year ended
December 31, 2007, primarily due to the global economic downturn, which began in earnest in the second half of 2008 and drove
significant declines in demand across almost all segments of the economy. Future reductions in wafer starts in the
microelectronics industry, including foundries, and other logic and memory chip manufacturers, are expected to continue to
adversely affect the Company’s near term results. Our gross margin declined by 80 basis points to 49.1 percent in 2008 compared
to 49.9 percent in 2007, due to lower revenue volumes, increased costs reflected in cost of revenues as a result of the redirection
of certain supply chain and operations activities associated with our 2007 organizational changes, which was effective beginning
January 1, 2008 (such costs were previously reflected in selling, general, and administrative expenses (“SG&A”)), and higher
logistics costs due to fuel surcharges in the first half of the year. The realignment of operations activities caused gross margin
and SG&A to decline by approximately 180 basis points in 2008 compared to 2007. These activities include those functions in two
of our locations that were previously focused on supporting and administering plant operations, whereas in the current
organization those activities have been focused on improving our global supply chain and customer satisfaction. Research and
development expenses (“R&D”) increased 26.5 percent to $37.8 million in 2008 from $29.9 million in 2007. The increase was driven
primarily by the continued investment in our global high productivity development activities. SG&A decreased by 10.5 percent in
2008 from 2007. As a percent of revenues, SG&A decreased to 26.2 percent in 2008 compared to 27.3 percent in 2007. The decrease
is primarily because of the organizational realignment discussed above, and reductions in discretionary spending as a result of the
global economic downturn. Operating income decreased 24.0 percent in 2008 to $39.9 million, primarily due to the decline in
revenues. During 2008 we recognized impairments of $3.4 million on our strategic investment portfolio and a convertible note,
partially offset by a recognized gain of $2.0 million from the sale of a marketable security, and $1.1 million of after-tax income
representing our proportionate share of gains on sales of assets by one of our equity-method investees. Our effective tax rate was
17.0 percent in 2008, inclusive of a $3.7 million tax benefit (including interest), compared to 31.8 percent in 2007. Net income
decreased 17.8 percent to $33.3 million ($1.04 per diluted share, a 10.3 percent decrease) compared to $40.5 million ($1.16 per
diluted share) in 2007.
During 2008, we repurchased 2.1 million shares of our common stock, for $58.3 million under our share repurchase program,
compared to 2.2 million shares of our common stock, repurchased for $68.5 million in 2007.
This is a summary of selected consolidated earnings information (in thousands of dollars):
December 31,
2008 2007 % Change
Revenues $ 339,063 $ 364,088 (6.9%)

Cost of revenues 172,551 182,480 (5.4%)
Gross profit 166,512 181,608 (8.3%)
Gross margin 49.1% 49.9% (0.8%)
Research and development 37,809 29,879 26.5%
R&D as a percent of revenues 11.1% 8.2% 2.9%
Selling, general, and administrative 88,781 99,227 (10.5%)
SG&A as a percent of revenues 26.2% 27.3% (1.1%)
Operating income 39,922 52,502 (24.0%)
Operating margin 11.8% 14.4% (2.6%)
Effective tax rate 17.0% 31.8% (14.8%)
Net income $ 33,327 $ 40,539 (17.8%)
Diluted earnings per share $ 1.04 $ 1.16 (10.3%)
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Revenues. Revenues decreased 6.9 percent to $339.1 million in 2008 from $364.1 million in 2007. The decline in revenues
occurred in our microelectronics product lines and was primarily the result of the global economic downturn, which resulted in
significant reductions in wafer starts and reductions in fab utilization rates as demand for consumer electronics devices has
slowed. Revenues in our microelectronics product lines declined 9.7 percent to $310.1 million in 2008 compared to $343.3 million in
2007. The primary driver of the reduction in revenues was wafer starts, which began to significantly decline during the last several
months of 2008. The decline in our revenues was further magnified by reductions of inventory in the SDS and flat-panel display
distribution channels, as well as our customers’ aggressive management of their inventories. Consumer electronics spending, the
primary driver of wafer start growth, has declined dramatically since the end of the previous year, and it’s difficult to predict when
this demand trend will improve. The 2008 revenues include a $3.7 million benefit associated with settlement of a dispute with our
manufacturing and distribution partner for SDS products. Reductions in average selling prices of our products accounted for
approximately 3.2 percent of the decline in microelectronics revenues. Revenues in our life sciences product lines increased
39.2 percent in 2008 to $28.9 million compared to $20.8 million in 2007. More than half of the increase in life sciences revenues
came from the LevTech, which we acquired in January 2008, with the remaining increase being driven by new products, as
disposable mixing solutions gained traction in the biopharmaceutical markets, and limited pricing increases. The effect of foreign
currency was not significant in 2008 as declines associated with weakness in the Korean Won were offset by strengthening in the
Japanese Yen and the Euro.
Gross Profit. Gross profit decreased 8.3 percent to $166.5 million in 2008 from $181.6 million in 2007. Our gross margin
percentage decreased during this time period from 49.9 percent in 2007 to 49.1 percent in 2008. Approximately 180 basis points of
the gross margin decline is a result of the redirection of certain supply chain and operations activities discussed above. Gross
profit in our microelectronics product lines decreased 10 percent to $155.0 million in 2008 from $172.8 million in 2007. Gross profit
margins in our microelectronics product lines were approximately 50 percent in both 2008 and 2007. The 2008 gross profit margins
included benefits from the distributor settlement (approximately 100 basis points) and the business interruption claim recovery
(approximately 80 basis points), both mentioned above. Gross profit margins were unfavorably impacted by the volume and
average selling price declines discussed above and higher logistics costs due to fuel surcharges in the first half of 2008. The 2007
gross profit margins in our microelectronics product lines were negatively impacted by lower shipment volumes in our materials
packaging product lines due to flat-panel display market softness in the first half of 2007, $1.1 million of increased customs
expenses on imported goods from the U.S. to an overseas subsidiary, and also due to the consequences of a manufacturing
defect, which was since remedied. Gross profit in our life sciences product lines increased 31 percent to $11.5 million in 2008
compared to $8.8 million in 2007. Gross profit margins in our life sciences product lines declined by over 200 basis points from
42 percent in 2007 to 40 percent in 2008. The primary reasons for the decline in gross profit margins in the life sciences product
lines were the realignment of certain supply chain and operations activities discussed above (negative impact of approximately
480 basis points), partially offset by average selling price increases for certain products (favorable impact of approximately 85
basis points) and the benefit from the LevTech acquisition (approximately 200 basis points).
Research and Development Expenses. R&D increased 26.5 percent to $37.8 million in 2008 from $29.9 million in 2007. The
increase in R&D spending was primarily caused by planned increases in spending associated with high productivity development
activities related to cleans chemistries (including $5.7 million of higher licensing and outsourced development costs, $3.0 million
of higher staffing related expenses and $0.7 million of higher equipment depreciation costs). As a percentage of revenues, R&D
spending was 11.1 percent in 2008 compared to 8.2 percent in 2007. The spending in 2008 was higher as a percent of revenues
than we had planned, primarily because revenues were lower than expected for the reasons noted above. We plan to continue to
actively invest in our high productivity development capabilities in the foreseeable future, because we believe this investment will
drive significant new opportunities in cleans chemistries and other new products and will be a competitive advantage for ATMI.
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Selling, General, and Administrative Expenses. SG&A decreased 10.5 percent (or $10.4 million) to $88.8 million in 2008 from
$99.2 million in 2007. SG&A, as a percentage of revenues, decreased to 26.2 percent in 2008 compared to 27.3 percent in 2007.
Approximately $6.0 million of the decline is due to the realignment of activities as a result of the functional organization changes
mentioned above. Other cost reductions from 2007 include incentive compensation ($2.6 million), legal litigation costs
($2.4 million), and travel ($1.1 million), partially offset by net increases in salaries ($1.1 million) and facilities-related costs
($1.2 million).
Operating Income. Operating income decreased 24.0 percent to $39.9 million in 2008, or 11.8 percent of revenues, from
$52.5 million in 2007, or 14.4 percent of revenues. These changes are from a variety of factors, as noted above.
Interest Income. Interest income decreased to $3.1 million in 2008 from $7.7 million in 2007. The primary reasons for the
decrease were lower invested cash and marketable securities balances as a result of the Company’s share repurchase program, the
acquisition of LevTech, capital spending and other strategic investments, and lower rates of return given the significant reduction
in market interest rates in 2008.
Impairment of Investments. In 2008, Ceradyne, Inc. completed its acquisition of SemEquip, Inc. (“SemEquip”), an entity in
which ATMI had previously invested. Prior to the acquistion, ATMI’s cost-basis investment in SemEquip was $2.2 million. ATMI
received $0.6 million representing its share of the closing proceeds. As a result, we wrote off the remaining $1.6 million balance
from our investment in SemEquip due to the uncertainty of collecting amounts in the future related to the earnout provisions of
the deal. Also in 2008, due to changes in events and circumstances related to a convertible note due from an early-stage
semiconductor materials venture that is in bankruptcy, we recognized an impairment charge of $1.8 million to fully write down the
value of this convertible note.
Other Income (Expense), Net. The 2008 results include $0.6 million of losses from investments accounted for by the equity
method, net of a $1.1 million gain, representing our after-tax, proportionate share from the sale of assets by an equity-method
investee, a $2.0 million gain from the sale of a marketable security, and $0.6 million of realized losses on foreign exchange.
Provision for Income Taxes. In 2008, we reduced our income tax provision by $3.7 million (including interest), by reversing
previously established reserves, as a result of the lapse of the applicable statute of limitations. The effective tax rate for 2008 was
17.0 percent compared to an effective tax rate of 31.8 percent in 2007. Excluding the tax benefit, our effective tax rate was
26.3 percent in 2008. The 2008 effective tax rate of 17.0 percent differs from the Federal statutory rate of 35.0 percent primarily due
to R&D tax credits, the shift in mix of our pre-tax income to lower income tax jurisdictions, and the tax benefit described above. As
of December 31, 2008, the Company had a net deferred tax asset on the balance sheet of $3.1 million, primarily because of
temporary differences (i.e., accrued liabilities, inventory adjustments, equity-based compensation, and depreciation and
amortization), state tax credit carry forwards, federal and state net operating loss carry forwards, and R&D tax credits in Taiwan.
The Company has been audited in the United States by the Internal Revenue Service through tax year 2005 and is currently
undergoing an audit of its 2006 and 2007 tax years.
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Year ended December 31, 2007 Compared to Year Ended December 31, 2006
Overview
During the year ended December 31, 2007, ATMI’s revenues grew by 11.7 percent compared to the year ended December 31,
2006. Gross margin decreased slightly to 49.9 percent in 2007 compared to 50.1 percent in 2006. Research and development
expenses (“R&D”) increased 14.0 percent in 2007 compared to 2006. As a percent of revenues, R&D increased to 8.2 percent in
2007 from 8.0 percent in 2006. Selling, general, and administrative expenses (“SG&A”) increased by 10.1 percent in 2007 compared
to 2006. As a percent of revenues, SG&A decreased slightly to 27.3 percent in 2007 compared to 27.7 percent in 2006. A
$1.1 million legal fee (associated with a contingent fee arrangement) recognized in 2007 caused SG&A to increase 0.3 percent of
revenues. Net income for the year increased 1.4 percent to $40.5 million, ($1.16 per diluted share) compared to $40.0 million, ($1.08
per diluted share) in 2006. The 2006 results included recognition of a $1.7 million tax benefit ($0.04 per diluted share).
This is a summary of selected consolidated earnings information (in thousands of dollars):
December 31,
2007 2006 % Change
Revenues $ 364,088 $ 325,913 11.7%

Cost of revenues 182,480 162,530 12.3%
Gross profit 181,608 163,383 11.2%
Gross margin percent 49.9% 50.1% (0.2%)
Research and development 29,879 26,217 14.0%
R&D as a percent of revenues 8.2% 8.0% 0.2%
Selling, general, and administrative 99,227 90,149 10.1%
SG&A as a percent of revenues 27.3% 27.7% (0.4%)
Operating income 52,502 47,017 11.7%
Operating margin 14.4% 14.4% —
Effective tax rate 31.8% 28.5% 3.3%
Net income $ 40,539 $ 39,961 1.4%
Diluted earnings per share $ 1.16 $ 1.08 7.4%
Revenues. Revenues increased 11.7 percent to $364.1 million in 2007 from $325.9 million in 2006. This increase was broad-
based across our product portfolio. Revenues from our microelectronics product lines increased 10.2 percent from $311.4 million in
2006 to $343.3 million in 2007. During this period of time, independent market research estimated wafer start growth at 6-9 percent
depending on the source of the research. Our revenues grew faster than the industry average given our focus on copper
materials, which are needed for the new advanced technology nodes (which represent smaller chip sizes). Wafer starts in
advanced technology nodes grow faster than older technologies because our customers invest in new technologies to meet the
increasing performance requirements of new consumer electronic products. The growth in wafer starts was driven primarily by the
growth in the global consumer electronics market during the period. Revenues from our life sciences product lines increased
43.4 percent from $14.5 million to $20.8 million. Approximately one-half of this growth was driven by new product revenues and
one-half was driven by growth in the biopharmaceutical market. Pricing changes did not have a material impact on revenues
during the period.
Gross Profit. Gross profit increased 11.2 percent to $181.6 million in 2007 from $163.4 million in 2006. Our gross margin
percentage decreased slightly during this time period from 50.1 percent in 2006 to 49.9 percent in 2007. Gross profit in our
microelectronics product lines increased 10 percent to $172.8 million in 2007 from $157.0 million in 2006. Gross profit in our life
sciences product lines increased 37 percent to $8.8 million in 2007 from $6.4 million in 2006. The gross profit margins in our
microelectronics product lines were approximately 50 percent in both 2007 and 2006, respectively. The 2007 gross profit margins in
our microelectronics product lines were negatively impacted by lower shipment volumes in our materials packaging product lines
because of softness in the flat-panel display market in the first half of 2007, $1.1 million of increased customs expenses on
imported goods from the U.S. to an overseas affiliate, and also due to the effect of a manufacturing defect in this product line in
the first half of 2007. The 2006 gross profit margins in our microelectronics product lines were positively impacted by the effect of
a one-time $1.4 million recovery of value-added-tax (“VAT”) by our Japanese subsidiary related to 2005. Gross profit margins in
our life sciences product lines decreased by approximately 200 basis points in 2007 to 42 percent from 44 percent in 2006. The
decline in life sciences gross profit margins was primarily due to raw materials price increases that could not be passed on to
customers (unfavorable impact of approximately 125 basis points) and unfavorable product mix and manufacturing inefficiencies
(unfavorable impact of approximately 75 basis points).
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Research and Development Expenses. R&D increased 14.0 percent to $29.9 million in 2007 from $26.2 million in 2006. The
increase in R&D spending was primarily attributable to collaborative research activities with a strategic investment partner related
to cleans chemistries and the development of new products such as RegenSi, AutoClean, and CMPlicity. Although R&D
spending increased 14.0 percent in dollar terms, it remained relatively flat as a percentage of revenues at 8.2 percent in 2007
compared to 8.0 percent in 2006.
Selling, General, and Administrative Expenses. SG&A increased 10.1 percent to $99.2 million in 2007 from $90.1 million in
2006, which was below the 11.7 percent growth rate of revenues. SG&A, as a percentage of revenues decreased slightly to
27.3 percent in 2007 compared to 27.7 percent in 2006. Despite a $0.9 million reduction in equity-based compensation expense from
true ups associated with forfeitures and resulting changes in the forfeiture rate estimates for future periods, SG&A grew by
$9.1 million in 2007 compared to 2006 primarily because of increased employee-related costs, as salaries increased $4.6 million and
benefits increased $0.9 million. Other cost increases included consultants and professional services of $1.2 million, depreciation
on facilities of $1.0 million, and legal fees of $1.1 million.
Operating Income. Operating income increased 11.7 percent to $52.5 million in 2007, or 14.4 percent of revenues, from
$47.0 million in 2006, or 14.4 percent of revenues. These changes are from a variety of factors, as noted above.
Interest Income. Interest income decreased to $7.7 million in 2007 from $8.4 million in 2006. The decrease is primarily from
lower invested cash and marketable securities balances resulting from cash used to repurchase shares of the Company’s common
stock and a shift to lower-yielding tax-exempt securities.
Provision for Income Taxes. In 2006, we reduced our income tax provision by $1.7 million, by reversing previously
established reserves, as a result of the lapse of the applicable statute of limitations. Aside from the 2006 tax adjustment mentioned
above, the primary driver for the increase in the provision for income taxes in 2007 versus 2006 was the increase in income. The
effective tax rate for 2007 was 31.8 percent compared to an effective tax rate of 28.5 percent in 2006. The 2007 effective tax rate of
31.8 percent differs from the Federal statutory rate of 35.0 percent primarily due to foreign income taxes and tax-exempt income,
partially offset by state income taxes. The 2006 effective tax rate of 28.5 percent differs from the Federal statutory rate of
35.0 percent primarily due to the recognition of $1.7 million in tax benefits (which represents approximately 300 basis points),
foreign income taxes, tax-exempt income, extra-territorial income (“ETI”) exclusion benefits, partially offset by state income taxes.
As of December 31, 2007, the Company had a net deferred tax asset of $4.3 million, primarily from temporary differences (book
versus tax), state tax credit carry forwards, and state net operating loss carry forwards.
Liquidity and Capital Resources
We assess liquidity in terms of our ability to generate cash to fund our operating and investing activities. Of particular
importance to the management of liquidity are cash flows generated by operating activities, cash used for capital expenditures,
cash used to repurchase common stock, and cash obtained through lines of credit.
Until required for use in the business, we invest our cash reserves in bank deposits, certificates of deposit, money market
securities, government and government-sponsored bond obligations, and other interest bearing marketable debt instruments in
accordance with our investment policy. The value of these securities may be adversely affected which could impact our financial
position and our overall liquidity. In particular, the value of our investments may be adversely affected by increases in interest
rates, instability in the global financial markets that reduces the liquidity of securities included in our portfolio, and by other
factors which may result in other than temporary declines in value of the investments. Each of these events may cause us to
record charges to reduce the carrying value of our investment portfolio or sell investments for less than our acquisition cost. We
attempt to mitigate these risks with the assistance of our investment advisors by investing in high quality securities and
continuously monitoring the overall risk profile of our portfolio. We also maintain a well diversified portfolio that limits our credit
exposure through concentration limits set within our investment policy.
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We have financed our operating needs, capital expenditures, and share buyback through cash flows from our operations,
lines of credit, and existing cash. We expect to finance our current and planned operating requirements principally through cash
from operations, as well as existing cash resources. We believe that these funds will be sufficient to meet our operating
requirements for the foreseeable future. However, we may, from time to time, seek additional funding through a combination of
additional equity and debt financings or from other sources. Due to the current state of the credit markets, we are not able to
predict with any certainty whether we could obtain debt or equity financing to provide additional sources of liquidity, should the
need arise, at favorable rates or at all.
We continue to invest in R&D to provide future sources of revenue through the development of new products, as well as
through additional uses for existing products. We consider R&D and the development of new products and technologies an
integral part of our growth strategy and a core competency of the Company. Likewise, we continue to make capital expenditures in
order to expand and modernize manufacturing facilities around the globe and to drive efficiencies throughout the organization.
Additionally, management considers, on a continuing basis, potential acquisitions of strategic technologies and businesses
complementary to the Company’s current business.
See Part I, Item 1A, “Risk Factors” of this Form 10-K for risk factors that could negatively impact our cash position and
ability to fund future operations.
A summary of our cash flows follows (in thousands):
Year Ended December 31,

2008 2007
Cash provided by (used for):
Operating Activities $ 60,616 $ 64,944

Investing Activities (52,656) 20,474
Financing Activities (56,541) (53,294)
Effects of exchange rate changes on cash (1,600) (913)
Net cash provided by operating activities decreased by $4.3 million primarily from:
• Decrease in net income of $7.2 million
• Cash provided by changes in deferred income taxes of $2.0 million compared to cash used related to changes in
deferred income taxes of $1.5 million
• Increase in cash provided by changes in accounts receivable of $25.0 million due to the reduction in revenues and
also to timing of collections
• Increase in cash used related to changes in inventories of $8.7 million, due primarily to safety stock builds in 2008
(life sciences and SDS product lines), and revenue declines
• Cash used related to changes in accounts payable of $8.7 million compared to cash provided by changes in
accounts payable of $2.2 million, due primarily to timing of payments
• Cash used related to changes in income taxes payable of $5.8 million compared to cash provided by changes in
income taxes payable of $3.9 million
Net cash used by investing activities increased $73.1 million primarily from:
• Increase in capital spending of $15.4 million primarily because of the purchase of research tools used in our high
productivity development activities
• Increase in acquisitions of $33.1 million, due to the $27.7 million purchase of LevTech, Inc. and $5.4 million paid for
certain assets acquired from Artelis
• Increase in cash paid for cost-basis and equity-basis investments of $6.7 million ($10 million investment in
Intermolecular in 2008)
• Decrease in net cash proceeds from purchases and sales of marketable securities of $17.7 million
Net cash used for financing activities increased by $3.2 million primarily from:
• Decrease of $12.6 million in proceeds from stock option exercises in 2008
• Decrease in treasury stock purchases of $9.2 million

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Summary of Contractual Obligations
This is a summary of consolidated debt, lease, purchase and other obligations at December 31, 2008 (see Notes 4, 7, 9, 10 and
15 of the consolidated financial statements in Item 8 of this Form 10-K), in thousands:
Payments Due by Period

Less than
Total 1 Year 1-3 Years 4-5 Years Thereafter
Contractual obligations:
Capital leases $ 156 $ 75 $ 81 $ — $ —
Operating leases 8,396 3,577 3,970 849 —
Purchase obligations:
Inventory purchases 1,895 1,895 — — —
Capital expenditures (1) 5,464 5,464 — — —
Other (2) 12,495 12,495 — — —
Total purchase obligations 19,854 19,854 — — —
Standby Letters of Credit 4,600 — 4,600 — —
Line of Credit 1,102 1,102 — — —
Other long-term liabilities (3) 3,918 — 3,550 — 368
Total debt, lease, purchase, and other

long-term liability obligations $ 38,026 $ 24,608 $ 12,201 $ 849 $ 368
(1) Includes $4.2 million commitment to purchase HPC tool for research and development.
(2) Includes $7.9 million commitment to purchase services associated with a strategic alliance partner.
(3) Includes $3.4 million of asset retirement obligations.
Off-Balance Sheet Arrangements
ATMI has entered into a pledge agreement with Anji Microelectronics Co., Ltd. (“Anji”) for the issuance of a standby letter
of credit up to $4.6 million in order to assist Anji in securing bank financing, which is to expire no later than June 30, 2010. The
standby letter of credit has been secured by Anji’s assets and additional equity interests in Anji’s operating subsidiaries. As of
December 31, 2008, Anji has drawn down $2.8 million against the line of credit secured by the letter of credit. ATMI would be
obligated to perform against this letter of credit in the event of Anji’s nonperformance.
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Operations Outside the United States
For the years ended December 31, 2008, 2007 and 2006, sales outside the United States, including Asia and Europe,
accounted for 77.3 percent, 76.7 percent and 68.1 percent, respectively, of the Company’s revenues. Sales to Taiwan for the years
ended December 31, 2008, 2007 and 2006 were 23.5 percent, 24.5 percent and 20.7 percent, respectively, of the Company’s
revenues. Sales to Japan for the years ended December 31, 2008, 2007 and 2006 were 12.7 percent, 12.6 percent and 14.4 percent,
respectively, of the Company’s revenues. Sales to South Korea for the years ended December 31, 2008, 2007 and 2006 were 13.8
percent, 13.5 percent and 11.2 percent, respectively, of the Company’s revenues. Management anticipates that the Company’s
sales outside the United States will continue to account for a significant percentage of total revenues. The Company has wholly-
owned subsidiaries in Taiwan, Singapore, China, Japan, and Germany where the Company sells and services several product lines.
The Company also has a wholly-owned subsidiary in South Korea that manufactures, sells, and distributes materials packaging,
materials delivery equipment, and thin-film materials to the semiconductor and flat-panel display markets in South Korea. In
addition, the Company has a wholly-owned subsidiary in Belgium where it manufactures and sells high-purity materials packaging
products.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
As of December 31, 2008, the Company’s cash and cash equivalents and marketable securities included bank deposits,
certificates of deposit, money market securities, government and government-sponsored bond obligations. As of December 31,
2008, an increase of 100 basis points in interest rates on securities with maturities greater than one year would reduce the fair
value of the Company’s marketable securities portfolio by approximately $0.4 million. Conversely, a reduction of 100 basis points
in interest rates on securities with maturities greater than one year would increase the fair value of the Company’s marketable
securities portfolio by approximately $0.4 million.
Foreign Currency Exchange Risk
Most of the Company’s sales are denominated in U.S. dollars and as a result, the Company doesn’t have any significant
exposure to foreign currency exchange risk with respect to sales made. Approximately 28 percent of the Company’s revenues for
the year ended December 31, 2008 were denominated in Japanese Yen (“JPY”), Korean Won, and Euros, but a majority of the
product is sourced in U.S. dollars. Management periodically reviews the Company’s exposure to currency fluctuations. This
exposure may change over time as business practices evolve and could have a material effect on the Company’s financial results
in the future. We use forward foreign exchange contracts to hedge specific exposures relating to intercompany payments and
anticipated, but not yet committed, intercompany sales (primarily parent company export sales to subsidiaries at pre-established
U.S. dollar prices). The terms of the forward foreign exchange contracts are generally matched to the underlying transaction being
hedged, and are typically under one year.
Because such contracts are directly associated with identified transactions, they are an effective hedge against fluctuations
in the value of the foreign currency underlying the transaction. We recognize in earnings (other income (expense), net) changes in
the fair value of all derivatives designated as fair value hedging instruments that are highly effective and recognize in accumulated
other comprehensive income any changes in the fair value of all derivatives designated as cash flow hedging instruments that are
highly effective and meet the other related accounting requirements. We generally do not hedge overseas sales denominated in
foreign currencies or translation exposures. Further, we do not enter into derivative instruments for trading or speculative
purposes and all of our derivatives were highly effective throughout the periods reported.
At December 31, 2008, we held forward foreign currency exchange contracts designated as fair value hedges with notional
amounts totaling $3.9 million, which are being used to hedge recorded foreign denominated liabilities and which will be settled in
JPY. Holding other variables constant, if there were a 10 percent decline in foreign exchange rates for the JPY, the fair market value
of the JPY contracts outstanding at December 31, 2008 would decrease by approximately $0.5 million, which would be expected to
be fully offset by foreign exchange gains on the amounts being hedged. The effect of an immediate 10 percent change in other
foreign exchange rates would not be expected to have a material effect on the Company’s future operating results or cash flows.
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Changes in Market Risk
Global credit and financial markets have been experiencing extreme disruptions in recent months, including severely
diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in
unemployment rates, and uncertainty about economic stability. There can be no assurance that there will not be further
deterioration in credit and financial markets and confidence in economic conditions. These economic uncertainties affect
businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business activities. The
current tightening of credit in financial markets may lead consumers and businesses to postpone spending, which may cause our
customers to delay their future orders with us. In addition, financial difficulties experienced by our suppliers or distributors could
result in product delays, increased accounts receivable defaults and inventory challenges. We are unable to predict the likely
duration and severity of the current disruptions in the credit and financial markets and adverse global economic conditions, and if
the current uncertain economic conditions continue or further deteriorate, our business and results of operations could be
materially and adversely affected.
Item 8. Financial Statements and Supplementary Data
The Reports of Independent Registered Public Accounting Firm, the consolidated financial statements and the financial
statement schedule that are listed in the Index to Consolidated Financial Statements and Financial Statement Schedule are
included herein on pages F-1 through F-40.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has
evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of the end of the period covered by this Form 10-K. There are inherent limitations to the effectiveness
of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding
of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives. Based upon this evaluation, our CEO and CFO concluded that, as of the end of
the period covered by this Form 10-K, our disclosure controls and procedures were effective in that they provided reasonable
assurance that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated
and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required
disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles
generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Our management has assessed the effectiveness of our internal control over financial
reporting as of December 31, 2008. In making its assessment, management has used the criteria set forth by the Committee of
Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control—Integrated Framework. Our management
concluded that based on its assessment, our internal control over financial reporting was effective as of December 31, 2008. The
Company’s internal control over financial reporting as of December 31, 2008 has been audited by Ernst & Young LLP, an
independent registered public accounting firm, as stated in their attestation report on the Company’s internal control over
financial reporting, which is included in this annual report.
There has been no change in our internal control over financial reporting during the quarter ended December 31, 2008 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by Item 10 has been omitted from this report, and is incorporated by reference to the sections
“Section 16(a) Beneficial Ownership Reporting Compliance,” “Election of Directors,” “Board Operations” and “Executive Officers”
in our definitive Proxy Statement for the 2009 Annual Meeting of Stockholders, which we will file with the SEC pursuant to
Regulation 14A within 120 days after the end of our 2008 fiscal year.
Item 11. Executive Compensation
Information required by Item 11 has been omitted from this report and is incorporated by reference to the sections “Board
Operations” and “Compensation and Other Information Concerning Officers and Directors” in our definitive Proxy Statement for
the 2009 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by Item 12 has been omitted from this report and is incorporated by reference to the sections “Stock
Ownership” and “Equity Compensation Plan Information” in our definitive Proxy Statement for the 2009 Annual Meeting of
Stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by Item 13 has been omitted from this report and is incorporated by reference to the sections “Certain
Relationships and Related Transactions” and “Board Operations” in our definitive Proxy Statement for the 2009 Annual Meeting
of Stockholders.
Item 14. Principal Accountant Fees and Services
Information required by Item 14 has been omitted from this report and is incorporated by reference to the section “Fees of
Independent Registered Public Accounting Firm and Report of the Audit Committee” in our definitive Proxy Statement for the
2009 Annual Meeting of Stockholders.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this annual report on Form 10-K:
(1) Financial Statements:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets — December 31, 2008 and 2007
Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2006, 2007 and 2008
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006
Notes to Consolidated Financial Statements
(2) Financial Statement Schedule:
Schedule II — Valuation and Qualifying Accounts
The Reports of Independent Registered Public Accounting Firm, consolidated financial statements and financial
statement schedule listed in the Index to Consolidated Financial Statements and Financial Statement Schedule on page
F-1 hereof are filed as part of this report, commencing on page F-2 hereof.
All other financial statement schedules are omitted as the required information is not applicable or the information is
shown in the consolidated financial statements or related notes.
(3) Exhibits:
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
Exhibit No. Description
2.01 Asset Purchase Agreement dated as of June 28, 2004 by and between International Rectifier Corporation,
IR Epi Service, Inc. and Advanced Technology Materials, Inc. (Filed as Exhibit 2.1 to ATMI’s Current
Report on Form 8-K on July 20, 2004, File No. 1-16239, and incorporated herein by reference). (1)
2.02 Agreement and Plan of Merger, dated as of January 4, 2008 by and among Advanced Technology
Materials, Inc., ATMI Acquisition Corp., and LevTech, Inc. (Filed as Exhibit 10.30 to ATMI’s 2007 Annual
Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
3.01 Restated Certificate of Incorporation dated as of July 30, 2005 (Filed as Exhibit 3 (i) to ATMI’s Current
Report on Form 8-K on August 3, 2005, File No. 1-16239, and incorporated herein by reference).
3.02 Amended and Restated Bylaws of ATMI dated December 17, 2008 (Filed as Exhibit 3.1 to ATMI’s Current
Report on Form 8-K on December 18, 2008, File No. 1-16239, and incorporated herein by reference).
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4.01 Specimen of ATMI’s Common Stock Certificate (Filed on September 10, 1997 as Exhibit 4.01 to the
Company’s Registration Statement on Form S-4, Registration No. 333-35323).
4.02 Rights Agreement, dated as of October 13, 2000, between ATMI, Inc. and Fleet National Bank, as Rights
Agent is filed herewith.
10.01* Employment Agreement between Eugene G. Banucci, Ph.D. and ATMI, Inc., effective as of January 1, 2005
(Filed as Exhibit 10.1 to ATMI’s Current Report on Form 8-K on September 19, 2005, File No. 1-16239, and
incorporated herein by reference).
10.02* Employment Agreement between Daniel P. Sharkey and ATMI, Inc. dated December 31, 2004 (Filed as
Exhibit 10.1 to ATMI’s Current Report on Form 8-K on January 5, 2005, File No. 1-16239, and incorporated
herein by reference).
10.03* Employment Agreement between Douglas A. Neugold and ATMI, Inc. dated December 31, 2004 (Filed as
Exhibit 10.1 to ATMI’s Current Report on Form 8-K/A on January 5, 2005, File No. 1-16239, and
10.04 Agreement of Lease between Melvyn J. Powers and Mary P. Powers d/b/a/ M&M Realty and Advanced
Technology Materials, Inc., dated December 23, 1994 is filed herewith.
10.05 First Amendment to Agreement of Lease dated as of November 22, 2000 by and between Commerce Park
Realty, LLC and Advanced Technology Materials, Inc. (Filed as Exhibit 10.05 to ATMI’s 2005 Annual
10.06 Second Amendment to Agreement of Lease dated as of March 24, 2003 by and between Commerce Park
10.07* ATMI’s 1995 Stock Plan is filed herewith.
10.08* ATMI’s 1997 Stock Plan, dated October 10, 1997 (Filed on April 6, 1998 as Exhibit 99.1 to the Company’s
Registration Statement on Form S-8, Registration No. 333-49561).
10.09* ATMI’s 1998 Stock Plan, dated May 20, 1998 (Filed on June 9, 1998 as Exhibit 99.1 to the Company’s
Registration Statement on Form S-8, Registration No. 333-56349).
10.10 Agreement of Lease between Seymour R. Powers, Leon Griss and Ruth Griss and Advanced Technology
Materials, Inc., dated November 24, 2000 is filed herewith.
10.11* ATMI’s 2000 Stock Plan, dated May 24, 2000 (Filed on September 20, 2000 as Exhibit 99.1 to the
10.12* ATMI’s 2003 Stock Plan (as amended May 21, 2003), (Filed on August 1, 2003 as Exhibit 4.6 to the
10.13* ATMI’s 1998 Employee Stock Purchase Plan, (as amended February 28, 2003), (Filed on August 1, 2003 as
Exhibit 4.7 to the Company’s Registration Statement on Form S-8, Registration No. 333-107591).
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10.14 Alliance Agreement dated as of May 16, 2003 by and between Advanced Technology Materials, Inc. on
its own behalf and on behalf of its Affiliates and Enthone, Inc. (Filed as Exhibit 10.15 to ATMI’s 2003
Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference). (1)
10.15 Stock Purchase Agreement dated as of July 14, 2003 by and among Advanced Technology Materials, Inc.,
Lente, LLC and the Persons listed on the signature page thereto (Filed as Exhibit 10.16 to ATMI’s 2003
Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference). (1)
10.16* Non-Employee Directors Deferred Compensation Program of ATMI, Inc. 1998 Stock Plan (Filed as
Exhibit 10.19 to ATMI’s 2005 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by
reference).
10.17* Form of ATMI, Inc. Executive Management Restricted Stock Grant Agreement (Filed as Exhibit 10.20 to
ATMI’s 2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.18* Form of ATMI, Inc. Employee Non-Qualified Stock Option Agreement (Filed as Exhibit 10.21 to ATMI’s
2006 Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.19 Agreement of Lease between West Real Estate and Management, Inc. and ATMI Packaging, Inc., and
ATMI, Inc., dated October 21, 2004 (Filed as Exhibit 10.23 to ATMI’s 2004 Annual Report on Form 10-K,
File No. 1-16239, and incorporated herein by reference).
10.20* Form of ATMI, Inc. Employee Restricted Stock Grant Agreement – Non-Executive Management (Filed as
reference).
10.21* Form of ATMI, Inc. Non-Employee Director Restricted Stock Grant (Filed as Exhibit 10.24 to ATMI’s 2006
Annual Report on Form 10-K, File No. 1-16239, and incorporated herein by reference).
10.22 First Amendment to Agreement of Lease dated as of March 24, 2003 by and between Seymour R. Powers,
Trustee, and Leon Griss and Advanced Technology Materials, Inc. (Filed as Exhibit 10.25 to ATMI’s 2005
10.23* Amendment to ATMI’s 1998 Employee Stock Purchase Plan (amended effective February 28, 2003 and
January 1, 2007), (Filed as Exhibit 99 to ATMI’s Form 10-Q for the quarter ended September 30, 2006, File
No. 1-16239, and incorporated herein by reference).
10.24 Second Amendment to Agreement of Lease dated as of January 18, 2007 by and between Seymour R.
Powers, Trustee, and Carole Kolsky, Deborah A. Tauber and Stephen L. Griss (as successors to Leon
Griss and Ruth Griss) and Advanced Technology Materials, Inc. (Filed as Exhibit 10.27 to ATMI’s 2006
10.25 Third Amendment to Agreement of Lease dated as of January 18, 2007 by and between Commerce Park
44
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10.26* Form of ATMI, Inc. Non-Employee Directors Non-Qualified Stock Option Agreement (Filed as
reference).
10.27* Employment Agreement between Timothy C. Carlson and ATMI, Inc. dated December 31, 2004 (Filed as
reference).
10.28* Amendment to Employment Agreement between Timothy C. Carlson and ATMI, Inc. dated August 1,
2005 (Filed as Exhibit 10.32 to ATMI’s 2007 Annual Report on Form 10-K, File No. 1-16239, and
10.29* Employment Agreement between Ellen Harmon and ATMI, Inc. dated January 14, 2008 (Filed as
Exhibit 10.33 to ATMI’s 2007 Annual Report Form 10-K, File No. 1-16239, and incorporated herein by
reference).
10.30* Amendment to Employment Agreement between Timothy C. Carlson and ATMI, Inc. dated January 31,
2008, effective as of September 7, 2007 (Filed as Exhibit 10.34 to ATMI’s 2007 Annual Report on Form 10-
K, File No. 1-16239, and incorporated herein by reference).
10.31* Amendment to Employment Agreement between Daniel P. Sharkey and ATMI, Inc. dated January 31,
2008, effective as of September 7, 2007 (Filed as Exhibit 10.35 to ATMI’s 2007 Annual Report on Form 10-
K, File No. 1-16239, and incorporated herein by reference).
10.32 First Amendment to Agreement of Lease between West Real Estate and Management, Inc. and ATMI
Packaging, Inc., and ATMI, Inc., dated September 23, 2008 is filed herewith.
10.33* Amendment to Employment Agreement between Douglas A. Neugold and ATMI, Inc. dated April 14, 2008
(Filed as Exhibit 10.2 to ATMI’s Current Report on Form 8-K, filed on April 16, 2008, File No. 1-16239, and
10.34* Amendment to Employment Agreement between Daniel P. Sharkey and ATMI, Inc. dated April 14, 2008
10.35* Amendment to Employment Agreement between Timothy C. Carlson and ATMI, Inc. dated April 14, 2008
10.36* Amendment to Employment Agreement between Ellen Harmon and ATMI, Inc. dated April 14, 2008 (Filed
as Exhibit 10.5 to ATMI’s Current Report on Form 8-K, filed on April 16, 2008, File No. 1-16239, and
10.37* First Amendment to Non-Employee Directors Deferred Compensation Program of ATMI, Inc. 1998 Stock
Plan (Filed as Exhibit 10.1 to ATMI’s Current Report on Form 8-K, filed on March 6, 2008, File No. 1-16239,
and incorporated herein by reference).
10.38* Amendment to The ATMI, Inc. 1998 Stock Plan (Filed as Exhibit 10.2 to ATMI’s Current Report on
Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated herein by reference).
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10.39* Amendment to The ATMI, Inc. 2000 Stock Plan (Filed as Exhibit 10.3 to ATMI’s Current Report on
Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated herein by reference).
10.40* ATMI, Inc. 2003 Stock Plan (as Amended May 21, 2003 and March 2, 2008) (Filed as Exhibit 10.4 to
ATMI’s Current Report on Form 8-K, filed on March 6, 2008, File No. 1-16239, and incorporated herein by
reference).
10.41* ATMI, Inc. Non-Employee Directors Deferred Compensation Program of ATMI, Inc. 2003 Stock Plan
(Filed as Exhibit 10.5 to ATMI’s Current Report on Form 8-K, filed on March 6, 2008, File No. 1-16239, and
21 Subsidiaries of ATMI, Inc. is filed herewith.
23 Consent of Independent Registered Public Accounting Firm is filed herewith.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act, as amended is filed herewith.
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities
32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is furnished herewith.
* Indicates a management contract or compensatory plan or arrangement.
(1) Portions omitted pursuant to a request for confidential treatment.
46
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ATMI, Inc.
February 20, 2009 By: /s/ Douglas A. Neugold

Douglas A. Neugold
President, Chief Executive Officer, and
Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Douglas A. Neugold President, Chief Executive Officer and February 20,
2009
Douglas A. Neugold Director (principal executive officer)
/s/ Timothy C. Carlson Executive Vice President, Chief Financial February 20,
2009
Timothy C. Carlson Officer and Treasurer (principal financial and
accounting officer)
/s/ Eugene G. Banucci, Ph.D. February 20,

2009
Eugene G. Banucci, Ph.D. Chairman of the Board and Director
/s/ Mark A. Adley February 20,

2009
Mark A. Adley Director
/s/ Robert S. Hillas February 20,

2009
Robert S. Hillas Director
/s/ Stephen H. Mahle February 20,

2009
Stephen H. Mahle Director
/s/ C. Douglas Marsh February 20,

2009
C. Douglas Marsh Director
/s/ Frederick C. Flynn, Jr. February 20,

2009
Frederick C. Flynn, Jr. Director
/s/ Cheryl L. Shavers, Ph.D. February 20,

2009
Cheryl L. Shavers, Ph.D. Director
47
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ATMI, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT

SCHEDULE
Page
Reports of Independent Registered Public Accounting Firm F-2
Audited Financial Statements
Consolidated Balance Sheets — December 31, 2008 and 2007 F-4
Consolidated Statements of Income for the years ended December 31, 2008, 2007, and 2006 F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2006, 2007, and 2008 F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007, and 2006 F-7
Notes to Consolidated Financial Statements F-8
Financial Statement Schedule
Schedule II — Valuation and Qualifying Accounts F-40
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of ATMI, Inc.
We have audited the accompanying consolidated balance sheets of ATMI, Inc. as of December 31, 2008 and 2007, and the
related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended
December 31, 2008. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial
statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial
position of ATMI, Inc. at December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for each of
the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles. Also, in
our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), ATMI, Inc.’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated February 18, 2009 expressed an unqualified opinion thereon.
/s/ ERNST & YOUNG LLP
Stamford, Connecticut
February 18, 2009
F-2
Table of Contents
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of ATMI, Inc.
We have audited ATMI, Inc.’s internal control over financial reporting as of December 31, 2008, based on criteria established
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(the COSO criteria). ATMI, Inc.’s management is responsible for maintaining effective internal control over financial reporting,
and for its assessment of the effectiveness of internal control over financial reporting included in Item 9A, “Management’s Report
on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, ATMI, Inc. maintained in all material respects, effective internal control over financial reporting as of
December 31, 2008, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of ATMI, Inc. as of December 31, 2008 and 2007, and the related consolidated statements
of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008 and our report
dated February 18, 2009 expressed an unqualified opinion thereon.
February 18, 2009
F-3
Table of Contents
ATMI, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
December 31, December 31,

2008 2007
Assets
Current assets:
Cash and cash equivalents $ 54,626 $ 104,807
Marketable securities, current portion 37,739 88,890
Accounts receivable, net of allowances of $958 and $670, respectively 42,229 61,405
Inventories, net 55,986 48,885
Income taxes receivable 4,847 1,104
Deferred income taxes 6,947 5,199
Prepaid expenses and other current assets 15,585 17,133
Total current assets 217,959 327,423
Property, plant, and equipment, net 136,425 106,171

Goodwill 33,355 13,730
Other intangibles, net 27,202 17,407
Marketable securities, non-current 3,655 —
Deferred income taxes, non-current 1,581 —
Other long-term assets 32,887 27,510
Total assets $ 453,064 $ 492,241
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 12,867 $ 22,735
Accrued liabilities 5,277 8,380
Accrued salaries and related benefits 6,445 10,961
Income taxes payable 635 2,647
Loans and notes payable, current 1,102 —
Other current liabilities 1,538 2,479
Total current liabilities 27,864 47,202
Deferred income taxes, non-current 5,469 912

Other long-term liabilities 10,834 9,744
Commitments and contingencies (Note 15)
Stockholders’ equity:
Preferred stock, par value $.01 per share: 2,000 shares authorized; none issued — —
Common stock, par value $.01 per share: 100,000 shares authorized; 39,199 and 38,981
issued and 31,268 and 33,164 outstanding in 2008 and 2007, respectively 392 390
Additional paid-in capital 421,040 412,423
Treasury stock at cost (7,931 and 5,817 shares in 2008 and 2007, respectively) (227,101) (168,844)
Retained earnings 214,300 180,973
Accumulated other comprehensive income 266 9,441
Total stockholders’ equity 408,897 434,383
Total liabilities and stockholders’ equity $ 453,064 $ 492,241
See accompanying notes.
F-4
Table of Contents
ATMI, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)

2008 2007 2006
Revenues $ 339,063 $ 364,088 $ 325,913

Cost of revenues 172,551 182,480 162,530
Gross profit 166,512 181,608 163,383
Operating expenses:
Research and development 37,809 29,879 26,217
Selling, general and administrative 88,781 99,227 90,149
Total operating expenses 126,590 129,106 116,366
Operating income 39,922 52,502 47,017
Interest income 3,126 7,689 8,353
Impairment of investments (3,432) — (260)
Other income (expense), net 530 (788) 746
Income before income taxes 40,146 59,403 55,856
Net income $ 33,327 $ 40,539 $ 39,961
Earnings per common share — basic $ 1.06 $ 1.19 $ 1.11
Weighted average shares outstanding — basic 31,447 34,169 36,083
Earnings per common share — diluted $ 1.04 $ 1.16 $ 1.08
Weighted average shares outstanding — diluted 32,078 35,093 36,859
F-5
Table of Contents
ATMI, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
Deferred Accumulated
Additional Equity- Other
Common Paid-in Based Treasury Retained Comprehensive
Stock Capital Compensation Stock Earnings Income (Loss) Total
Balance at December 31, 2005 $ 379 $ 367,393 $ (5,506) $ (12,118) $100,473 $ 2,099 $452,720
Issuance of 663 shares of common stock
pursuant to the exercise of employee stock
options 6 14,087 — — — — 14,093
pursuant to the employee stock purchase
plan 1 1,770 — — — — 1,771
Purchase of 3,163 treasury shares — — — (88,187) — — (88,187)
Reclassification of deferred equity-based
compensation — (5,506) 5,506 —
Equity based compensation — 9,364 — — — — 9,364
Income tax benefit from equity-based
compensation 2,235 — — — — 2,235
Other (3) 3 —
Net income — — — — 39,961 — 39,961
Reclassification adjustment related to
marketable securities sold in unrealized gain
position, net of $321 tax provision — — — — — 547 547
Change in fair value on available-for-sale
securities net of deferred income tax of $800 — — — — — 178 178
Change in fair value of derivative financial
instruments, net of deferred income tax of
$105 — — — — — — —
Cumulative translation adjustment — — — — — 2,814 2,814
Comprehensive income — — — — — — 43,500
Balance at December 31, 2006 383 389,346 — (100,305) 140,434 5,638 435,496

options 6 13,692 — — — — 13,698
plan 1 498 — — — — 499
compensation 1,289 — — — — 1,289
Net income — — — — 40,539 — 40,539
marketable securities sold in unrealized loss
position, net of $694 tax provision — — — — — 1,182 1,182
securities net of deferred income tax of $800 — — — — — 186 186
instruments, net of deferred income tax of
$46 — — — — — 78 78
Cumulative translation adjustment — — — — — 2,357 2,357
Balance at December 31, 2007 390 412,423 — (168,844) 180,973 9,441 434,383

options 1 1,318 — — — — 1,319
plan — 324 — — — — 324
compensation 276 — — — — 276
Other 1 (1) — — — — —
Net income — — — — 33,327 — 33,327
marketable securities sold in unrealized gain
position, net of $925 tax provision — — — — — (1,574) (1,574)
securities net of deferred income tax of $938 — — — — — (1,598) (1,598)
Reclassification adjustment to earnings related
to derivative financial instruments, net of
deferred income tax of $46 — — — — — (78) (78)
Cumulative translation adjustment — — — — — (5,925) (5,925)
Balance at December 31, 2008 $ 392 $ 421,040 $ — $(227,101) $214,300 $ 266 $408,897
F-6
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ATMI, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

2008 2007 2006
Operating activities
Net income $ 33,327 $ 40,539 $ 39,961
Adjustments to reconcile net income to cash provided by operating
activities:
Depreciation and amortization 24,141 21,795 20,764
Provision for bad debts 300 — —
Provision for inventory obsolescence 1,544 856 1,480
Deferred income taxes 2,039 (1,507) (2,279)
Income tax benefit from share-based payment arrangements 276 1,289 2,235
Excess tax benefit from share-based payment arrangements (241) (974) (660)
Equity-based compensation expense 6,700 7,598 9,364
Realized gain on sale of marketable securities (1,967) — —
Loss from equity-method investments 649 989 361
Impairment of investments 3,432 — 260
Impairment of property, plant, and equipment 177 815 153
Other 29 98 (375)
Changes in operating assets and liabilities, net of effect of
acquisitions:
Accounts receivable 20,608 (4,386) (7,980)
Inventories (9,489) (760) (7,749)
Other assets 2,579 (8,563) 2,535
Accounts payable (8,698) 2,163 8,095
Accrued expenses (7,821) (8,412) (1,703)
Income taxes (5,755) 3,868 (2,445)
Other liabilities (1,214) 9,536 15
Net cash provided by operating activities 60,616 64,944 62,032
Investing activities
Capital expenditures (50,621) (35,271) (27,560)
Proceeds from the sale of property, plant, and equipment 26 347 362
Acquisitions of cost-basis and equity-basis investments (10,000) (3,301) (2,578)
Acquisitions, net of cash acquired (33,091) — —
Proceeds from sale of a cost-basis investment — — 298
Purchases of marketable securities (44,856) (240,101) (179,901)
Proceeds from sales or maturities of marketable securities 85,886 298,800 261,790
Net cash (used for) provided by investing activities (52,656) 20,474 52,411
Financing activities
Excess tax benefit from share-based payment arrangements 241 974 660
Purchases of treasury stock (59,234) (68,400) (88,191)
Proceeds from exercise of stock options 1,643 14,195 15,863
Credit line borrowings 13,917 — —
Credit line repayments (12,815) — —
Other (293) (63) (92)
Net cash used for financing activities (56,541) (53,294) (71,760)
Effects of exchange rate changes on cash and cash equivalents (1,600) (913) (38)
Net (decrease) increase in cash and cash equivalents (50,181) 31,211 42,645
Cash and cash equivalents, beginning of year 104,807 73,596 30,951
Cash and cash equivalents, end of year $ 54,626 $ 104,807 $ 73,596
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash interest paid $ 229 $ 46 $ 29
Cash income taxes paid $ 14,109 $ 13,993 $ 18,830

F-7
Table of Contents
ATMI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies
Description of Business
ATMI, Inc. (the “Company,” “ATMI,” or “we”) believes it is among the leading suppliers of high performance materials, materials
packaging and materials delivery systems used worldwide in the manufacture of microelectronics devices. Our products consist of
“front-end” semiconductor performance materials, sub-atmospheric pressure gas delivery systems for safe handling and delivery
of toxic and hazardous gases to semiconductor process equipment, high-purity materials packaging and dispensing systems that
allow for the reliable introduction of low volatility liquids and solids to microelectronics and biopharmaceutical processes. ATMI
targets both semiconductor and flat-panel display manufacturers, whose products form the foundation of microelectronics
technology rapidly proliferating through the consumer products, information technology, automotive, and communications
industries. The market for microelectronics devices has historically grown and is continually changing, which drives demand for
new products and technologies at lower cost. ATMI’s objective is to meet the demands of microelectronics manufacturers with
solutions that maximize the efficiency of their manufacturing processes, reduce capital costs, and minimize the time to ramp new
processes and deliver new products. ATMI’s customers include many of the leading semiconductor and flat-panel display
manufacturers in the world who target leading edge technologies. ATMI also addresses an increasing number of critical materials
handling needs for the life sciences markets. Our proprietary containment, mixing, and bioreactor technologies are sold to the
biotechnology and laboratory markets, which we believe offer significant growth potential.
Consolidation
The consolidated financial statements include the accounts of all subsidiaries where control exists. Equity investments generally
consist of 20 percent to 50 percent owned operations where the Company exercises significant influence. Operations less than
20 percent owned, where the Company does not exercise significant influence, are generally carried at cost. Earnings from equity
investments are reported, net of income taxes, within the caption, “Other income (expense), net” on the consolidated statements
of income. Intercompany transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires
management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses.
While actual results could differ, management believes such estimates to be reasonable.
Revenue Recognition and Accounts Receivable
We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB 104”), which
requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists;
(2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectibility is reasonably
assured. Revenues from product sales are generally recognized upon delivery to a common carrier when terms are equivalent to
free-on-board (“FOB”) origin and upon receipt by a customer when terms are equivalent to FOB destination. In instances where
final acceptance of equipment is specified by the purchase agreement, revenue is deferred until all acceptance criteria have been
satisfied. Should changes in conditions cause management to determine these criteria are not met for certain future transactions,
revenue recognized for any reporting period could be adversely affected. We accrue for sales returns, warranty costs, and other
allowances based on a current evaluation of our experience based on stated terms of the transactions.
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ATMI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
1. Organization and Summary of Significant Accounting Policies (continued)
The Company uses an exclusive contract manufacturer (Matheson Tri-Gas), which is also an exclusive distribution partner, for the
manufacture and distribution of its SDS products (the “Licensed Products”). Under the terms of the manufacturing agreement,
ATMI retains the right to manufacture 25 percent of all Licensed Products, while the contract manufacturer has the right to
manufacture 75 percent of all Licensed Products. Upon completion of manufacture, ATMI purchases all Licensed Products
produced by the contract manufacturer. Under the terms of the distribution agreement, ATMI receives payment from the
distributor based upon a formula which is dependent on the sale price obtained by the distributor to its customer. ATMI
recognizes revenue from the sale of Licensed Products to this distribution partner when the distributor sells the Licensed
Products to its customers, because that is when the sales price becomes fixed and determinable by the Company. During the years
ended December 31, 2008, 2007 and 2006, ATMI recognized $83.8 million, $86.4 million, and $77.5 million of revenues from this
distributor, respectively. During the years ended December 31, 2008, 2007 and 2006, ATMI recognized revenues from a Taiwanese
foundry of $36.6 million, $38.9 million, and $24.4 million, respectively.
Billings to customers for shipping and handling are included in revenues. Costs incurred for shipping and handling of products
are charged to cost of revenues. Credit is extended to customers based on an evaluation of each customer’s financial condition;
generally, collateral is not required. However, given the current economic environment, several customers have been put on cash
terms. Revenues are presented in the consolidated financial statements net of sales allowances and discounts. Accounts
receivable are presented in the consolidated financial statements net of the allowance for doubtful accounts. Taxes collected from
customers and remitted to governmental authorities are presented on a net basis; that is, they are excluded from revenues.
Allowance for Doubtful Accounts
The allowance for doubtful accounts is established to represent our best estimate of the net realizable value of the outstanding
accounts receivable balances. We estimate our allowance for doubtful accounts based on past due amounts and historical write-
off experience, as well as trends and factors surrounding the credit risk of the markets we operate in and the financial viability of
specific customers. In an effort to identify adverse trends, we assess the financial health of the markets we operate in and perform
periodic credit evaluations of our customers and ongoing reviews of account balances and agings of receivables. Amounts are
considered past due when payment has not been received within the time frame of the credit terms extended. Write-offs are
charged directly against the allowance for doubtful accounts and occur only after all collection efforts have been exhausted.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash
and cash equivalents, marketable securities, accounts receivable, and currency forward exchange contracts. The Company invests
its cash and cash equivalents and marketable securities in U.S. Government and municipal debt obligations and other corporate
debt obligations. The Company had amounts due from two customers that accounted for approximately 39 percent and 40 percent
of accounts receivable at December 31, 2008 and 2007, respectively.
Research and Development
Costs associated with the development of new products and improvements to existing products are charged to expense as
incurred.
Cash and Cash Equivalents and Marketable Securities
Highly liquid investments with maturities of three months or less, when acquired, are classified as cash and cash equivalents.
Investments in publicly traded securities with maturities greater than three months, when acquired, are classified as marketable
securities.
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ATMI, INC.
We account for marketable securities in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115,
“Accounting for Certain Investments in Debt and Equity Securities” as amended by FASB Staff Position FAS 115-1 and FAS 124-
1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments,” (“FSP 115-1”). FSP115-1
provides guidance on determining when investments in certain debt and equity securities are considered impaired, whether that
impairment is other-than-temporary, and on measuring such impairment loss. FSP 115-1 also includes accounting considerations
subsequent to the recognition of other-than-temporary impairment losses and requires certain disclosures about unrealized losses
that have not been recognized as other-than-temporary impairments. All of the Company’s marketable securities are classified as
available-for-sale as of the balance sheet date and are reported at fair value, with unrealized gains and losses included in
stockholders’ equity as a component of accumulated other comprehensive income, net of applicable taxes. Marketable securities
that are in a temporarily impaired position, where management has the ability and intent to hold until anticipated recovery or
maturity, are classified as either current or non-current based on the remaining contractual maturity of the security. Those
securities in a temporarily impaired position with contractual maturities greater than one year are classified as non-current.
At December 31, 2008 and 2007, the Company held time deposits of $9.5 million and $10.7 million, respectively, in South Korea
which were classified as marketable securities.
Non-marketable Equity Securities
We selectively invest in non-marketable equity securities of private companies, which range from early-stage companies that are
often still defining their strategic direction to more mature companies whose products or technologies may directly support an
ATMI product or initiative. At December 31, 2008, the carrying value of our portfolio of strategic investments in non-marketable
equity securities totaled $22.4 million ($15.4 million in 2007), of which $13.2 million are accounted for at cost ($5.4 million in 2007),
and $9.2 million are accounted for using the equity method of accounting ($10.0 million in 2007). Non-marketable equity securities
are included in the consolidated balance sheets under the caption “Other long-term assets.” ATMI’s share of the income or
losses of all equity-method investees, using the most current financial information available, which is one month behind ATMI’s
normal closing date, is included in our results of operations from the investment date forward.
We review our investments quarterly for indicators of impairment; however, for non-marketable equity securities, the impairment
analysis may require significant judgment to identify events or circumstances that would likely have a significant adverse effect
on the fair value of the investment. The indicators that we use to identify those events or circumstances include (a) the investee’s
revenue and earnings trends relative to predefined milestones and overall business prospects, (b) the technological feasibility of
the investee’s products and technologies, (c) the general market conditions in the investee’s industry or geographic area,
including adverse regulatory or economic changes, (d) factors related to the investee’s ability to remain in business, such as the
investee’s liquidity, and the rate at which the investee is using its cash, and (e) the investee’s receipt of additional funding at a
lower valuation.
Investments identified as having an indicator of impairment are subject to further analysis to determine if the investment is other-
than-temporarily impaired, in which case we write the investment down to its fair value, using the framework established by SFAS
No. 157, “Fair Value Measurements.” When an investee is not considered viable from a financial or technological point of view,
we write down the entire investment since we consider the estimated fair market value to be nominal. If an investee obtains
additional funding at a valuation lower than our carrying amount or requires a new round of equity funding to stay in operation
and the new funding does not appear imminent, we presume that the investment is other-than-temporarily impaired, unless
specific facts and circumstances indicate otherwise. We recognized a $1.6 million impairment in our portfolio of non-marketable
equity securities in 2008 (none in 2007 and $0.3 million in 2006). Recognized losses associated with investment impairments are
included in the consolidated statements of income under the caption “Impairment of investments.”
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ATMI, INC.
In July 2005, ATMI purchased 30 percent of the outstanding common stock of Anji Microelectronics Co., Ltd. (“Anji”), an entity
in the development stage of researching and developing advanced semiconductor materials with primary operations in Shanghai,
China. We have determined that Anji is a variable interest entity, in accordance with Financial Accounting Standards Board
(“FASB”) Interpretation No. 46(R), “Consolidation of Variable Interest Entities” (“FIN 46R”). However, we have determined that
we are not the primary beneficiary of Anji because we are not expected to absorb the majority of the expected losses, nor would
ATMI receive a majority of the expected residual returns. ATMI accounts for this investment using the equity method of
accounting. The carrying value of ATMI’s investment in Anji exceeds ATMI’s share of Anji’s net assets by approximately
$5.6 million. The carrying value of our investment in Anji represents the cash paid, less our share of the losses, and pursuant to
an independent valuation obtained, the excess purchase price over the underlying net assets is deemed to be goodwill. At
December 31, 2008 the fair value of a guarantee ATMI provided on behalf of Anji was $0.2 million (see Note 15), and our maximum
exposure to loss is $8.8 million, and consists of $6.0 million of our carrying value in this investment, plus $2.8 million outstanding
under Anji’s bank line of credit, which is guaranteed by ATMI.
Inventories
Inventories are stated at the lower of cost or market, using the first-in, first-out (“FIFO”) method. Inventory valuation reserves are
established in order to report inventories at the lower of cost or market value on our consolidated balance sheets. The
determination of inventory valuation reserves requires management to make estimates and judgments on the future salability of
inventories. Valuation reserves for excess, obsolete, and slow-moving inventory are estimated by comparing the inventory levels
of individual parts to both future sales forecasts or production requirements and historical usage rates in order to identify
inventory where the resale value or replacement value is less than inventory cost. Other factors that management considers in
determining these reserves include whether individual inventory parts or chemicals meet current specifications and cannot be
substituted for or reworked into a part currently being sold or used as a service part, overall market conditions, and other
inventory management initiatives.
As of December 31, 2008 and 2007 we had $2.4 million and $2.3 million, respectively, of inventory valuation reserves recorded.
Property, Plant, and Equipment, net
Property, plant, and equipment are carried at cost, net of accumulated depreciation. Depreciation is calculated on the straight-line
method based on the estimated useful lives of the assets, which range from 3 to 35 years (see Note 7). The estimated useful life
represents the projected period of time that the asset will be productively employed by the Company and is determined by
management based on many factors, including historical experience with similar assets and technological life cycles.
Circumstances and events relating to these assets are monitored to ensure that changes in asset lives or impairments are
identified and prospective depreciation expense or impairment expense is adjusted accordingly. The depreciation periods used
are: buildings, 15 to 35 years; machinery and equipment, 3 to 10 years; cylinders and canisters, 7 to 10 years; furniture and
fixtures, 5 years; and leasehold improvements, over the lesser of the lease term or estimated useful life. We use accelerated
depreciation methods for tax purposes where appropriate.
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ATMI, INC.
Asset-Retirement Obligations
An asset-retirement obligation (“ARO”) is recognized in the period in which sufficient information exists to determine the fair
value of the liability with a corresponding increase to the carrying amount of the related property, plant, and equipment which is
then depreciated over its useful life. The liability is initially measured at discounted fair value and then accretion expense is
recorded in each subsequent period. The Company’s AROs are primarily associated with two leased facilities where we have
made substantial modifications to the leased property and we are obligated to restore the facilities at the end of the contractual
term of each lease.
Income Taxes
We adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an Interpretation of
FASB Statement No. 109” (“FIN 48”) on January 1, 2007. FIN 48 provides a comprehensive model for the recognition,
measurement, and disclosure in financial statements of uncertain income tax positions that a company has taken or expects to take
on a tax return. Under FIN 48, the Company can recognize the benefit of an income tax position only if it is more likely than not
(greater than 50 percent) that the tax position will be sustained upon tax examination, based solely on the technical merits of the
tax position. Otherwise, no benefit can be recognized. The tax benefits recognized are measured based on the largest benefit that
has a greater than 50 percent likelihood of being realized upon ultimate settlement. Additionally, the Company accrues interest
and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax
laws, which is included in income tax expense. Adoption of FIN 48 did not result in a cumulative effect adjustment to retained
earnings. See Note 11 for more information and disclosures on income taxes.
Fair Value
Effective January 1, 2008, we adopted SFAS No. 157, “Fair Value Measurements.” This statement defines fair value, establishes a
framework for measuring fair value and expands the related disclosure requirements. This statement applies under other
accounting pronouncements that require or permit fair value measurements. On February 6, 2008, the FASB issued Staff Position
(“FSP”) SFAS No. 157-2, “Effective Date of FASB Statement No. 157,” which deferred the effective date of SFAS 157 to fiscal
years beginning after November 15, 2008, and interim periods within those fiscal years, for all nonfinancial assets and nonfinancial
liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. These
nonfinancial items include assets and liabilities such as reporting units measured at fair value in a goodwill impairment test and
nonfinancial assets acquired and liabilities assumed in a business combination. On October 10, 2008, the FASB issued Staff
Position (“FSP”) SFAS No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not
Active.” FSP SFAS No. 157-3 does not change the fair value measurement principles of SFAS No. 157, but rather provides
guidance for the application of those measurement principles in the extreme inactive markets that currently exist. The effect of
adoption of SFAS No. 157 is discussed in more detail in Note 6.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities —
Including an amendment of FASB Statement No. 115,” which permits entities to elect to measure many financial instruments and
certain other items at fair value that are not currently required to be measured at fair value. This election is irrevocable. SFAS
No. 159 was effective for ATMI on January 1, 2008. We did not elect to apply the fair value option to any of our financial
instruments.
See Note 6 for more information on the methods and assumptions used to estimate the fair value of our other financial
instruments.
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ATMI, INC.
Foreign Currency Exchange Contracts
We use forward foreign currency exchange contracts to hedge specific or anticipated exposures relating to intercompany
payments (primarily U.S. export sales to subsidiaries at pre-established U.S. dollar prices), intercompany loans and other specific
and identified exposures. The terms of the forward foreign currency exchange contracts are matched to the underlying transaction
being hedged, and are typically under one year. Because such contracts are directly associated with identified transactions, they
are an effective hedge against fluctuations in the value of the foreign currency underlying the transaction.
Changes in the fair value of derivatives designated as fair-value hedges are recognized in earnings as an offset to the change in
the fair values of the underlying exposures being hedged. The changes in fair value of derivatives that are designated as cash-
flow hedges are deferred in accumulated other comprehensive income (loss) and are recognized in earnings as the underlying
hedged transaction occurs. Any ineffectiveness is recognized in earnings immediately. We do not enter into derivative
instruments for trading or speculative purposes and all of our derivatives were highly effective throughout the periods reported.
At December 31, 2008, we did not have any cash flow hedges outstanding.
Counterparties to forward foreign currency exchange contracts are primarily major banking institutions with credit ratings of
investment grade or better and no collateral is required. There are no significant risk concentrations. Management believes the
risk of incurring losses on derivative contracts related to credit risk is remote.
Goodwill and Other Intangible Assets
The assets and liabilities of acquired businesses are recorded under the purchase method of accounting at their estimated fair
values at the dates of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying net assets of
acquired businesses.
Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment testing. The
identification and measurement of goodwill impairment involves the estimation of the fair value of reporting units. The estimates
of fair value of reporting units are based on the best information available as of the date of the assessment, which primarily
incorporate management assumptions about expected future cash flows and contemplate other valuation techniques. No goodwill
impairment has been recorded to date.
Other Long-Lived Assets
We evaluate the potential impairment of other long-lived assets when appropriate. If the carrying value of assets exceeds the sum
of the undiscounted expected future cash flows, the carrying value of the asset is written down to fair value. We amortize
acquired patents and other amortizable intangible assets over their estimated useful lives. All amortizable intangible assets are
amortized using the straight-line method over the estimated useful lives of the assets, ranging from 3 to 14 years.
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ATMI, INC.
Translation of Foreign Currencies
We conduct business in many different currencies and, accordingly, are subject to the inherent risks associated with foreign
exchange rate movements. The financial position and results of operations of many of our foreign subsidiaries are measured using
the local currency as the functional currency. Foreign currency denominated assets and liabilities are translated into U.S. dollars
at the exchange rates existing at the respective balance sheet dates, and income and expense items are translated at the average
exchange rates during the respective periods. The aggregate effects of translating the balance sheets of these subsidiaries are
deferred as a separate component of Stockholders’ Equity.
Equity-based Compensation
Awards under the Company’s equity-based compensation plans are accounted for under the fair value recognition provisions of
SFAS No. 123 (Revised 2004), “Share-Based Payment” (SFAS No. 123(R)). Equity-based compensation expense is recorded for all
unvested stock options as of January 1, 2006 and those subsequently granted and is recognized on a straight-line basis over the
stated vesting period.
Recently Issued Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141(R)), which replaces SFAS
No. 141, “Business Combinations.” SFAS 141(R) retains the underlying concepts of SFAS 141 in that all business combinations
are still required to be accounted for at fair value under the acquisition method of accounting but SFAS 141(R) changed the
method of applying the acquisition method in a number of significant aspects. Acquisition costs will generally be expensed as
incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be
recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business
combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation
allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS 141(R) is
effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the
first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred
taxes and acquired tax contingencies. SFAS 141(R) amends SFAS 109 such that adjustments made to valuation allowances on
deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of SFAS 141(R)
would also apply the provisions of SFAS 141(R). The Company is required to apply SFAS No. 141(R) prospectively to business
combinations occurring on or after January 1, 2009. We do not expect the changes associated with the determination of income
taxes of this new statement will have a material effect on the determination or reporting of our financial results.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an
amendment of ARB No. 51.” This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on
or after December 15, 2008, with earlier adoption prohibited. This statement requires the recognition of a noncontrolling interest
(minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net
income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement.
It also amends certain of ARB No. 51’s consolidation procedures for consistency with the requirements of SFAS 141(R). We do
not expect that the statement will have a material effect on the reporting of our results of operations.
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ATMI, INC.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an
amendment of FASB Statement No. 133” (“SFAS 161”). This new standard requires enhanced disclosures for derivative
instruments, including those used in hedging activities. It is effective for fiscal years and interim periods beginning after
November 15, 2008, and will be applicable to the Company beginning on January 1, 2009. We have concluded that it will not have
a material effect on the determination or reporting of our financial results.
In April 2008, the FASB issued FSP SFAS 142-3, “Determination of the Useful Life of Intangible Assets.” FSP SFAS 142-3 amends
the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.” Previously, under the provisions of
SFAS No. 142, an entity was precluded from using its own assumptions about renewal or extension of an arrangement where there
was likely to be substantial cost or material modifications. FSP SFAS 142-3 removes the requirement of SFAS No. 142 for an entity
to consider whether an intangible asset can be renewed without substantial cost or material modification to the existing terms and
conditions and requires an entity to consider its own experience in renewing similar arrangements. FSP SFAS 142-3 also increases
the disclosure requirements for a recognized intangible asset to enable a user of financial statements to assess the extent to which
the expected future cash flows associated with the asset are affected by the entity’s intent or ability to renew or extend the
arrangement. FSP SFAS 142-3 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal
years. Early adoption is prohibited. The guidance for determining the useful life of a recognized intangible asset is applied
prospectively to intangible assets acquired after the effective date. Accordingly, we do not anticipate that the initial application of
FSP SFAS No. 142-3 will have a material impact on the Company. The disclosure requirements must be applied prospectively to all
intangible assets recognized as of, and subsequent to, the effective date.
In December 2007, the Emerging Issues Task Force (EITF) issued Issue No. 07-1, “Accounting for Collaborative Arrangements.”
This Issue is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years, and shall be applied retrospectively to all prior periods presented for all collaborative arrangements
existing as of the effective date. This Issue requires that transactions with third parties (i.e., revenue generated and costs incurred
by the partners) should be reported in the appropriate line item in each company’s financial statement pursuant to the guidance in
EITF Issue No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent.” This Issue also includes enhanced
disclosure requirements regarding the nature and purpose of the arrangement, rights and obligations under the arrangement,
accounting policy, amount and income statement classification of collaboration transactions between the parties. We have
concluded that it will not have a material effect on the determination or reporting of our financial results.
Certain 2007 and 2006 amounts in the accompanying consolidated financial statements have been reclassified to conform to the
2008 presentation. In the consolidated statements of cash flows, we have disclosed separately the change in accrued expenses,
which was previously included as a component of “other liabilities.” In the consolidated balance sheets, at December 31, 2007,
$4.4 million has been reclassified from “Deferred income taxes” to “Prepaid expenses and other current assets” because the
amount relates to prepaid income taxes. The effect of this reclassification in the consolidated balance sheets appears as a
reclassification in the consolidated statements of cash flows under the headings, “Deferred income taxes” and “Other assets”,
both within operating activities. The effect of these reclassifications was not material to our financial position or results of
operations.
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ATMI, INC.
Other
As a result of the redirection of certain supply chain and operations activities associated with the 2007 organizational changes
(which we announced in September 2007, but which didn’t become effective until January 1, 2008), certain associated expenses
have been realigned from selling, general, and administrative expense (“SG&A”) to cost of revenues in 2008. These activities
include those functions in two of our locations that were previously focused on supporting and administering plant operations,
whereas in the current organization, those activities have been focused on improving our global supply chain capabilities and
overall customer satisfaction. This change reduced gross margin and SG&A as a percentage of revenues by approximately 180
basis points, respectively.
2. Insurance Claim Recoveries
During 2007, a fire at a contract manufacturer in Taiwan destroyed approximately $1.8 million of ATMI’s assets, all of which has
been recovered from our insurers. As a result of the fire, we filed a business interruption claim with our insurance carrier during
the second quarter of 2008, and recovered $2.4 million related to this claim, which has been recorded as an offset to cost of
revenues in our consolidated statements of income, and has been included as a component of operating cash flows in our
consolidated statements of cash flows. We have supplied our customers in this region from our U.S. manufacturing operations,
and expect to continue to supply our customers in this region from our U.S. manufacturing operations.
3. Marketable Securities
Marketable securities include at December 31, (in thousands):
2008 2007
Gross Gross
Unrealized Estimated Unrealized Estimated
Cost Gain (Loss) Fair Value Cost Gain (Loss) Fair Value
Securities in unrealized gain
position:
Common stock $ 251 $ 296 $ 547 $ 971 $ 3,871 $ 4,842
Government debt obligations (1) 22,325 205 22,530 49,666 199 49,865
GS (2) debt obligations 3,000 10 3,010 — — —
Subtotal 25,576 511 26,087 50,637 4,070 54,707
Securities in unrealized loss

position:
Common stock 192 (117) 75 — — —
Auction rate security (3) 5,000 (1,345) 3,655 — — —
Subtotal 5,192 (1,462) 3,730 — — —
Securities at amortized cost:

Corporate debt obligations 9,502 — 9,502 10,683 — 10,683
Government debt obligations (1) 2,075 — 2,075 23,500 — 23,500
Subtotal 11,577 — 11,577 34,183 — 34,183
Total marketable securities $ 42,345 $ (951) $ 41,394 $ 84,820 $ 4,070 $ 88,890
(1) State and municipal government debt obligations.

(2) Government Sponsored.
(3) Massachusetts Educational Financing Authority security (student loan portfolio) – see Note 6 for
more information.
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ATMI, INC.
3. Marketable Securities (continued)
In 2008 we realized a $2.0 million gain on sale of an available-for-sale marketable equity security.
The amortized cost and estimated fair value of available-for-sale securities, by contractual maturity, as of December 31, 2008 are
shown below; expected maturities may differ from contractual maturities because the issuers of the securities may exercise the
right to prepay obligations without prepayment penalties.
Estimated
Cost Fair Value
Due in one year or less $ 30,943 $ 31,138

Due between one and three years 5,959 5,978
Auction rate security (due in 2038) 5,000 3,655
41,902 40,771
Common stock 443 623
$ 42,345 $ 41,394
At December 31, 2007, Company did not have any marketable securities in an unrealized loss position.
This table shows the Company’s marketable securities that were in an unrealized loss position at December 31, 2008, and also
shows the duration of time the security had been in an unrealized loss position:
Less Than 12 Months 12 Months or Greater Total

Unrealized Unrealized Unrealized
Fair Value Losses Fair Value Losses Fair Value Losses
Common stock $ 75 $ (117) $ — $ — $ 75 $ (117)

Auction rate security 3,655 (1,345) — — 3,655 (1,345)
Total $ 3,730 $ (1,462) $ — $ — $ 3,730 $ (1,462)
The unrealized loss for the investment in common stock is not characterized as other than temporary because we have the current
intent and ability to hold this security until a recovery in the market. We have not characterized the unrealized loss for the auction
rate security as other than temporary because we have the ability and current intent to hold this security until a future auction for
this security is successful, the security has been called by the issuer, until market conditions improve, or until maturity, if
necessary (see Note 6 for more information).
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ATMI, INC.
4. Inventories
Inventories include at December 31, (in thousands):
2008 2007
Raw materials $ 15,588 $ 16,005
Work in process (1) 1,209 1,382
Finished goods (2) 41,558 33,815
58,355 51,202
Excess and obsolescence reserve (2,369) (2,317)
Inventories, net $ 55,986 $ 48,885
(1) The 2007 work in process balance has been increased by $0.3 million, with a corresponding decrease
in 2007 finished goods inventory, which represents a reclassification of unamortized standard cost
adjustments at December 31, 2007 in order to conform to the 2008 presentation.
(2) $5.1 million and $6.0 million of finished goods inventory resides at non-ATMI consignment locations
at December 31, 2008 and 2007, respectively.
As of December 31, 2008, the Company had commitments for inventory purchases of $1.9 million.
5. Foreign Currency Exchange Contracts
amounts totaling $3.9 million, all of which will be settled in Japanese Yen. The fair market value (gain or loss) on these contracts
was not significant as of December 31, 2008.
amounts totaling $10.7 million and forward foreign currency exchange contracts designated as cash flow hedges with notional
amounts totaling $9.0 million, all of which were settled in Japanese Yen. The fair market value (gain or loss) on these contracts was
not significant as of December 31, 2007.
6. Fair Value Measurements
We adopted SFAS No. 157 effective January 1, 2008 for financial assets and liabilities measured on a recurring basis. SFAS
No. 157 applies to all financial assets and financial liabilities that are being measured and reported on a fair value basis. There was
no impact upon adoption of SFAS No. 157 to the consolidated financial statements. The statement requires fair value
measurements be classified and disclosed in one of the following three categories:
Level 1 — Quoted prices in active markets for identical assets and liabilities. Level 1 assets and liabilities consist of cash,
certificates of deposit, money market fund deposits, certain of our marketable equity instruments, and forward foreign currency
exchange contracts that are traded in an active market with sufficient volume and frequency of transactions.
Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in
markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all
significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially
the full term of the assets or liabilities. Level 2 assets include certain of our marketable debt instruments with quoted market prices
that are traded in less active markets or priced using a quoted market price for similar instruments.
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ATMI, INC.
6. Fair Value Measurements (continued)
Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or
liabilities. Level 3 assets consisted of one Massachusetts Educational Financing Authority (“MEFA”) auction rate security,
comprising part of a student loan portfolio, with a par value of $5.0 million, a stated maturity date in 2038, and a reset date of
March 12, 2009. In March 2008, the annual auction for this security failed, and as a result, the tax-exempt coupon rate of interest
was reset to the default interest rate of 6.55 percent from its previous rate of 3.75 percent. This rate will reset to Libor plus 300
basis points upon any future auction failure. We will not have access to these funds until a future auction for this auction rate
security is successful, the security has been called by the issuer, or until we sell the security in a secondary market. Currently,
despite a AA credit rating and a premium coupon rate, no secondary market is active given the current turmoil in the credit
markets. MEFA has begun to call some of their securities, at par value, and refinance them at lower interest rates due to formulaic
and required contractual increases in interest rates necessitated by failed auctions. During 2008, $270 million of MEFA securities
have been refinanced by that agency, including some of the same series we hold, most with interest rates in excess of the coupon
rate on our security. We believe MEFA will be able to meet their obligations with regard to this security. Additionally, the
investment manager ATMI used to purchase this security has entered into a settlement agreement with the New York Attorney
General and representatives from other states to pay a penalty and to repurchase auction rate securities, at par value, from certain
groups of clients.
As of December 31, 2008 we have recorded a temporary impairment charge of $1.3 million within the caption “accumulated other
comprehensive income” on the consolidated balance sheets based upon an independent third-party valuation we received for this
auction rate security. The valuation of this security incorporated assumptions about the anticipated term and the yield that a
market participant would require to purchase such a security in the current market environment. We have the ability and current
intent to hold this security until a future auction for this security is successful, the security has been called by the issuer, until
market conditions improve, or until maturity, if necessary. At December 31, 2008, we have included this security under the caption
“marketable securities, non-current” on the consolidated balance sheets.
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ATMI, INC.
Assets / Liabilities Measured at Fair Value on a Recurring Basis
This table summarizes the Company’s assets (liabilities) measured at fair value on a recurring basis at December 31, 2008 (in
thousands):
Fair Value Measured Using

Quoted
Prices in Other
Active Observable Unobservable
Markets Inputs Inputs
Total (Level 1) (Level 2) (Level 3)
Cash, cash equivalents, and available-for-sale

marketable securities $ 96,020 $ 66,346 $ 26,019 $ 3,655
Derivative liabilities $ (261) $ (261) — —
The company recorded a gain of $0.1 million for the year ended December 31, 2008, and losses of $0.5 million and $0.2 million for
the years ended December 31, 2007 and 2006, respectively, under the caption “Other income (expense), net” in the consolidated
statements of income, related to changes in the fair value of its financial instruments for forward foreign currency exchange
contracts accounted for as fair value hedges.
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ATMI, INC.
This table presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) for the year ended December 31, 2008 (in thousands).
Year Ended December 31, 2008

Fair Value Measurements Using
Significant Unobservable Inputs
(Level 3)
Available-For-
Sale Marketable
Securities Total
Balance at December 31, 2007 $ — $ —

Total gains (losses), realized and unrealized
Included in net income — —
Included in other comprehensive income (1,345) (1,345)
Purchases, issuances, and settlements, net — —
Transfers into (out) of Level 3 5,000 5,000
Balance at December 31, 2008 $ 3,655 $ 3,655
Assets / Liabilities Measured at Fair Value on a Nonrecurring Basis
In 2008, Ceradyne, Inc. (“Ceradyne”) completed its acquisition of SemEquip, Inc., an entity in which ATMI had previously
invested. Ceradyne paid $25 million in cash at the closing and is committed to contingent consideration up to $100 million over the
next 15 years, based on SemEquip revenues achieved during that period. Prior to the acquisition, ATMI’s cost-basis investment
in SemEquip was $2.2 million. ATMI received $0.6 million representing its share of the closing proceeds and wrote off the
remaining balance from our investment in SemEquip of $1.6 million due to the uncertainty of collecting any amounts in the future
related to the earnout. The write off is included in the caption, “Impairment of Investments” in the consolidated statements of
income.
Also in 2008, due to changes in events and circumstances related to a convertible note due from an early-stage semiconductor
materials venture, the fair value of this investment was significantly impacted, resulting in a $1.8 million impairment charge,
representing the full value of the note. ATMI’s interest in this note, in the event of default, is secured by certain technology
owned by the venture, but recoverability of amounts due became unlikely. The fair value measurement was calculated using
unobservable inputs, classified as Level 3, requiring significant management judgment due to the absence of quoted market
prices, inherent lack of liquidity, and the long-term nature of this investment. The impairment charge is included in the caption,
“Impairment of Investments” in the consolidated statements of income. If amounts due, including interest, are collected in the
future, we will recognize a gain for those amounts.
Due to their nature, the carrying value of cash, receivables, and payables approximates fair value.
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ATMI, INC.
7. Property, Plant and Equipment, Net
Property, plant, and equipment, net, consists of the following (in thousands):
December 31,
2008 2007
Land $ 1,063 $ 1,234
Buildings 24,910 24,402
Machinery and equipment 141,874 113,958
Cylinders and canisters 34,744 22,656
Furniture and fixtures 2,713 3,145
Leasehold improvements 21,668 17,240
Construction in progress 15,353 14,126
242,325 196,761
Accumulated depreciation and amortization (105,900) (90,590)
$ 136,425 $ 106,171
Depreciation and amortization expense for property, plant, and equipment for the years ended December 31, 2008, 2007, and 2006
was $20.1 million, $18.6 million, and $17.4 million, respectively.
Fully depreciated assets, which were no longer in use, of approximately $3.0 million and $1.2 million were written off in the years
ended December 31, 2008 and 2007, respectively.
We recognized impairment losses from property, plant, and equipment of $0.2 million, $0.8 million, and $0.2 million in the years
ended December 31, 2008, 2007 and 2006, respectively.
As of December 31, 2008, the Company had commitments for capital expenditures of $5.5 million; including a $4.2 million
commitment to purchase a high-productivity combinatorial science-based research (“HPC”) tool for use in research and
development (see Note 9 for more information).
This table shows amounts recorded in the consolidated statements of income related to depreciation and amortization expense for
property, plant, and equipment (in thousands):

2008 2007 2006
Cost of revenues $ 9,207 $ 7,499 $ 7,695

Research and development 3,681 2,984 2,550
Total depreciation and amortization $ 20,066 $ 18,563 $ 17,386
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ATMI, INC.
8. Goodwill and Other Intangibles
On January 4, 2008, ATMI acquired all of the outstanding capital stock of LevTech, Inc. (“LevTech”), a market-leading provider of
disposable mixing technologies to the biotechnology and pharmaceutical industries based in Lexington, Kentucky, for a cash
payment of $27.7 million, including direct acquisition costs. Of this amount, $5.0 million remains in escrow and is expected to be
disbursed in March of 2009. The acquisition was recorded under the purchase method of accounting and, accordingly, LevTech’s
results of operations are included in the Company’s financial statements from the date of acquisition (January 4, 2008). The
purchase price was allocated to assets acquired and liabilities assumed based on an evaluation of their respective fair values at
the date of acquisition as summarized below (in thousands).
Identified intangible assets $ 8,900

Net deferred taxes (1,139)
Net assets acquired 148
Goodwill 19,764
Purchase price, net of cash acquired $ 27,673
The excess of the purchase price over the estimated fair value of identifiable net assets acquired has been recorded as goodwill.
Net assets acquired are presented net of cash acquired of $0.3 million. $7.6 million of the identified intangible assets is included in
patents and trademarks and is being amortized over periods ranging from 7 to 10 years. $1.3 million of identified intangible assets,
related to customer relationships, is included in other intangibles and is being amortized over 13 years. Goodwill acquired is not
deductible for income tax purposes.
In 2008, ATMI, through its wholly-owned subsidiary in Belgium, entered into an asset purchase agreement with Artelis SA, a
Belgian entity of which ATMI’s Belgian subsidiary owns 40 percent, to purchase certain disposable bioreactor and mixing assets
for use in the biotechnology and pharmaceutical industries for approximately $5.4 million, including direct acquisition costs.
ATMI recognized $5.1 million of identified intangible assets in the acquisition, which will be amortized over periods between 3 and
10 years. As a result of these asset purchases, we recognized a $1.1 million gain representing our after-tax proportionate share of
Artelis’s gains on the sale of assets. This gain is included in our consolidated statements of income under the caption, “Other
income (expense), net.”
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ATMI, INC.
8. Goodwill and Other Intangibles (continued)
Changes in carrying amounts of goodwill and other intangibles for the years ended December 31, 2008 and 2007, respectively,
were:
Total
Patents & Other
Goodwill Trademarks Other Intangibles
Balance at December 31, 2006 $ 13,734 $ 18,687 $ 1,982 $ 20,669

Amortization — (2,484) (759) (3,243)
Other, including foreign currency translation (4) (37) 18 (19)
Acquisitions 19,764 12,742 1,300 14,042
Amortization — (3,410) (665) (4,075)
Other, including foreign currency translation (139) (272) 100 (172)
Goodwill and other intangibles balances at December 31, 2008 and 2007 were (in thousands):
Total
Patents & Other
Goodwill Trademarks Other Intangibles
Gross Amount as of December 31, 2007 $ 13,730 $ 27,533 $ 5,969 $ 33,502

Accumulated Amortization — (11,367) (4,728) (16,095)
Balance as of December 31, 2007 $ 13,730 $ 16,166 $ 1,241 $ 17,407
Gross Amount as of December 31, 2008 $ 33,355 $ 40,003 $ 7,001 $ 47,004

Accumulated Amortization — (14,777) (5,025) (19,802)
Balance as of December 31, 2008 $ 33,355 $ 25,226 $ 1,976 $ 27,202
This table shows amounts recorded in the consolidated statements of income related to amortization expense for intangibles (in
thousands):

2008 2007 2006

Research and development — 21 —
Total amortization $ 4,075 $ 3,243 $ 3,429
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ATMI, INC.
8. Goodwill and Other Intangibles (continued)
The approximate amortization expense expected to be recognized related to intangible assets is (in thousands):
Year Amount
2009 $ 4,459
2010 3,851
2011 2,955
2012 2,933
2013 2,933
Thereafter 10,071
Total $ 27,202
9. Other Long-term Assets
In 2007, ATMI entered into a purchase agreement with Intermolecular, Inc. (“Intermolecular”), an entity in which ATMI owns a
minority equity stake (accounted for at cost). As a result of the agreement, ATMI purchased an HPC tool set from Intermolecular,
which expanded upon an existing alliance agreement. We have since committed to purchase additional HPC tools, as well as
services related to the use of these tools, including the use of dedicated research personnel. In December 2007, ATMI made a
$10.0 million royalty prepayment to Intermolecular, which is expected to be applied to guaranteed royalties associated with
products developed using the HPC tools in the years 2009 to 2012. The portion of prepaid royalties expected to be applied to 2009
activity is $0.5 million, which amount is included in the consolidated balance sheets under the caption, “Prepaid expenses and
other current assets.” The remaining portion of the prepaid royalties is included in the consolidated balance sheets under the
caption, “Other long-term assets.” ATMI’s ownership stake in Intermolecular is $13.2 million, including $10.0 million invested in
2008.
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ATMI, INC.
10. Leases
The Company leases office and manufacturing facilities, and certain manufacturing equipment under several operating leases
expiring between 2009 and 2013. Rental expense was $3.6 million, $4.5 million, and $4.2 million for the years ended December 31,
2008, 2007 and 2006, respectively.
Below is a schedule of future minimum lease payments for operating leases as of December 31, 2008 (in thousands):
Operating
Leases
2009 $ 3,577
2010 2,262
2011 1,708
2012 578
2013 271
Thereafter —
Total minimum lease payments $ 8,396
ATMI currently has approximately $0.1 million total future minimum rental income to be received under noncancellable subleases.
We lease two facilities in Danbury, CT. One facility houses our research and development activities and certain of our
microelectronics manufacturing capabilities, and contains approximately 73,000 square feet of space. We entered into an
amendment of this lease on October 30, 2008, which extended the lease term to December 31, 2011. For the period November 1,
2008 to December 31, 2009, the monthly base rent is $40,475. For the period January 1, 2010 to December 31, 2011, the monthly
base rent is $42,097. There are two successive five-year renewal periods available to ATMI under this lease. As a condition of the
fourth amendment, we agreed to certain restoration obligations associated with this facility, which we are accounting for as an
ARO, associated with the leasehold improvements made to this facility. The discounted fair value of the ARO is $3.1 million.
The other facility in Danbury, CT is our corporate headquarters, and contains approximately 31,000 square feet of space. We
entered into the third amendment of this lease on October 30, 2008, which extended the lease term to December 31, 2011. For the
period November 1, 2008 to December 31, 2011, the monthly base rent is $17,606. There are two successive five-year renewal
periods available to ATMI under this lease.
We lease a facility in Bloomington, MN where we manufacture high-purity materials packaging and dispensing systems, within
our microelectronics product line. This facility contains approximately 68,000 square feet of space. We entered into the first
amendment of this lease on September 23, 2008, which extended the lease term to August 31, 2013. For the period September 1,
2008 to August 31, 2010, the monthly base rent is $26,479. For the period September 1, 2010 to August 31, 2013, the monthly base
rent is $26,706. There are two successive three-year renewal periods available to ATMI under this lease. As a condition of the first
amendment, we agreed to certain restoration obligations associated with this facility, which we are accounting for as an ARO,
associated with the leasehold improvements made to this facility. The discounted fair value of the ARO is $0.2 million.
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ATMI, INC.
10. Leases (continued)
Changes in the carrying amounts of the Company’s AROs at December 31, 2008 are shown below:
Balance as of December 31, 2007 $ —
Liabilities incurred 3,341

Liabilites settled —
Accretion expense 9
Balance as of December 31, 2008 $ 3,350
The ARO liability is included in the consolidated balance sheets under the caption, “Other long-term liabilities.”
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ATMI, INC.
11. Income Taxes
Pre-tax income from continuing operations was taxed in these jurisdictions (in thousands):

2008 2007 2006
Domestic $ 28,830 $ 48,174 $ 48,763

Foreign 11,316 11,229 7,093
Total pre-tax income $ 40,146 $ 59,403 $ 55,856
Significant components of the provision (benefit) for income taxes for the periods presented are (in thousands):
December 31,
2008 2007 2006
Current:
Federal $ 2,369 $ 16,090 $ 15,040
State 809 1,152 1,407
Foreign 1,602 3,129 1,727
Total current 4,780 20,371 18,174
Deferred:
Federal 3,293 (1,134) (1,856)
State (134) (96) (379)
Foreign (1,120) (277) (44)
Total deferred 2,039 (1,507) (2,279)
$ 6,819 $ 18,864 $ 15,895
Significant components of the Company’s deferred tax assets and liabilities are (in thousands):
December 31,
2008 2007
Deferred tax assets:
Accrued liabilities $ 4,767 $ 5,176
Inventory adjustments 2,372 2,240
Net operating loss and tax credit carryforwards 6,167 2,000
Equity-based compensation 6,132 5,013
Other, net 332 20
19,770 14,449
Valuation allowance (446) (278)
19,324 14,171
Deferred tax liabilities:
Depreciation and amortization (16,265) (8,328)
Unrealized gain on marketable securities — (1,507)
Other, net — (49)
(16,265) (9,884)
Net deferred tax assets $ 3,059 $ 4,287
As of December 31, 2007, the Company changed the categorization of $4.4 million of income taxes paid on the deferred profit
resulting from inter-company sales of inventory from deferred tax assets to prepaid taxes — both within Current Assets on the
consolidated balance sheet.
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ATMI, INC.
11. Income Taxes (continued)
The valuation allowance relates to realizability of certain U.S. state and foreign net operating losses and certain U.S. state and
foreign tax credits. In 2008, the valuation allowance increased by $0.2 million mainly due to purchase accounting.
As of December 31, 2008, the Company had the following deferred tax assets related to loss and tax credit carryforwards (in
thousands):
Expiration
Federal
-NOLs $ 1,036 2021-2026
-Credits 83 2019-2026
$ 1,119
State
-NOLs 438 2010-2027
-Credits 1,926 2009-2023
$ 2,364
Foreign
- NOLs 996 None
- Credits 1,688 2012
$ 2,684
Total $ 6,167
The reconciliation of income tax expense (benefit) from operations computed at the U.S. federal statutory tax rate to the
Company’s tax expense (benefit) is (in thousands):
For the Year Ended December 31,

2008 2007 2006
U.S. statutory rate $ 14,052 $ 20,791 $ 19,550
State income taxes 439 686 668
Foreign income taxes (2,039) (1,062) (722)
Tax exempt income (705) (1,894) (949)
ETI benefit — — (1,040)
Change in valuation allowance of deferred tax assets (24) (105) (20)
Adjustment to tax liabilities (2,371) 677 (1,716)
Research & Development credits (2,442) (491) (279)
Other, net (91) 262 403
$ 6,819 $ 18,864 $ 15,895
ATMI has not provided for U.S. federal income and foreign withholding taxes on approximately $43.4 million of undistributed
earnings from non-U.S. operations as of December 31, 2008, because such earnings are intended to be reinvested indefinitely
outside of the United States. These earnings could become subject to additional tax if they are remitted as dividends, loaned to
ATMI, or upon sale of subsidiary stock. It is not practicable to estimate the amount or timing of the additional tax, if any, that
eventually might be paid on the foreign earnings.
South Korea has granted the Company an income tax exemption that expires in 2014, including the last two years at 50 percent of
the exemption. The exemption applies only to income related to one of the Company’s product lines. The effect of the tax
exemption was to reduce income tax expense by $1.2 million for the year ended December 31, 2008.
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ATMI, INC.
11. Income Taxes (continued)
At December 31, 2008, ATMI had $6.0 million of unrecognized tax benefits, which, if recognized, would favorably affect the
effective income tax rate in future periods. This amount is included in the caption “Other long-term liabilities” on the consolidated
balance sheets, together with $0.9 million of accrued interest (net) on tax reserves and $0 accrued for penalties.
The reconciliation of the unrecognized tax benefits (exclusive of interest) at the beginning and end of the year is:
Beginning Balance — January 1, 2008 (1) $ 8,152

Increases from prior period positions 271
Decreases from prior period positions (66)
Increases from current period positions 1,075
Decreases from current period positions —
Decreases related to settlements with taxing authorities (330)
Decreases from lapse of statute of limitations (3,121)
Ending Balance — December 31, 2008 $ 5,981
(1) The balance at January 1, 2008 excludes $1.1 of accrued interest related to the unrecognized tax
benefits.
It is reasonably possible that in the next 12 months, because of changes in facts and circumstances, the unrecognized tax benefits
for tax positions taken related to previously filed tax returns may decrease. The range of possible decrease is zero to $1.1 million.
The Company is currently undergoing an IRS audit for its 2006 and 2007 tax years in the United States.
12. Defined Contribution Plan
The Company maintains a defined contribution plan (401(k) Plan) covering substantially all of its U.S. employees that is subject to
the provisions of the Employee Retirement Income Security Act of 1974. The Company’s matching contributions are discretionary
by plan year and were approximately $1.8 million, $1.7 million, and $0.8 million for the years ended December 31, 2008, 2007 and
2006, respectively. For the 2006 plan year, the Company matched 50 percent of each participant’s contributions up to 4 percent of
eligible compensation. The Plan was amended on January 1, 2007 to provide for matching contributions of 100 percent of the first
3 percent of each participant’s eligible compensation plus 50 percent on the next 2 percent of each participant’s eligible
compensation. There is no matching contribution above 5 percent of each participant’s eligible compensation.
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ATMI, INC.
13. Stockholders’ Equity
This table shows the effect of compensation cost arising from equity-based payment arrangements recognized in the consolidated
statements of income (in thousands):
2008 2007 2006

Research and development 530 432 773
Selling, general and administrative 5,831 6,791 7,681
Total equity-based compensation expense 6,700 7,598 9,364
Net equity-based compensation expense $ 4,463 $ 5,042 $ 6,227
No equity-based compensation cost was capitalized.
Summary of Plans
We currently have three equity-based compensation plans which provide for the granting of up to 6,000,000 nonqualified stock
options, incentive stock options (“ISOs”), stock appreciation rights and restricted stock awards to employees, directors and
consultants of the Company. Stock options typically vest over periods ranging from one to four years with a maximum term of ten
years. Restricted stock awards typically vest over periods ranging from three to five years. Shares issued as a result of stock
option exercises are primarily funded with issuance of new shares.
This table shows the number of shares approved by shareholders for each plan and the number of shares that remain available for
equity awards at December 31, 2008 (in thousands):
# of Shares # of Shares
Stock Plan Approved Available
2000 Stock Plan (1) 2,000 318

2003 Stock Plan (1) 3,000 1,158
Employee Stock Purchase Plan (2) 1,000 284
Totals 6,000 1,760
(1) Exercise prices for ISOs and non-qualified stock options granted under this plan may not be less
than 100 percent of the fair market value for the Company’s common stock on the date of grant.
(2) Effective January 1, 2007, this plan was amended such that employees may purchase shares at
95 percent of the closing price on the day previous to the last day of each six-month offering period.
Beginning January 1, 2007 this plan is no longer considered to be compensatory, as defined by
SFAS No. 123(R).
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ATMI, INC.
13. Stockholders’ Equity (continued)
Fair Value
The Company uses the Black-Scholes-Merton options-pricing model to determine the fair value of stock options under SFAS
No. 123(R). Management is required to make certain assumptions with respect to selected model inputs, including anticipated
changes in the underlying stock price (i.e., expected volatility) and option exercise activity (i.e., expected term). For awards
granted subsequent to January 1, 2006, expected volatility is based on the historical volatility of ATMI common stock for a period
shorter than the expected term of the options. We have excluded the historical volatility prior to the public announcement
regarding the sale of our non-core businesses in 2004, because those businesses that were sold represented a significant portion
of ATMI’s consolidated business and were subject to considerable cyclicality associated with the semiconductor equipment
industry, which drove increased volatility in ATMI’s stock price. The expected term of options granted is derived using historical
exercise patterns which represents the period of time that options granted are expected to be outstanding. The risk-free rate is
based on the U.S. Treasury yield curve in effect at the time of grant for a period commensurate with the estimated expected term.
In accordance with SFAS No. 123(R), in the determination of equity-based compensation cost, the Company estimates the total
number of instruments that will be forfeited as a result of a failure to provide the requisite service to earn the award.
The weighted-average fair value of options granted during the years ended December 31, 2008, 2007 and 2006 was $13.48, $12.75
and $12.07, respectively, based on the Black-Scholes-Merton options-pricing model. These weighted-average assumptions were
used for grants in these periods indicated:
2008 2007 2006

Stock option grants:
Risk free interest rate 3.61% 4.53% 4.70%
Expected term, in years 6.70 6.25 6.25
Expected volatility 36.0% 32.7% 32.4%
Dividend yield 0% 0% 0%
The Company uses historical data to estimate forfeitures of awards from employee terminations in order to estimate compensation
cost for awards expected to vest. In addition, we separate employees into groups that have similar characteristics for purposes of
making forfeiture estimates.
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ATMI, INC.
Stock Option and Restricted Stock Activity
This table shows the option activity under the plans as of December 31, 2008 and changes during the year then ended (options
are expressed in thousands; averages are calculated on a weighted basis; life in years; intrinsic value expressed in thousands):
Number Average Average Aggregate

of Exercise Remaining Intrinsic
Options Price Life Value
Outstanding at December 31, 2007 2,172 $ 25.71

Granted 136 $ 30.84
Exercised (60) $ 21.83
Forfeited (35) $ 26.50
Outstanding at December 31, 2008 2,213 $ 26.08 4.0 $ —
Exercisable at December 31, 2008 1,882 $ 25.61 3.3 $ —
The aggregate intrinsic value of options outstanding and exercisable at December 31, 2008 is $0 because there were no options in
the money at December 31, 2008, due to recent significant declines in the market price of our common stock. The total intrinsic
value of stock options exercised during the years ended December 31, 2008, 2007 and 2006 was $0.4 million, $5.1 million, and $7.0
million, respectively. The total fair value of options which vested during the years ended December 31, 2008, 2007 and 2006 was
$4.4 million (338,000 shares), $5.7 million (437,000 shares), and $6.5 million (505,000 shares) respectively.
The tax benefits recognized in additional paid-in capital from equity-based compensation totaled $0.3 million, $1.3 million and
$2.2 million for the years ended December 31, 2008, 2007 and 2006, respectively.
This table shows restricted stock activity under the 2003 Stock Plan as of December 31, 2008 and changes during the year then
ended (shares are expressed in thousands; averages are calculated on a weighted basis):
Average
Number Grant
of Date Fair
Shares Value
Nonvested at December 31, 2007 730 $ 28.31

Granted 414 $ 28.63
Vested (141) $ 23.19
Forfeited (136) $ 30.28
Nonvested at December 31, 2008 867 $ 28.81
The total fair value of restricted stock which vested during the years ended December 31, 2008 and 2007 was $3.3 million and
$1.7 million respectively ($0.7 million in the year ended December 31, 2006).
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ATMI, INC.
As of December 31, 2008, $2.0 million of unrecognized compensation cost related to non-vested stock options is expected to be
recognized over a weighted-average period of approximately 1.5 years. As of December 31, 2008, $9.2 million of unrecognized
compensation cost related to restricted stock is expected to be recognized over a weighted-average period of approximately
2.2 years.
Earnings Per Share
This table shows the computation of basic and diluted earnings per share (in thousands, except per share data):
2008 2007 2006

Numerator:
Net income $ 33,327 $ 40,539 $ 39,961
Denominator:
Denominator for basic earnings per share-Weighted-average shares 31,447 34,169 36,083
Dilutive effect of employee stock options 279 550 559
Dilutive effect of restricted stock 352 374 217
Denominator for diluted earnings per share 32,078 35,093 36,859
Earnings per share — basic $ 1.06 $ 1.19 $ 1.11
Earnings per share — assuming dilution $ 1.04 $ 1.16 $ 1.08
This table shows the potential common shares excluded from the calculation of weighted-average shares outstanding because
their effect was considered to be antidilutive (in thousands):
2008 2007 2006
Antidilutive Shares 1,484 340 404
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ATMI, INC.
The Company has never declared or paid cash dividends on its capital stock.
In October 2005, the Company’s Board of Directors approved a share repurchase program for up to $75.0 million of ATMI
common stock and in August 2006, the Company’s Board of Directors approved a second share repurchase program for an
additional $150.0 million (collectively, the “Repurchase Programs”). The Repurchase Programs were completed on March 7, 2008.
Share repurchases were made from time to time in open market transactions at prevailing market prices or in privately negotiated
transactions. Management determined the timing and amount of purchases under the Repurchase Programs based upon market
conditions or other factors. Under the Repurchase Programs, the Company purchased a total of 7,931,000 shares of its common
stock at an average price of $28.63 per share.
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ATMI, INC.
14. Accumulated Other Comprehensive Income
The components of accumulated other comprehensive income are (in thousands):
Unrealized Unrealized
Currency Gain (Loss) on Gain (Loss) on
Translation Available-for-Sale Derivative
Adjustments Securities Instruments Total
Balance at December 31, 2005 $ 1,619 $ 480 — $ 2,099
Reclassification adjustment related to marketable
securities in unrealized loss position at prior
period end, net of $321 tax benefit (1) — 547 — 547
Change in fair value of available-for-sale
securities, net of deferred income tax of $105 — 178 — 178
Cumulative translation adjustment 2,814 — — 2,814
Balance at December 31, 2006 $ 4,433 $ 1,205 — $ 5,638
period end, net of $694 tax benefit (1) — 1,182 — 1,182
securities, net of deferred income tax of $109 — 186 — 186
instruments, net of deferred income tax of $46 — — 78 78
Cumulative translation adjustment 2,357 — — 2,357
Balance at December 31, 2007 $ 6,790 $ 2,573 $ 78 $ 9,441
period end, net of $925 tax provision (1) — (1,574) — (1,574)
securities, net of deferred income tax of $938 — (1,598) — (1,598)
Reclassification adjustment to earnings related to
derivative financial instruments at prior period
end, net of deferred income tax of $46 — — (78) (78)
Cumulative translation adjustment (5,925) — — (5,925)
Balance at December 31, 2008 $ 865 ($599) — $ 266
(1) Determined based on the specific identification method.
15. Commitments, Contingencies, and Other
On July 11, 2008, ATMI entered into a global settlement agreement with Praxair, Inc. that resolved all legal actions between the
two parties. The parties are now free to market and sell worldwide their respective mechanical, sub-atmospheric delivery container
products that were the subject of the disputes.
ATMI is, from time to time, subject to legal actions, governmental audits, and proceedings relating to various matters incidental to
its business including contract disputes, product liability claims, employment matters, export and trade matters, and environmental
claims. While the outcome of such matters cannot be predicted with certainty, in the opinion of management, after reviewing such
matters and consulting with ATMI’s counsel and considering any applicable insurance or indemnifications, any liability which
may ultimately be incurred is not expected to materially affect ATMI’s consolidated financial position, cash flows or results of
operations.
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ATMI, INC.
15. Commitments, Contingencies, and Other (continued)
ATMI has entered into a pledge agreement with Anji Microelectronics Co., Ltd. (“Anji”) for the issuance of a standby letter of
credit up to $4.6 million in order to assist Anji in securing bank financing, which is to expire no later than June 30, 2010. The
standby letter of credit has been secured by Anji’s assets and additional equity interests in Anji’s operating subsidiaries. As of
December 31, 2008, Anji has drawn down $2.8 million against the line of credit secured by the letter of credit. Included in “Other
long-term liabilities” at December 31, 2008 is $0.2 million representing the fair value of the guarantee. At December 31, 2008, an
independent credit rating agency has determined, based on their research, that Anji is an acceptable credit risk.
At December 31, 2008, our wholly-owned Japanese subsidiary had a revolving line of credit agreement with a major Japanese bank
for approximately $2.8 million for the primary purpose of cost-effectively funding capital purchases and local working capital
needs in a favorable interest rate environment. The line of credit is guaranteed by ATMI, Inc. The balance outstanding on this
line of credit was $1.1 million at December 31, 2008. $1.7 million remains available for future use.
ATMI currently has self-insurance limits for U.S. employee medical claims. The medical plan for U.S. employees has a stop-loss of
$0.1 million per individual occurrence and an annual aggregate stop-loss of $5.4 million.
Other
Approximately 7 percent of the Company’s employees are covered by collective bargaining agreements that will expire in 2009. All
of the employees covered by these agreements are based in Belgium. The net assets of the Company’s Belgian subsidiary
represent approximately 6 percent of the Company’s consolidated net assets.
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ATMI, INC.
16. Segments
ATMI is organized along functional lines of responsibility, whereby each member of the Company’s executive team has global
responsibility for each respective functional area, such as supply chain operations, sales, marketing, and research and
development. The executive team is the chief operating decision maker of ATMI. Discrete financial information is only prepared at
the product-line level for revenues and certain direct costs. Functional results are reviewed at the consolidated level. ATMI’s
operations comprise one operating segment.
ATMI derives virtually all its revenues from providing materials and packaging products and related integrated process solutions
to microelectronics and life sciences manufacturers. All of ATMI’s products are consumed or used in the front-end manufacturing
process. They span many different technology applications at various stages of maturity and in many cases are inter-related in
their application to a customer’s process.
Revenues from external customers, by product type, were as follows:
For the Year Ended December 31,

(In thousands) 2008 2007 2006
Microelectronics $ 310,141 $ 343,307 $ 311,383

Life sciences 28,922 20,781 14,530
Total $ 339,063 $ 364,088 $ 325,913
17. Geographic Data
The Company’s geographic data for the years ended December 31, 2008, 2007 and 2006 are:
Other Europe and

(In thousands) U.S. Taiwan Japan South Korea Pacific Rim Belgium Other Total
December 31, 2008

Revenues $ 76,949 $79,547 $43,068 $ 46,909 $ 48,388 $ 2,900 $ 41,302 $339,063
Long-lived assets 185,022 9,386 7,644 3,476 239 23,696 407 229,870
December 31, 2007

Revenues $ 84,938 $89,162 $45,961 $ 48,995 $ 51,249 $ 2,929 $ 40,854 $364,088
December 31, 2006

Revenues $103,921 $67,451 $46,924 $ 36,427 $ 37,794 $ 518 $ 32,878 $325,913
Revenues are attributed to countries based on the location of the customer. Long-lived assets are located in the respective
geographic regions, as shown above. Other than Taiwan, Japan, Belgium, and South Korea, no one specific country within the
Pacific Rim, Europe, South America, and other regions accounted for greater than 10 percent of consolidated revenues and long-
lived assets in 2008, 2007 and 2006.
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ATMI, INC.
18. Quarterly Results of Operations (Unaudited)
Summarized quarterly results of operations data is as follows (in thousands, except per share amounts):
Quarter
First Second Third Fourth
2008
Revenues $ 92,797 $ 89,487 $ 86,684 $ 70,095
Gross profit 46,366 46,288 41,426 32,432(d)
Operating income 15,169 13,375 9,954 1,424

Net income $ 10,385 $ 9,679(a) $ 10,063(b) $ 3,200
Basic income per common share:

Net income per common share $ 0.32 $ 0.31 $ 0.32 $ 0.10
Diluted income per common share:

Net income per common share $ 0.32 $ 0.30 $ 0.32(c) $ 0.10
2007
Revenues $ 82,154 $ 92,432 $ 91,131 $ 98,371
Gross profit 39,274 45,185 45,973(f) 51,176(g)
Operating income 7,476 11,649(e) 15,131 18,246

Net income $ 6,323 $ 9,271 $ 11,327 $ 13,618
Basic income per common share:

Diluted income per common share:

(a) Includes a $2.0 million gain from the sale of a marketable security, offset by a $1.8 million impairment
charge related to an uncollectible convertible note receivable due from an early-stage semiconductor
materials venture.
(b) Includes a $1.6 million impairment charge related to our strategic investment portfolio, and
$0.7 million representing our after-tax proportionate share of a gain on sale of assets by one of our
equity-method investees.
(c) We reported diluted income per common share of $0.31 in our September 30, 2008 Form 10-Q — the
amount has been revised due to the correction of common stock equivalents for that quarter.
(d) Includes a $3.1 million net benefit associated with the settlement of a dispute with a distributor
($3.7 million recognized in revenues, with $0.6 million of associated costs recognized in cost of
revenues), and $2.4 million of benefit recognized from a business interruption claim recovery.
(e) Includes $1.1 million associated with a contingent legal fee arrangement.
(f) Includes $0.7 million of increased customs expense on imported goods from the U.S. to an overseas
affiliate.
(g) Includes $0.4 million of increased customs expense on imported goods from the U.S. to an overseas
affiliate.
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ATMI, Inc.
Schedule II — Valuation and Qualifying Accounts

Three Years Ended December 31, 2008
(In thousands)
Allowances for Doubtful Accounts and Sales Returns:
Balance December 31, 2005 $ 695

Provision charged to income —
Doubtful accounts written off (net) (37)
Other adjustments 8
Balance December 31, 2006 666
Provision charged to income —
Other adjustments 7
Provision charged to income 300
Other adjustments (3)
Allowance for Excess and Obsolete Inventories:
Balance December 31, 2005 $ 2,074

Provision charged to income 1,480
Disposals of inventory written off (1,207)
Other adjustments 6
Balance December 31, 2006 2,353
Provision charged to income 856
Disposals of inventory written off (912)
Other adjustments 20
Balance December 31, 2007 2,317
Provision charged to income 1,544
Disposals of inventory written off (1,131)
Balance December 31, 2008 $ 2,369
Future Income Tax Benefits — Valuation Allowance:

Additions charged to income tax expense 3
Reductions credited to income tax expense (23)
Other adjustments 192
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EXHIBIT INDEX
4.02 Rights Agreement, dated as of October 13, 2000, between ATMI, Inc. and Fleet National Bank, as Rights
Agent is filed herewith.
10.04 Agreement of Lease between Melvyn J. Powers and Mary P. Powers d/b/a/ M&M Realty and Advanced
Technology Materials, Inc., dated December 23, 1994 is filed herewith.
10.07* ATMI’s 1995 Stock Plan is filed herewith.
10.10 Agreement of Lease between Seymour R. Powers, Leon Griss and Ruth Griss and Advanced Technology
Materials, Inc., dated November 24, 2000 is filed herewith.
10.32 First Amendment to Agreement of Lease between West Real Estate and Management, Inc. and ATMI
Packaging, Inc., and ATMI, Inc., dated September 23, 2008 is filed herewith.
21 Subsidiaries of ATMI, Inc. is filed herewith.
23 Consent of Independent Registered Public Accounting Firm is filed herewith.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities
32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is furnished herewith.
* Indicates a management contract or compensatory plan or arrangement.
Exhibit 4.02
ATMI, Inc.
and
Fleet National Bank
RIGHTS AGREEMENT
Dated as of October 13, 2000
TABLE OF CONTENTS
Page
Section 1. Certain Definitions 2

Section 2. Appointment of Rights Agent 9
Section 3. Issuance of Rights Certificates 9
Section 4. Form of Rights Certificates 11
Section 5. Execution, Countersignature and Registration 12
Section 6. Transfer, Division, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or
Stolen Rights Certificates 12
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights 13
Section 8. Cancellation and Destruction of Rights Certificates 15
Section 9. Reservation and Availability of Preferred Stock 15
Section 10. Preferred Stock Record Date 17
Section 11. Adjustments to Purchase Price, Number of Shares or Number of Rights 17
Section 12. Certification of Adjustments 25
Section 13. Assets or Earning Power 25
Section 14. Fractional Rights and Fractional Shares 28
Section 15. Rights of Action 29
Section 16. Agreement of Rights Holders Concerning Transfer and Ownership of Rights 30
Section 17. Rights Holder Not Deemed a Stockholder 30
Section 18. Concerning the Rights Agent 31
Section 19. Merger or Consolidation or Change of Name of Rights Agent 31
Section 20. Duties of Rights Agent 32
Section 21. Change of Rights Agent 34
Section 22. Issuance of New Rights Certificates 35
Section 23. Redemption 35
Section 24. Notice of Certain Events 36
Section 25. Notices 37
Section 26. Amendments and Supplements 37
Section 27. Successors 38
Section 28. Benefits of this Agreement; Determinations and Actions by the Board of Directors 38
Section 29. Severability 38
Section 30. Governing Law 39
Section 31. Counterparts 39
Section 32. Descriptive Headings 39
Section 33. Grammatical Construction 39
RIGHTS AGREEMENT
Rights Agreement dated as of October 13, 2000, between ATMI, Inc., a Delaware corporation (the “Company”), and Fleet National
Bank (the “Rights Agent”).
RECITALS
The Board of Directors of the Company has authorized and declared the payment of a dividend of one preferred share purchase
right (the “Right”) for each share of Common Stock (as defined in Section 1) outstanding on the Record Date (as defined in
Section 1) and has authorized the issuance of one Right for each share of Common Stock issued between the Record Date and the
Distribution Date (as such terms are defined in Section 1), and, in certain cases, following the Distribution Date. Each Right
represents, as of the Record Date, the right to purchase one one-hundredth of a share of Preferred Stock (as defined in Section 1)
upon the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth in this Agreement, the parties hereby
agree as follows:
Section 1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:
(a) (i) “Acquiring Person” means any Person who or which, together with all Affiliates and Associates of such Person, is (or has
previously been, at any time after the date of this Agreement, whether or not such Person(s) continues to be) the Beneficial
Owner of 15% or more of the Outstanding Common Stock (as defined in this Section 1). However, “Acquiring Person” shall not
include any Exempt Person.
(ii) A Person does not become an “Acquiring Person” solely as the result of (A) an acquisition of Common Stock by the Company
or any of its Subsidiaries which, by reducing the number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 15% or more of the Outstanding Common Stock, or (B) such Person becoming the Beneficial
Owner of 15% or more of the Outstanding Common Stock solely as a result of an Exempt Event; provided, however, that if a
Person becomes the Beneficial Owner of 15% or more of the Outstanding Common Stock solely by reason of such a share
acquisition by the Company or the occurrence of such an Exempt Event and such Person shall, after becoming the Beneficial
Owner of such Common Stock, become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the
then Outstanding Common Stock by any means whatsoever (other than as a result of the subsequent occurrence of an Exempt
Event, a stock dividend or a subdivision of the Common Stock into a larger number of shares or a similar transaction), then such
Person shall be deemed to be an “Acquiring Person”; or(C) the inadvertent acquisition of beneficial ownership of 15% or more of
the Common Stock of the Company if the Board of Directors determines in good faith that such acquisition was inadvertent and
such Person immediately divests itself of a sufficient number of shares of Common Stock so that such Person could no longer be
an “Acquiring Person”; or (D) if such Person is an Institutional Investor, such Institutional Investor becoming the Beneficial
Owner of 15% or more of the Outstanding Common Stock solely by reason of such Institutional Investor’s Regular Trading
Activities; provided, however, that if an Institutional Investor becomes the Beneficial Owner of 20% or more of the then
Outstanding Common Stock other than solely as the result of the events described in clause (B) or (C) of this Section 1(a)(ii) (and
in the case of clause (C), such Institutional Investor immediately divests itself of a sufficient number of shares of Common Stock
as that it is no longer the Beneficial Owner of 20% or more of the then Outstanding Common Stock), then such Institutional
Investor shall be deemed an “Acquiring Person.”
2
(b) “Affiliate” of a Person has the meaning given to such term in Rule 12b-2 of the General Rules and Regulations under the
Exchange Act, as in effect on the date of this Agreement.
(c) “Associate” of a Person has the meaning given to such term in Rule 12b-2 of the General Rules and Regulations under the
Exchange Act, as in effect on the date of this Agreement.
(d) Except as provided below, a Person is the “Beneficial Owner” of, and “beneficially owns,” any securities:
(i) which such Person or any Affiliate or Associate of such Person beneficially owns, directly or indirectly;
(ii) which such Person or any Affiliate or Associate of such Person has, directly or indirectly, the right or obligation (whether
or not then exercisable or effective) to acquire pursuant to any agreement, arrangement or understanding (whether or not in
writing), or upon the exercise of conversion rights, exchange rights, rights (other than these Rights), warrants or options or
otherwise; provided, however, that a Person will not be deemed the Beneficial Owner of, or to beneficially own, securities
tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any Affiliate or Associate of such
Person until such tendered securities are accepted for purchase or exchange; and provided further, that prior to the
occurrence of a Triggering Event, a Person will not be deemed the Beneficial Owner of, or to beneficially own, securities
obtainable upon exercise of the Rights;
(iii) which such Person or any Affiliate or Associate of such Person has, directly or indirectly, the right (whether or not then
exercisable or effective) to vote, or to direct the voting of, pursuant to any agreement, arrangement or understanding
(whether or not in writing); provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially
own, any security pursuant to this clause (iii) if the agreement, arrangement or understanding to vote, or to direct the voting
of, such security (A) arises solely from a revocable proxy or consent given in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the Exchange Act and applicable rules and regulations thereunder and
(B) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor schedule or
report);
3
(iv) which such Person or any Affiliate or Associate of such Person has “beneficial ownership” of (as determined pursuant
to Rule 13d-3 of the General Rules and Regulations under the Exchange Act or any comparable or successor provision); or
(v) which are beneficially owned, directly or indirectly, by any other Person or any Affiliate or Associate of such other
Person with whom such Person or any Affiliate or Associate of such Person has any agreement, arrangement or
understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy
as described in subparagraph (iii) of this Section 1(d)) or disposing of any securities of the Company.
Nothing in this Section 1(d) causes a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of,
or to “beneficially own,” any securities acquired through such Person’s participation in good faith in a firm commitment
underwriting until the expiration of 40 days after the date of such acquisition.
Notwithstanding anything in this Agreement to the contrary, for purposes of this Agreement, no Person is to be treated as the
“Beneficial Owner” of, or to “beneficially own,” any securities owned by any other Person that is an Exempt Person.
(e) “Board of Directors” means the Board of Directors of the Company, as the same is constituted from time to time, or if the
Company ceases to exist as a result of a Business Combination or otherwise, the board of directors of the Company’s successor,
if any.
(f) “Business Combination” has the meaning set forth in Section 13(a)
(g) “Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New
York are authorized or obligated by law or executive order to close.
(h) “Close of Business” on any given date means 5:00 p.m., New York, New York time, on such date; provided, however, that if
such date is not a Business Day it shall mean 5:00 p.m., New York, New York time, on the next succeeding Business Day.
(i) “Common Stock” when used in any context applicable prior to a Business Combination means the common stock, par value
$.01 per share, of the Company (as the same may be changed by reason of any combination, subdivision or reclassification of the
Common Stock). “Common Stock” when used with reference to any Person (other than the Company prior to a Business
Combination) mean shares of capital stock of such Person (if such Person is a corporation) of any class or series, or units of
equity interests in such Person (if such Person is not a corporation) of any class or series, the terms of which shares or units do
not limit (as a fixed amount and not merely in proportional terms) the amount of dividends or income payable or distributable on
such shares or units or the amount of property or assets distributable on such shares or units upon any voluntary or involuntary
liquidation, dissolution or winding up of such Person and do not provide that such shares or units are subject to redemption at
the option of such Person, or any shares of capital stock or units of equity interests into which the foregoing shall be reclassified
or changed; provided, however, that if at any time there are more than one such class or series of capital stock of or equity
interests in such Person, “Common Stock” of such Person will include all such classes and series substantially in the proportion
of the total number of shares or other units of each such class or series outstanding at such time.
4
(j) “Current Market Price” per share of Common Stock, Preferred Stock or Equivalent Shares on any date is the average of the daily
closing prices per share of such Common Stock, Preferred Stock or Equivalent Shares for the 30 consecutive Trading Days (as
defined below in this Section 1(j)) ending on the last Trading Day immediately prior to such date for the purpose of any
computation under this Agreement except computations made pursuant to Section 11(a)(iii), and for the 10 consecutive Trading
Days immediately following such date for the purpose of any computation under Section 11(a)(iii); provided, however, that in the
event that the Current Market Price per share of Common Stock, Preferred Stock or Equivalent Shares is determined during a
period following the announcement by the issuer of such Common Stock, Preferred Stock or Equivalent Shares of (i) a dividend or
distribution on such Common Stock, Preferred Stock or Equivalent Shares other than a regular quarterly cash dividend, or (ii) any
subdivision, combination or reclassification of such Common Stock, Preferred Stock or Equivalent Shares, and prior to the
expiration of 30 Trading Days after the “ex-dividend” date for such dividend or distribution or the record date for such
subdivision, combination or reclassification, then, and in each such case, the “Current Market Price” shall be appropriately
adjusted to take into account such dividend, distribution, subdivision, combination or reclassification. The closing price for each
Trading Day shall be the last sale price, regular way, on such day, or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, on such day, in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange (“NYSE”) or, if the
Common Stock, Preferred Stock or Equivalent Shares are not listed or admitted to trading on the NYSE, as reported in the principal
consolidated transaction reporting system with respect to securities listed on the principal United States national securities
exchange on which the Common Stock, Preferred Stock or Equivalent Shares are listed or admitted to trading or, if the Common
Stock, Preferred Stock or Equivalent Shares are not listed or admitted to trading on any United States national securities exchange,
the last quoted sale price on such day or, if not so quoted, the average of the high bid and low asked prices in the over-the-
counter market on such day, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System
(“NASDAQ”) or such other system then in use. If on any such day the Common Stock, Preferred Stock or Equivalent Shares are
not quoted by any such system, the average of the closing bid and asked prices on such day as furnished by a professional
market maker making a market in the Common Stock, Preferred Stock or Equivalent Shares selected by a majority of the Board of
Directors shall be used (which selection shall be final, binding and conclusive for all purposes). If on such day
5
no such market maker is making a market, the fair market value of such shares on such day as determined in good faith by a
majority of the Board of Directors or the Board of Directors of the issuer of such Common Stock, Preferred Stock or Equivalent
Shares must be used, which determination must be described in a statement filed with the Rights Agent and shall be final, binding
and conclusive for all purposes. The term “Trading Day” means a day on which the principal United States national securities
exchange on which the Common Stock, Preferred Stock or Equivalent Shares are listed or admitted to trading is open for the
transaction of business or, if the Common Stock, Preferred Stock of Equivalent Shares are not listed or admitted to trading on any
United States national securities exchange, but are traded in the over-the-counter market and reported by NASDAQ, then any day
for which NASDAQ reports the high bid and low asked prices in the over-the-counter market, or if the Common Stock, Preferred
Stock or Equivalent Shares are not traded in the over-the-counter market and reported by NASDAQ, then a Business Day. If the
Common Stock, Preferred Stock or Equivalent Shares have not been so listed or admitted to trading for 30 or more Trading Days or
traded in the over-the-counter market and reported by NASDAQ for 30 or more Trading Days, “Current Market Price” per share
means the fair market value per share as determined in good faith by a majority of the Board of Directors, whose determination
must be described in a statement filed with the Rights Agent and shall be final, binding and conclusive for all purposes.
(k) “Distribution Date” means the earlier of (i) the Stock Acquisition Date, and (ii) the tenth Business Day, after the Tender Offer
Date. The Board of Directors of the Company may, at its election, defer the date set forth in clause (ii) of the preceding sentence
to a specified later date or to an unspecified later date to be determined by a subsequent action or event.
(l) “Equivalent Shares” means any class or series of capital stock of the Company, other than the Preferred Stock, which is entitled
to participate on a proportional basis with the Preferred Stock in dividends and other distributions, including distributions upon
the liquidation, dissolution or winding up of the Company. In calculating the number of any class or series of Equivalent Shares
for purposes of Section 11, the number of shares, or fractions of a share, of such class or series of capital stock that is entitled to
the same dividend or distribution as a whole share of Preferred Stock shall be deemed to be one share.
(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute.
(n) “Exchange Date” means the time at which the Rights are exchanged pursuant to Section 11(a) (iv).
(o) “Exempt Event” means with respect to any Person, the acquisition by such Person of Beneficial Ownership of Common Stock
of the Company solely as a result of the occurrence of a Triggering Event and the effect of such Triggering Event on the last
proviso of clause (ii) of the definition of Beneficial Owner, other than a Triggering Event in which such Person becomes an
Acquiring Person.
6
(p) “Exempt Person” means (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company
or of any Subsidiary of the Company, and (iv) any Person holding Common Stock for any such employee benefit plan or for
employees of the Company or of any Subsidiary of the Company pursuant to the terms of any such employee benefit plan.
(q) “Expiration Date” means the Close of Business on October 12, 2010.
(r) “Institutional Investor” means a Person who is principally engaged in the business of managing investment funds for
unaffiliated securities investors and, as part of such Person’s duties as agent for fully managed accounts, holds or exercises
voting or dispositive power over shares of Common Stock.
(s) “Outstanding Common Stock” shall be determined in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General
Rules and Regulations under the Exchange Act (or any successor or comparable provision); provided, however, that any such
calculation made for purposes of determining the particular percentage of outstanding shares of Common Stock of which any
Person is the Beneficial Owner shall also include any such other securities not then actually issued and outstanding which such
Person would be deemed to be the Beneficial Owner of, or to “beneficially own,” pursuant to Section 1(d).
(t) “Person” means any individual, firm, corporation, limited liability company, partnership, joint venture, association, trust,
unincorporated organization or other entity, and shall include any “group” as that term is used in Rule 13d-5(b) of the General
Rules and Regulations under the Exchange Act (or any successor provision).
(u) “Preferred Stock” means the Company’s Junior Participating Preferred Stock, par value $.01 per share, having the rights and
preferences set forth in the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock
attached hereto as Exhibit A.
(v) “Principal Party” means (i) in the case of any Business Combination described in clause (i), (ii) or (iii) of the first sentence of
Section 13(a), (A) the Person that is the issuer of any securities into which shares of Common Stock of the Company are
converted or for which they are exchanged in such Business Combination or, if there is more than one such issuer, the issuer of
the Common Stock which has the greatest aggregate market value or (B) if no securities are so issued, the Person that survives or
results from such Business Combination or, if there is more than one such Person, the Person the Common Stock of which has the
greatest aggregate market value; and (ii) in the case of any Business Combination described in clause (iv) of the first sentence in
Section 13(a), the Person that receives the greatest portion of the property, assets or earning power transferred pursuant to such
Business Combination or, if each Person that is a party to such Business Combination receives the same portion of the property,
assets or earning power so transferred or if the Person receiving the greatest portion of the assets or earning power cannot
reasonably be determined, whichever of such Persons is the issuer of the Common Stock which has the greatest aggregate market
value; provided, however, that in any such case, if the Common Stock of such Person is not at such time and has not been
continuously over the preceding 12-month period registered under Section 12 of the Exchange Act and such Person is a direct or
indirect Subsidiary of one or more other Persons, then (A) “Principal Party” refers to whichever of such other Persons has
7
Common Stock that is and has been continuously over the preceding 12-month period registered under Section 12 of the
Exchange Act; (B) if the Common Stocks of two or more of such other Persons are and have been so registered, “Principal Party”
refers to whichever of such other Persons is the issuer of the Common Stock which has the greatest aggregate market value; or
(C) if the Common Stock of none of such other Persons has been so registered, “Principal Party” refers to whichever of such other
Persons (other than an individual) is the Person which has the equity securities with the greatest aggregate market value. In case
such Person is owned, directly or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or
indirectly, by the same Person, the rules set forth above apply to each of the chains of ownership having an interest in such joint
venture as if such Person were a Subsidiary of both or all of such joint venturers and the Principal Parties in each such chain shall
bear the obligations set forth in Section 13 in the same ratio as their direct or indirect interests in such Person bear to the total of
such interests.
(w) “Purchase Price” with respect to each Right is initially $175.00 per one one-hundredth of a share of Preferred Stock, shall be
subject to adjustment from time to time as provided in Sections 11 and 13, and shall be payable in lawful money of the United
States of America in cash or by certified check or bank draft payable to the order of the Company.
(x) “Record Date” means the Close of Business on November 9, 2000.
(y) “Redemption Date” means the time at which the Rights are scheduled to be redeemed as provided in Section 23.
(z) “Redemption Price” has the meaning given to such term in Section 23.
(aa) “Regular Trading Activities” means trading activities undertaken in the Institutional Investor’s normal course of business
and not for the purpose of exercising, either alone or in concert with any other Person, power to direct or cause the direction of
the management and policies of the Company.
(bb) “Rights Agent” means Fleet National Bank or any co-Rights Agent or successor Rights Agent appointed by the Company
pursuant to Section 2 or Section 21, respectively.
(cc) “Securities Act” means the Securities Act of 1933, as amended, and any successor statute.
(dd) “Stock Acquisition Date” means the first date (including, without limitation, any such date which is on or after the date of
this Agreement and prior to the issuance of the Rights) of public disclosure by the Company, an Acquiring Person or otherwise
that a Person has become an Acquiring Person.
(ee) “Subsidiary” has the meaning given to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act,
as in effect on the date of this Agreement.
(ff) “Tender Offer Date” means the date of commencement or public disclosure of an intention to commence (including any such
commencement or public disclosure which occurs on or after the date of this Agreement and prior to the issuance of the Rights) a
tender offer or exchange offer by a Person if, after acquiring the maximum number of securities sought pursuant to such offer,
such Person, or any Affiliate or Associate of such Person, would be an Acquiring Person.
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(gg) “Triggering Event” occurs when a Person becomes an Acquiring Person.
Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company in
accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may
from time to time appoint such co-Rights Agents as it may deem necessary or desirable, upon ten (10) days’ prior written notice to
the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of
any such co-Rights Agents.
Section 3. Issuance of Rights Certificates.
(a) Until the Distribution Date: (i) the Rights shall be issued in respect of and shall be evidenced by the certificates representing
the shares of Common Stock issued and outstanding on the Record Date and shares of Common Stock issued or which become
outstanding after the Record Date and prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and
the Expiration Date (which certificates for Common Stock shall be deemed to also be certificates evidencing the Rights), and not
by separate certificates; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the
Rights associated with such shares; and (iii) the Rights shall be transferable only in connection with the transfer of shares of
Common Stock and the surrender for transfer of any certificate for such shares of Common Stock shall also constitute the
surrender for transfer of the Rights associated with the shares of Common Stock represented thereby. As soon as practicable after
the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, and
the Company will deliver to the Rights Agent to be countersigned, which the Rights Agent shall do, and the Rights Agent shall
mail, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the
Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, one or more
certificates evidencing the Rights (“Rights Certificates”), in substantially the form of Exhibit B hereto, evidencing one Right (as
adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held. From and after the Distribution
Date, the Rights will be evidenced solely by such Rights Certificates. In the event that an adjustment in the number of Rights per
share of Common Stock has been made pursuant to Section 11(o), at the time of distribution of the Rights Certificates, the
Company may make the necessary and appropriate adjustments (in accordance with Section 14(a)) so that Rights Certificates
representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase
Preferred Stock, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to
each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any
Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With
respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be
evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the
Distribution Date (or the earlier of the Redemption Date and the Expiration Date), the surrender for transfer of any certificate for
Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the
transfer of the Rights associated with the Common Stock represented thereby.
9
(c) Rights shall be issued in respect of all shares of Common Stock which are issued or sold by the Company after the Record
Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Expiration Date. In addition,
in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest
of the Redemption Date, the Exchange Date or the Expiration Date, the Company shall, with respect to Common Stock so issued or
sold pursuant to (i) the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement
created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior
to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with
such issuance or sale; provided, however, that (x) no such Rights and Rights Certificates shall be issued if, and to the extent that,
the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences
to the Company or the Person to whom such Rights Certificates would be issued; and (y) no such Rights and Rights Certificates
shall be issued, if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.
Certificates issued after the Record Date representing shares of Common Stock outstanding on the Record Date or shares of
Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange
Date and the Expiration Date shall have impressed, printed, written on or otherwise affixed to them a legend substantially in the
following form:
This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between
ATMI, Inc. and Fleet National Bank, as Rights Agent, dated as of October 13, 2000 (the “Rights Agreement”), the terms of
which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of ATMI,
Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. ATMI, Inc. will mail to the holder of this certificate a copy of
the Rights Agreement without charge after receipt of a written request therefore. Under certain circumstances, as set forth in
the Rights Agreement, Rights that were, are or become beneficially owned by Acquiring Persons or their Associates or
Affiliates (as such terms are defined in the Rights Agreement) may become null and void and the holder of any of such
Rights (including any subsequent holder) shall not have any right to exercise such Rights.
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Section 4. Form of Rights Certificates.
(a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse
thereof) shall be in substantially the form of Exhibit B hereto and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto
or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities
association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to
usage. Subject to the provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Distribution
Date, and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock as shall be set forth
therein at the Purchase Price set forth therein, but the number and kind of such securities and the Purchase Price shall be subject
to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Rights Certificate issued pursuant to this Agreement that
represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the
Company to be: (A) an Acquiring Person or an Associate or Affiliate of an Acquiring Person; (B) a direct or indirect transferee of
an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a
transferee after the Acquiring Person becomes such; or (C) a direct or indirect transferee of an Acquiring Person (or of an
Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either (x) a direct or indirect transfer (whether or not
for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity
interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to
any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing
agreement, arrangement or understanding regarding the transferred Rights, or (y) a direct or indirect transfer which a majority of
the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect
the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange,
replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall
contain (to the extent feasible) the following legend:
The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement).
Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances
specified in Section 7(e) of the Rights Agreement.
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Section 5. Execution, Countersignature and Registration.
(a) Each Rights Certificate shall be executed on behalf of the Company by the Company’s Chairman of the Board, Chief Executive
Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company’s
seal or a facsimile thereof which shall be attested by the Company’s Secretary or an Assistant Secretary, either manually or by
facsimile signature. Each Rights Certificate shall be countersigned by the Rights Agent either manually or, if permitted by the
Company, by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the
Company who shall have signed a Rights Certificate shall cease to be such officer of the Company before countersignature by the
Rights Agent and issuance and delivery by the Company, such Rights Certificate nevertheless may be countersigned by the
Rights Agent and issued and delivered with the same force and effect as though the Person who signed such Rights Certificate
had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any
Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such
Rights Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.
(b) Following the Distribution Date, the Rights Agent shall keep or cause to be kept, at its principal corporate trust office, books
for registration and transfer of the Rights Certificates issued hereunder. Such books shall show the names and addresses of the
respective holders of the Rights Certificates, the number of Rights evidenced by each Rights Certificate, and the certificate
number and the date of issuance of each Rights Certificate.
Section 6. Transfer, Division, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights
Certificates.
(a) Subject to the provisions of Section 14, at any time after the Close of Business on the Distribution Date and at or prior to the
Close of Business on the earliest of the Redemption Date, the Exchange Date or the Expiration Date, any Rights Certificate or
Rights Certificates may be transferred, divided, combined or exchanged for another Rights Certificate or Rights Certificates,
entitling the registered holder to purchase a like number of shares of Preferred Stock (or, following a Triggering Event or a
Business Combination, other securities, cash or other property, as the case may be) as the Rights Certificate or Rights Certificates
surrendered entitled such holder to purchase immediately prior to such surrender. Any registered holder desiring to transfer,
divide, combine or exchange any Rights Certificate shall make such request in writing delivered to the Rights Agent, and shall
surrender the Rights Certificate or Rights Certificates to be transferred, divided, combined or exchanged at the principal corporate
office of the Rights Agent. Thereupon the Rights Agent shall countersign and deliver to the Person entitled thereto a Rights
Certificate or Rights Certificates, as the case may be, as so requested. As a condition to such transfer, division, combination or
exchange, the Company may require payment by the surrendering holder of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection therewith. Neither the Rights Agent nor the Company shall be obligated to take any
action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have
duly completed and executed the form of assignment on the reverse side of such Rights Certificate and shall have provided such
additional evidence of the identity of the Beneficial Owner (or such former or proposed Beneficial Owner) thereof or such
Beneficial Owner’s Affiliates or Associates as the Company shall reasonably request.
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(b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction
or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to
them, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender
to the Rights Agent and cancellation of the Rights Certificate if mutilated, the Company will make and deliver a new Rights
Certificate of like tenor to the Rights Agent for countersignature by the Rights Agent and delivery to the registered owner in lieu
of the Rights Certificate so lost, stolen, destroyed or mutilated.
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
(a) Each Right shall entitle (except as otherwise provided in this Agreement) the registered holder thereof, upon the exercise
thereof as provided in this Agreement, to purchase, for the Purchase Price, at any time after the Distribution Date and prior to the
earliest of the Expiration Date, the Exchange Date or the Redemption Date, one one-hundredth (1/100) of a share of Preferred Stock
(or other securities, cash or other property or assets, as the case may be, as provided herein), subject to adjustment from time to
time as provided in Sections 11 and 13.
(b) The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided in
this Agreement) in whole or in part (except that no fraction of a Right may be exercised) at any time after the Distribution Date and
prior to the earliest of the Expiration Date, the Exchange Date or the Redemption Date, by surrendering the Rights Certificate, with
the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal corporate trust
office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a share of Preferred Stock
(or other securities, cash or other property or assets, as the case may be, as provided herein) as to which the Rights are exercised.
(c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase duly executed,
accompanied by payment of the Purchase Price for each one one-hundredth of a share of Preferred Stock (or other securities, cash
or other property or assets, as the case may be, as provided herein) to be purchased and an amount in cash, certified bank check
or bank draft payable to the order of the Company equal to any applicable transfer tax required to be paid by the surrendering
holder pursuant to Section 9(d), the Rights Agent shall, subject to the provisions of this Agreement, thereupon promptly (i)(A)
requisition from any transfer agent for the Preferred Stock (or make available, if the Rights Agent is the transfer agent for the
Preferred Stock) certificates for the total number of one one-hundredths of a share of Preferred Stock to be purchased (and the
Company hereby irrevocably authorizes its transfer agent to comply with all such requests), or (B) if the Company shall have
elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights with a depositary agent,
requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a share of Preferred
Stock as are to be purchased (in which case certificates for the Preferred Stock represented by such receipts shall be deposited by
the transfer agent with the depositary agent) and the Company shall direct the depositary agent to comply
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with such request; (ii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order
of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; and
(iii) if appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in
accordance with Section 14 and, promptly after receipt thereof, cause the same to be delivered to or upon the order of the
registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including shares
of Common Stock) of the Company, pay cash and/or distribute other property pursuant to this Agreement, the Company will make
all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights
Agent, if and when appropriate.
(d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights
Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered
to, or upon the order of, the registered holder of such Rights Certificate or to his duly authorized assigns, subject to the
provisions of Sections 6 and 14.
(e) Notwithstanding anything in this Agreement to the contrary, any Rights that are or were formerly beneficially owned on or
after the Distribution Date by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person; (ii) a direct or indirect
transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes, or becomes entitled to
be, a transferee after the Acquiring Person becomes such; or (iii) a direct or indirect transferee of an Acquiring Person (or of an
Associate or Affiliate of such Acquiring Person) who becomes, or becomes entitled to be, a transferee prior to or concurrently
with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a direct or indirect transfer (whether or
not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity
interests in such Acquiring Person (or to holders of equity interests in any Associate or Affiliate of such Acquiring Person) or to
any Person with whom the Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing
agreement, arrangement or understanding regarding the transferred Rights, and (B) a direct or indirect transfer which a majority of
the Board of Directors of the Company determines is part of a plan, arrangement or understanding which has as a primary purpose
or effect the avoidance of this Section 7(e), shall, from and after the first occurrence of a Triggering Event and without any further
action, be null and void and no holder of such Rights shall have any rights whatsoever with respect to such Rights whether under
this Agreement or otherwise; provided, however, that, in the case of transferees described in clause (ii) or clause (iii) of this
Section 7(e), any Rights beneficially owned by such transferee shall be null and void only if and to the extent such Rights were
formerly beneficially owned by a Person who was, at the time such Person beneficially owned such Rights, or who later became,
an Acquiring Person or an Affiliate or Associate of such Acquiring Person. The Company shall use all reasonable efforts to
ensure that the provisions of this Section 7(e) and of Section 4(b) are complied with but shall have no liability to any holder of a
Rights Certificate or to any other Person as a result of the Company’s failure to make, or any delay in making (including any such
failure or delay by the Board of Directors of the Company), any determinations with respect to an Acquiring Person or its
Affiliates, Associates or transferees under this Section 7(e) or any other provision of this Agreement.
14
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to the registered holder of a Rights Certificate upon the occurrence of any purported exercise as
set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of
election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such
additional evidence of the identity of the Beneficial Owner (or former or proposed Beneficial Owner) thereof or the Affiliates or
Associates of such Beneficial Owner (or former or proposed Beneficial Owner) as the Company shall reasonably request.
Section 8. Cancellation and Destruction of Rights Certificates. All Rights Certificates surrendered for the purpose of exercise,
transfer, division, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights
Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Rights
Certificates shall be issued in lieu therefore except as expressly permitted by the provisions of this Agreement. The Company shall
deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Rights
Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all
canceled Rights Certificates to the Company, or shall, at the written request of the Company, destroy such canceled Rights
Certificates, and in such case shall deliver a certificate of destruction thereof to the Company.
Section 9. Reservation and Availability of Preferred Stock.
(a) The Company covenants and agrees that it will cause to be reserved and kept available at all times out of its authorized and
unissued shares of Preferred Stock or its authorized and issued shares of Preferred Stock held in its treasury (and, following the
occurrence of a Triggering Event or a Business Combination, out of its authorized and unissued shares of Common Stock and/or
other securities or out of its authorized and issued shares of Common Stock and/or other securities held in its treasury) free from
preemptive rights or any right of first refusal, a sufficient number of shares of Preferred Stock (and, following the occurrence of a
Triggering Event or a Business Combination, shares of Common Stock and/or other securities) to permit the exercise in full of all
Rights from time to time outstanding.
(b) The Company further covenants and agrees, so long as the Preferred Stock (and, following the occurrence of a Triggering
Event or a Business Combination, shares of Common Stock and/or other securities) issuable upon the exercise of Rights may be
listed on any United States national securities exchange or quoted on any automated quotation system, to use its reasonable best
efforts to cause, from and after the time that the Rights become exercisable, all such shares and/or other securities reserved for
such issuance to be listed on such exchange or quoted on such automated quotation system upon official notice of issuance
upon such exercise.
15
(c) The Company further covenants and agrees that it will take all such action as may be necessary to ensure that all shares of
Preferred Stock (and, following the occurrence of a Triggering Event or a Business Combination, shares of Common Stock and/or
other securities) delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares and/or such
other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued, fully paid, nonassessable,
freely tradeable, not subject to liens or encumbrances, and free of preemptive rights, rights of first refusal or any other restrictions
or limitations on the transfer or ownership thereof, of any kind or nature whatsoever.
(d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes
and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or of any certificates
for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The
Company shall not, however, be required to (i) pay any transfer tax which may be payable in respect of any transfer involved in
the issuance or delivery of any Rights Certificates or the issuance or delivery of any certificates for shares of Preferred Stock (or
Common Stock and/or other securities as the case may be) to a Person other than, or in a name other than that of, the registered
holder of the Rights Certificate evidencing Rights surrendered for exercise; or (ii) transfer or deliver any Rights Certificate or issue
or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities as the case may be) upon the
exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate
at the time of surrender) or until it has been established to the Company’s satisfaction that no such tax is due.
(e) The Company shall use its reasonable best efforts (i) as soon as practicable following the Stock Acquisition Date (provided
the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with
Section 11(a)(iii)), or as soon as is otherwise required by law following the Distribution Date, as the case may be, to prepare and
file a registration statement on an appropriate form under the Securities Act with respect to the securities purchasable upon
exercise of the Rights; (ii) to cause such registration statement to become effective as soon as practicable after such filing; and
(iii) to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the
Securities Act) until the earlier of (A) the date as of which Rights are no longer exercisable for such securities or (B) the Expiration
Date. The Company shall also use its reasonable best efforts to take such action as may be necessary or appropriate under, or to
ensure compliance with, the securities or “blue sky” laws of the various states in connection with the exercise of the Rights. The
Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of this Section 9
(e), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon
any such suspension, the Company shall make a public announcement stating that the exercisability of the Rights has been
temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding
any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite
qualification in such jurisdiction shall have been obtained and until a registration statement has been declared effective under the
Securities Act.
16
Section 10. Preferred Stock Record Date. Each Person in whose name any certificate for shares of Preferred Stock (or Common
Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of the Preferred Stock (or Common Stock and/or other securities, as the case may be) represented
thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date
of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case
may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares
(or Common Stock and/or such other securities, as the case may be) on, and such certificate shall be dated, the next succeeding
Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the
Company are open.
Section 11. Adjustments to Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number and kind of
securities, cash and other property obtainable upon exercise of each Right and the number of Rights outstanding shall be subject
to adjustment from time to time as provided in this Section 11.
(a) (i) In the event the Company shall at any time on or after the date of this Agreement (A) pay a dividend or make a distribution
on the outstanding shares of Preferred Stock payable in shares of Preferred Stock, (B) subdivide (by a stock split or otherwise) the
outstanding Preferred Stock into a larger number of shares, (C) combine (by a reverse stock split or otherwise) the outstanding
Preferred Stock into a smaller number of shares, or (D) issue any securities in a reclassification of the Preferred Stock (including
any such reclassification in connection with a consolidation or merger in which the Company is the surviving corporation), except
as otherwise provided in this Section 11(a), then in each such event the Purchase Price and the Redemption Price set forth in
Section 23, as each is in effect at the time of the record date for such dividend or distribution, or of the effective date of such
subdivision, combination or reclassification, and the number and kind of shares of capital stock or interests therein issuable on
such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive
the aggregate number and kind of shares of capital stock or interests therein which, if such Right had been exercised immediately
prior to such date and at a time when the Preferred Stock transfer books of the company were open, such holder would have
owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If
an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided
for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii).
17
(ii) Upon the first occurrence of a Triggering Event, proper provision shall be made so that each holder of a Right, except as
otherwise provided in this Agreement, shall thereafter have the right to receive, and the Company shall issue, upon exercise
thereof at a price equal to the then-current Purchase Price multiplied by the number of one one-hundredths of a share of Preferred
Stock for which a Right is then exercisable in accordance with the terms of this Agreement, in lieu of the number of one one-
hundredths of a share of Preferred Stock or other securities receivable upon exercise of a Right prior to the occurrence of the
Triggering Event, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying
the then-current Purchase Price by the number of one-hundredths of a share of Preferred Stock or other securities for which a
Right was then exercisable (without giving effect to such Triggering Event) and (y) dividing that product by 50% of the Current
Market Price per share of Common Stock on the date of the occurrence of the Triggering Event (such number of shares being
referred to as the “Adjustment Shares”); provided, however, that if the transaction or event that would otherwise give rise to the
foregoing adjustment is also subject to the provisions of Section 13, then only the provisions of Section 13 shall apply and no
adjustment shall be made pursuant to this Section 11(a)(ii). Upon the occurrence of such Triggering Event, the Purchase Price
required to be paid in order to exercise a Right shall be unchanged, and the Purchase Price shall be appropriately adjusted to
reflect, and shall thereafter mean, the amount required to be paid per share of Common Stock upon exercise of a Right.
(iii) In lieu of issuing shares of Common Stock in accordance with Section 11(a) (ii), the Company may, if a majority of the Board of
Directors of the Company determines that such action is necessary or appropriate and not contrary to the interests of holders of
Rights, elect to, and, if that the number of shares of Common Stock which are authorized by the Company’s certificate of
incorporation, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights, are not
sufficient to permit the exercise in full of the Rights in accordance with Section 11(a) (ii), the Company shall take all such action as
may be necessary to authorize, issue or pay, upon the exercise of Rights, cash (including by way of a reduction of the Purchase
Price), debt securities, property, assets or other equity securities of the Company (including, without limitation, shares or units of
shares of preferred stock) which the Board of Directors of the Company has determined (which determination shall be final,
binding and conclusive for all purposes) to have essentially the same value or economic rights as shares of Common Stock (such
equity securities referred to herein as “Common Stock Equivalents), or any combination of the foregoing, having an aggregate
value equal to the value of the Adjustment Shares which otherwise would have been issuable pursuant to Section 11(a) (ii), which
aggregate value shall be determined by a majority of the Board of Directors (which determination shall be final, binding and
conclusive for all purposes). If a majority of the Board of Directors determines to issue or deliver any equity securities (other than
Common Stock or Common Stock Equivalents), debt securities and/or other property or assets pursuant to this Section 11(a) (iii),
the value of such securities and/or property or assets shall be determined by a majority of the Board of Directors of the Company
based upon the advice of a nationally recognized investment banking firm selected by a majority of the Board of Directors of the
Company (which determination shall be final, binding and conclusive for all purposes). If the Company is required to make
adequate provision to deliver value pursuant to the first sentence of this Section 11(a) (iii) and the Company shall not have made
such adequate provision to deliver value within ninety (90) days following the first occurrence of a Triggering Event (the
“Substitution” Period”), then notwithstanding any provision of Section 11(a) (ii) or this Section 11(a)
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(iii) to the contrary, the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring
payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or
cash have an aggregate value equal to the excess of the value of the Adjustment Shares over the Purchase Price. If both Common
Stock and cash are to be delivered pursuant to the preceding sentence, amounts of both Common Stock and cash shall be
delivered upon surrender of each Right in a ratio of Common Stock to cash that bears the same ratio as the total value of all
Common Stock to be delivered (as determined pursuant to this Section 11(a) (iii)) bears to the total value of all cash to be
delivered; provided, however, that the Company may adjust such ratio to avoid issuing any fractional shares of Common Stock so
long as the method of adjustment is applied consistently to each holder of Rights entitled to receive value with respect thereto
pursuant to this Section 11(a) (iii). To the extent that the Company determines that some action is to be taken pursuant to the first
and/or third sentences of this Section 11(a) (iii), the Company may suspend the exercisability of the Rights but in no event to a
time later than the expiration of the Substitution Period. In the event of any such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at
such time as the suspension is no longer in effect. For purposes of this Section 11(a) (iii), the value of each Adjustment Share
shall be the Current Market Price per share of the Common Stock on the Stock Acquisition Date and the per share or per unit
value of any Common Stock Equivalent shall be deemed to equal the Current Market Price per share of the Common Stock on such
date.
(iv) A majority of the Board of Directors of the Company may, at its option, at any time and from time to time after the first
occurrence of a Triggering Event, cause the Company to exchange, for all or part of the then-outstanding and exercisable Rights
(which shall not include Rights that have become void pursuant to the provisions of Section 7 e)), shares of Common Stock or
Common Stock Equivalents at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the date of this Agreement (such exchange ratio being hereinafter
referred to as the “Exchange Ratio”). Any partial exchange shall be effected on a pro rata basis based on the number of Rights
(other than Rights which have become void pursuant to the provisions of Section 7 (e)) held by each holder of Rights.
Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any
Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner
of 50% or more of the Outstanding Common Stock.
19
Immediately upon the action of a majority of the Board of Directors of the Company ordering the exchange of any Rights pursuant
to this Section 11(a) (iv) and without any further action and without any notice, the right to exercise such Rights shall terminate
and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock and/or
Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The
Company shall promptly give public notice of any such exchange and, in addition, the Company shall promptly mail a notice of
any such exchange to all of the holders of such Rights in accordance with Section 25; provided, however, that the failure to give,
any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will
state the method by which the exchange of the Common Stock or Common Stock Equivalents for Rights will be effected and, in
the event of any partial exchange, the number of Rights which will be exchanged. In the event that the number of shares of
Common Stock which is authorized but not outstanding or reserved for issuance for a purpose other than exercise of the Rights is
not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 11(a) (iv), the Board of Directors
of the Company shall take all such action within its power as may be necessary to authorize additional shares of Common Stock
for issuance upon exchange of the Rights. The Company shall not be required to issue fractions of shares of Common Stock or
Common Stock Equivalents or to distribute certificates which evidence fractional shares of Common Stock or Common Stock
Equivalents. In lieu of such fractional shares of Common Stock or Common Stock Equivalents, the Company shall pay to the
registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock or Common Stock
Equivalents would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction,
by (y) the last sale price of the Company’s Common Stock on the fifth Trading Day following the public announcement of the
exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on
such day, in either case on a when issued basis(taking into account the exchange), as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to trading on the NYSE (or, if the Company’s Common
Stock is not so listed or traded, then as determined in the manner provided under the definition of “Current Market Price,”
adjusted to take into account the exchange). For the purposes of this Section 11(a) (iv), the value of any Common Stock
Equivalent on any date shall be the same as the value of the Common Stock, as determined pursuant to the previous sentence, on
such date.
(b) If the Company shall at any time on or after the date of this Agreement fix a record date for the issuance of rights, options or
warrants to holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preferred Stock or Equivalent Shares (or securities convertible into or exchangeable for Preferred Stock
or Equivalent Shares) at a price per share of Preferred Stock or Equivalent Shares (or, in the case of a convertible or exchangeable
security, having a conversion or exchange price per share of Preferred Stock or Equivalent Shares) less than the Current Market
Price per share of Preferred Stock on such record date, the Purchase Price to be in effect after such record date shall be determined
by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the
number of shares of Preferred Stock and Equivalent Shares (if any) outstanding on such record date, plus the number of shares of
Preferred Stock or Equivalent Shares, as the case may be, which the aggregate exercise, conversion and/or exchange price for the
total number of shares of Preferred Stock or Equivalent Shares, as the case may be, which are obtainable upon exercise,
conversion and/or exchange of such rights, options, warrants or convertible or exchangeable securities would purchase at such
Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock and Equivalent Shares (if
any) outstanding on such record date, plus the number of additional shares of Preferred Stock or Equivalent Shares, as the case
may be, which may be obtained upon exercise, conversion and/or exchange of such rights, options, warrants or convertible or
exchangeable securities. In case such subscription price may be paid in a consideration part or all of which shall be in a form other
than cash, the value of such consideration shall be as determined in good faith by a majority of the Board of Directors of the
Company, whose determination shall be described in a statement filed with the Rights Agent and shall be final, binding and
conclusive for all purposes. Preferred Stock and Equivalent Shares owned by or held for the account of the Company or any
Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be
made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not issued
following such adjustment, the Purchase Price shall be readjusted to be the Purchase Price that would have been in effect if such
record date had not been fixed.
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(c) In case the Company shall at any time after the date of this Agreement fix a record date for the making of a distribution to
holders of Preferred Stock (including any such distribution made in connection with a reclassification of the Preferred Stock or a
consolidation or merger in which the Company is the surviving corporation) of securities (other than Preferred Stock and rights,
options, warrants or convertible or exchangeable securities referred to in Section 11(b)), cash (other than a regular periodic cash
dividend at an annual rate not in excess of: (x) 125% of the annual rate of the regular cash dividend paid on the Preferred Stock
during the immediately preceding fiscal year (or, if the Preferred Stock was not outstanding during such preceding fiscal year,
then 125% of the annual rate of the regular cash dividend paid on the Common Stock during such year), or (y) in the event that a
regular cash dividend was not paid on the Preferred Stock (or Common Stock) during such preceding fiscal year, 5% of the
Current Market Value of the Preferred Stock on the date such regular cash dividend was first declared), property, evidences of
indebtedness, or assets, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price per
share of Preferred Stock on such record date, less the fair market value (as determined in good faith by a majority of the Board of
Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be final,
binding and conclusive for all purposes) of the portion of such securities, cash, property, evidences of indebtedness or assets to
be so distributed in respect of one share of Preferred Stock, and the denominator of which shall be such Current Market Price per
share of Preferred Stock on such record date. Such adjustments shall be made successively whenever such a record date is fixed;
and in the event that such distribution is not made following such adjustment, the Purchase Price shall be readjusted to be the
Purchase Price that would have been in effect if such record date had not been fixed.
(d) Except as provided below, no adjustment in the Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least 1% in the Purchase Price; provided, however, that any adjustments which by reason of this
Section 11(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All
calculations under this Section 11 shall be made to the nearest cent, to the nearest one hundred-thousandth of a share of Common
Stock, or to the nearest one hundred-thousandths of a share of Preferred Stock. Notwithstanding the first sentence of this
Section 11 (d), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three years from the date of
the transaction which requires such adjustment and (ii) the Expiration Date.
21
(e) If, as a result of an adjustment made pursuant to Section 11(a) or Section 13(a), the holder of any Right thereafter exercised
shall become entitled to receive any securities of the Company other than shares of Preferred Stock, thereafter the Purchase Price
and the number of such other securities so receivable upon exercise of any Right shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Preferred Stock
contained in this Section 11 and the provisions of Sections 7, 9, 10, 12, 13, 14 and 24 with respect to the shares of Preferred Stock
shall apply on like terms to any such other securities.
(f) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall
evidence the right to purchase, at the adjusted Purchase Price, the number of shares of Preferred Stock or other securities, cash or
other property purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided
in this Agreement.
(g) Unless the Company shall have exercised its election as provided in Section 11(h), upon each adjustment of the Purchase Price
as a result of any calculation made pursuant to Sections 11(a) (i), 11(b) and 11(c), each Right outstanding immediately prior to the
making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-
hundredths of a share of Preferred Stock (calculated to the nearest one hundred-thousandths of a share of Preferred Stock)
obtained by (i) multiplying the number of one one-hundredths of a share of Preferred Stock covered by a Right immediately prior
to adjustment pursuant to this Section 11(g) by the Purchase Price in effect immediately prior to such adjustment of the Purchase
Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase
Price.
(h) The Company may elect, on or after the date of any adjustment of the Purchase Price or any adjustment to the number of
shares of Preferred Stock for which a Right may be exercised, to adjust the number of Rights, in lieu of an adjustment in the
number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights
outstanding after such adjustment of the number of Rights shall be exercisable for the number of one one-hundredths of a share
of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right outstanding prior to such
adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one hundred-thousandth)
obtained by dividing the Purchase Price in effect immediately prior to such adjustment by the Purchase Price in effect immediately
after such adjustment. The Company shall make a public announcement of its election to adjust the number of Rights, indicating
the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be
the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at
least 10 days after the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the
number of Rights pursuant to this Section 11(h) the Company shall, as promptly as practicable, cause to be distributed to holders
of record of Rights Certificates on such record date a new Rights Certificate evidencing, subject to Section 14, the additional
Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be
distributed to such holders of record, in substitution and replacement for the Rights Certificates held by such holders prior to the
date of adjustment and upon surrender thereof (if required by the Company), new Rights Certificates evidencing all the Rights to
which such holders shall be entitled after such adjustment. Rights Certificates to be so distributed shall be issued, executed and
countersigned in the manner provided for in this Agreement (and may bear, at the option of the Company, the adjusted Purchase
Price) and shall be registered in the names of the holders of record of Rights Certificates on the record date specified in the public
announcement.
22
(i) Irrespective of any adjustment or change in the Purchase Price or the number or kind of shares issuable upon the exercise of
the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-
hundredth of a share of Preferred Stock and the number of shares of Preferred Stock which were expressed in the initial Rights
Certificates issued hereunder.
(j) Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value, if any, of one
one-hundredth of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action
which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and
nonassessable one one-hundredth shares of such Preferred Stock at such adjusted Purchase Price.
(k) In any case in which this Section 11 shall require that an adjustment be made effective as of a record date for a specified event,
the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such
record date the shares of Preferred Stock and other securities, cash or property of the Company, if any, issuable upon such
exercise over and above the shares of Preferred Stock and other securities, cash or property of the Company, if any, issuable upon
such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall
deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares
(fractional or otherwise) or other securities, cash or property upon the occurrence of the event requiring such adjustment.
(l) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the
Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that the Board of
Directors of the Company in its sole discretion shall determine to be advisable in order that any combination or subdivision of the
Preferred Stock, issuance wholly for cash of any Preferred Stock at less than the Current Market Price per share of Preferred Stock,
issuance wholly for cash of Preferred Stock or securities which by their terms are convertible into or exchangeable or exercisable
for Preferred Stock, stock dividends or issuance of rights, options or warrants referred to in this Section 11, hereafter made by the
Company to holders of its Preferred Stock, shall not be taxable to such stockholders.
23
(m) The Company covenants and agrees that it shall not, at any time after the Distribution Date, (i) consolidate with, (ii) merge
with or into, or (iii) directly or indirectly sell, lease or otherwise transfer or dispose of (in one transaction or a series of related
transactions) property, assets or earning power aggregating more than 50% of the property, assets or earning power of the
Company and its Subsidiaries taken as a whole, to any other Person if (A) at the time of or immediately after such consolidation,
merger, sale, lease, transfer or disposition there are any rights, warrants, securities or other instruments outstanding or
agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights;
(B)prior to, simultaneously with or immediately after such consolidation, merger, sale, lease, transfer or disposition the
stockholders (or equity holders) of the Person who constitutes, or would constitute, the Principal Party for purposes of Section
13(a) hereof shall have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates;
or (C) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights. The
Company shall not consummate any such consolidation, merger, sale, lease, transfer or disposition unless prior thereto the
Company and such other Person shall have executed and delivered to the Rights Agent a supplemental agreement evidencing
compliance with this Section 11(m).
(n) The Company covenants and agrees that, after the Stock Acquisition Date, it will not, except as permitted by Section 11(a) (iv),
26 or 29(b), take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that
such action will, directly or indirectly, diminish or otherwise eliminate the benefits intended to be afforded by the Rights.
(o) Anything in this Agreement to the contrary notwithstanding, if the Company shall at any time prior to the Distribution Date
(i) pay a dividend or make a distribution on the outstanding shares of Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock into a larger number of shares, (iii) combine (by a reverse stock split or otherwise)
the outstanding Common Stock into a smaller number of shares, or (iv) issue any securities in a reclassification of the Common
Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving
corporation), then the number of Rights associated with each share of Common Stock or (in a reclassification) each security then
outstanding, or issued or delivered thereafter but prior to the Distribution Date, and the Purchase Price under, and the number of
one one-hundredths of a share of Preferred Stock issuable in respect of, the Rights, shall be proportionately adjusted, so that
following such event one Right (with the Purchase Price and the number of one one-hundredths of a share of Preferred Stock
proportionately adjusted thereunder) shall thereafter be associated with each share of Common Stock or (in a reclassification)
each security then outstanding, or issued or delivered thereafter but prior to the Distribution Date. For example, if the Company
effects a two-for-one stock split of the Common Stock at a time when each Right (if it becomes exercisable) would entitle the
holder to purchase one one-hundredth of a share of Preferred Stock for a Purchase Price of $“Z”, then following such stock split
each previous Right would be split into two current Rights and thereafter each such current Right, upon becoming exercisable,
would (subject to further adjustment) entitle the holder to purchase one one-hundredth of a share of Preferred Stock at a Purchase
Price of 1/2 x $“Z”.
24
Section 12. Certification of Adjustments. Whenever an adjustment is made as provided in Section 11 or 13, the Company shall
(a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Rights Agent and with each transfer agent for the Preferred Stock a copy of such certificate, and (c) mail
or cause the Rights Agent to mail a brief summary thereof to each holder of a Rights Certificate (or, if no Rights Certificates have
been issued, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25. Notwithstanding
the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or
the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or 13 shall be effective as of the date of
the event giving rise to such adjustment.
Section 13. Consolidation, Merger or Sale or Transfer of Property, Assets or Earning Power.
(a) A “Business Combination” shall be deemed to occur in the event that, on or following a Triggering Event, (i) the Company
shall, directly or indirectly, consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in
a transaction that complies with Section 11(m) and Section 11(n)) in a transaction in which the Company is not the continuing,
resulting or surviving corporation of such merger or consolidation; (ii) any Person (other than a Subsidiary of the Company in a
transaction that complies with Section 11(m) and Section 11(n)) shall, directly or indirectly, consolidate with the Company, or shall
merge with and into the Company, in a transaction in which the Company is the continuing, resulting or surviving corporation of
such merger or consolidation and, in connection with such merger or consolidation, all or part of the Common Stock shall be
changed (including, without limitation, any conversion into or exchange for securities of the Company or of any other Person,
cash or any other property); (iii) the Company shall, directly or indirectly, effect a share exchange in which all or part of the
Common Stock shall be changed (including, without limitation, any conversion into or exchange for securities of any other
Person, cash or any other property); or (iv) the Company shall, directly or indirectly, sell, lease, exchange, mortgage, pledge (other
than pledges in the ordinary course of the Company’s financing activities) or otherwise transfer or dispose of (or one or more of
its Subsidiaries shall directly or indirectly sell, lease, exchange, mortgage, pledge (other than pledges in the ordinary course of the
Company’s financing activities) or otherwise transfer or dispose of), in one transaction or a series of related transactions,
property, assets or earning power aggregating more than 50% of the property, assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person (other than the Company or any of its Subsidiaries in one or more transactions
each and all of which comply with Section 11(m) and Section 11(n)).
25
In the event of a Business Combination, proper provision shall be made so that each holder of a Right (except as otherwise
provided in this Agreement) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the Purchase
Price immediately prior to the first occurrence of a Triggering Event multiplied by the number of one one-hundredths of a share of
Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event (without giving
effect to the Triggering Event) in accordance with the terms of this Agreement, such number of shares of Common Stock of the
Principal Party as shall be equal to the result obtained by (x) multiplying the Purchase Price immediately prior to the first
occurrence of a Triggering Event by the number of one one-hundredths of a share of Preferred Stock for which a Right was
exercisable immediately prior to the first occurrence of a Triggering Event (without giving effect to the Triggering Event), and
(y) dividing that product by 50% of the Current Market Price per share of the Common Stock of such Principal Party immediately
prior to the consummation of such Business Combination. All shares of Common Stock of any Person for which any Right may be
exercised after consummation of a Business Combination as provided in this Section 13(a) shall, when issued upon exercise
thereof in accordance with this Agreement, be duly and validly authorized and issued, fully paid, nonassessable, freely tradeable,
not subject to liens or encumbrances, and free of preemptive rights, rights of first refusal or any other restrictions or limitations on
the transfer or ownership thereof of any kind or nature whatsoever.
(b) After consummation of any Business Combination, (i) the Principal Party shall be liable for, and shall assume, by virtue of such
Business Combination and without the necessity of any further act, all the obligations and duties of the Company pursuant to
this Agreement, (ii) the term “Company” as used in this Agreement shall thereafter be deemed to refer to such Principal Party, and
(iii) such Principal Party shall take all steps (including, but not limited to, the reservation of a sufficient number of shares of its
Common Stock in accordance with Section 9) in connection with such Business Combination as is necessary to ensure that the
provisions of this Agreement shall thereafter be applicable, as nearly equivalent as practicable, in relation to the shares of its
Common Stock thereafter deliverable upon the exercise of the Rights.
(c) The Company shall not consummate any Business Combination unless prior thereto (i) the Principal Party shall have a
sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance (other than
shares reserved for issuance pursuant to this Agreement to the holders of Rights) to permit the exercise in full of the Rights in
accordance with this Section 13; (ii) the Company and such Principal Party shall have executed and delivered to the Rights Agent
a supplemental agreement providing for the fulfillment of the Principal Party’s obligations and the terms as set forth in paragraphs
(a) and (b) of this Section 13 and further providing that, as soon as practicable on or after the date of such Business Combination,
the Principal Party, at its own expense, shall (A) prepare and file, if necessary, a registration statement on an appropriate form
under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights; (B) use its
reasonable best efforts to cause such registration statement to become effective as soon as practicable after such filing and
remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date; (C) deliver
to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects
with the requirements for registration on Form 10 (or any successor form) under the Exchange Act; (D) use its
26
reasonable best efforts to qualify or register the Rights and the securities purchasable upon exercise of the Rights under the state
securities or “blue sky” laws of such jurisdictions as may be necessary or appropriate; (E) use its reasonable best efforts to list
the Rights and the securities purchasable upon exercise of the Rights on a United States national securities exchange; and
(F) obtain waivers of any rights of first refusal or preemptive rights in respect of the Common Stock of the Principal Party subject
to purchase upon exercise of outstanding Rights; (iii) the Company and the Principal Party shall have furnished to the Rights
Agent an opinion of independent counsel stating that such supplemental agreement is a legal, valid and binding agreement of the
Principal Party enforceable against the Principal Party in accordance with its terms; and (iv) the Company and the Principal Party
shall have filed with the Rights Agent a certificate of a nationally recognized firm of independent accountants setting forth the
number of shares of Common Stock of such issuer which may be purchased upon the exercise of each Right after the
consummation of such Business Combination.
(d) The provisions of this Section 13 shall similarly apply to successive Business Combinations. In the event a Business
Combination shall be consummated at any time after the occurrence of a Triggering Event, the Rights which have not theretofore
been exercised shall thereafter be exercisable for the consideration and in the manner described in Section 13(a). Following a
Business Combination, the provisions of Section 11(a) (ii) shall be of no effect.
(e) Notwithstanding any other provision of this Agreement to the contrary, no adjustment to the number of shares of Preferred
Stock (or fractions of a share) or other securities, cash or other property for which a Right is exercisable or the number of Rights
outstanding or associated with each share of Common Stock or any similar or other adjustment shall be made or be effective if
such adjustment would have the effect of reducing or limiting the benefits the holders of the Rights would have had absent such
adjustment, including, without limitation, the benefits under Sections 11 and 13, unless the terms of this Agreement are amended
so as to preserve such benefits.
(f) The Company covenants and agrees that it shall not effect any Business Combination if at the time of, or immediately after
such Business Combination, there are any rights, options, warrants or other instruments outstanding which would diminish or
otherwise eliminate the benefits intended to be afforded by the Rights.
(g) Without limiting the generality of this Section 13, in the event the nature of the organization of any Principal Party shall
preclude or limit the acquisition of Common Stock of such Principal Party upon exercise of the Rights as required by Section 13(a)
as a result of a Business Combination, it shall be a condition to such Business Combination that such Principal Party shall take
such steps (including, but not limited to, a reorganization) as may be necessary to ensure that the benefits intended to be derived
under this Section 13 upon the exercise of the Rights are assured to the holders thereof.
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(h) In addition to, and without limiting, any other provision of this Section 13, in case the Principal Party which is to be a party to a
transaction referred to in this Section 13 has provision in any of its authorized securities or in its certificate of incorporation or by-
laws or other instrument governing its corporate affairs (or equivalent documents for a non-corporate Person), which provision
would have the effect of (i) causing such Principal Party to issue (other than to holders of Rights pursuant to this Section 13), in
connection with, or as a consequence of, the consummation of a transaction referred to in this Section 13, Common Stock of such
Principal Party at less than the then Current Market Price per share or securities exercisable for, or convertible into, Common Stock
of such Principal Party at less than such then Current Market Price, or (ii) providing for any special payment, tax or similar
provisions in connection with the issuance of the Common Stock of such Principal Party pursuant to the provisions of this
Section 13, then, in such event, the Company hereby agrees with each holder of Rights that it shall not consummate any such
transaction unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a
supplemental agreement providing that the provision in question of such Principal Party shall have been cancelled, waived or
amended, or that the authorized securities shall be redeemed, so that the applicable provision will have no effect in connection
with, or as a consequence of, the consummation of the proposed transaction.
Section 14. Fractional Rights and Fractional Shares.
(a) The Company shall not be required to issue fractional Rights or to distribute Rights Certificates which evidence fractional
Rights. In lieu of such fractional Rights, the Company may at its option pay to the registered holders of the Rights Certificates
with respect to which such fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the
current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be
the closing price of a Right for the Trading Day immediately prior to the date on which such fractional Rights otherwise would
have been issuable. The closing price for any Trading Day shall be the last sale price, regular way, on such day, or, in case no
such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day, in either case as
reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the
NYSE or, if the Rights are not listed or admitted to trading on the NYSE, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal United States national securities exchange on which the Rights
are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any United States national securities
exchange, the last quoted sale price on such day or, if not so quoted, the average of the high bid and low asked prices in the over-
the-counter market on such day, as reported by NASDAQ or such other system then in use or, if on such day the Rights are not
quoted by any such system, the average of the closing bid and asked prices on such day as furnished by a professional market
maker making a market in the Rights selected by a majority of the Board of Directors of the Company (which selection shall be
final, binding and conclusive for all purposes). If on such day no such market maker is making a market in the Rights, the current
market value of the Rights on such day shall be determined in good faith by a majority of the Board of Directors of the Company,
whose determination shall be described in a statement filed with the Rights Agent and shall be final, binding and conclusive for all
purposes.
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(b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral
multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which
evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of
Preferred Stock). Fractions of shares of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts
pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall
provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled
as beneficial owners of the Preferred Stock. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-
hundredth of a share of Preferred Stock, the Company may at its option (i) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to
receive a full one one-hundredth of a share of Preferred Stock upon the surrender of such scrip or warrants aggregating a full one
one-hundredth of a share of Preferred Stock, or (ii) pay to the registered holders of Rights Certificates at the time such Rights
Certificates are exercised as provided in this Agreement an amount in cash equal to the same fraction of the current market value
of a share of Preferred Stock. For purposes of this Section 14(b), the current market value of a share of Preferred Stock shall be the
closing price of a share of Preferred Stock (as determined pursuant to the second sentence of the definition of “Current Market
Price” in Section 1) for the Trading Day immediately prior to the date of such exercise.
(c) The Company shall not be required to issue fractions of shares of Common Stock or Common Stock Equivalents or to
distribute certificates which evidence fractional shares of Common Stock or Common Stock Equivalents. In lieu of such fractional
shares of Common Stock or Common Stock Equivalents, the Company shall pay to the registered holders of the Rights Certificates
with regard to which such fractional shares of Common Stock or Common Stock Equivalents would otherwise be issuable an
amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) Current Market Price of the Company’s
Common Stock.
(d) The holder of a Right by his acceptance thereof expressly waives any right to receive any fractional Rights or any fractional
shares upon exercise of a Right (except as otherwise provided in this Agreement).
Section 15. Rights of Action. Except as otherwise provided, all rights of action in respect of this Agreement are vested in the
respective registered holders of the Rights Certificates (and, prior to the Distribution Date, any registered holders of associated
Common Stock); and any registered holder of any Rights Certificate (or, prior to the Distribution Date, any share of associated
Common Stock), without the consent of the Rights Agent or of the holder of any other Right, may, on his own behalf and for his
own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any Principal Party to
enforce, or otherwise act in respect of, his rights pursuant to this Agreement. Without limiting the foregoing or any remedies
available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy
at law for any breach of this Agreement and will be entitled, without posting any bond, to specific performance of the obligations
under, and injunctive relief against any actual or threatened violation of the obligations of any Person subject to, this Agreement.
29
Section 16. Agreement of Rights Holders Concerning Transfer and Ownership of Rights. Every holder of a Right by accepting the
same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Rights Certificates will be transferable on the registry books of the Rights Agent only if
surrendered at the principal corporate trust office of the Rights Agent, duly endorsed or accompanied by a proper instrument of
transfer;
(c) the Company and the Rights Agent may deem and treat the Person in whose name a Rights Certificate (or, prior to the
Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or the associated Common
Stock certificate made by anyone other than the Company, the transfer agent for the Common Stock or the Rights Agent) for all
purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any
liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement
by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction
or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order
promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation;
provided, however, the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise
overturned as soon as possible.
Section 17. Rights Holder Not Deemed a Stockholder. No holder, as such, of any Rights Certificate shall be entitled to vote or to
receive dividends or distributions or shall be deemed for any purpose the holder of Preferred Stock or any other securities, cash or
other property which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained
in this Agreement or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the
rights of a stockholder of the Company, including, without limitation, any right (i) to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, (ii) to give or withhold consent to any corporate action, (iii) to receive
notice of meetings or other actions affecting stockholders (except as provided in Section 24), (iv) to receive dividends,
distributions or subscription rights, or (v) to institute, as a holder of Preferred Stock or other securities issuable on exercise of the
Rights represented by any Rights Certificate, any derivative action on behalf of the Company, or otherwise, until and only to the
extent that the Right or Rights evidenced by such Rights Certificate shall have been exercised in accordance with the provisions
of this Agreement.
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Section 18. Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel
fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of
its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss,
liability or expense incurred without gross negligence, bad faith, willful misconduct or breach of this Agreement on the part of the
Rights Agent for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this
Agreement, including the costs and expenses of defending against any claim of liability in the premises. This indemnification shall
survive the termination of this Agreement.
The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in
connection with its administration of this Agreement in reliance upon any Rights Certificate or certificate for Preferred Stock or
Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement or other paper or document reasonably believed by it to be
genuine and to be signed, executed and, when necessary, verified or acknowledged, by the proper Person or Persons, or
otherwise upon the advice of counsel as set forth in Section 20.
Section 19. Merger or Consolidation or Change of Name of Rights Agent. Any corporation or other entity into which the Rights
Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any corporation or other entity
resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any
corporation or other entity succeeding to the corporate trust or stock transfer business of the Rights Agent or any successor
Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any document
or any further act on the part of any of the parties hereto, provided that such corporation or other entity would be eligible for
appointment as a successor Rights Agent under Section 21. In case at the time such successor Rights Agent shall succeed to the
agency created by this Agreement any of the Rights Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificate so
countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, any successor Rights
Agent may countersign such Rights Certificate either in the name of the predecessor Rights Agent or in the name of the
successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates
and in this Agreement.
In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights
Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights
Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates and in this Agreement.
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Section 20. Duties of Rights Agent. The Rights Agent undertakes and agrees to perform the duties and obligations imposed by
this Agreement upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by
their acceptance thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such
counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted to be taken
by it in good faith and in accordance with such opinion.
(b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that
any fact or matter (including, without limitation, the identity of any Acquiring Person or any Affiliate or Associate of an Acquiring
Person or the determination of Current Market Price) be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect thereof be specifically prescribed in this Agreement) may
be deemed to be conclusively proved and established by a certificate signed by the Chairman of the Board, the President, the
Chief Executive Officer, any Vice President, the Treasurer or the Secretary of the Company and delivered to the Rights Agent; and
such certificate shall be full authorization to the Rights Agent for any action taken or omitted by it in good faith under this
Agreement in reliance upon such certificate.
(c) The Rights Agent shall be liable hereunder only for the gross negligence, bad faith, willful misconduct or breach of this
Agreement by it or its attorneys or agents.
(d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or
in the Rights Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and
recitals are and shall be deemed to have been made by the Company only.
(e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and
delivery of this Agreement (except the due execution and delivery of this Agreement by the Rights Agent) or in respect of the
validity or execution of any Rights Certificate (except its countersignature thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in any Rights Certificate; nor shall it be responsible for
any change in the transferability or exercisability of the Rights or any change or adjustment in the terms of the Rights (including
the manner, method or amount thereof) provided for in Section 3, 11, 13 or 23 or any other provision of this Agreement or the
ascertaining of the existence of facts that would require any such change or adjustment (except with respect to the exercise of
Rights evidenced by Rights Certificates after actual notice of any change or adjustment is required); nor shall it by any act
hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Preferred
Stock, Common Stock or other securities to be issued pursuant to this Agreement or any Rights Certificate or as to whether any
shares of Preferred Stock, Common Stock or other securities will, when issued, be validly authorized and issued, fully paid and
nonassessable.
32
(f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged
and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for
the carrying out or performance by the Rights Agent of its duties and obligations under this Agreement.
(g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties
hereunder from the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Secretary or the
Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be
liable for any action taken or omitted to be taken by it in good faith in accordance with instructions of any such officer or for any
delay in acting while waiting for such instructions. When applying to any such officer for instructions, the Rights Agent may set
forth in writing (i) any proposed action or omission of the Rights Agent with respect to its duties or obligations under this
Agreement and (ii) the date on or after which the Rights Agent proposes such action will be taken or omitted. Such date shall not
be less than three Business Days after any such officer receives such application for instructions from the Rights Agent. Unless
the Rights Agent has received written instructions from the Company (including any such officer) with respect to such proposed
action or omission prior to such date (or, if longer, in the case of a proposed action to be taken, prior to the Rights Agent actually
taking such action), the Rights Agent shall not be liable for the actions or omissions set forth in such application, provided that
such action or omission does not violate any express provision of this Agreement.
(h) The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the
Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be
interested, or contract with or lend money to the Company or otherwise act as fully and freely as though the Rights Agent were
not serving as such under this Agreement. Nothing in this Agreement shall preclude the Rights Agent from acting in any other
capacity for the Company or for any other Person.
(i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder
either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act,
default, neglect or misconduct of such attorney or agent, provided that the Rights Agent exercised reasonable care in the
selection and continued employment of such attorney or agent.
(j) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise of its rights hereunder if there shall be reasonable
grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably
assured to the Rights Agent.
33
(k) If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the
form of assignment or form of election to purchase, as the case may be, either has not been completed or indicates an affirmative
response to clause 1 and/or 2 thereof, the Rights Agent shall not take any further action with respect to such requested exercise
or transfer without first consulting with the Company.
Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its
duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common
Stock or Preferred Stock by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights
Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock or Preferred Stock by
registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent.
Notwithstanding any other provision of this Agreement, in no event shall the resignation or removal of a Rights Agent be
effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall
fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by any holder of a Rights Certificate (who shall, with
such notice, submit his Rights Certificate for inspection by the Company), then the incumbent Rights Agent or the registered
holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a corporation or other entity
organized and doing business under the laws of the United States or any state of the United States so long as such Person is
authorized to conduct a corporate trust or banking business under the laws of such state and is in good standing, which is
authorized under such laws to exercise corporate trust powers or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital surplus
and undivided profits aggregating of at least $100,000,000, according to its last published statement of condition or (ii) an Affiliate
of a Person described in clause(i). After appointment, the successor Rights Agent shall be vested with the same powers, rights,
duties and responsibilities as if it had been originally named as Rights Agent without further act or deed but the predecessor
Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder and execute
and deliver any further assurance, conveyance, act or deed necessary for such purpose. Not later than the effective date of any
such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Stock or Preferred Stock and mail a notice thereof in writing to the registered holders of the Rights Certificates.
Neither the failure to give any notice provided for in this Section 21, however, nor any defect therein, shall affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.
34
Section 22. Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights
Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing new Rights in such form as
may be approved by a majority of the Board of Directors of the Company to reflect any adjustment or change in the Purchase
Price per share and the number or kind or class of securities, cash or other property purchasable under the Rights Certificates
made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of Common Stock
following the Distribution Date and prior to the Redemption Date, the Company may with respect to Common Stock so issued or
sold pursuant to (i) the exercise of stock options, (ii) under any employee plan or arrangement, (iii) upon the exercise, conversion
or exchange of securities notes or debentures issued by the Company or (iv) a contractual obligation of the Company, in each
case existing prior to the Distribution Date, issue Rights Certificates representing the appropriate number of Rights in connection
with such issuance or sale.
Section 23. Redemption.
(a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Stock Acquisition Date and
(ii) the Expiration Date, redeem all but not less than all of the then-outstanding Rights at a redemption price of $.01 per Right (the
“Redemption Price”) appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date
of this Agreement. The Company may, at its option, pay the Redemption Price in cash, shares (including fractional shares) of
Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of
consideration deemed appropriate by the Board of Directors.
(b) At the time and date of effectiveness set forth in any resolution of the Board of Directors of the Company ordering the
redemption of the Rights (the “Redemption Date”), without any further action and without any further notice, the right to exercise
the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price; provided,
however, that such resolution of the Board of Directors of the Company may be revoked, rescinded or otherwise modified at any
time prior to the time and date of effectiveness set forth in such resolution, in which event the right to exercise will not terminate at
the time and date originally set for such termination by the Board of Directors of the Company. As soon as practicable after the
action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall give notice of such
redemption to the Rights Agent and to the holders of the then-outstanding Rights by mailing such notice to all such holders at
their last addresses as they appear upon the registry books of the Rights Agent or, prior to the issuance of Rights Certificates, on
the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner provided in this
Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the
method by which the payment of the Redemption Price will be made. In any case, failure to give such notice by mail, or any defect
in the notice, to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. In the case
of a redemption permitted under this Section 23, the Company may, at its option, discharge all of its obligations with respect to the
Rights by (i) issuing a press release announcing the manner of redemption of the Rights and (ii) mailing payment of the
Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights
Agent or, prior to the issuance of the Rights Certificates, on the registry books of the transfer agent for the Common Stock, and
upon such action, all outstanding Rights Certificates shall be null and void without any further action by the Company. Neither
the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any
manner other than as specifically set forth in this Section 23 and other than in connection with the purchase of shares of Common
Stock prior to the earlier of the Distribution Date and the Expiration Date.
35
Section 24. Notice of Certain Events. In case the Company, on or after the Distribution Date, shall propose to (a) pay any dividend
payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred
Stock (other than a regular periodic regular cash dividend at an annual rate not in excess of: (x) 125% of the annual rate of the cash
dividend paid on the Preferred Stock during the immediately preceding fiscal year, or if the Preferred Stock was not outstanding
during such preceding fiscal year, then 125% of the annual rate of the regular cash dividend paid on the Common Stock during
such year, or (y) in the event that a regular cash dividend was not paid on the Preferred Stock (or Common Stock) during such
preceding fiscal year, 5% of the Current Market Value of the Preferred Stock on the date such regular cash dividend was first
declared); or (b) offer to the holders of its Preferred Stock rights, options or warrants to subscribe for or to purchase any
additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options; or (c) effect any
reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of
Preferred Stock, a change in the par value of such Preferred Stock or a change from par value to no par value); or (d) directly or
indirectly effect any consolidation or merger into or with, or effect any sale, lease, exchange or other transfer or disposition (or to
permit one or more of its Subsidiaries to effect any sale, lease, exchange or other transfer or disposition), in one transaction or a
series of related transactions, of more than 50% of the property, assets or earning power of the Company and its Subsidiaries
(taken as a whole) to, any other Person; or (e) effect the liquidation, dissolution or winding up of the Company, then, in each such
case, the Company shall give to each holder of a Right, in accordance with Section 25, a notice of such proposed action, which
shall specify any record date for the purposes of such stock dividend, distribution or rights, or the date on which such
reclassification, consolidation, merger, sale, lease, exchange, transfer, disposition, liquidation, dissolution, or winding up is to take
place and if such holders will or may participate therein, the date of participation therein by the holders of Common Stock and/or
Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (a) or
(b) above at least 20 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and
in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of
participation therein, if any, by the holders of Preferred Stock, whichever shall be the earlier.
In case any Triggering Event or Business Combination shall occur, then, in any such case, the Company shall as soon as
practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, notice of the occurrence of such
Triggering Event or Business Combination, which shall specify the Triggering Event or Business Combination and include a
description of the consequences of such event to holders of Rights under Section 11(a) (ii) or 13.
36
The failure to give notice as required by this Section 24 or any defect therein shall not affect the legality or validity of the action
taken by the Company or the vote upon any such action.
Section 25. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder
of any Rights Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address (or another person’s attention) is filed in writing with the Rights Agent) as follows:
ATMI, Inc.
7 Commerce Drive
Danbury, Connecticut 06810
Attention: General Counsel
Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company
or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address (or another person’s attention) is filed in writing with the Company) as follows:
Fleet National Bank

c/o EquiServe Limited Partnership
150 Royall Street
Canton, MA 02021
Attention: Client Administration
Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to or on the holder of
any Rights Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at
the address of such holder as shown on the registry books of the Company (or, if no Rights Certificates have been issued, if sent
by first-class mail, postage prepaid, addressed to the holder of a certificate representing shares of Common Stock at the address
of such holder as shown on the Company’s Common Stock registry books).
Section 26. Amendments and Supplements. This Agreement may not be amended or supplemented except as permitted in Section
26(a) or 26(b) or as contemplated by Section 11(a) (iii).
(a) At any time prior to the Stock Acquisition Date, a majority of the Board of Directors of the Company may, and the Rights
Agent shall, if so directed, amend or supplement any provision of this Agreement without the approval of any holders of Rights.
37
(b) From and after the Stock Acquisition Date, a majority of the Board of Directors of the Company may, and the Rights Agent
shall, if so directed, amend or supplement this Agreement without the approval of any holders of Rights Certificates (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained in this Agreement which may be defective or inconsistent with
any other provision of this Agreement, or (iii) to change or supplement the provisions hereunder in any manner which the
Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Certificates
(other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person).
(c) Immediately upon the action of a majority of the Board of Directors providing for any amendment or supplement pursuant to
this Section 26, and without any further action and without notice, such amendment or supplement shall be deemed effective.
Promptly following the adoption of any amendment or supplement pursuant to this Section 26, the Company shall deliver to the
Rights Agent a copy, certified by the Secretary or any Assistant Secretary of the Company, of resolutions of a majority of the
Board of Directors of the Company adopting such amendment or supplement. Upon such delivery, the amendment or supplement
shall be administered by the Rights Agent as part of this Agreement in accordance with the terms of this Agreement, as so
amended or supplemented.
Section 27. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights
Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.
Section 28. Benefits of this Agreement; Determinations and Actions by the Board of Directors. Nothing in this Agreement shall be
construed to give to any Person other than the Company, the Rights Agent and the registered holders of Rights any legal or
equitable right, remedy or claim under this Agreement; and this Agreement shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the registered holders of the Rights.
The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise
all rights and powers specifically granted to the Board of Directors of the Company or the Company, or as may be necessary or
advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions
of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement
(including a determination to redeem or not redeem the Rights, to exchange or not exchange the Rights for Common Stock or other
securities of the Company, or to amend or supplement this Agreement). All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made
by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights
Agent, the holders of the Rights and all other Persons, and (y) not subject the Board of Directors of the Company to any liability
to the holders of the Rights.
Section 29. Severability.
(a) If any term, provision, covenant or restriction of this Agreement or the application thereof to any Person or to any
circumstance is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
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(b) If legal counsel to the Company delivers to the Company a written opinion to the effect that, as a result of changes in federal
law or Delaware law, any term, provision, covenant or restriction of this Agreement may be invalid, void or unenforceable, then,
notwithstanding any other provision of this Agreement to the contrary, the Company and the Rights Agent may amend this
Agreement to modify, revise or delete such term, provision, covenant or restriction to the extent necessary to comply with such
law as so changed.
Section 30. Governing Law. This Agreement and each Rights Certificate issued hereunder shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the internal
laws of such State applicable to contracts to be made and performed entirely within such State.
Section 31. Counterparts. This Agreement may be executed in counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and both such counterparts shall together constitute but one and the same instrument.
Section 32. Descriptive Headings. Descriptive headings of the several Sections of this Agreement are inserted for convenience
only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
Section 33. Grammatical Construction. Throughout this Agreement, where such meanings would be appropriate, (a) any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms (e.g., references to “he” shall also include “she”
and “it” and references to “who” and “whom” shall also include “which”), (b) the plural form of nouns and pronouns shall include
the singular and vice-versa, (c) reference to a Section means a Section of this Agreement, and (d) the word “including” means
“including, without limitation,” whether expressly stated or not.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above written.
ATMI, INC.
Attest:
By:
Secretary Name: Daniel P. Sharkey
Title: Vice President, Chief Financial Officer and
Treasurer
[Corporate Seal]
FLEET NATIONAL BANK
Attest:
By:
Name: Name:
Title: Title:
[Corporate Seal]
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Exhibit A
Form of Certificate of Designation
Certificate of Designation
of
ATMI, Inc.
Pursuant to Section 151 of the General Corporation Law of the State of Delaware
We, Daniel P. Sharkey, Vice President, Chief Financial Officer and Treasurer, and Ward Stevens, Secretary, of ATMI, Inc., a
corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance
with the provisions of Section 103 thereof, DO HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation, the
Board of Directors on October 13, 2000, adopted the following resolution creating a series of 350,000 shares of Preferred Stock
designated as Series A Junior Participating Preferred Stock:
RESOLVED, that, pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions
of its Certificate of Incorporation, a series of Preferred Stock of the Corporation be and it hereby is created, and that the
preferences and relative, participating, optional or other rights and the qualifications, limitations or restrictions thereof are as
follows:
SECTION 1. Designation and Amount. The designation of the series of Preferred Stock created by this resolution shall be
“Series A Junior Participating Preferred Stock” and the number of shares constituting such series shall be 350,000.
SECTION 2. Dividends and Distributions.
(A) Out of the surplus or net profits of the Corporation legally available for the payment of dividends, the holders of shares of
Series A Junior Participating Preferred Stock shall be entitled to receive, when and as such dividends may be declared by the
Board of Directors, quarterly dividends payable in cash on the tenth days of March, June, September and December in each year
(each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount
per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter
set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par
value $.01 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of
Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after November 9, 2000 (the “Rights
Declaration Date”) (i) pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares by
reclassification of its shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior
Participating Preferred Stock shall have been entitled immediately prior to such event under clause (b) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common
Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock
that were outstanding immediately prior to such event.
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(B) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from
the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred
Stock, unless the date of issue of such shares shall be prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date on which shares of Series A Junior Participating
Preferred Stock are first issued, or unless the date of issue shall be a Quarterly Dividend Payment Date or shall be a date after the
record date for the next Quarterly Dividend Payment Date and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. No interest, or sum
of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears.
(C) Dividends payable upon the share of Series A Junior Participating Preferred Stock shall be cumulative (whether or not in any
dividend period or periods there shall be surplus or net profits of the Corporation legally available for the payment of such
dividends) so that, if on any Quarterly Dividend Payment Date dividends upon the outstanding shares of Series A Junior
Participating Preferred Stock shall not have been paid, or declared and a sum sufficient for the payment thereof set apart for such
payment, the amount of the deficiency shall be fully paid, but without interest, or dividends in such amount declared on the
shares of Series A Junior Participating Preferred Stock and a sum sufficient for the payment thereof set apart for such payment,
before any dividend shall be declared or paid upon or set apart for, or any other distribution shall be made in respect of, or any
payment shall be made in respect of, or any payment shall be made on account of the purchase of, the Common Stock or any
series of Preferred Stock subordinate to the Series A Junior Participating Preferred Stock.
SECTION 3. Distributions to Holders of Series A Junior Participating Preferred Stock and Common Stock. Out of any surplus or
net profits of the Corporation legally available for dividends remaining after full cumulative dividends upon any series of Preferred
Stock ranking senior to Series A Junior Participating Preferred Stock shall have been paid for all past dividend periods, and after
or concurrently with making payment of, or declaring and setting apart for payment, full dividends on any series of Preferred
Stock ranking senior to the Series A Junior Participating Preferred Stock then outstanding to the most recent Quarterly Dividend
Payment Date and after the Corporation shall have complied with the provisions in respect of any and all amounts then or
theretofore required to be set aside in respect of any sinking fund or purchase fund with respect to any series of Preferred Stock
ranking senior to Series A Junior Participating Preferred Stock then outstanding and entitled to the benefit of a sinking fund or
purchase fund, and after the Corporation shall have made provision for compliance in respect of the current sinking fund or
purchase period for any series of Preferred Stock ranking senior to Series A Junior Participating Preferred Stock, then and not
otherwise the holders of Series A Junior Participating Preferred Stock shall be entitled to or may receive dividends and redemption
payments as provided herein. Out of any surplus or net profits of the Corporation legally available for dividends remaining after
full cumulative dividends upon the shares of Series A Junior Participating Preferred Stock then outstanding shall have been paid
through the preceding Quarterly Dividend Payment Date, and after the Corporation shall have complied with the provisions in
respect of any and all amounts then or theretofore required (if any) to be set aside or applied in respect of any redemption
payments in respect of shares of Series A Junior Participating Preferred Stock, then and not otherwise, the holders of Common
Stock and of any series of Preferred Stock ranking subordinate to Series A Junior Participating Preferred Stock shall, subject to the
rights of any other series of Preferred Stock then outstanding, to paragraph (A) of Section 2 hereof and to the provisions of the
Certificate of Incorporation, be entitled to receive such dividends as may from time to time be declared by the Board of Directors.
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SECTION 4. Voting.
(A) Holders of shares of Series A Junior Participating Preferred Stock shall be entitled to 100 votes for each share of stock held. In
the event the Corporation shall at any time after the Rights Declaration Date (i) pay any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a
smaller number of shares or (iv) issue any shares by reclassification of its shares of Common Stock, then in each such case the
number of votes per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number of votes by a fraction the numerator of which shall be the
number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number
of shares of Common Stock that were outstanding immediately prior to such event. Except as provided in this Section 4 and except
as may be required by applicable law, holders of shares of Series A Junior Participating Preferred Stock shall vote with the
Common Stock on all matters required to be submitted to holders of Common Stock and shall not be entitled to vote as a separate
class with respect to any matter.
(B) So long as any shares of Series A Junior Participating Preferred Stock shall be outstanding, the Corporation shall not, without
the affirmative vote or written consent of the holders of a majority of the aggregate number of shares of Series A Junior
Participating Preferred Stock at the time outstanding (or such greater percentage as may be required under applicable law), acting
as a single class, alter or change the powers, preferences or rights given to the Series A Junior Participating Preferred Stock by the
Certificate of Incorporation so as to affect such powers, preferences or rights adversely.
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(C) If at the time of any annual meeting of stockholders of the Corporation for the election of directors a default in preference
dividends, as the term “default in preference dividends” is hereinafter defined with respect to the Series A Junior Participating
Preferred Stock, shall exist, the holders of the Series A Junior Participating Preferred Stock, voting separately as a class with the
holders of any other series of Preferred Stock so entitled to vote, shall have the right to elect two members of the Board of
Directors; and the holders of the Common Stock shall not be entitled to vote in the election of the directors of the Corporation to
be elected as provided in the foregoing clause. Whenever a default in preference dividends shall commence to exist, the
Corporation, upon the written request of the holders of 5% or more of the outstanding shares of Preferred Stock so entitled to
vote, shall call a special meeting of the holders of the Preferred Stock so entitled to vote, such special meeting to be held within
120 days after the date on which such request shall be received by the Corporation, for the purpose of enabling such holders to
elect members of the Board of Directors as provided in the immediately preceding sentence; provided, however, that such special
meeting need not be called if an annual meeting of stockholders of the Corporation for the election of directors shall be scheduled
to be held within such 120 days; and provided further that in lieu of any such special meeting, the election of the directors to be
elected thereat may be effected by the written consent of the holders of a majority of the outstanding shares that would be
entitled to be voted upon at such special meeting. Prior to any such special meeting or meetings, the number of directors of the
Corporation shall be increased to the extent necessary to provide as additional places on the Board of Directors the directorships
to be filled by the directors to be elected thereat. Any director elected as aforesaid by the holders of shares of referred Stock or of
any series thereof shall cease to serve as such director whenever a default in preference dividends shall cease to exist. If, prior to
the end of the term of any director elected as aforesaid by the holders of shares of the Preferred Stock or of any series thereof, or
elected by the holders of Common Stock, a vacancy in the office of such director shall occur by reason of death, resignation,
removal or disability, or for any other cause, such vacancy shall be filled for the unexpired term in the manner provided in the
Bylaws; provided, however, that if such vacancy shall be filled by election by the stockholders at a meeting thereof, the right to
fill such vacancy shall be vested in the holders of that class of stock or series thereof which elected the director the vacancy in
the office of whom is so to be filled, unless, in any such case, no default in preference dividends shall exist at the time of such
election. For the purposes of this paragraph (C), a “default in preference dividends” with respect to the Series A Junior
Participating Preferred Stock shall be deemed to have occurred whenever the amount of dividends in arrears upon the Series A
Junior Participating Preferred Stock shall be equivalent to six full quarterly dividends or more, and, having so occurred, such
default in preference dividends shall be deemed to exist thereafter until, but only until, all dividends in arrears on all shares of the
Series A Junior Participating Preferred Stock then outstanding shall have been paid. The term “dividends in arrears” whenever
used in this paragraph (C) with reference to the Series A Junior Participating Preferred Stock shall be deemed to mean (whether or
not in any dividend period in respect of which such term is used there shall have been surplus or net profits of the Corporation
legally available for the payment of dividends) that amount which shall be equal to cumulative dividends at the rate for the
Series A Junior Participating Preferred Stock for all past quarterly dividend periods less the amount of all dividends paid, or
deemed paid, for all such periods upon such Series A Junior Participating Preferred Stock. Nothing herein contained shall be
deemed to prevent an increase in the number of directors of the Corporation pursuant to its Bylaws as from time to time in effect
so as to provide as additional places on the Board of Directors directorships to be filled by the directors so to be elected by the
holders of the Series A Junior Participating Preferred Stock, or to prevent any other change in the number of the directors of the
Corporation.
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(D) Except as set forth herein or as otherwise required by law, holders of Series A Junior Participating Preferred Stock shall have
no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.
SECTION 5. Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by
the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new
series of Preferred Stock to be created by resolution or resolutions of the Board of Directors.
SECTION 6. Liquidation Rights.
(A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation (“Liquidation”), the holders of
shares of Series A Junior Participating Preferred Stock shall be entitled to receive out of the assets of the Corporation available for
distribution to its stockholders, before any payment or distribution shall be made on the shares of any series of Preferred Stock
subordinate to Series A Junior Participating Preferred Stock as to assets in the event of any Liquidation (“Junior Shares”) or on
the Common Stock, the amount of $100.00 per share, plus a sum equal to all dividends (whether or not earned or declared) on such
shares accrued and unpaid thereon through the date of final distribution (the “Series A Liquidation Preference”).
(B) The shares of Series A Junior Participating Preferred Stock shall be subordinate to any other series of Preferred Stock unless
the provisions of such other series provide otherwise, and shall be preferred over the Common Stock, as to assets in the event of
any Liquidation. In the event of any Liquidation, the holders of the shares of Series A Junior Participating Preferred Stock shall be
entitled to receive, out of the assets of the Corporation available for distribution to its stockholders (after payment in full of all
amounts payable in respect of any series of Preferred Stock ranking senior to Series A Junior Participating Preferred Stock), an
amount determined as provided in paragraph (A) of this Section 6 for every share of Series A Junior Participating Preferred Stock
before any distribution of assets shall be made to the holders of any Junior Shares or to the holders of the Common Stock. If, in
the event of any Liquidation, the holders of the Series A Junior Participating Preferred Stock shall have received all the amounts
to which they shall be entitled in accordance with the terms of paragraph (A) of this Section 6, no additional distributions shall be
made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing
(i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in paragraph (C) of this Section 6 to reflect
such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause
(ii) being referred to herein as the “Adjustment Number”). Following the payment of the full amount of the Common Adjustment in
respect of all outstanding shares of Common Stock, holders of Series A Junior Participating Preferred Stock and holders of shares
of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed to the holders of
Series A Junior Participating Preferred Stock and Common Stock in the ratio of the Adjustment Number to 1 with respect to such
Preferred Stock and Common Stock, on a per share basis, respectively. If, upon any Liquidation, the amounts payable on or with
respect to Series A Junior Participating Preferred Stock and any series of Preferred Stock ranking on a parity with Series A Junior
Participating Preferred Stock are not paid in full, the holders of shares of such Preferred Stock shall share ratably in any
distribution of assets according to the respective amounts which would be payable in respect of the shares held by them upon
such distribution if all amounts payable on or with respect to such Preferred Stock were paid in full.
45
(C) In the event the Corporation shall at any time after the Rights Declaration Date (i) pay any dividend on Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a
smaller number of shares or (iv) issue any shares by reclassification of its shares of Common Stock, then in each such case the
Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a
fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the
denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
(D) Neither the sale, lease or exchange (for cash, shares of stock, securities or other consideration) of all or substantially all the
property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation or
other entity or the merger or consolidation of any other corporation or other entity into or with the Corporation shall be deemed to
be a Liquidation for the purposes of this Section 6.
SECTION 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock shall be exchanged for or changed into other stock or securities, cash and/or
any other property, then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100
times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which
or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares by
reclassification of its shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect
to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount
by a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event
and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such
event.
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SECTION 8. Optional Redemption.
(A) The Corporation shall have the option to redeem the whole or any part of the Series A Junior Participating Preferred Stock at
any time at a redemption price equal to, subject to the provision for adjustment hereinafter set forth, 100 times the “current per
share market price” of the Common Stock on the date of the mailing of the notice of redemption, together with unpaid accumulated
dividends to the date of such redemption. In the event the Corporation shall at any time after the Rights Declaration Date (i) pay
any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, (iii) combine
the outstanding Common Stock into a smaller number of shares or (iv) issue any shares by reclassification of its shares of
Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock
shall be otherwise entitled immediately prior to such event under the immediately preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock outstanding
immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding
immediately prior to such event. The “current per share market price” on any date shall be deemed to be the average of the closing
prices per share of such Common Stock for the 10 consecutive Trading Days (as such term in hereinafter defined) immediately
prior to such date. The closing price for each Trading Day shall be the last sale price, regular way, on such day or, in case no such
sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day in either case as reported
in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York
Stock Exchange (“NYSE”) or, if the Common Stock is not listed or admitted to trading on the NYSE, as reported in the principal
consolidated transaction reporting system with respect to securities listed on the principal United States national securities
exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading
on any United States national securities exchange, the last quoted sale price on such day or, if not so quoted the average of the
high bid and low asked prices in the over-the-counter market on such day, as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System (“NASDAQ”) or such other system then in use or, if on any such day the Common
Stock is not quoted by any such system, the average of the closing bid and asked prices on such day as furnished by a
professional market maker making a market in the Common Stock selected by the Board of Directors of the Corporation (which
selection shall be final, binding and conclusive for all purposes) or, if on such day no such market maker is be making a market in
the Common Stock, the fair market value of the Common Stock on such date as determined in good faith by the Board of Directors
of the Corporation (which determination shall be final, binding and conclusive for all purposes). The term “Trading Day” shall
mean a day on which the principal United States national securities exchange on which the Common Stock is be listed or admitted
to trading is open for the transaction of business or, if the Common Stock is not listed or admitted to trading on any United States
national securities exchange, but are traded in the over-the-counter market and reported by NASDAQ, then any day for which
NASDAQ reports the high bid and low asked prices in the over-the-counter market, or if the Common Stock is not traded in the
over-the counter market and reported by NASDAQ, then any day other than a Saturday, Sunday or a day on which banking
institutions in the State of New York are authorized or obligated by law or executive order to close.
47
(B) Notice of any such redemption shall be given by mailing to the holders of the Series A Junior Participating Preferred Stock a
notice of such redemption, first class postage prepaid, not later than the thirtieth day and not earlier than the sixtieth day before
the date fixed for redemption, at their last address as the same shall appear upon the books of Corporation. Any notice which shall
be mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the stockholder
shall have received such notice, and failure duly to give such notice by mail, or any defect in such notice, to any holder of
Series A Junior Participating Preferred Stock shall not affect the validity of the proceedings for the redemption of such Series A
Junior Participating Preferred Stock.
(C) If less than all the outstanding shares of the Series A Junior Participating Preferred Stock are to be redeemed by the
Corporation, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed
shall be determined by lot or pro rata or in such fair and equitable other manner as may be prescribed by resolution of the Board of
Directors.
(D) The notice of redemption to each holder of Series A Junior Participating Preferred Stock shall specify (a) the number of shares
of Series A Junior Participating Preferred Stock of such holder to be redeemed, (b) the date fixed for redemption, (c) the
redemption price and (d) the place of payment of the redemption price.
(E) If any such notice of redemption shall have been duly given or if the Corporation shall have given to the bank or trust
company hereinafter referred to irrevocable written authorization promptly to give or complete such notice, and if on or before the
redemption date specified therein the funds necessary for such redemption shall have been deposited by the Corporation with the
bank or trust company designated in such notice, doing business in the United States of America and having a capital, surplus
and undivided profits aggregating at least $100,000,000 according to its last published statement of condition, in trust for the
benefit of the holders of Series A Junior Participating Preferred Stock called for redemption, then, notwithstanding that any
certificate for such shares so called for redemption shall not have been surrendered for cancellation, from and after the time of
such deposit all such shares called for redemption shall no longer be deemed outstanding, all rights with respect to such shares
shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith cease and terminate, except the
right of the holders thereof to receive from such bank or trust company at any time after the time of such deposit the funds so
deposited, without interest. In case less than all the shares represented by any surrendered certificate shall be redeemed, a new
certificate shall be issued representing the unredeemed shares. Any interest accrued on such funds so deposited shall be paid to
the Corporation from time to time. Any funds so deposited and unclaimed at the end of six years from such redemption date shall
be repaid to the Corporation, after which the holders of shares of Series A Junior Participating Preferred Stock called for
redemption shall look only to the Corporation for payment thereof; provided, however, that any funds so deposited which shall
not be required for redemption because of the exercise of any privilege of conversion or exchange subsequent to the date of
deposit shall be repaid to the Corporation forthwith.
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SECTION 9. Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of Preferred Stock as to
the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.
SECTION 10. Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share which shall
entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.
IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties
of perjury this 13th day of October, 2000.
Daniel P. Sharkey
Vice President, Chief Financial Officer and
Treasurer
Attest:
Ward Stevens
Secretary
Exhibit B
Form of Rights Certificate
Certificate No. R-
Rights
NOT EXERCISABLE AFTEROCTOBER 12, 2010 OR EARLIER IF NOTICE OF REDEMPTION OR EXCHANGE IS GIVEN. THE
RIGHTS ARE SUBJECT TO REDEMPTION OR EXCHANGE, AT THE OPTION OF THE COMPANY, ON THE TERMS SET
FORTH IN THE RIGHTS AGREEMENT. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE
BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN ASSOCIATE OR
AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY,
THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE
CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]
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Rights Certificate
ATMI, INC.
This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of
which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of October 13,
2000 (as amended, the “Rights Agreement”) between ATMI, Inc., a Delaware corporation (the “Company”), and Fleet National
Bank (the “Rights Agent”), unless notice of redemption shall have been previously given by the Company, to purchase from the
Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New
York, New York time on October 12, 2010, at the principal corporate trust office of the Rights Agent, or at the office of its
successor as Rights Agent, one one-hundredth of a fully paid and nonassessable share of the Junior Participating Preferred
Stock, par value $.01 per share, of the Company (the “Preferred Stock”), at a purchase price (the “Purchase Price”) of $175.00 per
one one-hundredth share, upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase duly
executed. The Purchase Price may be paid in cash or by certified bank check or bank draft payable to the order of the Company.
As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities, cash or
other property which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to
modification and adjustment upon the occurrence of certain events.
If the Rights evidenced by this Rights Certificate are or were formerly beneficially owned, on or after the earlier of the Distribution
Date and the Stock Acquisition Date, by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, or (ii) a
direct or indirect transferee of an Acquiring Person (or of any Associate or Affiliate of an Acquiring Person), such Rights may
become null and void, in which event the holder of any such Right (including any subsequent holder) shall not have any rights
with respect to such Right.
This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions
and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is
hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights
Agent, the Company and the holders of the Rights Certificates. Capitalized terms used but not defined in this Rights Certificate
that are defined in the Rights Agreement shall have the same meanings ascribed to them in the Rights Agreement. Copies of the
Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights
Agent.
50
This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal corporate trust office of the
Rights Agent, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other property as the Rights evidenced by
the Rights Certificate or Rights Certificates surrendered entitled such holder to purchase. If this Rights Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for
the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (a) may be redeemed by the
Board of Directors of the Company at its option at a redemption price of $.01 per Right, subject to adjustment, payable, at the
election of the Company, in cash or shares (including fractional shares) of Common Stock or such other consideration as the
Board of Directors may determine at any time prior to the earlier of (i) 12:00 a.m. (midnight, New York, New York time) on the Stock
Acquisition Date, and (ii) the Expiration Date, or (b) may be exchanged after the Stock Acquisition Date by the Board of Directors
of the Company at its option in whole or in part for shares of the Company’s Common Stock or other Company securities.
No fractional shares of Preferred Stock (other than fractions that are integral multiples of one one-hundredth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts) are required to be issued upon
the exercise of any Right or Rights evidenced hereby, but in lieu thereof the Company may elect to (i) evidence fractional shares
by depositary receipts, (ii) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in
bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or
warrants aggregating a full share, or (iii) make a cash payment, as provided in the Rights Agreement.
No holder of this Rights Certificate, as such, shall be entitled to vote or to receive dividends on, or shall be deemed for any
purpose the holder of, Preferred Stock or of any other securities, cash or property which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement or this Rights Certificate be construed to confer upon the
holder hereof, as such, any of the rights of a stockholder of the Company, including, without limitation, any right to vote for the
election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or to institute, as a holder of Preferred Stock or other securities
issuable on the exercise of the Rights represented by this Rights Certificate, any derivative action, or otherwise, until and only to
the extent the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
51
WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____ , _____.
ATMI, INC.
By:
Daniel P. Sharkey
Chief Financial Officer, Vice President and
Treasurer
Countersigned:
Fleet National Bank
By:
Name:
Title:
[Form of Reverse Side of Rights Certificate]
Form of Assignment
(To be executed by the registered holder if such holder desires

to transfer the Rights Certificate.)
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(Please print name and address of transferee) Rights evidenced by this Rights Certificate, together with all right, title
and interest therein, and does hereby irrevocably constitute and appoint with a power of attorney to transfer the said
Rights and a Rights Certificate evidencing such Rights on the books of ATMI, Inc., with full power of substitution.
A new Rights Certificate evidencing the remaining balance, if any, of such Rights not hereby sold, assigned and transferred shall
be mailed to and registered in the name of the undersigned unless such person requests that such Rights Certificate be registered
in the name of and mailed to (complete only if a Rights Certificate evidencing any remaining balance of Rights is to be registered
in a name other than the name of the undersigned):
Please insert Social Security or other identifying number of transferee:
(Please print name and address:
52
The undersigned hereby certifies by checking the appropriate boxes that:
(1) this Rights Certificate or any Rights evidenced hereby _____ are _____ are not being sold, assigned and transferred by or
on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are
defined in the Rights Agreement); and
(2) after due inquiry and to the best knowledge of the undersigned, the undersigned _____ did _____ did not acquire any of
the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate of
an Acquiring Person.
Dated:
Signature
Signature Guaranteed:
Signatures must be guaranteed by an eligible guarantor institution with membership in a recognized signature guarantee medallion
program as approved by the Stock Transfer Association.
53
Notice
The signature on the foregoing Form of Assignment must correspond to the name as written upon the face of this Rights
Certificate in every particular, without alteration or enlargement or any change whatsoever.
In the event the certification set forth above in the Form of Assignment is not completed, the Company will deem the beneficial
owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined
in the Rights Agreement) and, in the case of an assignment or other transfer of this Rights Certificate or any Rights evidenced
hereby, will affix a legend to that effect on any Rights Certificate issued in whole or partial exchange for this Rights Certificate.
54
Form of Election to Purchase
(To be executed if holder desires to exercise

the Rights represented by this Rights Certificate)
To: ATMI, Inc.
The undersigned hereby irrevocably elects to exercise Rights represented by this Rights Certificate to purchase the
shares of Preferred Stock or other securities, cash or other property issuable upon the exercise of such Rights and requests that
certificates for such shares or other securities be issued in the name of, and such cash or other property be paid to:
Please insert social security or other identifying number:
(Please print name and address)
A new Rights Certificate evidencing the remaining balance, if any, of such Rights not hereby exercised shall be mailed to and
registered in the name of the undersigned unless such person requests that such Rights Certificate be registered in the name of
and mailed to (complete only if Rights Certificate evidencing any remaining balance of Rights is to be registered in a name other
than the name of the undersigned):
Please insert social security or other identifying number:
(Please print name and address)
55
Certificate
The undersigned hereby certifies by checking the appropriate boxes that:
(1) the Rights evidenced by this Rights Certificate _____ are _____ are not being exercised by or on behalf of a Person who is
or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights
Agreement); and
(2) after due inquiry and to the best knowledge of the undersigned, the undersigned _____ did _____ did not acquire the
Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate of an
Acquiring Person.
Dated:
Signature:
Signature Guaranteed:
Signatures must be guaranteed by an eligible guarantor institution with membership in a recognized signature guarantee medallion
program as approved by the Stock Transfer Association.
56
Notice
The signature on the foregoing Form of Election to Purchase must correspond to the name as written upon the face of this Rights
Certificate in every particular, without alteration or enlargement or any change whatsoever.
In the event the certification set forth above in the Form of Election to Purchase is not completed, the Company will deem the
beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof
(as defined in the Rights Agreement) and, in the case of an assignment or other transfer of this Rights Certificate or any Rights
evidenced hereby, will affix a legend to that effect on any Rights Certificate issued in whole or partial exchange for this Rights
Certificate.
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Exhibit C
Summary of Rights to Purchase Preferred Stock
On October 13, 2000, the Board of Directors of ATMI, Inc. (the “Company”) authorized the issuance of one preferred share
purchase right (a “Right”) for each outstanding share of common stock, par value $.01 per share (the “Common Stock”), of the
Company. The distribution is payable to the stockholders of record at the close of business on November 9, 2000 (the “Record
Date”), which is also the payment date, and with respect to all shares of Common Stock that become outstanding after the Record
Date and prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights, the exchange of the Rights,
or the expiration of the Rights (and, in certain cases, following the Distribution Date). Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of a Junior Participating Preferred Stock, par value $.01 per share, of
the Company (the “Preferred Stock”) at an exercise price of $175.00 per one one-hundredth of a share of Preferred Stock (the
“Purchase Price”), subject to adjustment. The description and terms of the Rights, and certain defined terms used herein, are set
forth in a Rights Agreement (as amended, the “Rights Agreement”) between the Company and Fleet National Bank as Rights
Agent (the “Rights Agent”), dated as of October 13, 2000.
Until the earlier to occur of (i) the expiration of the Company’s redemption rights on the date of public disclosure that a person or
group other than certain Exempt Persons (an “Acquiring Person”), together with persons affiliated or associated with such
Acquiring Person (other than those that are Exempt Persons), has acquired, or obtained the right to acquire, beneficial ownership
of 15% or more (20% or more in the case of certain acquisitions by institutional investors) of the outstanding Common Stock (the
“Stock Acquisition Date”) and (ii) the tenth business day after the date (the “Tender Offer Date”) of commencement or public
disclosure of an intention to commence a tender offer or exchange offer by a person other than an Exempt Person if, upon
consummation of the offer, such person could acquire beneficial ownership of 15% or more of the outstanding Common Stock
(the earlier of such dates being called the “Distribution Date”), the Rights will be evidenced by Common Stock certificates and not
by separate certificates. The Rights Agreement provides that, until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or
earlier redemption, exchange or expiration of the Rights), new Common Stock certificates issued after November 13, 2000, upon
transfer or new issuance of shares of Common Stock, will contain a notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights) the surrender for transfer of any certificate
for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right
Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date, and
such separate Right Certificates alone will evidence the Rights.
58
The Rights will first become exercisable on the Stock Acquisition Date (unless sooner redeemed or exchanged). The Rights will
expire at the close of business on October 12, 2010 (the “Expiration Date”), unless earlier redeemed or exchanged by the Company
as described below.
The Purchase Price payable, and the number of shares of Preferred Stock or other securities, cash or other property issuable, upon
exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend or
distribution on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights, options or warrants to subscribe for Preferred Stock or securities convertible into or
exchangeable for Preferred Stock at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders
of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends, subject to certain
limitations set forth in the Rights Agreement) or of subscription rights or warrants (other than those referred to above). In
addition, the Purchase Price payable, and the number of shares of Preferred Stock purchasable, on exercise of a Right is subject to
adjustment in the event that the Company should (i) declare or pay any dividend on the Common Stock payable in Common Stock
or (ii) effect a subdivision or combination of the Common Stock into a different number of shares of Common Stock.
With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment
of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral
multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the
last trading date prior to the date of exercise.
In the event that there is public disclosure that an Acquiring Person has become such, proper provision would be made so that
each holder of a Right, other than Rights that are or were beneficially owned by the Acquiring Person and certain related persons
and transferees (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of
Common Stock (or other securities) having at the time of such transaction a market value of two times the Purchase Price of the
Right. In addition, the Company’s Board of Directors has the option of exchanging all or part of the Rights (excluding void Rights)
for an equal number of shares of Common Stock in the manner described in the Rights Agreement.
In the event that, at any time following public disclosure that an Acquiring Person has become such, the Company is involved in
a merger or other business combination transaction where the Company is not the surviving corporation or where the Common
Stock is changed or exchanged or in a transaction or transactions as a result of which 50% or more of its consolidated assets or
earning power are sold, proper provision would be made so that each holder of a Right (other than such Acquiring Person and
certain related persons or transferees) shall thereafter have the right to receive, upon the exercise thereof at the then current
Purchase Price of the Right, that number of shares of common stock of the acquiring company or the Company, as the case may
be, which at the time of such transaction would have a market value of two times the Purchase Price of the Right.
59
At any time prior to public disclosure that an Acquiring Person has become such, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right (the “Redemption Price”), payable in cash, shares
(including fractional shares) of Common Stock or any other form of consideration deemed appropriate by the Board of Directors.
At any time prior to the Distribution Date, the Board of Directors of the Company may amend or supplement the Rights
Agreement without the approval of the Rights Agent or any holder of the Rights. From and after the Distribution Date, the Board
of Directors of the Company may generally only amend or supplement the Rights Agreement without such approval only to cure
ambiguity, correct or supplement any defective or inconsistent provision or change or supplement the Rights Agreement in any
manner which shall not adversely affect the interests of the holders of the Rights (other than an Acquiring Person or an affiliate or
associate thereof). Immediately upon the action of the Board of Directors providing for any amendment or supplement, such
amendment or supplement will be deemed effective.
The Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled
to a minimum preferential quarterly dividend payment, when, as and if declared by the Board of Directors of the Company, equal
to the greater of $1.00 per share and 100 times the dividend declared per share of Common Stock, subject to anti-dilution
adjustment. In the event of liquidation, the holders of the Preferred Stock will be entitled to a preferential liquidation payment
equal to $100 per share, plus accrued and unpaid dividends, subject to anti-dilution adjustment. Each share of Preferred Stock will
have 100 votes per share, subject to anti-dilution adjustment, voting together with the Common Stock. In the event of any merger,
consolidation or other transaction in which the Common Stock is exchanged, each share of Preferred Stock will be entitled to
receive 100 times the amount received per Common Stock, subject to anti-dilution adjustment.
Exempt Persons include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of
any Subsidiary of the Company and (iv) any Person holding Common Stock for any such employee benefit plan or for employees
of the Company or of any Subsidiary of the Company pursuant to the terms of any such employee benefit plan.
The Rights may have certain anti-takeover effects. The Rights may cause substantial dilution to a person or group (except as
described above with respect to an Exempt Person) that attempts to acquire the Company on terms not approved by the Board.
The Rights should not interfere with any merger or other business combination approved by the Board of Directors prior to the
time a person or group other than an Exempt Person has acquired beneficial ownership of 15% or more (20% or more in the case of
certain acquisitions by institutional investors) of the Common Stock, because until such time the Rights may generally be
redeemed by the Company at $.01 per Right.
Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to the Company’s
Current Report on Form 8-K.
A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein
by reference.
60
Exhibit 10.04
AGREEMENT OF LEASE
BETWEEN
MELVYN J. POWERS AND MARY P. POWERS

D/B/A M&M REALTY
(“LESSOR”)
AND
ADVANCED TECHNOLOGY MATERIALS, INC.

(“LESSEE”)
For Premises Located At:

7 Commerce Drive
Dated: December 23, 1994

TABLE OF CONTENTS
1. DEFINITIONS 1
2. PREMISES 3
3. USE AND COMPLIANCE 4
4. ENVIRONMENTAL PROVISIONS 5
5. FIXED RENT 8
6. REAL ESTATE TAXES 9
7. INSURANCE AND INDEMNITY 10
8. LESSOR’S RIGHT OF ENTRY 11
9. REPAIRS AND MAINTENANCE 12
10. ALTERATIONS 13
11. DAMAGE AND DESTRUCTION 15
12. SIGNS 16
13. UTILITIES 16
14. EMINENT DOMAIN 16
15. ASSIGNMENT AND SUBLETTING 17
16. LESSEE’S DEFAULT, REMEDIES 18
17. WAIVER OF SUMMARY PROCESS 19
18. HOLDING OVER 19
19. LESSEE’S PERSONALTY 20
20. NOTICE 20
21. SECURITY DEPOSIT 21
22. BROKERAGE 21
23. RENEWAL TERM 22
24. END OF TERM 22
25. WAIVER 22
26. SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE 23
27. ESTOPPEL CERTIFICATE 23
28. NOTICE OF LEASE 23
29. DEFINITION OF LESSOR 24
30. LIMITATION ON LIABILITY 24
31. TERMS AND HEADINGS 24
32. INVALIDITY 24
33. LESSOR’S SIGNS 24
34. QUIET ENJOYMENT 25
35. LESSOR’S DEFAULT 25
36. ATTORNEY’S FEES 25
37. ACCORD AND SATISFACTION 26
38. BINDING EFFECT 26
39. ENTIRE AGREEMENT AND GOVERNING LAW 26
EXHIBIT A PREMISES
EXHIBIT B LESSOR’S WORK
EXHIBIT C LESSEE’S INITIAL WORK
EXHIBIT D LESSEE’S ADDITIONAL WORK
EXHIBIT E TRI-PARTITE AGREEMENT
EXHIBIT F ESCROW AGREEMENT
EXHIBIT G ENVIRONMENTAL SURVEY

THIS AGREEMENT OF LEASE (this “Lease”) made as of the 23rd day of December, 1994, by and between MELVYN J.
POWERS and MARY P. POWERS, individuals d/b/a M&M REALTY, with an office address at 7 Finance Drive, Danbury,
Connecticut 06810 (together, the “Lessor”) and ADVANCED TECHNOLOGY MATERIALS, INC., a corporation organized and
existing under the laws of the State of Delaware with an office address at 7 Commerce Drive, Danbury, Connecticut 06810 (the
“Lessee”).
WITNESSETH AS FOLLOWS:
1. DEFINITIONS.
1.1. As used in this Lease, the following words and phrases shall have the meaning indicated:
(a) “Additional Rent”: All amounts payable by Lessee to Lessor under this Lease other than Fixed Rent, whether or not
expressly stated to constitute Additional Rent.
(b) “Affiliate(s)”: As to any Person, any other person which Controls or is under common Control with, or is Controlled
by such Person.
(c) “Building”: That building containing approximately 72,710 rentable square feet and known as 7 Commerce Drive,
Danbury, Connecticut 06810.
(d) “Business Day”: Any day other than:
(i) A Saturday or Sunday; or
(ii) A federal or state holiday.
(e) “Commencement Date”: The first (1st) day of September, 1995.
(f) “Control(s)(led)”: The direct or indirect ownership of more than fifty (50%) percent of all the voting stock of a
corporation or more than fifty (50%) percent of the legal and equitable interests in any other type of business entity.
(g) “Fee Mortgagee”: Any holder of a loan secured by a mortgage on, or deed of trust with respect to, Lessor’s fee
simple interest in the Building and/or the Premises or any part thereof, now or hereafter existing.
(h) “Fixed Rent”: The annual rent described in Section 5 of this Lease.
(i) “Governmental Entity”: Any federal, state, county, village, township or local government or quasi-government
agency, department, office, board or bureau having jurisdiction over the Premises or any portion thereof.
(j) “Initial Term”: A ten (10) year period commencing on the Commencement Date and ending on the 31st day of
August, 2005.
1
(k) “Laws”: All laws, statutes, ordinances, rules, regulations, orders, restrictions and other requirements of any
Governmental Entities, present or future, having jurisdiction over or affecting the Premises or the terms and conditions of this
Lease, including, (without limitation), the Americans with Disabilities Act, as the same may be amended from time to time.
(l) “Lease Year”:
(i) The twelve (12) month period commencing on the Commencement Date; and
(ii) Each twelve (12) month period commencing on each anniversary of the Commencement Date.
(m) “Lessee’s Additional Work”: The work more particularly described in Exhibit D attached hereto and made a part
hereof.
(n) “Lessee’s Initial Work”: The work more particularly described in Exhibit C attached hereto and made a part hereof.
(o) “Lessee’s Initial Work Completion Date”: The first (1st) day of May, 1995.
(p) “Lessee’s Personalty”: Those items of Lessee’s personal property now or hereafter situated at the Premises and
more particularly described in Section 19 below.
(q) “Lessor’s Work”: The work more particularly described in Exhibit B attached hereto and made a part hereof.
(r) “Permits”: All licenses, permits and other written authorizations necessary to permit the construction, development,
ownership, use and occupancy of the Premises in full compliance with the Laws.
(s) “Person”: A natural person, a partnership, a corporation or any other form of business or legal association or entity.
(t) “Premises”: The Building and the real property upon which the Building is situated, together with any other
improvements constructed thereon, which real property is more particularly described in Exhibit A attached hereto and made a
part hereof.
(u) “Real Estate Taxes”: All taxes, assessments, water and sewer rents, and other charges levied upon the ownership of
the Premises by any public or quasi-public authority having jurisdiction. Subject to Section 6.5 below, Real Estate Taxes shall not
include any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax, or capital levy or taxes,
license fees or other charges on the Rent received by Lessor.
2
(v) “Renewal Option”: Lessee’s option to lease the Premises for the Renewal Term, as described in Section 23 below.
(w) “Renewal Term”: A further term of five (5) years following the Initial Term in the event that Lessee shall exercise the
Renewal Option.
(x) “Rent”: The Fixed Rent and the Additional Rent together.
Certain other words and phrases are defined elsewhere in this Lease, and are indicated by the use of initial capital letters.
2. PREMISES.
2.1. In consideration of the Rent hereby reserved and the covenants herein contained and on the part of Lessee to be paid,
performed and observed, and expressly subject to the provisions of Section 2.5 below, Lessor does hereby demise and lease unto
Lessee, and Lessee hereby hires from Lessor, the Premises, for the Initial Term, unless sooner terminated pursuant to any
provision of this Lease or pursuant to law.
2.2. It is agreed, stipulated and understood that Lessee is currently in sole occupation of the entire Premises, pursuant to an
Agreement of Sublease (the “Sublease”) dated as of August 1, 1990 and made by and between National Semiconductor
Corporation (“NSC”) and Lessee, which Sublease expires as of August 30, 1995 and that accordingly Lessee hereby accepts the
Premises absolutely and irrevocably in an “as is” and “with all faults” condition, and Lessee hereby expressly warrants and
stipulates that except as may be hereinafter set out, neither Lessor, nor any agent or employee of Lessor has made any
representation or warranty of any description whatsoever with respect to the Premises or any matters or circumstances related to
or affecting the same, and Lessee’s execution and delivery of this Lease is and shall at all times be construed as resulting solely
from Lessee’s independent knowledge of the Premises, provided that nothing in this Section 2.2 shall be construed as limiting
Lessor’s obligations pursuant to Section 2.4 and Section 9 below.
2.3. Prior to the Lessee’s Initial Work Completion Date, Lessee shall, at Lessee’s sole cost and expense, perform and
complete in a good and workmanlike manner, Lessee’s Initial Work.
2.4. Prior to the Commencement Date (but subject to Lessee’s compliance with the provisions of Section 2.3 above), Lessor
shall, at Lessor’s sole cost and expense, perform and complete in a good and workmanlike manner, Lessor’s Work. In the event
that Lessee shall fail to complete Lessee’s Initial Work prior to the Lessee’s Initial Work Completion Date, then without in any
way reducing or otherwise modifying Lessee’s obligations hereunder, Lessor shall be entitled to a period of time following the
Commencement Date for the completion of Lessor’s Work which is equal to the number of days between the Lessee’s Initial Work
Completion Date and the date upon which the completion of Lessee’s Initial Work actually occurs.
3
2.5. Notwithstanding any other provision herein contained, it is hereby expressly agreed, stipulated and understood that this
Lease and all rights, duties and liabilities hereunder are entirely subject to the receipt by Pullman & Comley (“Escrowee”) of the
sum of One Million Dollars ($1,000,000.00) in immediately available funds from NSC (the “Restoration Sum”), which Restoration
Sum represents the monies referred to in a certain Tri-Partite Agreement to be executed by NSC, Lessor and Lessee and delivered
together with the Restoration Sum (the “Agreement”), the form of which Agreement is attached hereto as Exhibit E and made a
part hereof. Upon Escrowee’s receipt of the Restoration Sum and execution and delivery of the Agreement by all parties thereto,
Escrowee shall deliver $250,000.00 to Lessor, which amount shall be deemed earned by Lessor uopn receipt, and shall retain the
remaining $750,000.00 representing the “Escrow Sum” pursuant to the provisions of the Escrow Agreement made of even date
herewith by and among Lessor, Lessee and Escrowee, a copy of which is attached hereto as Exhibit F and made a part hereof. The
Escrow Sum shall be disbursed as provided in the Escrow Agreement. In the event that the provisions of this Section 2.5 are not
satisfied by January 17, 1995, then either Lessor or Lessee may, at their option, deliver written notice to the other canceling this
Lease, and upon receipt of such notice, this Lease shall automatically terminate so that this Lease shall thereafter be null and void
and of no further effect, and neither Lessor nor Lessee shall have any further rights, duties and liabilities hereunder.
3. USE AND COMPLIANCE.
3.1. Lessee may use the Premises for any legally permitted use provided that Lessee shall not permit, allow or cause any
obnoxious, disturbing or offensive odors, fumes, gas, noise, or any smoke, dust, steam or vapors, or allow sound or vibration, to
originate in or to be emitted from the Building and Lessee shall not use the Premises in any other manner which has the effect of
causing a nuisance to other occupants of the business park in which the Premises are situated (the “Park”) or which would
materially detract from the value or character of the Premises or the Park. Lessor acknowledges that, to the best of Lessor’s
knowledge, Lessee’s use of the Premises during the term of the Sublease has been in compliance with the provisions of this
Section 3.1.
3.2. Lessor shall, at Lessor’s sole cost and expense, be responsible for ensuring that the Building and the Premises are as of
the Commencement Date and at all times thereafter during the Initial Term and the Renewal Term (if appropriate) in full compliance
with all Laws, provided that Lessor shall not be responsible for the following, which shall be the responsibility of Lessee, at
Lessee’s sole cost and expense:
(a) ensuring that the Premises and the Building remain in compliance with all Laws where the need for such compliance
arises as a result of Lessee’s particular use of the Premises, whether or not such use shall be herein permitted;
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(b) ensuring that all Alterations (as hereinafter defined) and all Lessee’s Initial Work and all Lessee’s Additional Work
(insofar as may be appropriate) are in compliance with all applicable Laws;
(c) ensuring that the roof of the Building remains in compliance with all applicable Laws, provided that Lessor hereby
represents and warrants that as of the Commencement Date (or upon the completion of the roof, if later) the roof shall be in
compliance with all applicable Laws; and
(d) ensuring that all interior structural walls or any other such item for which Lessee is responsible pursuant to the
provision of Section 9.2 below remain in compliance with all applicable Laws.
Notwithstanding any of the foregoing, it is agreed and understood that nothing contained in this Section 3.2 shall modify in any
way whatever the respective obligations of Lessor and Lessee with respect to repair and maintenance of the Premises pursuant to
the provisions of Section 9 below.
4. ENVIRONMENTAL PROVISIONS.
4.1. Without prejudice to the generality of Section 3 above, it is agreed and understood that Lessee shall comply with any
and all present and future environmental laws, ordinances, rules, codes, regulations and standards applicable to the Premises and
the business conducted therein by Lessee. In particular (but without limitation) Lessee shall obtain and maintain any and all
permits, licenses, certificates or other authorizations now or hereafter necessary, lawful and/or proper in order to conduct such
business. Copies of all such permits, licenses, certificates and authorizations shall be delivered to Lessor at or prior to the
execution of this Lease, and Lessor shall be supplied with copies of all renewals thereof.
4.2.
(a) The term “Hazardous Substances” as used in this Lease, shall include, without limitation, flammables, explosives,
radioactive materials, asbestos, polychlorinated biphenyls (PCB’s), chemicals known to cause cancer or reproductive toxicity,
pollutants, contaminants, hazardous waste, toxic substances or related materials, petroleum and petroleum products, and
substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted or promulgated by any
Governmental Entity.
(b) Lessee shall not cause or permit to occur:
(i) Any violation of any Laws, related to environmental conditions on, under, or about the Premises arising from
Lessee’s use or occupancy of the Premises, including, but not limited to, soil and ground water conditions; or
(ii) Any violation of any Laws, related to the use, generation, release, manufacture, refining, production,
processing, storage or disposal of any Hazardous Substance on, under, or about the Premises, or the transportation to or from the
Premises of any Hazardous Substance, arising from Lessee’s use or occupancy of the Premises.
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(c) Lessee, at Lessee’s sole cost and expense, shall comply with all Laws regulating the use, generation, storage,
transportation or disposal of Hazardous Substances and Lessee shall, at Lessee’s own expense, make all submissions to, provide
all information required by, and comply with all requirements of all Governmental Entities under any and all such environmental
Laws.
(d) Should any Governmental Entity or other competent body demand that a cleanup plan be prepared and that a
cleanup be undertaken because of any deposit, spill, discharge or other release of Hazardous Substances occurring during the
term of this Lease, at or from the Premises which arises at any time from Lessee’s use of occupancy of the Premises, then Lessee
shall, at Lessee’s own expense, prepare and submit the required plans and all related bonds and other financial assurances, and
Lessee shall carry out all such cleanup plans.
(e) At any time during the Initial Term or the Renewal Term (as appropriate) Lessee shall, if so requested by Lessor,
within thirty (30) days of such written request or immediately after such request if in Lessor’s opinion an emergency exists,
provide all requested information, in writing, regarding the generation, use, storage, release, discharge, spillage, loss, seepage or
emanation of any Hazardous Substances from or on the Premises. Further, upon five (5) days written notice to Lessee (except in
case of emergency where no notice shall be required) Lessor may enter onto the Premises and cause to be conducted and
completed, by engineers, consultants, and others selected by Lessor, such investigations, studies, sampling and testing of the
condition of the Premises as Lessor in its sole discretion shall deem appropriate. Lessee agrees to cooperate with Lessor and all
persons retained by Lessor to conduct such investigations and to provide them with all requested access to the Premises. In the
event that such investigation reveals the presence of any Hazardous Substances in contravention of any environmental Laws,
arising out of Lessee’s use or occupancy of the Premises, Lessor shall have the option of terminating this Lease, unless the same
are removed and disposed of in compliance with all applicable environmental Laws within ninety (90) days of Lessee receiving
notice thereof. If Lessor elects not to terminate this Lease, Lessee at Lessee’s sole cost and expense, shall immediately take all
actions necessary to comply with any such environmental Laws. No such investigation, termination or other action by Lessor and
no attempts by Lessor to mitigate damages shall constitute a waiver of any of Lessee’s obligations hereunder. Notwithstanding
the foregoing, Lessor may request such information and enter upon the Premises no more often than twice in any Lease Year,
unless Lessor has reasonable grounds to believe that Hazardous Substances are present thereat, in contravention of such
environmental Laws.
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(f) Lessee agrees to indemnify, hold harmless and reimburse Lessor and Lessor’s officers, directors, beneficiaries,
shareholders, partners, agents and employees, if any, against, from and for any losses, claims, demands, damages, suits, actions,
judgments, fines, penalties, liabilities (joint or several), costs and expenses (including, without limitation, fees and expenses of
legal counsel for Lessor, consultant fees and expenses of investigation and laboratory costs) to which Lessor may be subjected,
or which Lessor may pay, incur or sustain, in consequence of (i) any presence, discharge, spillage, uncontrolled loss, seepage,
emanation or filtration of any Hazardous Substances upon or from the Premises occurring hereafter or directly or indirectly caused
by events or actions occurring during the Initial Term and (if appropriate) the Renewal Term arising from Lessee’s use or
occupancy of the Premises; (ii) the violation by Lessee of any environmental Laws; (iii) any personal injury (including wrongful
death) or damage to property (whether real or personal) caused, directly or indirectly, by an occurrence described in (i) or
(ii) above; and (iv) any breach of any representation or warranty contained in this Section 4.2.
(g) Lessor agrees to indemnify, hold harmless and reimburse Lessee and Lessee’s officers, directors, beneficiaries,
judgments, fines, penalties, liabilities (joint or several) costs and expenses (including, without limitation, fees and expenses of
legal counsel for Lessee, consultant fees and expenses of investigation and laboratory costs) to which Lessee may be subjected,
or which Lessee may pay, incur or sustain, in consequence of any presence, discharge, spillage, uncontrolled loss, seepage,
emanation or filtration of any Hazardous Substances at the Premises which occurs as a result of the willfulness or negligence of
Lessor or of Lessor’s agents or employees.
4.3.
(a) Attached hereto as Exhibit G and made a part hereof is a copy of an Environmental Shutdown Management
Overview (the “Environmental Survey”) carried out by Maguire Group, Inc. with respect to the Premises and addressed to NSC
and dated the third (3rd) day of August, 1990. Without prejudice to the generality of Lessee’s obligations pursuant to Section 4.2
above, it is agreed and understood that not later than six (6) months prior to the termination of the Initial Term or the Renewal
Term (as appropriate) Lessee shall conduct environmental groundwater and soil testing to the extent contained in the
Environmental Survey, using the same testing methods, limits and locations as contained in the Environmental Survey and shall
provide Lessor with a copy of the results thereof. In the event that the same shall indicate an increase in the levels of any
contaminants in the groundwater and/or the soil over the levels shown in the Environmental Survey, Lessee shall, promptly at
Lessee’s sole cost and expense, carry out all remediation necessary to restore the groundwater and/or soil in question to a
condition at least equivalent to the levels indicated in the Environmental Survey, or the more stringent of any applicable local,
state or federal clean-up levels, whichever is greater. In the event that Lessee shall fail to fulfill Lessee’s obligations hereunder,
then Lessor shall be permitted (without hereby creating any obligation) to carry out the same and Lessee shall promptly reimburse
Lessor for all costs incurred by Lessor in so doing, which sum shall be payable as Additional Rent hereunder within ten (10) days
of receiving an invoice for the same. It is agreed and understood that Lessee shall not be responsible for any such remediation if it
can prove that any such increase in the levels of any contaminants did not result from Lessee’s use or occupancy of the Premises.
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(b) Notwithstanding the foregoing, it is agreed and understood that Lessee shall carry out the Phase II Environmental
Survey (the “New Survey”) required pursuant to the provisions of the Sublease, and Lessee shall provide Lessor with a copy of
the New Survey within ten (10) days of the same being delivered to Lessee. In the event that the same shall indicate an increase in
the levels of any contaminants in the groundwater and/or the soil over the levels shown in the Environmental Survey, Lessee
shall, promptly at Lessee’s sole cost and expense, carry out all remediation necessary to restore the groundwater and/or soil in
question to a condition at least equivalent to the levels indicated in the Environmental Survey, or the more stringent of any
applicable local, state or federal clean-up levels, whichever is greater. In the event that Lessee shall fail to fulfill Lessee’s
obligations hereunder, then Lessor shall be permitted (without hereby creating any obligation) to carry out the same and Lessee
shall promptly reimburse Lessor for all costs incurred by Lessor in so doing, which sum shall be payable as Additional Rent
hereunder within ten (10) days of receiving an invoice for the same. It is agreed and understood that Lessee shall not be
responsible for any such remediation if it can prove that any such increase in the levels of any contaminants did not result from
Lessee’s use or occupancy of the Premises.
5. FIXED RENT.
5.1. During the first three (3) Lease Years of the Initial Term, commencing September 1, 1995, Lessee shall pay as Fixed Rent,
by way of checks made out to the order of Lessor (or as Lessor shall direct) and mailed to Lessor at Lessor’s above-referenced
office address (or to such person or address as may otherwise from time to time be directed by Lessor in writing) the annual sum
of FOUR HUNDRED FIFTY-EIGHT THOUSAND SEVENTY-THREE AND 00/100 ($458,073.00) DOLLARS, payable in advance on
the first Business Day of each month, in equal monthly installments of THIRTY-EIGHT THOUSAND ONE HUNDRED SEVENTY-
TWO AND 75/100 ($38,172.75) DOLLARS.
5.2. During the second three (3) Lease Years of the Initial Term, commencing September 1, 1998, Lessee shall pay as Fixed
Rent, by way of checks made out to the order of Lessor (or as Lessor shall direct) and mailed to Lessor at Lessor’s above-
referenced office address (or to such person or address as may otherwise from time to time be directed by Lessor in writing) the
annual sum of FOUR HUNDRED SEVENTY-ONE THOUSAND EIGHT HUNDRED EIGHTY-SEVEN AND 88/100 ($471,887.88)
DOLLARS, payable in advance on the first Business Day of each month, in equal monthly installments of THIRTY-NINE
THOUSAND THREE HUNDRED TWENTY-THREE AND 99/100 ($39,323.99) DOLLARS.
5.3. During the final four (4) Lease Years of the Initial Term, commencing on September 1, 2001, Lessee shall pay as Fixed
Rent, by way of checks made out to the order of Lessor (or as Lessor shall direct) and mailed to Lessor at Lessor’s above-
referenced office address (or to such person or address as may otherwise from time to time be directed by Lessor in writing) the
annual sum of FOUR HUNDRED EIGHTY-FIVE THOUSAND SEVEN HUNDRED TWO AND 76/100 ($485,702.76) DOLLARS,
payable in advance on the first Business Day of each month, in equal monthly installments of FORTY THOUSAND FOUR
HUNDRED SEVENTY-FIVE AND 23/100 ($40,475.23) DOLLARS.
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5.4. In the event that Lessee shall exercise the Renewal Option pursuant to Section 23 below, then during the Renewal Term,
Lessee shall pay as Fixed Rent, by way of checks made out to the order of Lessor (or as Lessor shall direct) and mailed to Lessor
at Lessor’s above-referenced office address (or to such person or address as may otherwise from time to time be directed by
Lessor in writing) the annual sum of FIVE HUNDRED THOUSAND TWO HUNDRED FORTY-FOUR AND 72/100 ($500, 244.72)
DOLLARS, payable in advance on the first Business Day of each month, in equal monthly installments of FORTY-ONE
THOUSAND SIX HUNDRED EIGHTY-SEVEN AND 06/100 ($41,687.06) DOLLARS.
6. REAL ESTATE TAXES.
6.1. Lessee shall be responsible for the payment of all Real Estate Taxes and from and after the Commencement Date, Lessee,
following receipt from Lessor of Real Estate Tax bill(s) with respect to the Premises, shall promptly pay the same directly to the
appropriate Governmental Entity, as Additional Rent hereunder. Appropriate apportionments shall be made as of the
Commencement Date, and on the termination of the Initial Term (or upon the termination of the Renewal Term, if appropriate)
between Real Estate Taxes payable by Lessee hereunder, and Real Estate Taxes payable by Lessor.
6.2. Notwithstanding anything contained in Section 6.1 above, it is agreed and understood that in lieu of paying Real Estate
Taxes directly, Lessee will make a monthly escrow payment to Lessor with respect to Real Estate Taxes, in the event that such an
escrow is required of Lessor by any Fee Mortgagee, such monthly escrow payment to be in the amount required by any such Fee
Mortgagee (but not to exceed one-twelfth (1/12th) of the estimated Real Estate Taxes, plus any initial payment required in order to
fund such escrow), provided however, that in such event, Lessor shall maintain such tax escrow payments in an interest bearing
account, and all interest earned shall be accounted for and paid to Lessee on a quarterly basis. It is agreed and understood that
Lessor shall use all reasonable efforts to resist the imposition of any such tax escrow by any existing or future Fee Mortgagee.
6.3. Lessee shall also pay:
(a) All taxes which may be levied, imposed or assessed against Lessee’s Personalty and/or any leasehold improvements
made by or on behalf of Lessee following the Commencement Date, Lessee’s leasehold interest, Lessee’s right to occupy the
Building and/or the Premises and any other taxes incident to the operation of Lessee’s business therein; and
(b) Any business license fees required for the operation of Lessee’s business.
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6.4. Provided that Lessee shall pay seventy-five (75%) percent of the amount of any Real Estate Taxes which Lessee
proposes to dispute, or such other percentage as may from time to time be required pursuant to the provisions of C.G.S.
Section 12-53(d) or any successor thereto, Lessee may contest the validity or amount (including the assessed valuation of the
Premises) of any Real Estate Taxes payable by Lessee hereunder. In the event of any such contest, the payment of the remaining
part of the Real Estate Taxes may be deferred during the pendency of the same, provided the same is diligently prosecuted, and
Lessor agrees, without cost or expense to Lessor, to join such contest and provide reasonable assistance to Lessee upon
Lessee’s request, provided that Lessee shall be entitled to receive the full amount of any refund applicable to any period of
occupancy by Lessee. Nothing herein contained, however, shall be construed so as to allow such items to remain unpaid for such
length of time as would permit the Premises, or any part thereof, to be sold by any Governmental Entity for non-payment of Real
Estate Taxes. Within thirty (30) days after the due and payable amount of the contested Real Estate Taxes is determined by a final,
unappealable judgment, Lessee shall pay the amount so determined, together with any penalties, interest and expenses payable
therewith.
6.5. In the event that at any time during the Initial Term, or the Renewal Term (if appropriate) the present method of taxation
or assessment shall be so changed that the whole or any part of the taxes, assessments, levies, impositions or charges now levied,
assessed or imposed on real estate and the improvements thereon shall be discontinued and as a substitute therefor, or in lieu
thereof, or as an addition thereto, taxes, assessments, levies, impositions or charges shall be levied, assessed and/or imposed
wholly or partially as a capital levy or otherwise upon the rents received from such real estate and the improvements thereon, then
such substitute or additional taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed,
shall be payable by Lessee, as if the same were expressly defined as the Real Estate Taxes hereunder.
7. INSURANCE AND INDEMNITY.
7.1. Throughout the Initial Term and the Renewal Term (if appropriate) Lessee shall, at Lessee’s sole cost and expense,
maintain or cause to be maintained such insurance coverages as Lessor from time to time shall reasonably request and which are
generally consistent with insurance coverages required of other tenants in similar buildings and businesses in the Danbury area,
and initially Lessee shall maintain the following coverages in the following amounts (the “Required Insurance”):
(a) “All Risk” insurance coverage, on a full replacement cost basis, covering the Building and all other buildings,
improvements (including any plate glass) and fixtures now or hereafter constituting part of the Premises (but not including any
improvements made by Lessee) written in favor of Lessor and all Fee Mortgagees of which Lessee has notice, as their interests
may appear, with Lessor named as loss payee;
(b) Commercial general liability insurance (broad form) with respect to the Premises and the conduct and operation of
business thereat, on an “occurrence coverage” basis with Lessor and all Fee Mortgagees of which Lessee has notice, named as
additional insureds, with limits of not less than FOUR MILLION AND 00/100 ($4,000,000.00) DOLLARS combined single limit for
any one occurrence of bodily injury, personal injury or death to any number of persons and for property damage, which coverage
may be placed in any combination of primary and umbrella and/or excess policies;
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(c) Fire and extended coverage insurance with respect to any Alterations made by Lessee, Lessee’s Personalty and any
such other items belonging to and situated in the Building, in amounts equal to the full replacement value thereof, naming Lessee
as the sole loss payee;
(d) Any other insurance required for compliance with any applicable Laws.
7.2. Lessee shall deliver to Lessor binders or certificates evidencing the required insurance at lease ten (10) Business Days
prior to the Commencement Date. Lessee shall procure and pay for renewals of the required insurance before the expiration
thereof, and Lessee shall deliver to Lessor binders or certificates evidencing such renewal within thirty (30) days of the expiration
of any existing policy. All such policies shall be issued by companies approved by Lessor (which approval shall not be
unreasonably withheld or delayed) and licensed to do business in the State of Connecticut, and shall contain a provision whereby
the same cannot be changed, cancelled or not renewed (including, without limitation, for nonpayment of premium) unless Lessor
and all Fee Mortgagees of which Lessee has notice, are given at least thirty (30) days’ prior written notice of such change,
cancellation or non-renewal. All such policies shall be written on an “occurrence coverage” basis.
7.3. Lessee hereby covenants and agrees, to indemnify and hold harmless Lessor and all Fee Mortgagees from and against
any and all loss, cost, liability and/or expense (including attorneys fees) that may arise from the date hereof up to the termination
of this Lease, howsoever and whensoever determined, on account of or arising out of negligent or intentional act or omission of
Lessee or of Lessee’s agents, contractors, servants, employees or invitees on or about the Premises.
8. LESSOR’S RIGHT OF ENTRY.
8.1. Lessor, all Fee Mortgagees, and their respective agents and representatives, at all reasonable times and upon written
notice in advance (except in cases of emergency) may enter the Premises for the purpose of (i) inspection thereof; (ii) making such
repairs, replacements, alterations or additions to the Premises as Lessor may be required or permitted to carry out under this
Lease; (iii) exhibiting the Premises to prospective lenders and purchasers; or (iv) exhibiting the Premises to prospective tenants,
purchasers or other persons within the last ninety (90) days of the Initial Term or the Renewal Term (if appropriate) in each case
without imposing any extra obligation or obligations upon Lessor, provided that Lessor shall be accompanied by an agent of
Lessee at all times (except in cases of emergency), and shall not damage the Premises or unreasonably interfere with the Lessee’s
use and enjoyment of the Premises.
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9. REPAIRS AND MAINTENANCE.
9.1. From and after the Commencement Date, Lessor, at Lessor’s sole cost and expense, shall repair, maintain and keep in
good condition the footing, foundations and structural walls of the Building, but not including the roof of the Building (except
that Lessor shall be responsible for any defect in workmanship or materials in Lessor’s Work) and further excepting any structural
repairs or maintenance required as a result of the negligence of Lessee, or of Lessee’s agents, contractors, servants, employees or
invitees on or about the Premises, or which otherwise arises as a result of Lessee’s use of the Premises for activities different from
those currently conducted therein.
9.2. From and after the Commencement Date, Lessee, at Lessee’s sole cost and expense, shall repair, maintain and keep in
good condition the roof of the Building and the roof structure following completion of the same by Lessor (subject to Lessor’s
responsibilities contained in Section 9.1 above) and the interior of the Building which shall include all systems and equipment
within the Building including (but not limited to) repair and maintenance of all elevators, HVAC systems, boilers, mechanical
systems, electrical systems, sprinklers, security systems, plumbing systems and associated equipment within the Building, and
Lessee shall also be responsible for any repairs or maintenance which would otherwise be the responsibility of Lessor pursuant to
Section 9.1 above, but the need for which arises as a result of Lessee’s activities as therein more particularly described.
Notwithstanding the foregoing, Lessee shall not be responsible for any such repairs and maintenance, the need for which arises
as a result of the negligence of Lessor or of Lessor’s agents, contractors, servants, employees or invitees.
9.3. Lessee shall at all times keep the hallways and entrances to the Building free and clear of debris, and shall also provide
for interior janitorial service (including carpet maintenance), interior painting (and re-painting, where necessary), replacement of
lighting ballasts and bulbs, and interior and exterior window cleaning.
9.4. Lessee shall, at Lessee’s sole cost and expense, repair and maintain, in a manner consistent with comparable first-class
office space in Fairfield County, Connecticut, the parking area, access roads, sidewalks, lawns and planting areas at the Premises,
which maintenance shall include (as necessary, desirable and/or appropriate) the mowing, landscaping, plowing, sanding and
sweeping thereof. With respect to the access roads that do not form a part of the Premises but are within the Park, Lessor shall
maintain the same in a manner consistent with that of comparable business parks, including paving, sanding and plowing the
same, and Lessee shall pay Lessee’s pro rata share of the cost thereof to Lessor, as reasonably determined by Lessor.
9.5. Lessee shall not permit, allow or cause any act or deed to be performed or any practice to be adopted or followed on the
Premises and/or within the Building which shall cause or be likely to cause injury or damage to any person or to the Premises or to
any part thereof. Lessee at all times shall keep the Premises and the Building in a neat and orderly condition and clean and free
from rubbish, dirt and other miscellaneous items. Lessee shall make provision for adequate refuse containers to be placed upon
the Premises in areas to be designated by Lessor and shall cause the same to be emptied periodically. Lessee shall deposit all
refuse in such containers and shall keep the area around the same reasonably neat and attractive.
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9.6. Without prejudice to the generality of the obligations of Lessee pursuant to this Section 9, it is agreed and understood
that any time during the Initial Term and/or the Renewal Term (as appropriate) Lessee shall, at Lessee’s sole cost and expense,
and in a good and workmanlike manner, perform and complete Lessee’s Additional Work. With respect to the carrying out of
Lessee’s Additional Work, Lessor shall be provided with a reasonable opportunity to bid for the carrying out of the same, and
insofar as the same are applicable, Lessee shall otherwise comply with all of the provisions of Section 10 below. In the event that
Lessee shall have failed to commence Lessee’s Additional Work within six (6) months prior to the expiration of the Initial Term (if
Lessee shall have failed to exercise Lessee’s option for the Renewal Term pursuant to Section 23 below) or in the event that
Lessee shall have failed to commence Lessee’s Additional Work within six (6) months of the end of the Renewal Term, then
Lessor shall have the right (but not the obligation) to enter the Premises and carry out Lessee’s Additional Work for the account
of Lessee, and all reasonable costs and expenses incurred by Lessor in so doing shall be paid by Lessee within ten (10) Business
Days after demand thereafter by Lessor (which demand may be by way of installment as the work progresses) as Additional Rent
hereunder.
10. ALTERATIONS.
10.1. Lessee shall not, without first obtaining Lessor’s written consent, make or perform, or permit the making or performance
of, any alterations, installations, improvements, additions and/or other physical changes in, to or upon the Building, interior or
exterior, or the Premises or any portion thereof (“Alterations”), provided, however, that minor items of repair, adjustment and
decoration not exceeding a cost of $50,000.00 for any one project (soft costs and hard costs together) shall not be deemed
“Alterations” for the purposes of this Lease, but only if such minor items of repair are strictly non-structural in nature.
10.2. Notwithstanding the obtaining of Lessor’s consent to any Alterations, all Alterations shall be made and performed at
Lessee’s sole cost and expense. Further, it is agreed, stipulated and understood (i) that together with Lessee’s request for
Lessor’s consent to any Alterations, Lessee shall submit to Lessor detailed plans and specifications and such other information
with respect to the proposed Alterations as Lessor shall reasonably request, (ii) that Lessor shall be provided with reasonable
opportunity to bid with respect to carrying out of any Alterations, and (iii) that if the Alterations are not to be carried out by
Lessor, then Lessee shall deliver notice to Lessor of the name and address of the proposed contractor, and if Lessor objects to
such contractor carrying out Alterations to the Premises and can show reasonable grounds for such objection (which shall not be
simply based upon professional competition) then Lessee shall not employ such contractor to carry out the Alterations in
question.
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10.3. Prior to the commencement of any proposed Alterations, Lessee shall furnish to Lessor duplicate original policies of (or
Certificates of Insurance evidencing) worker’s compensation insurance covering all persons employed by Lessee in connection
with such Alterations, including those to be employed by all contractors and subcontractors and such policies shall be issued by
companies, and shall be in form and amounts, reasonably satisfactory to Lessor and shall be maintained by Lessee or by the
applicable contractors or subcontractors, as the case may be, until the completion of such Alterations. Lessee shall also furnish
partial waivers of mechanics liens for all work performed and paid for in connection with such Alterations, and copies of all
necessary Permits.
10.4. In the event that any mechanics or other lien or any notice of intention to file a lien is filed against the Premises in
connection with any Alterations, Lessee shall promptly cause the same to be discharged of record by payment, bond, order of a
court of competent jurisdiction or any other method permitted by law, and in any event, within sixty (60) days after receiving
notice of the same. Lessee shall indemnify and save Lessor harmless from and against all costs, liabilities, suits, penalties, claims,
and demands (including reasonable counsel fee and disbursements) in connection with the commencement and prosecution of
the foreclosure of any such mechanics or other lien. If Lessee shall fail to comply with the foregoing provisions, Lessor shall have
the option (but not the obligation) of paying and discharging or bonding any such lien, the cost thereof to be payable by Lessee
to Lessor within ten (10) days of receiving a bill therefor, as Additional Rent hereunder.
10.5. Notwithstanding Lessor’s approval of plans and specifications for any Alterations, all Alterations shall be made and
performed in full compliance with all applicable Laws then in effect and all necessary Permits, and all materials and equipment to
be incorporated in the Building as a result of any Alterations shall be of a quality consistent with that existing at the date thereof.
Lessor shall jointly sign any application made by Lessee for any building permit whether or not the work in question requires
Lessor’s consent hereunder.
10.6. Approval by Lessor of any plans, specifications or selection of materials by Lessee in connection with any Alterations
shall not constitute an assumption of any responsibility by Lessor of any kind, including (but not limited to) as to their accuracy
or sufficiency. Lessee shall be solely responsible for such plans, specifications and the selection of materials. Lessee covenants
and agrees to indemnify Lessor and hold Lessor harmless against and from any and all claims, costs, suits, damages and liability
whatsoever arising out of or as a result of any Alterations performed by Lessee or by Lessee’s contractors, subcontractors,
agents or employees, including reasonable attorneys fees for the defense thereof.
10.7. All Alterations and any replacements therefor, whether temporary or permanent in character, which are made by Lessee
pursuant to the provisions of this Section 10 (unless the same shall constitute Lessee’s Personalty pursuant to the provisions of
Section 19.1 below) shall be the property of Lessor immediately upon the installation of the same and shall remain upon and be
surrendered with the Premises as a part thereof at the expiration of the Initial Term or, if appropriate, the Renewal Term, without
compensation to Lessee. Notwithstanding the foregoing, at the expiration of the Initial Term or Renewal Term (as appropriate)
Lessor shall have the option to require Lessee, at Lessee’s sole cost and expense, to restore the Premises to their condition prior
to the carrying out of such Alterations, ordinary wear and tear excepted, provided that it is agreed and understood that this
option of Lessor shall not apply to Lessee’s Initial Work or Lessee’s Additional Work, and provided further that Lessor shall only
be permitted to require such restoration in the event that Lessor made such a requirement an express condition of Lessor’s
consent to such Alterations at the time such consent was granted.
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11. DAMAGE AND DESTRUCTION.
11.1. In the event that the Building is damaged or destroyed by fire or other casualty so that (i) more than one half (1/2) of the
rentable square feet of the Building is rendered untenantable, or (ii) Lessee reasonably determines that the undamaged portion of
the Building is not reasonably adequate for the conduct of Lessee’s normal business operations, then Lessor or Lessee may elect
to terminate this Lease by written notice to the other, given within sixty (60) days after the date of such damage or destruction.
Any notice given hereunder shall specify a date for the expiration of this Lease, upon which date the Initial Term of the Renewal
Term (as appropriate) shall expire and Lessee shall quit, surrender and vacate the Premises, and this Lease shall thereupon be
rendered void and of no further effect, provided however that such expiration shall be without prejudice to all rights, duties and
obligations arising under this Lease prior thereto, so that all Rent as equitably adjusted, shall be paid up to the date of expiration,
and any Rent paid by Lessee on account of any period subsequent to such date, shall be promptly returned by Lessor to Lessee.
All insurance proceeds shall be the sole and absolute property of Lessor.
11.2. In the event that neither Lessor nor Lessee shall terminate this Lease pursuant to Section 11.1 above following any
such damage or destruction, or in the event that less than one half (1/2) of the rentable square feet of the Building is rendered
untenantable, then as promptly as possible, but in any event within one hundred twenty (120) days of the date on which Lessor
obtains the insurance proceeds attributable thereto (the “Restoration Commencement Date”), Lessor shall repair and restore the
Building to the condition the same was in at the date hereof (or as near as possible thereto) provided that all such repair and
restoration shall be subject to the receipt by Lessor of sufficient insurance proceeds, it being hereby agreed and understood that
Lessor shall not have any obligation to use any monies other than said insurance proceeds for the purpose of such repair and
restoration. It is further agreed and understood that Lessor shall not be responsible for repair or restoration of any Alterations
made by Lessee or responsible for the replacement of Lessee’s Personalty. In the event that any such repair or restoration is not
completed within one hundred twenty (120) days from the Restoration Commencement Date then subject to any force majeure
preventing the same, Lessee may elect to terminate this Lease in the manner set out in Section 11.1 above. During any such repair
and restoration, until the same shall have been substantially completed, the Rent payable hereunder shall be prorated, according
to that proportion of the Building which remains usable by Lessee for the conduct of Lessee’s normal business operations.
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12. SIGNS.
12.1. Lessee shall have the right, at Lessee’s sole cost, to erect, install, display and maintain in or upon the Premises, both
exterior and interior signs and lettering, provided that the design and location of the same shall be subject to the reasonable
approval of Lessor, to be granted or denied within thirty (30) days of submission thereof to Lessor. Lessee’s current sign and
lettering are hereby expressly approved by Lessor.
13. UTILITIES.
13.1. Lessee shall procure for Lessee’s own account and shall pay the cost for the use of all gas, electric, telephone, heat, air
conditioning, sewer, water and other utilities consumed in or at the Premises by Lessee during the Initial Term or the Renewal
Term. It is agreed and understood that Lessor shall not be responsible for any interruption in service with respect to any of the
foregoing, unless caused by the willfulness or gross negligence of Lessor.
14. EMINENT DOMAIN.
14.1. Lessor and Lessee agree that should all or substantially all (meaning ninety (90%) percent or more) of the Building
and/or the Premises be taken (which term when used herein shall include any conveyance made in avoidance or settlement of
condemnation or eminent domain proceedings) by any Governmental Entity whether by eminent domain or condemnation
proceeds (a “Taking”) then this Lease shall cease and terminate as at the date of the Taking, and the Rent shall be paid up to such
date, and thereafter this Lease shall be null and void and of no further effect.
14.2. Lessor and Lessee agree that in the event of a partial taking (a “Partial Taking”) of the Premises which does not
constitute a Taking under Section 14.1 above, where at least sixty (60%) percent of the Premises (which shall include at least fifty
(50%) percent of the Building) can be used (practicably and legally) by Lessee for the same purposes as prior to the Partial
Taking, this Lease shall continue in effect as to that part of the Premises remaining after such Partial Taking. In the event of a
Partial Taking which does not fulfil the foregoing criteria, then either party may, upon notice to the other, delivered no later than
sixty (60) days after the date on which Lessee shall have received notice of such Partial Taking, terminate this Lease, as of the
date of such Partial Taking.
14.3. In the event of a Partial Taking which does not result in the termination of this lease (for whatever reason) the amount
of Rent payable during the remainder of the Initial Term, or, if appropriate, the Renewal Term, shall be prorated according to the
square footage of the Building still usable by Lessee, and Lessor shall, at Lessor’s expense (but only to the extent of the net
award or other compensation available to Lessor for the improvements taken or conveyed, after deducting all expense in
connection with obtaining the same) make all necessary alterations (subject to applicable Laws) so as to constitute the remaining
portion of the Building a complete architectural unit, consistent with the quality and character of the same at the date hereof,
provided that Lessor shall have no obligations with respect to any Alterations carried out by Lessee, which shall be restored by
Lessee, at Lessee’s expense.
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14.4. All awards and compensation for any Taking or Partial Taking shall be the property of Lessor, and Lessee hereby
assigns to Lessor all of Lessee’s right, title and interest in and to any and all such awards and compensation, including, without
limitation, any award or compensation for the value of the unexpired portion of the Initial Term or the Renewal Term (as
appropriate). Notwithstanding the foregoing, Lessee shall be entitled to claim, prove and receive in the condemnation proceeding,
such award or compensation as may be allowed for Lessee’s trade fixtures and for the unamortized cost (if any) of Lessee’s
Personalty and for loss of business, goodwill, moving expenses, depreciation or injury to and cost of removal of stock in trade
and for the unamortized cost of any Alterations made by Lessee, provided the same does not reduce any award to or claim of
Lessor.
14.5. Lessor shall deliver to Lessee prompt notice of any proposed Taking or Partial Taking.
15. ASSIGNMENT AND SUBLETTING.
15.1. Lessee shall not be permitted to assign Lessee’s interest under this Lease or any part thereof, provided, however, that a
transfer of (i) a controlling interest of the capital stock of Lessee or (ii) all or substantially all of the assets of Lessee located at the
Premises to a person or entity having a consolidated net worth in excess of $4,000,000.00, shall not be considered an
“assignment” for the purposes of this Section 15.1 and shall not require Lessor’s consent. Lessee shall not be permitted to
mortgage or otherwise encumber Lessee’s interest in the Premises, or any part thereof, without the prior written consent of
Lessor, which consent shall not be unreasonably conditioned, withheld or delayed. Lessee may not sublet all or any part or parts
of the Premises without the prior written consent of Lessor. If Lessee shall desire to sublet, Lessee shall first submit in writing to
Lessor a notice setting forth in reasonable detail:
(a) The identity and the address of the proposed subtenant (a “Proposed Subtenant”);
(b) The nature and character of the business of the Proposed Subtenant and the proposed use of the Premises by the
Proposed Subtenant;
(c) Banking, financial and other credit information relating to the Proposed Subtenant, reasonably sufficient to enable
Lessor to determine the Proposed Subtenant’s financial responsibilities; and
(d) The effective date of the proposed subletting.
Lessor shall only be able to take the foregoing factors into account for the purpose of granting or withholding consent to
proposed subletting, and Lessor may not take into account the financial terms contained in any agreement made between Lessee
and a Proposed Subtenant with respect to any proposed subletting. In the event that Lessor shall fail to respond to a proposed
subletting within twenty (20) days of notice by Lessee, Lessor shall be deemed to have approved the same.
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15.2. Notwithstanding the provisions of Section 15.1 above, it is agreed and understood that upon prior notification to
Lessor, Lessee may sublet all or any part of the Premises to any Affiliate.
16. LESSEE’S DEFAULT, REMEDIES.
16.1. The happening of either one of the following events (an “Event of Default”), shall constitute a breach of this Lease on
the part of Lessee:
(a) The failure of Lessee to pay any Rent due hereunder and the continued failure to pay the same for seven (7) days or
more after the due date thereof; and
(b) Default by Lessee in the performance of any non-monetary obligation hereunder, and the continuance of such
default for thirty (30) days after Lessor shall have given Lessee a notice specifying the nature of the same, provided, however,
that if the curing of any such default cannot reasonably be completed within such thirty (30) day period, no Event of Default shall
be deemed to have occurred if Lessee promptly commences to cure and correct such default and thereafter cures the same within
a reasonable time, taking into account all relevant circumstances.
16.2. Upon the happening of any Event of Default (a) Lessor, if Lessor shall so elect, may collect such installment of Rent
hereunder as and when the same becomes due, or (b) Lessor or any other person by Lessor’s order may re-enter the Premises
without process of law and may either elect to terminate this Lease, or not to terminate this Lease but terminate Lessee’s right to
possession and occupancy, and relet the Premises, or part or parts thereof, to any person, firm or corporation, as the agent of
Lessee, for whatever rent Lessor shall obtain, applying the monies obtained from such re-letting first to the payment of such
reasonable expenses as Lessor may incur in the re-entering and re-letting of the Premises, or part or parts thereof, including (but
not limited to) all necessary repair work, repossession costs, brokerage commissions, legal expenses, attorneys fees and the
collection of rent therefrom, and then to the payment of the Rent due hereunder and the fulfillment of all other covenants of
Lessee. In the event of a surplus, Lessor shall pay such surplus monies to Lessee. In the case of a deficiency, Lessee shall pay to
Lessor an amount equal to such deficiency each month, upon demand therefor.
16.3. After an Event of Default, the acceptance of Rent or failure to re-enter by Lessor shall not be held to be a waiver of
Lessor’s right to terminate this Lease, and Lessor may re-enter and take possession of the Premises as if no Rent had been
accepted after an Event of Default. All of the remedies given to Lessor in this Lease pursuant to an Event of Default by Lessor are
in addition to all other rights or remedies to which Lessor may be entitled at law or in equity. All remedies shall be deemed
cumulative and the election of one shall not be deemed a waiver of any other or further rights or remedies.
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16.4. Notwithstanding any of the foregoing, it is agreed and understood that Lessor shall use commercially reasonable
efforts to re-let the Premises to one or more tenants upon vacation thereof by Lessee, following an Event of Default, in order to
mitigate damages. Any such re-letting shall be on commercially reasonable terms and conditions, but Lessor shall have full right
and authority to offer such rent-free periods or other such inducements as Lessor may reasonably consider necessary or
desirable.
16.5. Without prejudice to any of Lessor’s rights and remedies following an Event of Default, as herein contained, or at law,
in the event that Lessee shall neglect or fail to perform or observe any of the non-monetary covenants on the part of Lessee
herein contained, or if Lessee shall fail to continue to conclusion the action necessary to remedy such an Event of Default, with
diligence or dispatch, Lessor, at Lessor’s option may perform the same for the account of Lessee and all reasonable costs and
expenses paid by Lessor for such purpose shall be paid by lessee within ten (10) Business Days after demand therefor by Lessor,
as Additional Rent hereunder.
16.6. In the event that any installment of Fixed Rent or any sum of Additional Rent due hereunder is not paid by Lessee to
Lessor upon the due date therefor (taking into account any applicable grace period herein provided for) then without prejudice to
any and all of Lessor’s rights and remedies following such default (whether herein contained or existing at law or in equity) it is
agreed, stipulated and understood that as Additional Rent hereunder, Lessee shall pay to Lessor a penalty in the amount of five
(5%) percent of the overdue amount, such sum to be payable together with the overdue Fixed Rent or Additional Rent in
question.
17. WAIVER OF SUMMARY PROCESS.
17.1. Whenever this Lease shall terminate, either by lapse of time or by virtue of any of the express stipulations herein,
Lessee waives any rights Lessee may have to the receipt of any notice to quit possession, pursuant to any relevant Laws, now or
hereafter existing.
18. HOLDING OVER.
18.1. In the event that Lessee shall (with or without the written consent of Lessor endorsed hereon or upon any duplicate
hereof) at any time holdover the Premises beyond the Initial Term, or, if appropriate, the Renewal Term, Lessee shall hold the
Premises upon the same terms and conditions and under the same stipulations and agreements as are in this Lease contained,
except that each monthly installment of rent payable shall be one hundred fifty (150%) percent of the amount payable by Lessee
immediately prior to any such holdover, and no holding over by Lessee shall operate to renew this Lease, or shall create any other
type of tenancy whatsoever.
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19. LESSEE’S PERSONALTY.
19.1. All furniture, furnishings, trade fixtures, business machines, communications equipment, movable partitions, and any
other such property and equipment supplied and owned by Lessee (“Lessee’s Personalty”) and installed or used by Lessee at the
Premises (whether or not attached thereto) shall remain the property of Lessee, and shall promptly be removed upon the demand
of Lessor (or at Lessee’s election) upon the termination of the Initial Term or (if appropriate) the Renewal Term (howsoever
determined) and following such removal, Lessee shall repair any damage caused thereby, provided that “damage” shall not
include damages as a result of diminution in value resulting from such removal.
20. NOTICE.
20.1. Any and all notices called for or required by any provision of this Lease shall be delivered to the respective parties by
certified mail, return receipt requested, at the following address:
(a) To Lessor:
M&M Realty
c/o Melvyn J. Powers
Commerce Park
P.O. Box 581
With a copy to:
John R. Ward, Esq.

Pullman & Comley
850 Main Street
P.O. Box 7006
Bridgeport, Connecticut 06601-7006
(b) To Lessee:
Advanced Technology Materials, Inc.

Attention: Daniel P. Sharkey
7 Commerce Drive
With a copy to:
Stephen J. Geissler, Esq.

Shipman & Goodwin
1 American Row
Hartford, Connecticut 06103-2819
Such addresses may be changed by either party by notifying the other party in the above stipulated manner.
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21. SECURITY DEPOSIT.
21.1. Lessee has heretofore deposited with Lessor the sum of THIRTY-EIGHT THOUSAND ONE HUNDRED SEVENTY-
TWO AND 75/100 ($38,172.75) DOLLARS as security for the faithful performance and observance by Lessee of the terms and
conditions of this Lease (the “Security Deposit”). It is agreed that in the event Lessee defaults which respect to any of the terms
and conditions of this Lease, including (but not limited to) the payment of Rent, Lessor may use, apply or retain the whole or any
part of the Security Deposit to the extent required for the payment of any Rent or other sums owed by Lessee to Lessor
hereunder, including damages or deficiency accrued before or after summary proceedings or other re-entry. In the event that
Lessor shall so use any portion of the Security Deposit, but shall elect not to terminate this Lease as a result of the default in
question, then Lessee shall promptly deliver to Lessor sufficient funds to replenish the Security Deposit to said sum of $38,172.75.
In the event that Lessee shall fully and faithfully comply with all of the terms and conditions of this Lease, the Security Deposit
shall be returned to Lessee (or so much thereof as shall not have been applied by Lessor under the provisions hereof) upon
demand following the expiration of the Initial Term (or Renewal Term, if appropriate) and after delivery of vacant possession of the
Premises to Lessor. Lessor shall place the Security Deposit in a separate account and shall not commingle the same with other
funds of Lessor, provided that any and all interest earned thereon shall be the sole and absolute property of Lessor. In the event
of a sale of the Premises, Lessor shall have the right to transfer the Security Deposit to the purchaser thereof and Lessor shall
thereupon be automatically released by Lessee from all liability for the return of the same without the necessity of further
documentation.
22. BROKERAGE.
22.1. Lessor and Lessee represent and warrant, each to the other, that they neither consulted nor negotiated with any broker
or finder with respect to the leasing of the Premises, and agree to indemnify and hold the other harmless from any damages, costs
and expenses suffered by the other by reason of any breach of the foregoing representation. Lessor shall have no liability for
brokerage commissions arising out of any sublease or assignments by Lessee, and Lessee shall and does hereby indemnify
Lessor and holds Lessor harmless from any and all liabilities for brokerage commissions arising out of any such sublease or
assignment.
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23. RENEWAL TERM.
23.1. Lessee shall have the option to lease the premises during the Renewal Term upon the following terms and conditions:
(a) That at the time of the exercise of such right Lessee shall not be in default in the performance of any of the terms,
covenants or conditions herein contained with respect to which notice of default has been given hereunder (where required) and
which has not been remedied within the applicable grace period;
(b) That the Renewal Term shall be upon the same terms, covenants and conditions as this Lease, except with respect
to the amount of the Fixed Rent which shall be that set out in Section 5.4 above;
(c) That Lessee shall exercise Lessee’s option hereunder by notifying Lessor of Lessee’s election to exercise the same
at least twelve (12) months prior to the expiration of the Initial Term, so that upon the delivery of any such notice, this Lease shall
be deemed extended for the Renewal Term without execution of any further instrument.
23.2. In addition to the Fixed Rent, Lessee shall continue to pay Additional Rent throughout the Renewal Term in the manner
provided for in Section 6.1 above.
24. END OF TERM.
24.1. At the expiration or sooner termination of the Initial Term or Renewal Term (as appropriate) Lessee shall quit and
surrender to Lessor the Premises, broom clean and in good order and condition, ordinary wear and tear, condemnation, damage by
casualty and damage to be repaired by Lessor excepted and together with any and all Alterations unless Lessor shall have
instructed Lessee to remove the same, assuming Lessor shall have the authority to do so pursuant to the provisions of
Section 10.7 above. Any Lessee’s Personalty remaining on the Premises may, at the option of Lessor, be deemed to be abandoned
and thereafter may either be retained by Lessor as Lessor’s personal property or be disposed of in such manner as Lessor may
deem fit. Lessee shall reimburse Lessor for any costs incurred by Lessor for the removal and/or storage of Lessee’s Personalty.
25. WAIVER.
25.1. The failure of Lessor to insist upon strict performance of any of the covenants or conditions of this Lease, shall not be
construed as a waiver or relinquishment of any such covenants or conditions, but the same shall be and remain in full force and
effect.
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26. SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE.
26.1. This Lease shall be subject and subordinate to the lien of any existing mortgage covering the Premises, or any part
thereof, and to any future mortgage, provided that any such future mortgage (or a subordination, non-disturbance and attornment
agreement entered into for the benefit of Lessee from the holder thereof) shall provide that the Fee Mortgagee holding such
mortgage shall not be entitled to terminate this Lease, or in any way disturb Lessee’s use and enjoyment and will recognize
Lessee’s rights contained in this Lease, where Lessee is not then in default hereunder beyond any applicable grace period with
respect to such default. Lessor shall use reasonable efforts to obtain similar non-disturbance agreements from any existing Fee
Mortgagee.
26.2. Subject to the provisions of 26.1 above, Lessee agrees that Lessee shall attorn to and recognize any foreclosing Fee
Mortgagee or other such successor in interest to Lessor, as Lessee’s landlord hereunder.
27. ESTOPPEL CERTIFICATE.
27.1. Within ten (10) days following any written request which either party may make from time to time, the other party shall
execute and deliver a statement, certifying (i) the Commencement Date; (ii) the fact that this Lease is unmodified and in full force
and effect (or, if there have been modifications hereto, that this Lease is in full force and effect, as modified, and stating the date
and nature of such modifications); (iii) the date to which the Rent has been paid (iv) the fact that there are no current defaults
under this Lease by either Lessor or Lessee, except as specified in such statement, and (v) such other matters reasonably
requested. Lessor and Lessee intend, agree and understand that any such statement delivered pursuant to this Section 27.1 may
be relied upon by any Fee Mortgagee, beneficiary, purchaser or prospective purchaser, mortgagee or subtenant of the Premises or
the Building or any interest therein.
27.2. Either party’s failure to deliver any such statement within the period specified, after receipt of notice, shall be
conclusive upon such party that this Lease is in full force and effect without modification, that there are no uncured defaults by
the requesting party and that not more than one (1) month’s Rent has been paid in advance.
28. NOTICE OF LEASE.
28.1. Lessor and Lessee shall execute, in recordable form, a Notice of Lease pursuant to Section 47-19 of the Connecticut
General Statutes.
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29. DEFINITION OF LESSOR.
29.1. The term “Lessor” as used in this Lease, so far as covenants or obligations on the part of Lessor are concerned, shall
be limited to mean and include only the owner or owners at the time in question of the fee title to the Premises. In the event of any
transfer, assignment or conveyance of such title to a Person not Controlled by Lessor or related to Lessor, Lessor herein named
shall be automatically freed and relieved from and after the date of such transfer, assignment or conveyance of all liability with
respect to the performance of any covenants or obligations on the part of Lessor contained in this Lease thereafter to be
performed (except as may be attributable to the period preceding said conveyance, unless expressly assumed by the transferee of
any such interest) and, without further agreement, the transferee of such title or interest shall be deemed to have assumed and
agreed to observe and perform any and all obligations of Lessor hereunder, during such transferee’s ownership of the Premises.
Lessor may, at any time during the Initial Term or the Renewal Term (if appropriate), transfer Lessor’s interest in the Premises.
30. LIMITATION ON LIABILITY.
30.1. Except as herein expressly stated to the contrary, it is hereby understood and agreed that neither Melvyn J. Powers nor
Mary P. Powers shall have any personal liability hereunder with respect to any of the covenants, conditions or provisions of this
Lease, and that in the event of a breach or default by Lessor with respect to any of Lessor’s obligations hereunder, Lessee shall
look solely to the estate and property of Lessor (or either of them) in the Premises, for the satisfaction of Lessee’s remedies,
including the collection of a judgment (or other judicial process) requiring the payment of money by Lessor, and no other
property or assets of Lessor shall be subject to levy, execution or other enforcement procedure for the satisfaction thereof. The
provisions of this Section 30 shall apply only to the Lessor above named. The provisions are not for the benefit of any insurance
company or any other third party.
31. TERMS AND HEADINGS.
31.1. The words “Lessor” and “Lessee” as used herein shall include the plural as well as the singular. Words used in either
gender include the other genders. The Section headings contained in this Lease are not a part of this Lease and shall have no
effect upon the construction or interpretation of any part of this Lease.
32. INVALIDITY.
32.1. The invalidity of any provision of this Lease shall not be deemed to impair or affect in any manner the validity,
enforceability or effect of the remainder of this Lease, to the extent such remainder may be given effect in the absence of said
invalid provision(s), and, in such event, all of the other provisions of this Lease shall continue in full force and effect as if such
invalid provision had never been included herein.
33. LESSOR’S SIGNS.
33.1. Lessor may at any time place on or about the Premises (excluding the Building) any “For Sale” signs, and at any time
during the last one hundred eighty (180) days of the Initial Term, or (if appropriate) the last one hundred eighty (180) days of the
Renewal Term, Lessor may place “For Lease” signs on or about the Premises and/or the Building.
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34. QUIET ENJOYMENT.
34.1. Lessor hereby represents and warrants that Lessor owns fee simple title to the Premises and has full authority to grant
this Lease and that no other person, firm or corporation need join in the execution of this Lease by Lessor in order to make
Lessor’s execution of this Lease complete or appropriate. Lessor further covenants that Lessee, upon paying the Rent and
faithfully performing Lessee’s other obligations hereunder, shall peacefully and quietly have, hold and enjoy the Premises
throughout the Initial Term and the Renewal Term (if appropriate) without hinderance, ejection or molestation by any person
claiming under Lessor, subject to the terms and provisions of this Lease.
35. LESSOR’S DEFAULT.
35.1. In the event Lessor shall fail to perform or observe any term, covenant, or condition of Lessor hereunder after thirty
(30) days written notice from Lessee of such failure or, if such failure is not capable of being cured within such thirty (30) day
period and Lessor shall fail to commence to cure the same within such thirty (30) day period and thereafter diligently pursue such
cure to completion within a reasonable time, then Lessee shall have the right (but not the obligation) to perform such obligation
and to charge the cost thereof to Lessor, provided that Lessee shall have the right to perform such obligation immediately and
without notice in the case of an emergency or material interference with Lessee’s ability to use the Premises. Lessee shall submit a
bill to Lessor for the reasonable cost of performing such work, which amount shall be payable by Lessor within ten (10) days after
receipt thereof. It is agreed and understood that in no event shall Lessee be permitted to setoff any such sum allegedly due to
Lessee against the Rent reserve hereunder.
35.2. If Lessor rejects this Lease in bankruptcy, Lessee may, at Lessee’s option, terminate this Lease. If Lessee elects to
remain in possession after such rejection by Lessor, the rights and remedies of the parties shall be governed by the terms and
conditions of this Lease.
36. ATTORNEY’S FEES.
36.1. In any proceeding which Lessor or Lessee may prosecute to enforce such party’s rights hereunder, the unsuccessful
party shall pay all costs incurred by the prevailing party, including reasonable attorney’s fees. Prior to commencing any
proceeding, the parties shall each submit to the other a final offer of settlement. The failure of a party (as plaintiff) to submit a
settlement offer shall be deemed a demand for all of the relief requested in such party’s complaint and the failure of a party (as
defendant) to submit a responding settlement offer within ten (10) days after receipt of the settlement offer from the plaintiff party
shall be deemed a rejection of any relief for the benefit of the plaintiff party. If the forum in which the proceeding is heard renders
a judgment at least as favorable to a party as such party’s settlement offer, then such party shall be deemed the prevailing party
for the purposes of this Section 36.1.
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37. ACCORD AND SATISFACTION.
37.1. No payment by Lessee or receipt by Lessor of a lesser amount than the Rent payment herein stipulated shall be deemed
to be other than on account of the Rent, nor shall any endorsement or statement on any check (or contained in any letter
accompanying any check) be deemed to constitute an accord and satisfaction, and Lessor may accept any such payment of a
lesser amount without prejudice to Lessor’s right to recover the balance of the Rent or to pursue any other remedy provided in
this Lease, or available at law.
38. BINDING EFFECT.
38.1. This Lease shall inure to the benefit of Lessor and Lessee, and their respective successors, heirs and assigns, as
appropriate. Words importing the singular number include the plural number and vice versa.
39. ENTIRE AGREEMENT AND GOVERNING LAW.
39.1. This Lease contains the entire agreement between Lessor and Lessee and all prior negotiations and agreements are
merged into this Lease. This Lease may not be changed, modified, terminated or discharged, in whole or in part, nor any of its
provisions waived except by a written instrument which (i) expressly refers to this Lease, and (ii) is executed by the party against
whom enforcement of such change, modification, termination, discharge or waiver is sought. All Exhibits attached hereto or
referred to herein form an integral part of this Lease and are hereby incorporated by reference.
39.2. The laws of the State of Connecticut shall govern and control the validity, interpretation, construction, performance and
enforcement of this Lease and shall apply to any disputes or controversies arising out of or pertaining to this Lease.
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IN WITNESS WHEREOF, Lessor and Lessee have executed and delivered this Lease as of the day and year first above
written.
Signed, sealed and delivered in the presence of:
/s/ John R. Ward /s/ Melvyn J. Powers

John R. Ward Melvyn J. Powers
[ILLEGIBLE]
/s/ John R. Ward /s/ Mary P. Powers

John R. Ward Mary P. Powers
[ILLEGIBLE]
Witnessed By: ADVANCED TECHNOLOGY MATERIALS, INC.
/s/ [ILLEGIBLE] By: /s/ Daniel P. Sharkey

Notary Public Its: VP-CFO
Duly Authorized
My Commission Expires
11-30-98
27
EXHIBIT A
PREMISES
Two (2) certain pieces or parcels of land, together with the buildings thereon, situate in the City of Danbury, County of Fairfield
and State of Connecticut, and bounded and described as follows:
FIRST PARCEL:
A certain piece or parcel of land, together with the buildings thereon, situate in the City of Danbury, County of Fairfield and State
of Connecticut, in Beaverbrook District, on Commerce Drive, so-called, and bounded:
Southerly: by the Second Parcel, hereinafter described, a distance of 439 feet;
Easterly: by land now or formerly of the Estate of Catherine Simek, et al, a distance of 368.62 feet;
Northerly: by other land of Commerce Park, Incorporated, a distance of 503 feet; and
Westerly: by Commerce Drive and other land of Commerce Park, Incorporated, a distance of 475 feet, being shown and
designated as “Parcel 3” on map entitled: “Map Showing Development of Commerce Park, Eagle Road, Beaver
Brook District, Danbury, Conn.”, Scale 1” = 100’ dated March 2, 1964, Certified Substantially Correct by Douglas
Watson, P.E. & L.S. and on file in the Office of the Danbury Town Clerk as Map No. 3469 to which reference may
be had.
SECOND PARCEL:
A certain piece or parcel of land situate in the City of Danbury, County of Fairfield and State of Connecticut, commencing at the
Southwesterly corner of the First Parcel hereinbefore described, and proceeding South 86° 05’ East, a distance of 439 feet along a
stonewall to a point which is the Southeasterly corner of the aforementioned “Parcel 3” thence turning, and proceeding in a
Southerly direction, a distance of 25 feet to a point; thence turning and proceeding in a Westerly direction, a distance of 425 feet,
more or less, to extension of Commerce Drive as shown on said Map; thence turning and proceeding Northerly, a distance of 75
feet, more or less, along the Easterly side of Commerce Drive to the point or place of beginning.
Said premises being bounded:
Northerly: by First Parcel above described;
Easterly
Southerly
and by land now or formerly of Seymour R. Powers.
Westerly:
Together with the right to pass and repass, for all purposes, over the roadway known as Commerce Drive as shown on said Map
No. 3469 and together with the right to pass and repass for all purposes over other land within said Commerce Park, located along
the westerly boundary of the First Parcel above described.
EXHIBIT B
LESSOR’S WORK
1. Repair and replace ceiling overhang on the outside office area.
2. Remove the four concrete pads within the back fenced area at the rear of the Building. Regrade and landscape with suitable
topsoil and grass and plantings. Prior to landscaping, Lessor shall provide plans and specifications to Lessee for its written
consent thereto, which consent shall not be unreasonably withheld or delayed.
3. Reface the front exterior of the Building with “drivit”. Install new metal spandrels and install new one-inch thermal tinted
glass to upgrade entire front of the Building. Prior to construction, Lessor shall provide plans and specifications to Lessee
for its written consent thereto, which consent shall not be unreaasonably withheld or delayed.
4. Replace the roof of the Building with a new roof of such quality as shall be acceptable to Lessee (exercising reasonable
discretion) which shall include:
(a) Mechanically fastened R12.50 polyisocyanurate roof insulation;
(b) 5” perlite overlayment prior to installation of a 4-ply smooth surface fiberglass and asphalt roof;
(c) New cant strip and composition base flashings at all intersecting walls and penetrations;
(d) Copper pitch boxes and new expansion joints where necessary;
(e) Staging and rigging to OSHA approval level;
(f) New baked enamel finish aluminum gravel stop at the perimeter walls; and
(g) Steel deck replacement where necessary.

EXHIBIT C
LESSEE’S INITIAL WORK
Lessee shall remove and dispose of the following HVAC equipment:
Item Quantity Unit Description Location
(i) 1 Ea. 100 Ton Cooling Tower Center Building Roof

(ii) 1 Ea. 250 Ton Cooling Tower South West Roof
(iii) 1 Ea. 250 Ton Chiller Mechanical Room South
(iv) 1 Ea AHU South West Roof
(v) 1 Ea. 15 Ton DX Cond. North West Roof
(vi) 1 Lot Misc. Exhaust Fans Center Building Roof
EXHIBIT D
LESSEE’S ADDITIONAL WORK
1. Lessee will remove and dispose of the following items:
Item Quantity Unit Description Location
(i) 3 Ea. 20 T DX Cond. Upper Roof Office Area

(ii) 1 Ea. 20 T DX Cond. Cafeteria Center East, Roof
(iii) 1 Ea. 20 T DX Cond. Administration Area, Roof
(iv) 2 Ea 25 T DX Cond. Novapure Office Area NE
(v) 1 Ea. 40 T CHW-AHU Novapure Lab Area NW
(vi) 1 Ea 15 T DX Cond. Novapure Plant North
(vii) 1 Ea. 20 T DX Cond. Novapure Shiving Area NW
(viii) 1 Ea. 15 T DX Cond Novapure Shiving Area NW
(ix) 2 Ea. 30 T DX Cond. Reagents Lab West
(x) 1 Ea. 20 T DX Cond. Clean Room Make-up Air West
(xi) 2 Ea. 30 T DX Cond. Clean Room Make-up Air, West
(xii) 3 Ea. 20 T DX Cond. Clean Room Recirc. Unit, Mid Center
(xiii) 1 Ea. 30 T DX Cond. PC Lab Roof
(xiv) 1 Ea. 125 T Chiller Outside Yard West
(xv) 1 Ea. 80 T CHW AHU Fibers & Millipore Roof
(xvi) 2 Ea. 60 T Trane Chillers North on Ground
(xvii) 1 Ea. 60 T DX AHU Clean Room Make-up Air, West Mid Roof
(xviii) 1 Ea. 60 T DX AHU Inside Building
2. Lessee will remove all existing wiring, duct work and piping from within the Building and shall repair and restore any damage
occasioned thereby (including in particular, any roof penetrations), which work shall include in particular (but without
limitation) removal of all such items from within the existing seven laboratories and the existing clean room.
3. Lessee shall remove wiring, duct work and piping or other systems (mechanical or electrical) associated with any of the
equipment listed under Paragraph 1 above and/or associated with any of the equipment listed under Exhibit C.
4. If Lessor shall so require, Lessee will remove any alterations carried out by Lessee for which Lessor’s consent was not
required or sought and shall repair and restore any damage occasioned thereby.
5. Lessee will install or leave in place an adequate HVAC system or systems, serving the entire Building (for normal office use),
to the reasonable satisfaction of Lessor.
EXHIBIT E
TRI-PARTITE AGREEMENT
THIS TRI-PARTITE AGREEMENT (this “Agreement”) is made as of the 23rd day of December, 1994 by and among
MELVYN J. POWERS and MARY P. POWERS, individuals d/b/a M & M REALTY, with an office address at 7 Finance Drive,
Danbury, Connecticut 06810 (the “Powers”), NATIONAL SEMICONDUCTOR CORPORATION (“NSC”), a corporation
organized and existing under the laws of the State of Delaware, with a principal address at 2900 Semiconductor Drive, M/S 16-160,
Santa Clara, California, 95052-8090 and ADVANCED TECHNOLOGY MATERIALS, INC., a corporation organized and existing
under the laws of the State of Delaware with an office address at 7 Commerce Drive, Danbury, Connecticut 06810 (“ATM”).
BACKGROUND
Pursuant to a Lease Agreement (the “Lease”) dated December 4, 1979, Commerce Park, Incorporated leased to NSC those
premises known as 7 Commerce Drive, Danbury, Connecticut as therein more particularly described (the “Premises”) for a term
due to expire on August 31, 1995. As of August 1, 1990 NSC sublet the Premises to ATM for the remainder of the Lease (the
“Sublease”) and together with the Sublease, ATM and NSC entered into a side letter agreement (the “Side Letter”) pursuant to
which Side Letter (inter alia) NSC agreed to pay to ATM the sum of One Million ($1,000,000) Dollars (the “Restoration Sum”) in
the event that ATM subsequently entered into a lease of the premises with the Powers (being the current landlord pursuant to the
Lease) or purchased the same. On the 23rd day of December, 1994, ATM entered into a lease with the Powers which lease (the
“New Lease”) is to commence upon the expiration of the Lease. Pursuant to the terms and conditions of the New Lease, it has
been agreed between ATM and the Powers that the Restoration Sum shall become the property of the Powers in consideration of
the work to be performed by the Powers.
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, it is agreed by and among
the Powers, NSC and ATM as follows:
1. In accordance with NSC’s obligation pursuant to the Side Letter, NSC, at the direction of ATM and the Powers, hereby
unconditionally releases and delivers the Restoration Sum to the law firm of Pullman & Comley as the “Escrowee” pursuant
to the provisions contained in that certain “Escrow Agreement” dated December 23, 1994, and made by and among the
Powers, ATM and Escrowee, a copy of which Escrow Agreement is attached as Exhibit F to the New Lease. Escrowee shall
retain $750,000.00 of the Restoration Sum representing the “Escrow Sum” pursuant to the Escrow Agreement and shall
immediately deliver the remaining $250,000.00 to the Powers, which sum shall be the sole and absolute property of the
Powers, regardless of any contrary provisions contained in the Side Letter with respect to the obligations of ATM.
2. NSC and ATM hereby expressly acknowledge, stipulate and agree that the terms and conditions of the New Lease and any
and all auxiliary documentation contemplated thereby and made thereunder including (without limitation) this Agreement
shall supersede in all respects the terms and conditions of the Side Letter, so that subject to receiving the Release referred to
in Paragraph 3 below, NSC has no further interest in the Restoration Sum and ATM and the Powers are free to dispose of the
same in such manner as agreed pursuant to the terms and conditions of the New Lease.
3. Following Escrowee’s receipt (in immediately available funds) of the Restoration Sum, the Powers agree to release NSC from
NSC’s restoration obligations pursuant to the Lease, in the form attached hereto as Schedule A and made a part hereof.
4. This Agreement is made under and shall be construed in accordance with the laws of the State of Connecticut.
IN WITNESS WHEREOF, the Powers, NSC and ATM have executed this Agreement as of the day and year first above
written.
Melvyn J. Powers
Mary P. Powers
NATIONAL SEMICONDUCTOR
CORPORATION
By:
Its
ADVANCED TECHNOLOGY MATERIALS,

INC.
By:
Its
SCHEDULE A
RELEASE
TO ALL PEOPLE TO WHOM THESE PRESENTS SHALL COME, GREETING:
KNOW YE, that MELVYN J. POWERS AND MARY P. POWERS, individuals d/b/a M & M REALTY, with an office
address at 7 Finance Drive, Danbury, Connecticut 06810 (together the “Releasor”), for good and valuable consideration to them in
hand presented on behalf of NATIONAL SEMICONDUCTOR CORPORATION, a corporation organized and existing under the
laws of the State of Delaware, with a principal address at 2900 Semiconductor Drive, M/S 16-160, Santa Clara, California 95052-8090
(the “Releasee”), the receipt of which is hereby acknowledged, have remised, released, and forever discharged, and by these
presents do for their heirs, representatives, successors and assigns, remise, release and forever discharge Releasee and
Releasee’s successors and assigns, of and from all manner of action and actions, cause and causes of action, suits, debts, dues,
sums of money, accounts, reckonings, bonds, bills, covenants, rights, privileges, contracts, controversies, agreements,
guarantees, endorsements, promises, damages, judgments, executions, claims and demands whatsoever which Releasor would
otherwise have with respect to Releasee’s obligation to restore those premises known as 7 Commerce Drive, Danbury,
Connecticut 06810 (the “Premises”) pursuant to that certain Lease Agreement dated December 4, 1979, with respect to the
Premises made by and between Commerce Park, Incorporated, and Releasee (the “Lease”) upon the expiration of the Lease.
IT IS AGREED, STIPULATED AND UNDERSTOOD by and between Releasee and Releasor that this Release is expressly
limited to said obligation to restore and shall not be construed as extending to any other obligation (now or hereafter existing) of
Releasee to Releasor, whether contained in the Lease or existing at law or in equity or otherwise, and in particular (but without
prejudice to the generality of the foregoing) it is agreed and understood that Releasee’s obligations with respect to the payment
of rent contained in the Lease shall not be in any way affected hereby and that this Release shall have no effect whatsoever with
respect to any and all liabilities or obligations of Releasee to Releasor concerning any environmental condition at the Premises,
including (without limitation) Releasee’s responsibility to carry out (or have carried out) any governmentally mandated cleanup of
any environmental condition arising at the Premises during the term of the Lease, which responsibility is hereby expressly
acknowledged by Releasee.
IN WITNESS WHEREOF, Releasor and Releasee have executed this Release as of the day of , 1994.
Signed, sealed and delivered in presence of:
Melvyn J. Powers
Mary P. Powers
NATIONAL SEMICONDUCTOR CORPORATION
By:
STATE OF CONNECTICUT )
) ss:
COUNTY OF FAIRFIELD )
On this the day of December, 1994, before me, the undersigned officer, personally
appeared Melvyn J. Powers, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within
instrument and acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand.
Commissioner of the Superior Court

Notary Public
My Commission Expires:
) ss:
appeared Mary P. Powers, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within
instrument and acknowledged that she executed the same for the purposes therein contained.
2

Notary Public
) ss:
appeared , who acknowledged himself to be the of National
Semiconductor Corporation, a corporation, and that he as such officer, being duly authorized so to do, executed the foregoing
instrument for the purposes therein contained by signing the name of the corporation by himself as such officer.

Notary Public
3
EXHIBIT F
ESCROW AGREEMENT
This ESCROW AGREEMENT (this “Agreement”) is made this 23rd day of December, 1994, by and among MELVYN J.
POWERS and MARY P. POWERS, individuals d/b/a M & M REALTY with an office address at 7 Finance Drive, Danbury,
Connecticut 06810 (“Lessor”), ADVANCED TECHNOLOGY MATERIALS, INC., a corporation organized and existing under the
laws of the State of Delaware, with an office address at 7 Commerce Drive, Danbury, Connecticut 06810 (“Lessee”) and
PULLMAN & COMLEY, a general partnership having an office and place of business at 850 Main Street, Bridgeport, Connecticut
06604 (“Escrowee”).
BACKGROUND:
As of even date herewith, Lessor and Lessee have entered into an Agreement of Lease (the “Lease”) with respect to those
premises known as 7 Commerce Drive, Danbury, Connecticut (the “Premises”). Pursuant to the Lease, Lessor has agreed to carry
out “Lessor’s Work” at the Premises (as therein more particularly defined), and in connection with the Lessor’s Work, it has been
agreed that the sum of $750,000.00 shall be put in escrow with the Escrowee (the “Escrow Sum”), which Escrow Sum is to be used
to fund the performance of Lessor’s Work.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained in the Lease and contained herein,
Lessor, Lessee and Escrowee agree as follows:
1. Pursuant to the provisions of the Tri-Partite Agreement made of even date herewith by and among Lessor, Lessee and
National Semiconductor Corporation, immediately upon Escrowee’s receipt of the “Restoration Sum” (as defined in Section 2.5 of
the Lease), Escrowee shall promptly deposit the Escrow Sum in a money market account (or money market accounts) in
Escrowee’s name as escrow agent for Lessor and Lessee at a Connecticut banking corporation (or banking corporations) of
Escrowee’s choice, provided that the same shall be acceptable to both Lessor and Lessee (exercising reasonable discretion). In
the event that the Restoration Sum is not delivered to Escrowee by February 15, 1995, then subject to any further express written
agreement between all of the parties hereto, this Agreement shall thereafter be null and void and of no further effect, so that no
party shall have any further rights, duties, liabilities or obligations hereunder.
2. (a) With respect to each individual item of Lessor’s Work as numbered 1 through 4 on Exhibit B to the Lease (an “Item”),
at such time as Lessor shall have substantially completed thirty-five (35%) percent thereof, Lessor shall deliver a bill therefor
(together with such breakdown thereof as Lessee shall reasonably require), and, if Lessee shall approve the same, Lessor and
Lessee shall give joint notice to Escrowee to pay the agreed amount to Lessor out of the Escrow Sum, subject to a retainage of ten
(10%) percent. With respect to each Item, at such time as Lessor shall have substantially completed seventy (70%) percent
thereof, Lessor shall deliver a bill therefor (together with such breakdown thereof as Lessee shall reasonably require) and, if
Lessee shall approve the same, Lessor and Lessee shall give joint notice to Escrowee to pay the agreed amount to Lessor out of
the Escrow Sum, subject to a retainage of ten (10%) percent. With respect to each Item, at such time as Lessor shall have
substantially completed one hundred (100%) percent thereof, Lessor shall deliver a bill therefor (together with such breakdown
thereof as Lessee shall reasonably require) and, if Lessee shall approve the same, Lessor and Lessee shall give joint notice to
Escrowee to pay the agreed amount to Lessor out of the Escrow Sum, subject to a retainage of ten (10%) percent. Following
“punchlist” work (if any) with respect to any Item, Lessor and Lessee shall give joint notice to Escrowee to pay to Lessor the
appropriate retainages with respect to the Item in question.
(b) In the event of any dispute which Lessor and Lessee are unable to settle in a mutually acceptable manner, then
Lessor and Lessee shall jointly appoint an independent, disinterested architect (the “Arbitrator”) who shall informally arbitrate as
to whether the work in question has been substantially completed in accordance with the terms of the Lease, and/or the proper
cost thereof or whether “punchlist” work has been completed (as appropriate) and the decision of the Arbitrator shall be final and
binding upon the parties. Lessor and Lessee shall share equally in the Arbitrator’s fees, regardless of the outcome of such
arbitration. In the event that Lessor and Lessee are unable to agree upon the identity of the Arbitrator, then the dispute shall be
referred to arbitration in accordance with the rules of the American Arbitration Association.
3. Upon completion of Lessor’s Work, including any “punchlist” work (as jointly certified in writing by Lessor and Lessee)
Escrowee shall pay any remaining part of the Escrow Sum, together with all interest earned thereon to Lessor, all of which monies
shall be the sole and absolute property of Lessor.
4. In the event that Escrowee shall receive from either party any demand or request for a payment out of the Escrow Sum in a
form or manner inconsistent with the procedures herein contained (an “Invalid Request”) then Escrowee shall not make any
payment with respect thereto, but shall notify the other party of Escrowee’s receipt of the same. Thereafter, Escrowee shall not
make any payment pursuant to such Invalid Request unless subsequently instructed to do so in writing by Lessor and Lessee, or
until such a disbursement from the Escrow Sum is directed by a final judgment or order of a court of competent jurisdiction, which
judgment or order (in the opinion of counsel to Escrowee) is final and binding on Escrowee, Lessor and Lessee, and is not subject
to further appeal. In either of such events, Escrowee shall make a disbursement from the Escrow Sum in accordance with such
instruction or such final judgment or order as the case may be. Escrowee shall not become liable for any refusal to deliver any part
of the Escrow Sum in accordance with this Paragraph 4, and furthermore, Escrowee shall have the right at any time to pay the
Escrow Sum, or any part thereof, into any court of competent jurisdiction in Fairfield County, Connecticut (by way of interpleader
proceedings), for payment to the appropriate party, whereupon Escrowee’s obligations with respect to the Escrow Sum, or with
respect to such part thereof as shall have been paid into such court, shall terminate.
5. Escrowee shall be under no obligation to release any information concerning the Escrow Sum, except upon receipt of a
written request by either Lessor or Lessee or their authorized representatives.
6. All disbursements of the Escrow Sum shall be made by Escrowee’s check or by wire transfer.
7. As a controlling part of the consideration for the acceptance of its responsibilities hereunder, it is agreed and understood
that Escrowee shall not be liable for any acts or omissions done in good faith, nor liable for any claims, demands, losses or
damages made, claimed or suffered by any party hereto, except as such may arise through or because of Escrowee’s willful
misconduct or gross negligence. Lessor and Lessee hereby agree to indemnify and hold Escrowee harmless against any and all
losses, claims, damages, liabilities and expenses, including, without limitation, costs of investigation and counsel fees which may
be imposed upon Escrowee or incurred by Escrowee in connection with the performance of Escrowee’s duties hereunder and/or
any disputes or litigation arising hereunder. Lessor and Lessee shall share equally Escrowee’s reasonable fee in administering the
Escrow Sum and otherwise performing Escrowee’s obligations hereunder.
8. All notices, requests, demands, elections, concerns, approvals, and other communications made hereunder (a “Notice”)
must be in writing and addressed to the parties as follows:
If to Lessor or to Lessee:
In accordance with the provisions contained in Section 20 of the Lease.
If to Escrowee:
John R. Ward, Esq.

Pullman & Comley
850 Main Street
Bridgeport, Connecticut 06604
Any Notice required or permitted to be given or to made hereunder shall be deemed duly given or made only if delivered in
accordance with the provisions contained in Section 20 of the Lease.
9. Lessor and Lessee shall furnish Escrowee with their respective taxpayer identification numbers to enable Escrowee to file
appropriate income tax information returns with respect to any interest or other income from the Escrow Sum.
IN WITNESS WHEREOF, Lessor, Lessee and Escrowee have executed this Agreement as of the day and year first above
written.
LESSORS:
M&M REALTY
Melvyn J. Powers
Mary J. Powers
LESSEE:
By:
Its
PULLMAN & COMLEY
By:
John R. Ward
Duly Authorized
Exhibit 10.07

1995 STOCK PLAN
SECTION 1. Purpose
The purpose of the 1995 Stock Plan (the “Plan”) is to secure for Advanced Technology Materials, Inc. (the “Company”),
its parent (if any) and any subsidiaries of the Company (collectively the “Related Corporations”) 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 Corporations 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 Corporations 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 Corporations may purchase stock in the Company pursuant to options granted
hereunder which do not qualify as Incentive Stock Options (“Non-Qualified Options”); (c) directors, employees and
consultants of the Company and any Related Corporations may be awarded stock in the Company (“Awards”); and (d)
directors, employees and consultants of the Company and any Related Corporations may make direct purchases of
stock in the Company (“Purchases”) and (e) directors, employees and consultants of the Company and any Related
Corporations may receive stock appreciation rights (“SARs”). (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 of 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.) 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, Awards, Purchases and SARs
are referred to hereafter individually as a “Plan Benefit” and collectively as “Plan Benefits.”
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 in accordance with Section 2.2. The Board of Directors may in its sole discretion grant
Options, issue shares upon exercise of such Options, grant Awards, approved Purchases and grant SARs, upon the
affirmative vote of the members of the Board of Directors present at a meeting where a quorum is present or upon the
unanimous consent of the Board of Directors, 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,
Award, Purchase 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 comprised solely by two or more members. Members of the
Committee shall at all times be: (i) “outside directors” as the term is defined in Prop. Treas. Reg. §1.162-27(e)(3) (or any
successor regulation); and (ii) “disinterested persons” 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 Participation by Persons Subject to Section 16 of the Exchange Act.

With respect to the participation in the Plan of any director, officer or stockholder who is subject to Section 16 of the
Exchange Act, his or her selection as a participant and the number of Option, Award or Purchase shares or SARs to be
allocated to such person shall be determined either (i) by the Board of Directors, all of which shall be “disinterested
persons” or (ii) by, or only in accordance with, the recommendations of the Committee, if so appointed.
2.3 Compliance with Section 162(m) of the Code. Section 162(m) of the Code, added by the Omnibus Budget
Reconciliation Act of 1993, generally limits the tax deductibility to publicly held companies of compensation in excess
of $1,000,000 paid to certain “covered employees” (“Covered Employees”). It is the Company’s intention to preserve the
deductibility of such compensation to the extent it is reasonably practicable and to the extent it is consistent with the
Company’s compensation objectives. For purposes of this Plan, Covered Employees of the Company shall be those
employees of the Company described in Section 162(m)(3) of the Code.
SECTION 3. Eligibility
3.1 Incentive Stock Options. Employees of the Company or of any Related Corporation 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
Corporations, 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, Awards, Purchases and SARs. Non-Qualified Options, Awards, authorizations to make
Purchases and SARs may be granted to any director (whether or not an employee), officer, employee or consultant of
the Company or any Related Corporation.
3.3 Generally. The Board of Directors may take into consideration a recipient’s individual circumstances in determining
whether to grant an Incentive Stock Option, a Non-Qualified Option, an Award or an SAR or to approve a Purchase.
Granting of any Option or Award or SAR or approval of any Purchase for any individual or entity shall neither entitle that
individual or entity to, nor disqualify that individual or entity from, participation in any other grant of Options or Awards or
SARs or authorizations to make Purchases.
SECTION 4. Stock Subject to Plan
Subject to adjustment as provided in Sections 10 and 11 hereof, the maximum number of shares of the Company’s
Common Stock $.01 par value, which will be reserved for issuance, and in respect of which Options or Awards or SARs
may be granted or Purchases pursuant to the provisions of the Plan, shall not exceed in the aggregate 500,000 shares,
except that such number of shares will be increased by that number of shares as to which options, awards or
purchases granted under the Company’s 1987 Stock Plan may lapse, expire, terminate or be cancelled. Shares
available under the Plan may be authorized and unissued or treasury shares. If an Option or SAR granted hereunder
shall expire or terminate for any reason without having been exercised in full, or if the Company shall reacquire any
unvested shares issued pursuant to Awards or Purchases, the unpurchased shares or expired or terminated SAR
shares subject thereto and any unvested shares so reacquired shall again be available for subsequent grants of
Options, SARs and Awards and for Purchases 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, Awards and SARs and Approval of Purchases
Options, Awards and SARs may be granted and Purchases may be approved under the Plan at any time after approval
of the Plan by the stockholders of the Company and prior to May 24, 2005. The date of grant of an Option, Award or
SAR or approval of a Purchase under the Plan will be the date specified by the Board of Directors at the time the Board
of Directors grants such Option, Award or SAR or approves such Purchase; 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 an optionee, to convert an Incentive Stock Option granted under the Plan to a Non-Qualified Option
pursuant to Section 6.7.
SECTION 6. Special Provisions Applicable to Options and SARs
6.1 Purchase Price and Shares Subject to Options and SARs.
(a) The purchase price per share of 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 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 50% of
the fair market value of such stock on the day such Option is granted.
(b) Options granted under the Plan may provide for the payment of the exercise price by delivery of (i) cash or a
check payable to the order of the Company in an amount equal to the exercise price of such Options, (ii) shares of
Common Stock of the Company owned by the optionee 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.
(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 National Market System, 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 National Market System. 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 cancellations or repricings which may occur, shall be limited to 75,000 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; provided that in
no event may an Option or SAR be exercisable prior to six (6) months from the date of grant. To the extent that an
Option or SAR is not exercised by a optionee or recipient 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 any employee 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 employee are exercisable for the first time by
such employee during any calendar year (under all plans of the Company and any Related Corporations) shall not
exceed $100,000.
6.4 Non-transferability of Options and SARs. No Option or SAR granted under the Plan shall be assignable or
transferable by the optionee or recipient, 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, pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Securities Act (“ERISA”) or the rules promulgated
thereunder. During the life of the optionee or recipient, the Option or SAR shall be exercisable only by him or her. If any
optionee or recipient should attempt to dispose of or encumber his or her Options or SARs, his or her interests in such
Options or SARs shall terminate.
6.5 Effect of Termination of Employment or Death.
(a) If an optionee or recipient ceases to be employed by the Company or a Related Corporation for any reason,
including retirement but other than death, any Option or SAR granted to such optionee or recipient under the Plan shall
immediately terminate; provided, however, that any portion of such Option or SAR which was otherwise exercisable on
the date of termination of the optionee’s or recipient’s employment may be exercised within the three-month period
following the date on which the optionee or recipient ceased to be so employed, but in no event after the expiration of
the exercise period. 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 optionee or
recipient dies during such three-month period, the option or SAR shall be exercisable by the optionee’s or recipient’s
personal representatives, heirs or legatees to the same extent and during the same period that the optionee or recipient
could have exercised the Option or SAR on the date of his or her death.
(b) If the optionee or recipient dies while an employee of the Company or any Related Corporation, any Option or
SAR granted to such optionee under the Plan shall be exercisable by optionee’s or recipient’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
optionee or recipient could have exercised the Option or SAR on the date of his or her death. 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 Corporations) 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 employee 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 Corporations, 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
(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 optionee, may in its discretion take such actions as may be
necessary to convert such optionee’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 optionee is an employee of the Company or a Related
Corporation at the time of such conversion. Such actions may include, but not be limited to, extending the exercise
period or reducing the exercise price of the appropriate installments of such Options. At the time of such conversion,
the Board of Directors (with the consent of the optionee) 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 optionee the right to have such
optionee’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 optionee, 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. 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 recipient in accordance with procedures established by the Board of
Directors or as otherwise provided in any agreement evidencing any SARs, except that in no event shall an SAR be
exercisable with the first six (6) months after the date of grant. 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 the date of grant or the date of exercise of an SAR, as applicable.
6.9 Rights as a Stockholder. The holder of an Option or SAR shall have no rights as a stockholder with respect to any
shares covered by the Option or SAR until the date of issue of a stock certificate to him or her for shares of Common
Stock. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for
which the record date is prior to the date such stock certificate is issued.
6.10 Special Provisions Applicable to Non-Qualified Options and SARs

Granted 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 Prop. Treas.
Reg. §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. Special Provisions Applicable to Purchases
All approvals of Purchases which provide that the Company has a right to repurchase the shares subject to such
Purchase (the “Restricted Shares”) shall be subject to the terms and conditions set forth in the related agreement (the
“Stock Restriction Agreement”) approved by the Board of Directors, and shall be subject to the other terms and
conditions of the Section 7.
7.1 Conditions. All approvals of Purchases shall be subject to the following conditions:
(a) Prior to the issuance and transfer of Restricted Shares, the purchaser shall pay to the Company the purchase
price (the “Purchase Price”) of the Restricted Shares in cash or in such other manner as shall be as approved by the
Board of Directors.
(b) Restricted Shares issued and transferred to a purchaser may, if required by the Board of Directors, be deposited
with the Treasurer of other officer of the Company designated by the Board of Directors to be held until the lapse of the
restrictions upon such Restricted Shares, and each purchaser shall execute and deliver to the Company stock powers
enabling the Company to exercise its rights hereunder.
(c) Certificates for Restricted Shares shall, if the Company shall deem it advisable, bear a legend to the effect that
they are issued subject to specified restrictions.
(d) Certificates representing the Restricted Shares shall be registered in the name of the purchaser and shall be
owned by such purchaser. Such purchaser shall be the holder of record of such Restricted Shares for all purposes,
including voting and receipt of dividends paid with respect to such Restricted Shares.
7.2 Non-transferability. A purchaser’s Restricted Shares may not be sold, assigned, transferred, alienated, commuted,
anticipated, or otherwise disposed of (except, subject to the provisions of such purchaser’s Stock Restriction
Agreement, by will or the laws of descent and distribution or pursuant to a qualified domestic relation order as defined
by the Code or Title I of ERISA or the rules promulgated thereunder), or pledged or hypothecated as collateral for a loan
or as security for the performance of any obligation, or be otherwise encumbered, and are not subject to attachment,
garnishment, execution or other legal or equitable process, prior to the lapse of restrictions on such Restricted Shares,
and any attempt at action in contravention of this Section shall be null and void. If any purchaser should attempt to
dispose of or encumber his or her Restricted Shares prior to the lapse of the restrictions imposed on such Restricted
Shares, his or her interest in the Restricted Shares awarded to him or her shall terminate. In addition to the foregoing
restrictions, a purchaser may not dispose of Restricted Shares prior to six (6) months from the date of purchase, and
the certificate(s) evidencing such shares shall bear a legend to that effect.
SECTION 8. Special Provisions Applicable to Awards
A recipient of an Award may not transfer the shares of Common Stock received pursuant to such Award for a period of
six (6) months from the date of grant of such Award, and the certificate(s) evidencing such shares shall bear a legend to
that effect.
SECTION 9. Requirements of Law
9.1 Violations of Law. No shares shall be issued and delivered upon exercise of any Option or the making of any Award
or Purchase 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 optionee, grantee
and purchaser may, by accepting an Option or Award or SAR or making a Purchase, 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.
9.2 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 10. 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 11. Reorganization
In case the Company is merged or consolidated with another corporation and the Company is not the surviving
corporation, or, in case the property or stock of the Company is acquired by any other corporation, or in 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 Options and SARs, (i) make
appropriate provision for the protection of any such outstanding Options or 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 of the Company, provided only that the
excess of the aggregate fair market value of the shares subject to the Options and SARs 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 Options or SARs immediately before such substitution over the purchase or grant price
thereof, (ii) upon written notice to the optionees or recipients, 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
(iii) upon written notice to the optionees or recipients, 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 or SARs held by each optionee or recipient 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 Options or SARs
held by such optionee or recipient 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 12. No Special Employment Rights
Nothing contained in the Plan or in any Plan Benefit documentation shall confer upon any optionee or recipient or
purchaser of any Plan Benefit any right with respect to the continuation of his or her employment by the Company (or
any Related Corporation) or interfere in any way with the right of the Company (or any Related Corporation), 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 optionee, recipient or purchaser 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.
SECTION 13. Amendment of the Plan
The Board of Directors may at any time and from time to time modify or amend the Plan in any respect, except that
without the approval of the stockholders of the Company, the Board of Directors may not (a) materially increase the
benefits accruing to individuals who participate in the Plan, (b) materially increase the maximum number of shares of
stock which may be issued under the Plan (except for permissible adjustments provided in the Plan) or (c) materially
modify the requirements for eligibility for participation in the Plan. The termination or any modification or amendment of
the Plan shall not, without the consent of an optionee, recipient or purchaser of any Plan Benefit, affect his or her rights
under any Plan Benefit previously granted. With the consent of the affected optionee, recipient or purchaser of any Plan
Benefit, the Board of Directors may amend outstanding agreements relating to Plan Benefits, in a manner not
inconsistent with the Plan. 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 an optionee is required if
such amendment or modification would cause unfavorable income tax treatment for such optionee.
SECTION 14. Withholding
The Company’s obligation to deliver shares of stock upon the exercise of any Option or SAR or the granting of an Award
or making a Purchase and to make payment upon exercise of any SARs shall be subject to the satisfaction by the
optionee, recipient of the SAR or Award or purchaser of all applicable federal, state and local income and employment
tax withholding requirements.
SECTION 15. Effective Date and Duration of the Plan
15.1 Effective Date. The Plan shall become effective when adopted by the Board of Directors and approved by the
stockholders of the Company.
15.2 Duration. Unless sooner terminated in accordance with Section 11 hereof, the Plan shall terminate upon the earlier
of (i) the tenth anniversary of the date of its approval by the stockholders of the Company or (ii) the date on which all
shares available for issuance under the Plan shall have been issued pursuant to any Awards or Purchases or the
exercise or cancellation of Options and SARs granted hereunder. If the date of termination is determined under (i)
above, then Options and SARs outstanding on such date shall continue to have force and effect in accordance with the
provisions of the instruments evidencing such Options & SARs.
Exhibit 10.10
AGREEMENT OF LEASE
BETWEEN
SEYMOUR R. POWERS, LEON GRISS AND RUTH GRISS

(“LESSOR”)
AND
(“LESSEE”)
For Premises Located At:

6 Commerce Drive
Dated: November __, 2000

Table of Contents
Page
1. DEFINITIONS 4
2. PREMISES 6
3. USE AND COMPLIANCE 6
4. ENVIRONMENTAL PROVISIONS 7
5. FIXED RENT 9
6. REAL ESTATE TAXES 10
7. INSURANCE AND INDEMNITY 11
8. LESSOR’S RIGHT OF ENTRY 12
9. REPAIRS AND MAINTENANCE 12
10. ALTERATIONS 13
11. DAMAGE AND DESTRUCTION 15
12. SIGNS 16
13. UTILITIES 16
14. EMINENT DOMAIN 16
15. ASSIGNMENT AND SUBLETTING 17
16. LESSEE’S DEFAULT, REMEDIES 18
17. WAIVER OF SUMMARY PROCESS 19
18. HOLDING OVER 19
19. LESSEE’S PERSONALTY 19
20. NOTICE 20
21. SECURITY DEPOSIT 20
22. BROKERAGE 20
23. RENEWAL TERMS 21
24. END OF TERM 21
25. WAIVER 21
26. SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE 22
27. ESTOPPEL CERTIFICATE 22
28. NOTICE OF LEASE 22
29. DEFINITION OF LESSOR 23

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Page
30. LIMITATION ON LIABILITY 23
31. TERMS AND HEADINGS 23
32. INVALIDITY 23
33. LESSOR’S SIGNS 23
34. QUIET ENJOYMENT 24
35. LESSOR’S DEFAULT 24
36. ATTORNEY’S FEES 24
37. ACCORD AND SATISFACTION 25
38. BINDING EFFECT 25
39. ENTIRE AGREEMENT AND GOVERNING LAW 25
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THIS AGREEMENT OF LEASE (this “Lease”) made as of the _____ day of November, 2000, by and between
SEYMOUR R. POWERS, LEON GRISS and RUTH GRISS, individuals, with an office address c/o M&M Realty, Commerce Park,
P.O. Box 581, 7 Finance Drive, Danbury, Connecticut 06810 (together, the “Lessor”) and ADVANCED TECHNOLOGY
MATERIALS, INC., a corporation organized and existing under the laws of the State of Delaware with an office address at 6
Commerce Drive, Danbury, Connecticut 06810 (the “Lessee”).
WITNESSETH AS FOLLOWS:
1. DEFINITIONS.
1.1. As used in this Lease, the following words and phrases shall have the meaning indicated:
(a) “Additional Rent”: All amounts payable by Lessee to Lessor under this Lease other than Fixed Rent, whether or not
expressly stated to constitute Additional Rent.
(b) “Affiliate(s)”: As to any Person, any other person which Controls or is under common Control with, or is Controlled
by such Person.
(c) “Building”: That building containing approximately 31,300 rentable square feet and known as 6 Commerce Drive,
Danbury, Connecticut 06810.
(d) “Business Day”: Any day other than:
(i) A Saturday or Sunday; or
(ii) A federal or state holiday.
(e) “Commencement Date”: The first (1st) day of January, 2001.
(f) “Control(s)(led)”: The direct or indirect ownership of more than fifty (50%) percent of all the voting stack of a
corporation or more than fifty (50%) percent of the legal and equitable interests in any other type of business entity.
(g) “Fee Mortgagee”: Any holder of a loan secured by a mortgage on, or deed of trust with respect to, Lessor’s fee
simple interest in the Building and/or the Premises or any part thereof, now or hereafter existing.
(h) “Fixed Rent”: The annual rent described in Section 5 of this Lease.
(i) “Governmental Entity”: Any federal, state, county, village, township or local government or quasi-government
agency, department, office, board or bureau having jurisdiction over the Premises or any portion thereof.
(j) “Initial Term”: A period commencing on the Commencement Date and ending on the 30th day of June, 2006.
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(k) “Laws”: All laws, statutes, ordinances, rules, regulations, orders, restrictions and other requirements of any
Governmental Entities, present or future, having jurisdiction over or affecting the Premises or the terms and conditions of this
Lease, including, (without limitation), the Americans with Disabilities Act, as the same may be amended from time to time.
(l) “Lease Year”:
(i) The twelve (12) month period commencing on the Commencement Date; and
(ii) Each twelve (12) month period commencing on each anniversary of the Commencement Date.
(m) “Lessee’s Personalty”: Those items of Lessee’s personal property now or hereafter situated at the Premises and
more particularly described in Section 19 below.
(n) “permits”: All licenses, permits and other written authorizations necessary to permit the construction, development,
ownership, use and occupancy of the Premises in full compliance with the Laws.
(o) “Person”: A natural person, a partnership, a corporation or any other form of business or legal association or entity.
(p) “Premises”: The Building and the real property upon which the Building is situated, together with any other
improvements constructed thereon, which real property is more particularly described in Exhibit A attached hereto and made a
part hereof.
(q) “Real Estate Taxes”: All taxes, assessments, water and sewer rents, and other charges levied upon the ownership of
the Premises by any public or quasi-public authority having jurisdiction. Subject to Section 6.5 below, Real Estate Taxes shall not
include any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax, or capital levy or taxes,
license fees or other charges on the Rent received by Lessor.
(r) “Renewal Option”: Lessee’s option to lease the Premises for the Renewal Terms, as described in Section 23 below.
(s) “Renewal Term”: Two (2) further consecutive terms of five (5) years each following the Initial Term in the event that
Lessee shall exercise either or both Renewal Options.
(t) “Rent”: The Fixed Rent and the Additional Rent together.
Certain other words and phrases are defined elsewhere in this Lease, and are indicated by the use of initial capital letters.
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2. PREMISES.
2.1. In consideration of the Rent hereby reserved and the covenants herein contained and on the part of Lessee to be paid,
performed and observed, and expressly subject to the provisions of Section 2.5 below, Lessor does hereby demise and lease unto
Lessee, and Lessee hereby hires from Lessor, the Premises, for the Initial Term, unless sooner terminated pursuant to any
provision of this Lease or pursuant to law.
2.2. It is agreed, stipulated and understood that subject to Section 2.3 below, Lessee hereby accepts the Premises absolutely
and irrevocably in an “as is” and “with all faults” condition, and Lessee hereby expressly warrants and stipulates that except as
may be hereinafter set out, neither Lessor, nor any agent or employee of Lessor has made any representation or warranty of any
description whatsoever with respect to the Premises or any matters or circumstances related to or affecting the same.
2.3. After the Commencement Date, Lessee shall, at Lessee’s sole cost and expense, (except as specified below) perform and
complete in a good and workmanlike manner, the fit up work necessary to adapt the Premises to Tenant’s use as depicted in
certain plans to be prepared for Lessee by Stephen Griss, Architect (the “Lessee’s Work”). All of Lessee’s Work shall be
performed at Lessee’s sole cost and expense but Lessor shall provide an allowance of a maximum of up to $100,000.00 (“Lessor’s
Allowance”) toward the cost of renovations to the facility prior to occupancy.
3. USE AND COMPLIANCE.
3.1. Lessee may use the Premises for general office use. Lessee shall not permit, allow or cause any obnoxious, disturbing or
offensive odors, fumes, gas, noise, or any smoke, dust, steam or vapors, or allow excessive sound or vibration, to originate in or
to be emitted from the Building and Lessee shall not use the Premises in any other manner which has the effect of causing a
nuisance to other occupants of the business park in which the Premises are situated (the “Park”) or which would materially detract
from the value or character of the Premises or the Park.
3.2. Lessor shall, at Lessor’s sole cost and expense, be responsible for ensuring that the Building and the Premises are as of
the Commencement Date and at all times thereafter during the Initial Term and the Renewal Term (if appropriate) in full compliance
with all Laws, provided that Lessor shall not be responsible for the following, which shall be the responsibility of Lessee, at
Lessee’s sole cost and expense:
(a) ensuring that the Premises and the Building remain in compliance with all Laws where the need for such compliance
arises as a result of Lessee’s particular use of the Premises, whether or not such use shall be herein permitted;
(b) ensuring that all Alterations (as hereinafter defined) and all Lessee’s Work (insofar as may be appropriate) are in
compliance with all applicable Laws;
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(c) ensuring that the roof of the Building remains in compliance with all applicable Laws, provided that Lessor hereby
represents and warrants that as of the Commencement Date (or upon the completion of the roof, if later) the roof shall be in
compliance with all applicable Laws; and
(d) ensuring that all interior structural walls or any other such item for which Lessee is responsible pursuant to the
provision of Section 9.2 below remain in compliance with all applicable Laws.
Notwithstanding any of the foregoing, it is agreed and understood that nothing contained in this Section 3.2 shall modify in any
way whatever the respective obligations of Lessor and Lessee with respect to repair and maintenance of the Premises pursuant to
the provisions of Section 9 below.
4. ENVIRONMENTAL PROVISIONS.
4.1. Without prejudice to the generality of Section 3 above, it is agreed and understood that Lessee shall comply with any
and all present and future environmental laws, ordinances, rules, codes, regulations and standards applicable to the Premises and
the business conducted therein by Lessee. In particular (but without limitation) Lessee shall obtain and maintain any and all
permits, licenses, certificates or other authorizations now or hereafter necessary, lawful and/or proper in order to conduct such
business. Copies of all such permits, licenses, certificates and authorizations shall be delivered to Lessor at or prior to the
execution of this Lease, and Lessor shall be supplied with copies of all renewals thereof.
(a) The term “Hazardous Substances” as used in this Lease, shall include, without limitation, flammables, explosives,
radioactive materials, asbestos, polychlorinated biphenyls (PCB’s), chemicals known to cause cancer or reproductive toxicity,
pollutants, contaminants, hazardous waste, toxic substances or related materials, petroleum and petroleum products, and
substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted or promulgated by any
Governmental Entity.
(b) Lessee shall not cause or permit to occur:
(i) Any violation of any Laws, related to environmental conditions on, under, or about the Premises arising from
Lessee’s use or occupancy of the Premises, including, but not limited to, soil and ground water conditions; or
(ii) Any violation of any Laws, related to the use, generation, release, manufacture, refining, production,
processing, storage or disposal of any Hazardous Substance on, under, or about the Premises, or the transportation to
or from the Premises of any Hazardous Substance, arising from Lessee’s use or occupancy of the Premises.
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(c) Lessee, at Lessee’s sole cast and expense, shall comply with all Laws regulating the use, generation, storage,
transportation or disposal of Hazardous Substances and Lessee shall, at Lessee’s own expense, make all submissions to, provide
all information required by, and comply with all requirements of all Governmental Entities under any and all such environmental
Laws.
(d) Should any Governmental Entity or other competent body demand that a cleanup plan be prepared and that a
cleanup be undertaken because of any deposit, spill, discharge or other release of Hazardous Substances occurring during the
term of this Lease, at or from the Premises which arises at any time from Lessee’s use of occupancy of the Premises, then Lessee
shall, at Lessee’s own expense, prepare and submit the required plans and all related bonds and other financial assurances, and
Lessee shall carry out all such cleanup plans.
(e) At any time during the Initial Term or the Renewal Terms (as appropriate) Lessee shall, if so requested by Lessor,
within thirty (30) days of such written request or immediately after such request if in Lessor’s opinion an emergency exists,
provide all requested information, in writing, regarding the generation, use, storage, release, discharge, spillage, loss, seepage or
emanation of any Hazardous Substances from or on the Premises. Further, upon five (5) days written notice to Lessee (except in
case of emergency where no notice shall be required) Lessor may enter onto the Premises and cause to be conducted and
completed, by engineers, consultants, and others selected by Lessor, such investigations, studies, sampling and testing of the
condition of the Premises as Lessor in its sole discretion shall deem appropriate. Lessee agrees to cooperate with Lessor, and all
persons retained by Lessor to conduct such investigations and to provide them with all requested access to the Premises. In the
event that such investigation reveals the presence of any Hazardous Substances in contravention of any environmental Laws,
arising out of Lessee’s use or occupancy of the Premises, Lessor shall have the option of terminating this Lease, unless the same
are removed and disposed of in compliance with all applicable environmental Laws within ninety (90) days of Lessee receiving
notice thereof. If Lessor elects not to terminate this Lease, Lessee at Lessee’s sole cost and expense, shall immediately take all
actions necessary to comply with any such environmental Laws. No such investigation, termination or other action by Lessor and
no attempts by Lessor to mitigate damages shall constitute a waiver of any of Lessee’s obligations hereunder. Notwithstanding
the foregoing, Lessor may request such information and enter upon the Premises no more often than twice in any Lease Year,
unless Lessor has reasonable grounds to believe that Hazardous Substances are present thereat, in contravention of such
environmental Laws.
(f) Lessee agrees to indemnify, hold harmless and reimburse Lessor and Lessor’s officers, directors, beneficiaries,
judgments, fines, penalties, liabilities (joint or several), costs and expenses (including, without limitation, fees and expenses of
legal counsel for Lessor, consultant fees and expenses of investigation and laboratory costs) to which Lessor may be subjected,
or which Lessor may pay, incur or sustain, in consequence of (i) any presence, discharge, spillage, uncontrolled loss, seepage,
emanation or filtration of any Hazardous Substances upon or from the Premises occurring hereafter or directly or indirectly caused
by events or actions occurring during the Initial Term and (if appropriate) the Renewal Term arising from Lessee’s use or
occupancy of the Premises; (ii) the violation, by Lessee of any environmental Laws; (iii) any personal injury (including wrongful
death) or damage to property (whether real or personal) caused, directly or indirectly, by an occurrence described in (1) or
(ii) above; and (iv) any breach of any representation or warranty contained in this Section 4.2.
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(g) Lessor agrees to indemnify, hold harmless and reimburse Lessee and Lessee’s officers, directors, beneficiaries,
judgments, fines, penalties, liabilities (joint or several) costs and expenses (including, without limitation, fees and expenses, of
legal counsel for Lessee, consultant fees and expenses of investigation and laboratory costs) to which Lessee may be subjected,
or which Lessee may pay, incur or sustain, in consequence of any presence, discharge, spillage, uncontrolled loss, seepage,
emanation or filtration of any Hazardous Substances at the Premises which occurs as a result of the willfulness or negligence of
Lessor or of Lessor’s agents or employees, or which occurred at any time prior to Lessee’s use or occupancy of the Premises.
5. FIXED RENT.
5.1. During the Initial Term, commencing November 15, 2000, Lessee shall pay as Fixed Rent, by way of checks made out to
the order of Lessor (or as Lessor shall direct) and mailed to Lessor at Lessor’s above-referenced office address (or to such person
or address as may otherwise from time to time be directed by Lessor in writing) the annual sum of TWO HUNDRED ELEVEN
THOUSAND TWO HUNDRED SEVENTY FIVE AND 00/100 ($211,275.00) DOLLARS, payable in advance on the first Business
Day of each month, in equal monthly installments of SEVENTEEN THOUSAND SIX HUNDRED SIX AND 25/100 ($17,606.25)
DOLLARS prorated for any partial month during the Initial Term.
5.2. In the event that Lessee shall exercise the first Renewal Option pursuant to Section 23 below, then during the first
Renewal Terra commencing July 1, 2006, Lessee shall pay as Fixed Rent, by way of checks made out to the order of Lessor (or as
Lessor shall direct) and mailed to Lessor at Lessor’s above-referenced office address (or to such person or address as may
otherwise from time to time be directed by Lessor in writing) the annual sum of TWO HUNDRED SEVENTEEN THOUSAND SIX
HUNDRED-THIRTEEN AND 25/100 ($217,613.25) DOLLARS, payable in advance on the first Business Day of each month, in
equal monthly installments of EIGHTEEN THOUSAND ONE HUNDRED-THIRTY FOUR AND 44/100 ($18,134.44) DOLLARS.
5.3. In the event that Lessee shall exercise the second Renewal Option pursuant to Section 23 below, then during the second
Renewal Term commencing July 1, 2011, Lessee shall pay as Fixed Rent, by way of checks made out to the order of Lessor (or as
Lessor shall direct) and mailed to Lessor at Lessor’s above-referenced office address (or to such person or address as may
otherwise from time to time be directed by Lessor in writing) the annual sum of TWO HUNDRED TWENTY-FOUR THOUSAND
ONE HUNDRED FORTY-ONE AND 65/100 ($224,141.65.00) DOLLARS, payable in advance on the first Business Day of each
month, in equal monthly installments of EIGHTEEN THOUSAND SIX HUNDRED SEVENTY-EIGHT AND 47/100 ($18,678.47)
DOLLARS.
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6. REAL ESTATE TAXES.
6.1. Lessee shall be responsible for the payment of all Real Estate Taxes and from and after the Commencement Date, Lessee,
following receipt from Lessor of Real Estate Tax bill(s) with respect to the Premises, shall promptly pay the same directly to the
appropriate Governmental Entity, as Additional Rent hereunder. Appropriate apportionments shall be made as of the
Commencement Date, and on the termination of the Initial Term (or upon the termination of the Renewal Term, if appropriate)
between Real Estate Taxes payable by Lessee hereunder, and Real Estate Taxes payable by Lessor.
6.2. Notwithstanding anything contained in Section 6.1 above, it is agreed and understood that in lieu of paying Real Estate
Taxes directly, Lessee will make a monthly escrow payment to Lessor with respect to Real Estate Taxes, in the event that such an
escrow is required of Lessor by any Fee Mortgagee, such monthly escrow payment to be in the amount required by any such Fee
Mortgagee (but not to exceed one-twelfth (1/12th) of the estimated Real Estate Taxes, plus any initial payment required in order to
fund such escrow), provided however, that in such event, Lessor shall maintain such tax escrow payments in an interest bearing
account, and all interest earned shall be accounted for and paid to Lessee on a quarterly basis. It is agreed and understood that
Lessor shall use all reasonable efforts to resist the imposition of any such tax escrow by any existing or future Fee Mortgagee.
6.3. Lessee shall also pay:
(a) All taxes which may be levied, imposed or assessed against Lessee’s Personalty and/or any leasehold improvements
made by or on behalf of Lessee following the Commencement Date, Lessee’s leasehold interest, Lessee’s right to occupy the
Building and/or the Premises and any other taxes incident to the operation of Lessee’s business therein; and
(b) Any business license fees required for the operation of Lessee’s business.
6.4. Provided that Lessee shall pay seventy-five (75%) percent of the amount of any Real Estate Taxes which Lessee
proposes to dispute, or such other percentage as may from time to time be required pursuant to the provisions of C.G.S.
Section 12-53(d) or any successor thereto, Lessee may contest the validity or amount (including the assessed valuation of the
Premises) of any Real Estate Taxes payable by Lessee hereunder. In the event of any such contest, the payment of the remaining
part of the Real Estate Taxes may be deferred during the pendency of the same, provided the same is diligently prosecuted, and
Lessor agrees, without cost or expense to Lessor, to join such contest and provide reasonable assistance to Lessee upon
Lessee’s request, provided that Lessee shall be entitled to receive the full amount of any refund applicable to any period of
occupancy by Lessee. Nothing herein contained, however, shall be construed so as to allow such items to remain unpaid for such
length of time as would permit the Premises, or any part thereof, to be sold by any Governmental Entity for non-payment of Real
Estate Taxes. Within thirty (30) days after the due and payable amount of the contested Real Estate Taxes is determined by a final,
unappealable judgment, Lessee shall pay the amount so determined, together with any penalties, interest and expenses payable
therewith.
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6.5. In the event that at any time during the Initial Term, or any Renewal Term (if appropriate) the present method of taxation
or assessment shall be so changed that the whole or any part of the taxes, assessments, levies, impositions or charges now levied,
assessed or imposed on real estate and the improvements thereon shall be discontinued and as a substitute therefor, or in lieu
thereof, or as an addition thereto, taxes, assessments, levies, impositions or charges shall be levied, assessed and/or imposed
wholly or partially as a capital levy or otherwise upon the rents received from such real estate and the improvements thereon, then
such substitute or additional taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed,
shall be payable by Lessee, as if the same were expressly defined as the Real Estate Taxes hereunder.
7. INSURANCE AND INDEMNITY.
7.1. Throughout the Initial Term and the Renewal Terms (if appropriate) Lessee shall, at Lessee’s sole cost and expense,
maintain or cause to be maintained such insurance coverages as Lessor from time to time shall reasonably request and which are
generally consistent with insurance coverages required of other tenants in similar buildings and businesses in the Danbury area,
and initially Lessee shall maintain the following coverages in the following amounts (the “Required Insurance”):
(a) “All Risk” insurance coverage, on a full replacement cost basis, covering the Building and all other buildings,
improvements (including any plate glass) and fixtures now or hereafter constituting part of the Premises (but not including any
improvements made by Lessee) other than the Lessee’s Work written in favor of Lessor and all Fee Mortgagees of which Lessee
has notice, as their interests may appear, with Lessor named as loss payee;
(b) Commercial general liability insurance (broad form) with respect to the Premises and the conduct and operation of
business thereat, on an “occurrence coverage” basis with Lessor and all Fee Mortgagees of which Lessee has notice, named as
additional insureds, with limits of not less than FOUR MILLION AND 00/100 ($4,000,000.00) DOLLARS combined single limit for
any one occurrence of bodily injury, personal injury or death to any number of persons and for property damage, which coverage
may be placed in any combination of primary and umbrella and/or excess policies;
(c) Fire and extended coverage insurance with respect to any Alterations made by Lessee, Lessee’s Personalty and any
such other items belonging to and situated in the Building, in amounts equal to the full replacement value thereof, naming Lessee
as the sole loss payee;
(d) Any other insurance required for compliance with any applicable Laws.
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7.2. Lessee shall deliver to Lessor binders or certificates evidencing the required insurance at least ten (10) Business Days
prior to the Commencement Date. Lessee shall procure and pay for renewals of the required insurance before the expiration
thereof, and Lessee shall deliver to Lessor binders or certificates evidencing such renewal within thirty (30) days of the expiration
of any existing policy. All such policies shall be issued by companies approved by Lessor (which approval shall not be
unreasonably withheld or delayed) and licensed to do business in the State of Connecticut, and shall contain a provision whereby
the same cannot be changed, cancelled or not renewed (including, without limitation, for nonpayment of premium) unless Lessor
and all Fee Mortgagees of which Lessee has notice, are given at least thirty (30) days’ prior written notice of such change,
cancellation or non-renewal. All such policies shall be written on an “occurrence coverage” basis.
7.3. Lessee hereby covenants and agrees, to indemnify and hold harmless Lessor and all Fee Mortgagees from and against
any and all loss, cost, liability and/or expense (including attorneys fees) that may arise from the date hereof up to the termination
of this Lease, howsoever and whensoever determined; on account of or arising out of negligent or intentional act or omission of
Lessee or of Lessee’s agents, contractors, servants, employees or invitees on or about the Premises.
8. LESSOR’S RIGHT OF ENTRY.
8.1. Lessor, all Fee Mortgagees, and their respective agents and representatives, at all reasonable times and upon written
notice in advance (except in, cases of emergency) may enter the Premises for the purpose of (i) inspection thereof; (ii) making
such repairs, replacements, alterations or additions to the Premises as Lessor may be required or permitted to carry out under this
Lease; (iii) exhibiting the Premises to prospective lenders and purchasers; or (iv) exhibiting the Premises to prospective tenants,
purchasers or other persons within the last ninety (90) days of the Initial Term or the last exercised Renewal Term (if appropriate)
in each case without imposing any extra obligation or obligations upon Lessor, provided that Lessor shall be accompanied by an
agent of Lessee at all times (except in cases of emergency), and shall not damage the Premises or unreasonably interfere with the
Lessee’s use and enjoyment of the Premises.
9. REPAIRS AND MAINTENANCE.
9.1. From and after the Commencement Date, Lessor, at Lessor’s sole cost and expense, shall repair, maintain and keep in
good condition the footing, foundations and structural walls of the Building, but not including the roof of the Building and further
excepting any structural repairs or maintenance required as a result of the negligence of Lessee, or of Lessee’s agents,
contractors, servants, employees or invitees on or about the Premises, or which otherwise arises as a result of Lessee’s use of the
Premises whether or not permitted hereunder.
9.2. From and after the Commencement Date, Lessee, at Lessee’s sole cost and expense, shall repair, maintain and keep in
good condition the roof of the Building and the roof structure following completion of the same by Lessor (subject to Lessor’s
responsibilities contained in Section 9.1 above) and the interior of the Building which shall include all systems and equipment
within the Building including (but not limited to) repair and maintenance of all elevators, HVAC systems, boilers, mechanical
systems, electrical systems, sprinklers, security systems, plumbing systems and associated equipment within the Building, and
Lessee shall also be responsible for any repairs or maintenance which would otherwise be the responsibility of Lessor pursuant to
Section 9.1 above, but the need for which arises as a result of Lessee’s activities as therein more particularly described.
Notwithstanding the foregoing, Lessee shall not be responsible for any such repairs and maintenance, the need for which arises
as a result of the negligence of Lessor or of Lessor’s agents, contractors, servants, employees or invitees.
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9.3. Lessee shall at all times keep the hallways and entrances to the Building free and clear of debris, and shall also provide
for interior janitorial service (including carpet maintenance), interior painting (and re-painting, where necessary), replacement of
lighting ballasts and bulbs, and interior and exterior window cleaning.
9.4. Lessee shall, at Lessee’s sole cost and expense, repair and maintain, in a manner consistent with comparable first-class
office space in Fairfield County, Connecticut, the parking area, access roads, sidewalks, lawns and planting areas at the Premises,
which maintenance shall include (as necessary, desirable and/or appropriate) the mowing, landscaping, plowing, sanding and
sweeping thereof. With respect to the access roads that do not form a part of the Premises but are within the Park, Lessor shall
maintain the same in a manner consistent with that of comparable business parks, including paving, sanding and plowing the
same, and Lessee shall pay Lessee’s pro rata share of the cost thereof to Lessor, as reasonably determined by Lessor.
9.5. Lessee shall not permit, allow or cause any act or deed to be performed or any practice to be adopted or followed on the
Premises and/or within the Building which shall cause or be likely to cause injury or damage to any person or to the Premises or to
any part thereof. Lessee at all times shall keep the Premises and the Building in a neat and orderly condition and clean and free
from rubbish, dirt and other miscellaneous items. Lessee shall make provision for adequate refuse containers to be placed upon
the Premises in areas to be designated by Lessor and shall cause the same to be emptied periodically. Lessee shall deposit all
refuse in such containers and shall keep the area around the same reasonably neat and attractive.
10. ALTERATIONS.
10.1. Lessee shall not, without first obtaining Lessor’s written consent, make or perform, or permit the making or performance
of, any alterations, installations, improvements, additions and/or other physical changes in, to or upon the Building, interior or
exterior, or the Premises or any portion thereof (“Alterations”), provided, however, that minor items of repair, adjustment and
decoration not exceeding a cost of $30,000.00 for any one project (soft costs and hard costs together) shall not be deemed
“Alterations” for the purposes of this Lease, but only if such minor items of repair are strictly non-structural in nature.
10.2. Notwithstanding the obtaining of Lessor’s consent to any Alterations, all Alterations shall be made and performed at
Lessee’s sole cost and expense. Further, it is agreed, stipulated and understood (i) that together with Lessee’s request for
Lessor’s consent to any Alterations, Lessee shall submit to Lessor detailed plans and specifications and such other information
with respect to the proposed Alterations as Lessor shall reasonably request, (ii) that Powers Construction Company shall be
provided with reasonable opportunity to bid with respect to carrying out of any Alterations, and (iii) that if the Alterations are not
to be carried out by lowers Construction Company, then Lessee shall deliver notice to Lessor of the name and address of the
proposed contractor, and if Lessor objects to such contractor carrying out Alterations to the Premises and can show reasonable
grounds for such objection then Lessee shall not employ such contractor to carry out the Alterations in question.
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10.3. Prior to the commencement of any proposed Alterations, Lessee shall furnish to Lessor duplicate original policies of (or
Certificates of Insurance evidencing) worker’s compensation insurance covering all persons employed by Lessee in connection
with such Alterations, including those to be employed by all contractors and subcontractors and such policies shall be issued by
companies, and shall be in form and amounts, reasonably satisfactory to Lessor and shall be maintained by Lessee or by the
applicable contractors or subcontractors, as the case may be, until the completion of such Alterations. Lessee shall also furnish
partial waivers of mechanics liens for all work performed and paid for in connection with such Alterations, and copies of all
necessary Permits.
10.4. In the event that any mechanics or other lien or any notice of intention to file a lien is filed against the Premises in
connection with any Alterations, Lessee shall promptly cause the same to be discharged of record by payment, bond, order of a
court of competent jurisdiction or any other method permitted by law, and in any event, within sixty (60) days after receiving
notice of the same. Lessee shall indemnify and save Lessor harmless from and against all costs, liabilities, suits, penalties, claims,
and demands (including reasonable counsel fee and disbursements) in connection with the commencement and prosecution of
the foreclosure of any such mechanics or other lien. If Lessee shall fail to comply with the foregoing provisions, Lessor shall have
the option (but not the obligation) of paying and discharging or bonding any such lien, the cost thereof to be payable by Lessee
to Lessor within ten (10) days of receiving a bill therefor, as Additional Rent hereunder.
10.5. Notwithstanding Lessor’s approval of plans and specifications for any Alterations, all Alterations shall be made and
performed in full compliance with all applicable Laws then in effect and all necessary Permits, and all materials and equipment to
be incorporated in the Building as a result of any Alterations shall be of a quality consistent with that existing at the date thereof.
Lessor shall jointly sign any application made by Lessee for any building permit whether or not the work in question requires
Lessor’s consent hereunder.
10.6. Approval by Lessor of any plans, specifications or selection of materials by Lessee in connection with any Alterations
shall not constitute an assumption of any responsibility by Lessor of any kind, including (but not limited to) as to their accuracy
or sufficiency. Lessee shall be solely responsible for such plans, specifications and the selection of materials. Lessee covenants
and agrees to indemnify Lessor and hold Lessor harmless against and from any and all claims, costs, suits, damages and liability
whatsoever arising out of or as a result of any Alterations performed by Lessee or by Lessee’s contractors, subcontractors,
agents or employees, including reasonable attorneys fees for the defense thereof.
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10.7. All Alterations and any replacements therefor, whether temporary or permanent in character, which are made by Lessee
pursuant to the provisions of this Section 10 (unless the same shall constitute Lessee’s Personalty pursuant to the provisions of
Section 19.1 below) shall be the property of Lessor immediately upon the installation of the same and shall remain upon and be
surrendered with the Premises as a part thereof at the expiration of the Initial Term or, if appropriate, the Renewal Term, without
compensation to Lessee. Notwithstanding the foregoing, at the expiration of the Initial Tern or Renewal Term (as appropriate)
Lessor shall have the option to require Lessee, at Lessee’s sole cost and expense, to restore the Premises to their condition prior
to the carrying out of such Alterations, ordinary wear and tear excepted, provided that it is agreed and understood that this
option of Lessor shall not apply to Lessee’s Initial Work or Lessee’s Additional Work, and provided further that Lessor shall only
be permitted to require such restoration in the event that Lessor made such a requirement an express condition of Lessor’s
consent and such Alterations at the time such consent was granted.
11. DAMAGE AND DESTRUCTION.
11.1. In the event that the Building is damaged or destroyed by fire or other casualty so that (i) more than one half (1/2) of the
rentable square feet of the Building is rendered untenantable, or (ii) Lessee reasonably determines that the undamaged portion of
the Building is not reasonably adequate for the conduct of Lessee’s normal business operations, then Lessor or Lessee may elect
to terminate this Lease by written notice to the other, given within sixty (60) days after the date of such damage or destruction.
Any notice given hereunder shall specify a date for the expiration of this Lease, upon which date the initial Term of the Renewal
Term (as appropriate) shall expire and Lessee shall quit, surrender and vacate the Premises, and this Lease shall thereupon be
rendered void and of no further effect, provided however that such expiration shall be without prejudice to all rights,. duties and
obligations arising under this Lease prior thereto, so that all Rent as equitably adjusted, shall be paid up to the date of expiration,
and any Rent paid by Lessee on account of any period subsequent to such date, shall be promptly returned by Lessor to Lessee.
All insurance proceeds shall be the sole and absolute property of Lessor.
11.2. In the event that neither Lessor nor Lessee shall terminate this Lease pursuant to Section 11.1 above following any
such damage or destruction, or in the event that less than one half (1/2) of the rentable square feet of the Building is rendered
untenantable, then as promptly as possible, but in any event within one hundred twenty (120) days of the date on which Lessor
obtains the insurance proceeds attributable thereto (the “Restoration Commencement Date”), Lessor shall repair and restore the
Building to the condition the same was in at the date hereof (or as near as possible thereto) provided that all such repair and
restoration shall be subject to the receipt by Lessor of sufficient insurance proceeds, it being hereby agreed and understood that
Lessor shall not have any obligation to use any monies other than said insurance proceeds for the purpose of such repair and
restoration. It is further agreed and understood that Lessor shall not be responsible for repair or restoration of any Alterations
made by Lessee or responsible for the replacement of Lessee’s Personalty. In the event that any such repair or restoration is not
completed within one hundred twenty (120) days from the Restoration Commencement Date then subject to any force majeure
preventing the same, Lessee may elect to terminate this Lease in the manner set out in Section 11.1 above. During any such repair
and restoration, until the same shall have been substantially completed, the Rent payable hereunder shall be prorated, according
to that proportion of the Building which remains usable by Lessee for the conduct of Lessee’s normal business operations.
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12. SIGNS.
12.1. Lessee shall have the right, at Lessee’s sole cost, to erect, install, display and maintain in or upon the Premises, both
exterior and interior signs and lettering, provided that the design and location of the same shall be subject to the reasonable
approval of Lessor, to be granted or denied within thirty (30) days of submission thereof to Lessor. Lessee’s current sign and
lettering are hereby expressly approved by Lessor.
13. UTILITIES.
13.1. Lessee shall procure for Lessee’s own account and shall pay the cost for the use of all gas, electric, telephone, heat, air
conditioning, sewer, water and other utilities consumed in or at the Premises by Lessee during the Initial Term and the Renewal
Terms. It is agreed and understood that Lessor shall not be responsible for any interruption in service with respect to any of the
foregoing, unless caused by the willfulness or gross negligence of Lessor.
14. EMINENT DOMAIN.
14.1. Lessor and Lessee agree that should all or substantially all (meaning ninety (90%) percent or more) of the Building
and/or the Premises be taken (which term when used herein shall include any conveyance made in avoidance or settlement of
condemnation or eminent domain proceedings) by any Governmental Entity whether by eminent domain or condemnation
proceeds (a “Taking”) then this Lease shall cease and terminate as at the date of the Taking, and the Rent shall be paid up to such
date, and thereafter this Lease shall be null and void and of no further effect.
14.2. Lessor and Lessee agree that in the event of a partial taking (a “Partial Taking”) of the Premises which does not
constitute a Taking under Section 14.1 above, where at least sixty (60%) percent o(pound) the Premises (which shall include at
least fifty (50%) percent of the Building) can be used (practicably and legally) by Lessee for the same purposes as prior to the
Partial Taking, this Lease shall continue in effect as to that part of the Premises remaining after such Partial Taking. In the event of
a Partial Taking which does not fulfil the foregoing criteria, then either party may, upon notice to the other, delivered no later than
sixty (60) days after the date on which Lessee shall have received notice of such Partial Taking, terminate this Lease, as of the
date of such Partial Taking.
14.3. In the event of a Partial Taking which does not result in the termination of this lease (for whatever reason) the amount
of Rent payable during the remainder of the Initial Term, or, if appropriate, the Renewal Term, shall be prorated according to the
square footage of the Building still usable by Lessee, and Lessor shall, at Lessor’s expense (but only to the extent of the net
award or other compensation available to Lessor for the improvements taken or conveyed, after deducting all expense in
connection with obtaining the same) make all necessary alterations (subject to applicable Laws) so as to constitute the remaining
portion of the Building a complete architectural unit, consistent with the quality and character of the same at the date hereof,
provided that Lessor shall have no obligations with respect to any Alterations carried out by Lessee, which shall be restored by
Lessee, at Lessee’s expense.
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14.4. All awards and compensation for any Taking or Partial Taking shall be the property of Lessor, and Lessee hereby
assigns to Lessor all of Lessee’s right, title and interest in and to any and all such awards and compensation, including, without
limitation, any award or compensation for the value of the unexpired portion of the Initial Term or the Renewal Term (as
appropriate). Notwithstanding the foregoing, Lessee shall be entitled to claim, prove and receive in the condemnation proceeding,
such award or compensation as may be allowed for Lessee’s trade fixtures and for the unamortized cost (if any) of Lessee’s
Personalty and for loss of business, goodwill, moving expenses, depreciation or injury to and cost of removal of stock in trade
and for the unamortized cost of any Alterations made by Lessee, provided the same does not reduce any award to or claim of
Lessor.
14.5. Lessor shall deliver to Lessee prompt notice of any proposed Taking or Partial Taking.
15. ASSIGNMENT AND SUBLETTING.
15.1. Lessee shall not be permitted to assign Lessee’s interest under this Lease or any part thereof, provided, however, that a
transfer of (i) a controlling interest of the capital stock of Lessee or (ii) all or substantially all of the assets of Lessee located at the
Premises to a person or entity having a consolidated net worth in excess of $4,000,000.00, shall not be considered an
“assignment” for the purposes of this Section 15.1 and shall not require Lessor’s consent. Lessee shall not be permitted to
mortgage or otherwise encumber Lessee’s interest in the Premises, or any part thereof, without the prior written consent of
Lessor, which consent shall not be unreasonably conditioned, withheld or delayed. Lessee may not sublet all or any part or parts
of the Premises without the prior written consent of Lessor. If Lessee shall desire to sublet, Lessee shall first submit in writing to
Lessor a notice setting forth in reasonable detail:
(a) The identity and the address of the proposed subtenant (a “Proposed Subtenant”);
(b) The nature and character of the business of the Proposed Subtenant and the proposed use of the Premises by the
Proposed Subtenant;
(c) Banking, financial and other credit information relating to the Proposed Subtenant, reasonably sufficient to enable
Lessor to determine the Proposed Subtenant’s financial responsibilities; and
(d) The effective date of the proposed subletting.
Lessor shall only be able to take the foregoing factors into account for the purpose of granting or withholding consent to
proposed subletting, and Lessor may not take into account the financial terms contained in any agreement made between Lessee
and a Proposed Subtenant with respect to any proposed subletting. In the event that Lessor shall fail to respond to a proposed
subletting within twenty (20) days of notice by Lessee, Lessor shall be deemed to have approved the same.
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15.2. Notwithstanding the provisions of Section 15.1 above, it is agreed and understood that upon prior notification to
Lessor, Lessee may sublet all or any part of the Premises to any Affiliate.
15.3. It is agreed and understood that following any assignment or subletting, whether or not permitted hereunder, Lessee
shall remain liable for the due performance of all of Lessee’s obligations hereunder.
16. LESSEE’S DEFAULT, REMEDIES.
16.1. The happening of either one of the following events (an “Event of Default”), shall constitute a breach of this Lease on
the part of Lessee:
(a) The failure of Lessee to pay any Rent due hereunder and the continued failure to pay the same for seven (7) days or
more after the due date thereof; and
(b) Default by Lessee in the performance of any non-monetary obligation hereunder, and the continuance of such
default for thirty (30) days after Lessor shall have given Lessee a notice specifying the nature of the same, provided, however,
that if the curing of any such default cannot reasonably be completed within such thirty (30) day period, no Event of Default shall
be deemed to have occurred if Lessee promptly commences to cure and correct such default and thereafter cures the same within
a reasonable time, taking into account all relevant circumstances.
16.2. Upon the happening of any Event of Default (a) Lessor, if Lessor shall so elect, may collect such installment of Rent
hereunder as and when the same becomes due, or (b) Lessor or any other person by Lessor’s order may re-enter the Premises
without process of law and may either elect to terminate this Lease, or not to terminate this Lease but terminate Lessee’s right to
possession and occupancy, and relet the Premises, or part or parts thereof, to any person, firm or corporation, as the agent of
Lessee, for whatever rent Lessor shall obtain, applying the monies obtained from such re-letting first to the payment of such
reasonable expenses as Lessor may incur in the re-entering and re-letting of the Premises, or part or parts thereof, including (but
not limited to) all necessary repair work, repossession costs, brokerage commissions, legal expenses, attorneys fees and the
collection of rent therefrom, and then to the payment of the Rent due hereunder and the fulfillment of all other covenants of
Lessee. In the event of a surplus, Lessor shall pay such surplus monies to Lessee. In the case of a deficiency, Lessee shall pay to
Lessor an amount equal to such deficiency each month, upon demand therefor.
16.3. After an Event of Default, the acceptance of Rent or failure to re-enter by Lessor shall not be held to be a waiver of
Lessor’s right to terminate this Lease, and Lessor may re-enter and take possession of the Premises as if no Rent had been
accepted after an Event of Default. All of the remedies given to Lessor in this Lease pursuant to an Event of Default by Lessor are
in addition to all other rights or remedies to which Lessor may be entitled at law or in equity. All remedies shall be deemed
cumulative and the election of one shall not be deemed a waiver of any other or further rights or remedies.
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16.4. Notwithstanding any of the foregoing, it is agreed and understood that Lessor shall use commercially reasonable
efforts to re-let the Premises to one or more tenants upon vacation thereof by Lessee, following an Event of Default, in order to
mitigate damages. Any such re-letting shall be on commercially reasonable terms and conditions, but Lessor shall have full right
and authority to offer such rent-free periods or other such inducements as Lessor may reasonably consider necessary or
desirable.
16.5. Without prejudice to any of Lessor’s rights and remedies following an Event of Default, as herein contained, or at law,
in the event that Lessee shall neglect or fail to perform or observe any of the non-monetary covenants on the part of Lessee
herein contained, or if Lessee shall fail to continue to conclusion the action necessary to remedy such an Event of Default, with
diligence or dispatch, Lessor, at Lessor’s option may perform the same for the account of Lessee and all reasonable costs and
expenses paid by Lessor for such purpose shall be paid by Lessee within ten (10) Business Days after demand therefor by Lessor,
as Additional Rent hereunder.
16.6. In the event that any installment of Fixed Rent or any sum of Additional Rent due hereunder is not paid by Lessee to
Lessor upon the due date therefor (taking into account any applicable grace period herein provided for) then without prejudice to
any and all of Lessor’s rights and remedies following such default (whether herein contained or existing at law or in equity) it is
agreed, stipulated and understood that as Additional Rent hereunder, Lessee shall pay to Lessor a penalty in the amount of five
(5%) percent of the overdue amount, such sum to be payable together with the overdue Fixed Rent or Additional Rent in
question.
17. WAIVER OF SUMMARY PROCESS.
17.1. Whenever this Lease shall terminate, either by lapse of time or by virtue of any of the express stipulations herein,
Lessee waives any rights Lessee may have to the receipt of any notice to quit possession, pursuant to any relevant Laws, now or
hereafter existing.
18. HOLDING OVER.
18.1. In the event that Lessee shall (with or without the written consent of Lessor endorsed hereon or upon any duplicate
hereof) at any time holdover the Premises beyond the Initial Term, or, if appropriate, the Renewal Term, Lessee shall hold the
Premises upon the same terms and conditions and under the same stipulations and agreements as are in this Lease contained,
except that each monthly installment of rent payable shall be one hundred fifty (150%) percent of the amount payable by Lessee
immediately prior to any such holdover, and no holding over by Lessee shall operate to renew this Lease, or shall create any other
type of tenancy whatsoever.
19. LESSEE’S PERSONALTY.
19.1. All furniture, furnishings, trade fixtures, business machines, communications equipment, movable partitions, and any
other such property and equipment supplied and owned by Lessee (“Lessee’s Personalty”) and installed or used by Lessee at the
Premises (whether or not attached thereto) shall remain the property of Lessee, and shall promptly be removed upon the demand
of Lessor (or at Lessee’s election) upon the termination of the Initial Term or (if appropriate) the Renewal Term (howsoever
determined) and following such removal, Lessee shall repair any damage caused thereby, provided that “damage” shall not
include damages as a result of diminution in value resulting from such removal.
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20. NOTICE.
20.1. Any and all notices called for or required by any provision of this Lease shall be delivered to the respective parties by
certified mail, return receipt requested, at the following address:
(a) To Lessor:
c/o M&M Realty

Commerce Park
P.O. Box 581
With a copy to:
Michael G. Proctor, Esq.

Pullman & Comley
850 Main Street
P.O. Box 7006
Bridgeport, Connecticut 06601-7006
(b) To Lessee:

Attention: Daniel P. Sharkey
6 Commerce Drive
Such addresses may be changed by either party by notifying the other party in the above stipulated manner.
21. SECURITY DEPOSIT. There is no security deposit.
22. BROKERAGE.
22.1. Lessor and Lessee represent and warrant, each to the other, that they neither consulted nor negotiated with any broker
or finder with respect to the leasing of the Premises other than Ryer Associates and Melvyn J. Powers, who co-brokered this
transaction, and agree to indemnify and hold the other harmless from any damages, costs and expenses suffered by the other by
reason of any breach of the foregoing representation. Lessor shall have no liability for brokerage commissions arising out of any
sublease or assignments by Lessee, and Lessee shall and does hereby indemnify Lessor and holds Lessor harmless from any and
all liabilities for brokerage commissions arising out of any such sublease or assignment.
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23. RENEWAL TERMS.
23.1. Lessee shall have the option to lease the Premises during the first Renewal Term and during the second Renewal Term
in the event that Tenant shall have exercised the first Renewal Term, upon the following terms and conditions:
(a) That at the time of the exercise of the Renewal Option in question, Lessee shall not be in default in the performance
of any of the terms, covenants or conditions herein contained with respect to which notice of default has been given hereunder
(where required) and which has not been remedied within the applicable grace period;
(b) That the first Renewal Term shall be upon the same terms, covenants and conditions as this Lease, except with
respect to the amount of the Fixed Rent which shall be that set out in Section 5.3 above;
(c) That the second Renewal Term shall be upon the same terms, covenants and conditions as this Lease, except with
respect to the amount of the Fixed Rent which shall be that set out in Section 5.4 above;
(d) That Lessee shall exercise either Renewal Option by notifying Lessor of Lessee’s election to exercise the same at
least fourteen (14) months prior to the expiration of the Initial Term or the first Renewal Term (as appropriate), so that upon the
delivery of any such notice, this Lease shall be deemed extended for the Renewal Term in question without execution of any
further instrument.
23.2. In addition to the Fixed Rent, Lessee shall continue to pay Additional Rent throughout the Renewal Term in the manner
provided for in this Lease above.
24. END OF TERM.
24.1. At the expiration or sooner termination of the Initial Term or Renewal Term (as appropriate) Lessee shall quit and
surrender to Lessor the Premises, broom clean and in good order and condition, ordinary wear and tear, condemnation, damage by
casualty and damage to be repaired by Lessor excepted and together with any and all Alterations unless Lessor shall have
instructed Lessee to remove the same, assuming Lessor shall have the authority to do so pursuant to the provisions of
Section 10.7 above. Any Lessee’s Personalty remaining on the Premises may, at the option of Lessor, be deemed to be abandoned
and thereafter may either be retained by Lessor as Lessor’s personal property or be disposed of in such manner as Lessor may
deem fit. Lessee shall reimburse Lessor for any costs incurred by Lessor for the removal and/or storage of Lessee’s Personalty.
25. WAIVER.
25.1. The failure of Lessor to insist upon strict performance of any of the covenants or conditions of this Lease, shall not be
construed as a waiver or relinquishment of any such covenants or conditions, but the same shall be and remain in full force and
effect.
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26. SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE.
26.1. This Lease shall be subject and subordinate to the lien of any existing mortgage covering the Premises, or any part
thereof, and to any future mortgage, provided that any such future mortgage (or a subordination, non-disturbance and attornment
agreement entered into for the benefit of Lessee from the holder thereof) shall provide that the Fee Mortgagee holding such
mortgage shall not be entitled to terminate this Lease, or in any way disturb Lessee’s use and enjoyment and will recognize
Lessee’s rights contained in this Lease, where Lessee is not then in default hereunder beyond any applicable grace period with
respect to such default. Lessor shall use reasonable efforts to obtain similar non-disturbance agreements from any existing Fee
Mortgagee.
26.2. Subject to the provisions of 26.1 above, Lessee agrees that Lessee shall attorn to and recognize any foreclosing Fee
Mortgagee or other such successor in interest to Lessor, as Lessee’s landlord hereunder.
27. ESTOPPEL CERTIFICATE.
27.1. Within ten (10) days following any written request which either party may make from time to time, the other party shall
execute and deliver a statement, certifying (i) the Commencement Date; (ii) the fact that this Lease is unmodified and in full force
and effect (or, if there have been modifications hereto, that this Lease is in full force and effect, as modified, and stating the date
and nature of such modifications); (iii) the date to which the Rent has been paid (iv) the fact that there are no current defaults
under this Lease by either Lessor or Lessee, except as specified in such statement, and (v) such other matters reasonably
requested. Lessor and Lessee intend, agree and understand that any such statement delivered pursuant to this Section 27.1 may
be relied upon by any Fee Mortgagee, beneficiary, purchaser or prospective purchaser, mortgagee or subtenant of the Premises or
the Building or any interest therein.
27.2. Either party’s failure to deliver any such statement within the period specified, after receipt of notice, shall be
conclusive upon such party that this Lease is in full force and effect without modification, that there are no uncured defaults by
the requesting party and that not more than one (1) month’s Rent has been paid in advance.
28. NOTICE OF LEASE.
28.1. Lessor and Lessee shall execute, in recordable form, a Notice of Lease pursuant to Section 47-19 of the Connecticut
General Statutes.
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29. DEFINITION OF LESSOR.
29.1. The term “Lessor” as used in this Lease, so far as covenants or obligations on the part of Lessor are concerned, shall
be limited to mean and include only the owner or owners at the time in question of the fee title to the Premises. In the event of any
transfer, assignment or conveyance of such title to a Person not Controlled by Lessor or related to Lessor, Lessor herein named
shall be automatically freed and relieved from and after the date of such transfer, assignment or conveyance of all liability with
respect to the performance of any covenants or obligations on the part of Lessor contained in this Lease thereafter to be
performed (except as may be attributable to the period preceding said conveyance, unless expressly assumed by the transferee of
any such interest) and, without further agreement, the transferee of such title or interest shall be deemed to have assumed and
agreed to observe and perform any and all obligations of Lessor hereunder, during such transferee’s ownership of the Premises.
Lessor may, at any time during the Initial Term or the Renewal Term (if appropriate), transfer Lessor’s interest in the Premises.
30. LIMITATION ON LIABILITY.
30.1. Except as herein expressly stated to the contrary, it is hereby understood and agreed that none of the individuals
comprising Lessor shall have any personal liability hereunder with respect to any of the covenants, conditions or provisions of
this Lease, and that in the event of a breach or default by Lessor with respect to any of Lessor’s obligations hereunder, Lessee
shall look solely to the estate and property of Lessor (or either of them) in the Premises, for the satisfaction of Lessee’s remedies,
including the collection of a judgment (or other judicial process) requiring the payment of money by Lessor, and no other
property or assets of Lessor shall be subject to levy, execution or other enforcement procedure for the satisfaction thereof. The
provisions of this Section 30 shall apply only to the Lessor above named. The provisions are not for the benefit of any insurance
company or any other third party.
31. TERMS AND HEADINGS.
31.1. The words “Lessor” and “Lessee” as used herein shall include the plural as well as the singular. Words used in either
gender include the other genders. The Section headings contained in this Lease are not a part of this Lease and shall have no
effect upon the construction or interpretation of any part of this Lease.
32. INVALIDITY.
32.1. The invalidity of any provision of this Lease shall not be deemed to impair or affect in any manner the validity,
enforceability or effect of the remainder of this Lease, to the extent such remainder may be given effect in the absence of said
invalid provision(s), and, in such event, all of the other provisions of this Lease shall continue in full force and effect as if such
invalid provision had never been included herein.
33. LESSOR’S SIGNS
33.1. Lessor may at any time place on or about the Premises (excluding the Building) any “for Sale” signs, and at any time
during the last one hundred eighty (180) days of the Initial Term, or (if appropriate) the last one hundred eighty (180) days of the
Renewal Term, Lessor may place “for Lease” signs on or about the Premises and/or the Building.
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34. QUIET ENJOYMENT.
34.1. Lessor hereby represents and warrants that Lessor owns fee simple title to the Premises and has full authority to grant
this Lease and that no other person, firm or corporation need join in the execution of this Lease by Lessor in order to make
Lessor’s execution of this Lease complete or appropriate. Lessor further covenants that Lessee, upon paying the Rent and
faithfully performing Lessee’s other obligations hereunder, shall peacefully and quietly have, hold and enjoy the Premises
throughout the Initial Terns and the Renewal Term (if appropriate) without hinderance, ejection or molestation by any person
claiming under Lessor, subject to the terms and provisions of this Lease.
35. LESSOR’S DEFAULT.
35.1. In the event Lessor shall fail to perform or observe any term, covenant, or condition of Lessor hereunder after thirty
(30) days written notice from Lessee of such failure or, if such failure is not capable of being cured within such thirty (30) day
period and Lessor shall fail to commence to cure the same within such thirty (30) day period and thereafter diligently pursue such
cure to completion within a reasonable time, then Lessee shall have the right (but not the obligation) to perform such obligation
and to charge the cost thereof to Lessor, provided that Lessee shall have the right to perform such obligation immediately and
without notice in the case of an emergency or material interference with Lessee’s ability to use the Premises. Lessee shall submit a
bill to Lessor for the reasonable cost of performing such work, which amount shall be payable by Lessor within ten (10) days after
receipt thereof. It is agreed and understood that in no event shall Lessee be permitted to setoff any such sum allegedly due to
Lessee against the Rent reserve hereunder.
35.2. If Lessor rejects this Lease in bankruptcy, Lessee may, at Lessee’s option, terminate this Lease, If Lessee elects to
remain in possession after such rejection by Lessor, the rights and remedies of the parties shall be governed by the terms and
conditions of this Lease.
36. ATTORNEY’S FEES.
36.1. In any proceeding which Lessor or Lessee may prosecute to enforce such party’s rights hereunder, the unsuccessful
party shall pay all costs incurred by the prevailing party, including reasonable attorney’s fees. Prior to commencing any
proceeding, the parties shall each submit to the other a final offer of settlement. The failure of a party (as plaintiff) to submit a
settlement offer shall be deemed a demand for all of the relief requested in such party’s complaint and the failure of a party (as
defendant) to submit a responding settlement offer within ten (10) days after receipt of the settlement offer from the plaintiff party
shall be deemed a rejection of any relief for the benefit of the plaintiff party. If the forum in which the proceeding is heard renders
a judgment at least as favorable to a party as such party’s settlement offer, then such party shall be deemed the prevailing party
for the purposes of this Section 36.1.
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37. ACCORD AND SATISFACTION.
37.1. No payment by Lessee or receipt by Lessor of a lesser amount than the Rent payment herein stipulated shall be deemed
to be other than on account of the Rent, nor shall any endorsement or statement on any check (or contained in any letter
accompanying any check) be deemed to constitute an accord and satisfaction, and Lessor may accept any such payment of a
lesser amount without prejudice to Lessor’s right to recover the balance of the Rent or to pursue any other remedy provided in
this Lease, or available at law.
38. BINDING EFFECT.
38.1. This Lease shall inure to the benefit of Lessor and Lessee, and their respective successors, heirs and assigns, as
appropriate. Words importing the singular number include the plural number and vice versa.
39. ENTIRE AGREEMENT AND GOVERNING LAW.
39.1. This Lease contains the entire agreement between Lessor and Lessee and all prior negotiations and agreements are
merged into this Lease. This Lease may not be changed, modified, terminated or discharged, in whole or in part, nor any of its
provisions waived except by a written instrument which (i) expressly refers to this Lease, and (ii) is executed by the party against
whom enforcement of such change, modification, termination, discharge or waiver is sought. All Exhibits attached hereto or
referred to herein form an integral part of this Lease and are hereby incorporated by reference.
39.2. The laws of the State of Connecticut shall govern and control the validity, interpretation, construction, performance and
enforcement of this Lease and shall apply to any disputes or controversies arising out of or pertaining to this Lease.
39.3. The Lessor’s obligations under this Lease are conditioned upon Lessor entering into an acceptable Lease Termination
Agreement with the current tenant at the Premises by which the current lease of the Premises will be terminated as of the
Commencement Date.
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IN WITNESS WHEREOF, Lessor and Lessee have executed and delivered this Lease as of the day and year first above
written.
Signed, sealed and delivered in the presence of:
SEYMOUR R. POWERS
LEON GRISS
RUTH GRISS
By:
Its
Duly Authorized
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EXHIBIT A
PREMISES
Two (2) certain pieces or parcels of land, together with the buildings thereon, situate in the City of Danbury, County of Fairfield
and State of Connecticut, and bounded and described as follows:
FIRST PARCEL:
A certain piece or parcel of land, situate in the City of Danbury, County of Fairfield and State of Connecticut, and all buildings
thereon standing, together with an addition to the present building as hereafter described, known as Parcels No. 5 and No. 5A,
situated on the Westerly side of Commerce Drive in the said Danbury, and more particularly shown and designated on a certain
map entitled:
“Map showing Parcel 5A To Be Added To Parcel 5, Commerce Park, Danbury, Conn., Scale 1” = 100’, July 27, 1968, Certified
Substantially Correct, Douglas Watson”.
Together with the right to pass and repass for all purposes over the road designated as Commerce Drive on said Map.
SECOND PARCEL:
All that certain piece or parcel of land, together with the buildings thereon, situate on Commerce Drive in the City of Danbury,
County of Fairfield and State of Connecticut, an particularly described on a Map Plot Plan, entitled: “Map of Land of Seymour R.
Powers To Be Leased to Qualitron Corporation,” Certified Substantially Correct by Douglas Watson, C.E. & L.S., which map is
filed in the Office of the Town Clerk of said Danbury.
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Exhibit 10.32
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (“Amendment”) is made as of this 23rd day of September 2008, by and between
WEST REAL ESTATE AND MANAGEMENT, INC., a Minnesota corporation, (“Landlord”), ATMI PACKAGING, INC., a
Minnesota corporation (“Tenant”), and ATMI, INC., a Delaware corporation, (Guarantor”).
WITNESSETH:
WHEREAS, Landlord and Tenant have entered into that certain Lease dated as of October 21, 2004 pertaining to certain
“leased premises” located at 10851 Louisiana Avenue South, Bloomington, Minnesota (together with all amendments and
addenda, the “Lease”);
WHEREAS, Guarantor has guaranteed all of Tenant’s obligations under the Lease;
WHEREAS, by virtue of a First Addendum to Lease dated February 23, 2005 (“First Addendum”), Landlord, Tenant, and
Guarantor agreed to add additional terms to the Lease;
WHEREAS, the parties wish to amend certain terms of the Lease and the Addendum thereto;
NOW THEREFORE, in consideration of the Lease and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows:
1. DEFINED TERMS. Terms used in this Amendment and not defined herein shall have the meanings set forth in the Lease.
2. ARTICLE 1 — Premises and Term. The Lease is amended by extending the original term to August 31, 2013.
3. ARTICLE 2 — BASE RENT. The Lease is hereby amended by adding the following rent schedule:
LEASE YEARS 7 BASE RENT ANNUAL BASE MONTHLY BASE

THROUGH 9 /SQ. FT. RENT RENT
9/1/2010-8/31/2013 $4.71 $320,468.40 $26,705.70
4. ARTICLE 9 — ALTERATIONS, INSTALLATIONS, FIXTURES. Article 9 of the Lease shall remain in full force and effect
and is hereby amended as follows:
Landlord and Tenant agree that the improvements in existence as of the date of this Amendment are guaranteed to be
removed by Tenant upon expiration or termination of the Lease. The improvements to be removed, in addition to the items already
enumerated in Article 9, shall include the following:
1. Two offices in southwest corner of warehouse.
2. All concrete pads, Praxair Nitrogen tank, and four chiller units on north side of building (the area where these
improvements are located shall be restored to its prior condition as an asphalt truck court).
3. All rooftop HVAC units (the area of the roof where these units are located shall be restored to its prior condition and
appropriately integrated into any contiguous roof areas).
4. All clean room equipment.
5. Electrical or other utility conduits back to the main service panel that serve all improvements to be removed in the original
Article 9 and this Amendment.
For the avoidance of doubt, other than with respect to the two offices referenced in item 1 above, Tenant shall not have
restoration obligations with respect to the pre-existing office space portion of the leased premises specified as “shaded area to
remain” in the attached Exhibit A.
The removal requirements for the Approved Tenant Improvements shall remain as provided in Paragraph 4 of the First Addendum
of Lease. The penultimate sentence of Article 9 is deleted in its entirety, and Tenant’s obligation to maintain the letter of credit
shall be released upon execution of this Amendment.
5. FULL FORCE AND EFFECT. Except as modified herein, the original terms of the Lease along with any Amendments
and/or Addendums thereto shall remain in full force and effect.
IN WITNESS WHEREOF, Landlord, Tenant, and Guarantor have executed this Amendment as of the day and year first
above written.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO FOLLOW]
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LANDLORD:
WEST REAL ESTATE AND MANAGEMENT, INC.
By:
Name:
Title:
Date:
TENANT:
AMTI PACKAGING, INC.
By:
Name: Doug Neugold
Title: CEO & President
Date: 23 September 2008
GUARANTOR:
ATMI, INC.
By:
Name: Paul Hohlstein
Title: Sr VP, Supply Chain & Operations
Date: 23 September 2008
3 of 4
Exhibit A to First Amendment to Lease
4 of 4
Exhibit 21
ATMI, INC.
Subsidiaries
State or Jurisdiction of Incorporation or

Entity Organization
Advanced Technology Materials, Inc. Delaware
ATMI Ecosys Corporation California
Advanced Delivery & Chemical Systems Nevada, Inc. Nevada
Advanced Delivery & Chemical Systems Holdings, LLC Delaware
Advanced Delivery & Chemical Systems Operating, LLC Delaware
Advanced Delivery & Chemical Systems Manager, Inc. Delaware
ATMI Materials, Ltd. Texas
ATMI Korea Co. Ltd. South Korea
ATMI Packaging, Inc. Minnesota
ATMI International Holdings, Inc. Delaware
ATMI Taiwan Holdings, Inc. Delaware
ATMI Belgium Holdings, Inc. Delaware
ATMI Belgium, LLC Delaware
ATMI Packaging N.V. Belgium
ATMI International Trading Co. Ltd. China
ATMI Japan KK Japan
ATMI Taiwan Co. Ltd. Taiwan
ATMI GmbH Germany
ATMI PTE Ltd Singapore
ATMI Fab Services Ireland, Ltd Ireland
ATMI Acquisition BVBA Belgium
LevTech, Inc. Delaware
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-49561, 333-55827, 333-56349,
333-46222, and 333-107591) and the Registration Statements on Form S-3 (Nos. 333-82089, 333-94641, 333-31982, 333-46224, and
333-76378) of ATMI, Inc. of our reports dated February 18, 2009, with respect to the consolidated financial statements and
schedule of ATMI, Inc., and the effectiveness of internal control over financial reporting of ATMI, Inc., included in this Annual
Report (Form 10-K) for the year ended December 31, 2008.
February 18, 2009
Exhibit 31.1
CERTIFICATION
I, Douglas A. Neugold, certify that:
1. I have reviewed this annual report on Form 10-K of ATMI, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 20, 2009
/s/ Douglas A. Neugold

Douglas A. Neugold
President and Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, Timothy C. Carlson, certify that:

1. I have reviewed this annual report on Form 10-K of ATMI, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
/s/ Timothy C. Carlson

Timothy C. Carlson
Executive Vice President,
Chief Financial Officer and Treasurer
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of ATMI, Inc. (the “Company”) for the period ended December 31,
2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Douglas A. Neugold and Timothy C.
Carlson, Chief Executive Officer of the Company and Chief Financial Officer of the Company, respectively, each hereby certifies,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
/s/ Douglas A. Neugold

Name: Douglas A. Neugold
Title: President and Chief Executive Officer
/s/ Timothy C. Carlson

Name: Timothy C. Carlson
Title: Executive Vice President,
Chief Financial Officer and Treasurer
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the
Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon
request.

ATMI INC 10-K (Annual Reports) 2009-02-20

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ATMI INC 10-K (Annual Reports) 2009-02-20

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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

Commission file Number: 1-16239

7 Commerce Drive, Danbury, CT 06810

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange

Securities registered pursuant to Section 12(g) of the Act:

DOCUMENTS INCORPORATED BY REFERENCE

Item 1A. Risk Factors 17

Item 1B. Unresolved Staff Comments 21

Item 3. Legal Proceedings 22

Item 4. Submission of Matters to a Vote of Security Holders 22

Item 6. Selected Financial Data 25

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 39

Item 8. Financial Statements and Supplementary Data 40

Item 9A. Controls and Procedures 40

Item 9B. Other Information 41

Item 10. Directors, Executive Officers and Corporate Governance 41

Item 11. Executive Compensation 41

Item 14. Principal Accountant Fees and Services 41

Item 15. Exhibits and Financial Statement Schedules 42

Index to Consolidated Financial Statements and Financial Statement Schedule F-1

ATMI’s operations comprise one operating business segment.

Semiconductor Industry Background

• consistently enhanced performance characteristics and functionality;

• reduced size, weight, power consumption and cost; and

• shorter product development cycles.

Semiconductor Manufacturing Process

• the relative thinness of the films applied to the wafer;

• the ability to coat large areas.

Flat-Panel Industry Background

• consumer affordability through manufacturing and materials cost efficiencies;

• improved performance and reliability; and

• shorter product development cycles.

Flat-Panel Manufacturing Process

Life Sciences Industry Background

Life Sciences Manufacturing Process

• produce high-purity materials;

• must be reliable and repeatable; and

• developing and commercializing a broad range of “front-end” semiconductor performance materials;

Ion Implant Module

Advanced Interconnect Solutions

Flat-Panel Display Market

Customers, Sales, and Marketing

Location Products Square Footage

Research and Development

Patents and Proprietary Rights

Employees and Employee Relations

Item 1A. Risk Factors

Cautionary Statements Regarding Future Results of Operations.

Cyclicality in the markets we sell to may adversely affect our performance.

Our profit margins may be adversely affected by a number of factors.

We face intense competition from a variety of sources, including larger companies.

Our results of operations could be adversely affected by changes in taxation.

We face the risk of product liability claims.

Item 1B. Unresolved Staff Comments

Location Square Footage Lease / Own

Anseong, South Korea 13,000 Own

Item 3. Legal Proceedings

Item 4. Submission of Matters to a Vote of Security Holders

Total Return Calculation

Relative Stock Performance

12/31/03 100.000 100.000 100.000

12/31/04 108.835 79.089 97.070