Form of Entegris, Inc. Restricted Stock Award Agreement



 Exhibit 10.2 
  

					
	 	 	 	 	

	 	 	 	 	Name of Employee (“Employee”)

  
 ENTEGRIS, INC.

 Restricted Stock Award Agreement 
  
 In consideration of services rendered by Employee to Entegris, Inc. (the “Company”) the undersigned Employee: (i) acknowledges that
Employee has received an award (the “Award”) of restricted stock from the Company under the [Mykrolis – Entegris, Inc. 2001 Equity Incentive Plan or Entegris –Entegris, Inc. 1999 Long-Term Incentive and Stock Option
Plan] (the “Plan”), subject to the terms set forth below and to the terms of the Plan; (ii) further acknowledges receipt of a copy of the Plan as in effect on the effective date hereof; and (iii) agrees with the
Company as follows: 
  

	 	1.	Effective Date. This Agreement shall take effect as of [Mykrolis – August 16, 2005; Entegris – August 10, 2005], which is the date of grant
of the Award. 

  

	 	2.	Shares Subject to Award. The Award consists of              shares (the “Shares”) of the
Common Stock, $0.01 par value, of the Company (“Stock”). The undersigned’s rights to the Shares are subject to the restrictions described in this Agreement and in the Plan (which is incorporated herein by reference with the same
effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law. 

  

	 	3.	Meaning of Certain Terms. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. The term “vest” as used
herein with respect to any Share means the lapsing of the restrictions described herein with respect to such Share. 

  

	 	4.	Nontransferability of Shares. The Shares acquired by the undersigned pursuant to this Agreement shall not be sold, transferred, pledged, assigned or otherwise
encumbered or disposed of except as provided below and in the Plan. 

  

	 	5.	Forfeiture Risk. If the undersigned ceases to be employed by the Company and its subsidiaries for any reason, including death, any then outstanding and unvested Shares
acquired by the undersigned hereunder shall be automatically and immediately forfeited. The undersigned hereby: (i) appoints the Company as the attorney-in-fact of the undersigned to take such actions as may be necessary or appropriate
to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder; (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to
unvested Shares hereunder, one or more stock powers, endorsed in blank, with respect to such Shares; and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer
or forfeiture of any unvested Shares that are forfeited hereunder. 

  

	 	6.	Retention of Certificates. Any certificates representing unvested Shares shall be held by the Company. If unvested Shares are held in book entry form, the undersigned
agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions hereof. 









	 	7.	Vesting of Shares. The Shares acquired hereunder shall vest in accordance with the provisions of this Paragraph 7 and applicable provisions of the Plan, as follows:


  

	 	 	37.5% of the Shares on and after December 31, 2005; and 

  

	 	 	an additional 5.21% of the Shares on and after the last business day of each calendar quarter of calendar years 2006, 2007 and 2008. 

  
 Notwithstanding the foregoing, no Shares shall vest on any vesting date
specified above unless the undersigned is then, and since the date of grant has continuously been, employed by the Company or its subsidiaries. In the event of the occurance of (i) a consolidation or merger in which the Company is not the
surviving corporation or which results in the acquisition of all or substantially all of the Company’s then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or
transfer of all or substantially all the Company’s assets, or (iii) a dissolution or liquidation of the Company, then in such event, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of
outstanding and then unvested Shares be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan. References in this Agreement to the Shares shall refer, mutatis
mutandis, to any such restricted amounts. 
  

	 	8.	Legend. Any certificates representing unvested Shares shall be held by the Company, and any such certificate shall contain a legend substantially in the following
form: 

  

	 	 	THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE [Mykrolis,- ENTEGRIS,
INC. 2001 EQUITY INCENTIVE PLAN; Entegris – ENTEGRIS, INC. 1999 LONG TERM INCENTIVE AND STOCK OPTION PLAN] AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND ENTEGRIS, INC.. COPIES OF SUCH PLAN AND
AGREEMENT ARE ON FILE IN THE OFFICES OF ENTEGRIS, INC. 

  
 If any Shares are held in book-entry form, the Company may take such steps as it deems necessary or appropriate to record and manifest the restrictions applicable to such Shares. As soon as practicable following the vesting of any such
Shares the Company shall cause a certificate or certificates covering such Shares, without the aforesaid legend, to be issued and delivered to the undersigned. In the case of Shares held in book-entry form, as soon as practicable following the
vesting of any such Shares, such Shares shall be freed of restrictions in such book-entry records. 
  

	 	9.	Dividends, etc.. The undersigned shall be entitled to (i) receive any and all dividends or other distributions paid with respect to those Shares of which Employee
is the record owner on the record date for such dividend or other distribution, and (ii) vote any Shares of which Employee is the record owner on the record date for such vote; provided, however, that any property or right (other than
cash) distributed with respect to a share of Stock (the “associated share”) acquired hereunder, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, or a distribution of other
securities with respect to an associated share, shall be subject to the restrictions of this Agreement in the same manner and for so long as the associated share remains subject to such restrictions, and shall be promptly forfeited if and when the
associated share is so forfeited; and further provided, that the 









	 	 	Administrator may require that any cash distribution with respect to the Shares other than a normal cash dividend be placed in escrow or otherwise made subject to such restrictions
as the Administrator deems appropriate to carry out the intent of the Plan. References in this Agreement to the Shares shall refer, mutatis mutandis, to any such restricted amounts. 

  

	 	10.	Sale of Vested Shares. The undersigned understands that Employee will be free to sell any Share once it has vested, subject to (i) satisfaction of any applicable
tax withholding requirements with respect to the vesting or transfer of such Share; (ii) the completion of any administrative steps (for example, but without limitation, the transfer of certificates) that the Company may reasonably impose; and
(iii) applicable requirements of federal and state securities laws. 

  

	 	11.	Certain Tax Matters. The undersigned expressly acknowledges that the award or vesting of the Shares acquired hereunder, and the payment of dividends with respect to
such Shares, may give rise to “wages” subject to withholding. The undersigned expressly acknowledges and agrees that Employee’s rights hereunder are subject to Employee promptly paying to the Company in cash (or by such other means as
may be acceptable to the Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired Stock or shares of Stock acquired hereunder in accordance with the Plan or by the withholding of amounts from
any payment hereunder) all taxes required to be withheld in connection with such award, vesting or payment. 

  

	 	12.	No Understandings as to Employment. The undersigned further expressly acknowledges that nothing in the Plan or any modification thereto, in the Award or in this
Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to employ the undersigned for any period or with respect to the terms of the undersigned’s employment or to give rise to any right to
remain in the service of the Company or of any subsidiary or affiliate of the Company, and the undersigned shall remain subject to discharge to the same extent as if the Plan had never been adopted or the Award had never been made.


  

	 	13.	Amendment. This Agreement may be amended only by an instrument in writing executed and delivered by the Employee and the Company 

  

	
	  


	 (Signature of Employee)



  
 Dated:                     , 200   
  
 The foregoing Agreement is hereby accepted: 
  

			
	Entegris, Inc.
		
	 By
	 	  


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