Exhibit 10.44
 ATMI, INC.
 NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PROGRAM OF
ATMI, INC. 2010 STOCK PLAN
 ARTICLE 1
 GENERAL
 NAME AND PURPOSE
  DEFINITIONS
  (a)
    
    Board means the Board of Directors of the Company.
 (b)
    
    Business Day means a day except for a Saturday, Sunday or a legal
holiday in the State of Connecticut.
 (c)
    
    Common Stock means (i) the common stock of the Company, adjusted as
provided in Section 3.5, or (ii) if there is a merger or consolidation and the
Company is not the surviving corporation thereof, the capital stock of the
surviving corporation given in exchange for such common stock of the Company.
 (d)
    
    Compensation means retainer fees for service on, and fees for
attendance at meetings of, the Board and any committees thereof, which are payable
to a Non-Employee Director during a Program Year.
 (e)
    
    Committee means the Compensation Committee of the Board of Directors
of the Company.
 (f)
    
    Deferral Date means any Business Day during a Program year on which
fees are paid, as determined by the Board, to Non-Employee Directors in
connection with their services on the Board, including, without limitation,
retainer fees, committee services fees, or meeting fees.




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(g)
    
    Non-Employee Director means any individual serving on the Board who
is not an employee of the Company or any of its subsidiaries or affiliates.
 (h)
    
    Program has the meaning set forth in Section 1.1 above.(i)
    
    Program Year means the calendar year.
 (j)
    
    Separation from Service means a Separation from Service as defined
for purposes of Code §409A. Generally, a Non-Employee Director incurs a Separation
from Service upon termination of service as a Non-Employee Director of the Company.
For purposes of determining whether a Separation from Service has occurred, the
Company means the Company and any company that is in the same controlled group with
the Company as defined for purposes of Code §414(b) and (c), except that for
purposes of determining whether another organization is in the same controlled
group, common ownership of at least 50% shall be determinative.
 (k)
    
    Stock Account means a bookkeeping account established for each
Participant pursuant to the terms hereof consisting of Stock Credits.
 (l)
    
    Stock Credit means a credit to a Stock Account representing shares of
Common Stock, calculated pursuant to Article 2.
 (m)
    
    Stockholders Meeting means the Annual Meeting of Stockholders of the
Company.
 (n)
    
    Unforeseeable Emergency means a severe financial hardship to the
Non-Employee Director resulting from an illness or accident of the Non-Employee
Director, the Non-Employee Directors spouse, the Non-Employee Directors dependent
(as defined in Code section 152(a)), or a Beneficiary; loss of the Non-Employee
Directors property due to casualty (including the need to rebuild a home following
damage to a home not otherwise covered by insurance, for example, as a result of a
natural disaster); or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Non-Employee Director.
  2




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ARTICLE 2
 FEE DEFERRALS
 ELIGIBILITY
  GRANT OF STOCK CREDITS
 st
   DIVIDENDS
   3




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ARTICLE 3
 DISTRIBUTION OF ACCOUNTS
 TIME AND METHOD OF PAYMENT
 th
  SEVERE FINANCIAL HARDSHIP
    4




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DISTRIBUTION UPON DEATH
  WITHHOLDING TAXES
  ADJUSTMENT OF STOCK ACCOUNTS
   5




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ARTICLE 4
 THE COMMITTEE
 AUTHORITY
  OPERATION
  ELECTIONS, NOTICES
  ARTICLE 5
 MISCELLANEOUS
 FUNDING
  NON-ALIENATION OF BENEFITS
   6




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GOVERNING LAW
  AMENDMENT, MODIFICATION AND TERMINATION OF THE PROGRAM
  NON-FORFEITABILITY OF STOCK CREDITS
  SUCCESSORS AND HEIRS
  STATUS OF PARTICIPANTS
  STATEMENT OF ACCOUNT
  ENTIRE AGREEMENT
   7




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ATMI, Inc.By:
    
    /s/ Ellen T. HarmonIts EVP and Corporate Secretary
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ATMI, INC.
 NON-EMPLOYEE DIRECTORS
DEFERRED COMPENSATION PROGRAM
OF ATMI, INC. 2010 STOCK PLAN
  Date:
    
    Signed:Print Name:
  9