**Exhibit 10.21**Date of Grant:                                         **ATMI, INC.****NON-QUALIFIED STOCK OPTION AGREEMENT** **1.** **Grant of Option.**     ATMI, INC., a Delaware corporation (the “Company”), hereby grants to                      (the“Participant”), an option, pursuant to the Company’s ___Stock Plan (the “Plan”),to purchase an aggregate of                      shares of Common Stock, $.01 par value (“CommonStock”), of the Company at a price of                      per share, purchasable as set forth in and subjectto the terms and conditions of this option agreement (this “Agreement”) and the Plan. Thedate of grant of this option is hereinafter referred to as the “date of grant” and the date endingtwelve months thereafter and each subsequent successive twelve-month period is hereinafter referredto as the “first anniversary date,” “second anniversary date,” “third anniversary date,” etc. **2.** **Incorporation of Plan.**     All terms, conditions and restrictions of the Plan are incorporated herein and made parthereof as if stated herein. If there is any conflict between the terms and conditions of the Planand this Agreement, the terms and conditions of the Plan, as interpreted by the Board of Directorsof the Company or the Compensation Committee of the Board of Directors, shall govern. Except asotherwise provided herein, all capitalized terms used herein but not otherwise defined shall havethe respective meanings given to such terms in the Plan. **3.** **Exercise of Option and Provisions for Termination.**     (a) *Vesting*. Except as otherwise provided herein or in the Plan, and subject to the right ofcumulation provided herein, this option may be exercised, prior to the tenth anniversary date, asto not more than the following number of shares covered by this option during the respectiveperiods set forth below:          No shares from and after the date of grant and prior to the first anniversary date;___shares from and after the first anniversary date and prior to the secondanniversary date;___shares from and after the second anniversary date and prior to the thirdanniversary date;___shares from and after the third anniversary date and prior to the fourthanniversary date;___shares from and after the fourth anniversary date.     The right of exercise provided herein shall be cumulative so that if this option is notexercised to the maximum extent permissible during any such period it shall be exercisable, in
 

 
whole or in part, with respect to all shares not so purchased at any time during anysubsequent period prior to the expiration or termination of this option. This option may not beexercised at any time after the tenth anniversary date.     (b) *Method of Exercise*. Subject to the conditions hereof, this option shall be exercisablefrom time to time by the Participant giving written notice of exercise to the Company, specifyingthe number of shares to be purchased and the purchase price to be paid therefor and accompanied bypayment in accordance with Section 4 hereof. Such exercise shall be effective upon receipt by theTreasurer of the Company of the written notice together with the required payment. The Participantshall be entitled from time to time to purchase less than the number of shares covered hereby,provided that no partial exercise of this option shall be for less than 10 whole shares.     (c) *Termination of Employment*. Except as provided in Section 3(f) below, if the Participant’semployment with the Company or one of its subsidiaries terminates for any reason, other thanretirement, change of control, total disability or death, this option shall immediately terminate;provided, however, that any portion of this option which was otherwise exercisable on the date ofsuch termination of employment may be exercised within the three-month period following the date oftermination, but in no event after the tenth anniversary date. If the Participant dies during suchthree-month period, any portion of this option that was exercisable by the Participant on the dateof his or her death shall be exercisable by the Participant’s personal representatives, heirs orlegatees for the remainder of such three-month period.     (d) *Death*. If the Participant dies while an employee or otherwise in the service of theCompany or any subsidiary of the Company, any portion of this option that was exercisable by theParticipant on the date of death shall be exercisable by the Participant’s personalrepresentatives, heirs or legatees until the tenth anniversary date.     (e) *Retirement/Disability*. In the event the Participant’s employment with the Company or oneof its subsidiaries terminates by reason of the Participant’s (i) retirement or (ii) totaldisability, any portion of this option that was exercisable by the Participant on the date of suchtermination shall be exercisable by the Participant at any time prior to the tenth anniversarydate. If the Participant dies before the tenth anniversary date, this option shall be exercisableby the Participant’s personal representatives, heirs or legatees until the tenth anniversary date,to the same extent that the Participant could have exercised this option on the date of his or herdeath. For purposes of this Section 3(e), “retirement” shall mean the Participant’s voluntarytermination of employment with the Company or any subsidiary of the Company at age 62 or above andafter a minimum of five years of service as an employee of the Company or any of its subsidiaries,and “total disability” shall mean a disability which, in the reasonable opinion of the Board ofDirectors, renders the Participant unable or incompetent to carry out the Participant’s duties,responsibilities and assignments for a period of ninety (90) consecutive days.     (f) *Voluntary Termination*. In the event of the Participant’s voluntary termination ofemployment with the Company or any subsidiary of the Company, other than as a result of retirementor total disability, the Board of Directors may, by giving written notice to the Participant,provide that any portion of this option that was otherwise exercisable on the date of terminationof the Participant’s employment may be exercised within a one year period
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following the date on which the Participant ceased to be so employed as set forth in writtennotice to the Participant, but in no event after the tenth anniversary date. If the Participantdies during such period, this option shall be exercisable by the Participant’s personalrepresentatives, heirs or legatees, to the same extent that the Participant could have exercisedthis option on the date of his or her death. This option or any unexercised portion hereof shallterminate unless so exercised prior to the expiration of ten years from the date of its grant. Inthe event that a Participant ceases to be employed by the Company or a Company subsidiary,incurring a termination of employment, and immediately is engaged by the Company or a Companysubsidiary as a consultant, any portion of this option that was not exercisable by the Participanton the date of such termination shall immediately terminate on the date of the termination ofemployment and any portion of this option that was exercisable by the Participant on the date ofsuch termination shall remain exercisable until the date determined under Section 3(c), (d), (e) or(g) hereof, as if the Participant did not incur a termination of employment until the Participantceases to be a consultant.     (g) *Change in Control*. In the event the Participant’s employment with the Company or one ofthe Company’s subsidiaries terminates by reason of a change of control, any portion of this optionthat was exercisable by the Participant on the date of such change of control shall be exercisableby the Participant at any time until the date one year after such change of control, but in noevent after the tenth anniversary date. If the Participant dies during such one-year period, thisoption shall be exercisable by the Participant’s personal representatives, heirs or legatees forthe remainder of the one-year period, to the same extent that the Participant could have exercisedthis option on the date of his or her death. The Participant’s employment will have terminated byreason of the change of control if (i) the Participant continues to be engaged as an employee orconsultant with a Company subsidiary after the Company ceases to have effective voting control ofsuch subsidiary, or (ii) the Participant ceases to be employed or engaged as a consultant by theCompany or a Company subsidiary in connection with the sale or other disposition by the Company ofall or substantially all of the assets of a component of the Company or a Company subsidiary,whether such component is a subsidiary, unit, work location, line of business or otherwise. TheCommittee, in its sole discretion, shall determine whether a Participant’s termination ofemployment is by reason of a change of control.     (h) *Termination Date*. For purposes of this Agreement, the Participant shall be deemed to havea terminated employment or incurred a termination of employment upon (i) the date the Participantceases to be employed by, or to provide consulting services for, the Company, any Companysubsidiary, or any corporation (or any of its subsidiaries) which assumes the Participant’s awardin a transaction to which section 424(a) of the Code applies; or (ii) the date the Participantceases to be a Board member, provided, however, that if the Participant (x), at the time ofreference, is both an employee or consultant and a Board member, or (y) ceases to be engaged as anemployee, consultant or Board member and immediately is engaged in another of such relationshipswith the Company or any Company subsidiary (other than an employee who becomes a consultant), theParticipant shall not be deemed to have a “termination of employment” until the last of the datesdetermined pursuant to subparagraphs (i) and (ii) above. The Committee, in its discretion, maydetermine whether any leave of absence constitutes a termination of employment for purposes of thisAgreement and the impact, if any, of any such leave of absence on this option.
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 **4.** **Payment of Purchase Price.**     (a) Payment of the purchase price for shares purchased upon exercise of this option shall bemade by delivery to the Company of cash or check payable to the order of the Company in an amountequal to the purchase price of such shares, or, if the Participant elects and the Company permits,by delivery of shares of Common Stock of the Company having a fair market value equal in amount tothe purchase price of such shares.     (b) For the purposes hereof, the fair market value of any share of the Company’s Common Stockto be delivered to the Company in exercise of this option shall be determined in good faith by theBoard of Directors of the Company, in accordance with the terms of the Plan.     (c) If the Participant elects to exercise options by delivery of shares of Common Stock of theCompany, the certificate or certificates representing the shares of Common Stock of the Company tobe delivered shall be duly executed in blank by the Participant or shall be accompanied by a stockpower duly executed in blank suitable for purposes of transferring such shares to the Company.Fractional shares of Common Stock of the Company will not be accepted in payment of the purchaseprice of shares acquired upon exercise of this option. **5.** **Delivery of Shares.**     The Company shall, upon payment of the purchase price for the number of shares purchased andpaid for, make prompt delivery of such shares to the Participant, provided that if any law orregulation requires the Company to take any action with respect to such shares before the issuancethereof, then the date of delivery of such shares shall be extended for the period necessary tocomplete such action. No shares shall be issued and delivered upon exercise of any option unlessand until, in the opinion of counsel for the Company, any applicable registration requirements ofthe Securities Act of 1933, any applicable listing requirements of any national securities exchangeon which stock of the same class is then listed, and any other requirements of law or of anyregulatory bodies having jurisdiction over such issuance and delivery, shall have been fullycomplied with. **6.** **Non-transferability of Option.**     Except as provided in Sections 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, this option is personaland no rights granted hereunder shall be transferred, assigned, pledged or hypothecated in any way(whether by operation of law or otherwise) nor shall any such rights be subject to execution,attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate orotherwise dispose of this option or of such rights contrary to the provisions hereof, or upon thelevy of any attachment or similar process upon this option or such rights, this option and suchrights shall become null and void. **7.** **No Special Employment Rights.**     Nothing contained in the Plan or this Agreement shall be construed or deemed by any personunder any circumstances to bind the Company or any of its subsidiaries to continue the employmentor the service of the Participant for the period within which this option may be
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exercised or prevent the Company or any of its subsidiaries from changing the terms ofemployment or service of the Participant. However, during the period of the Participant’semployment, the Participant shall render diligently and faithfully the services which are assignedto the Participant from time to time by the Board of Directors or by the executive officers of theCompany and its subsidiaries and shall at no time take any action which directly or indirectlywould be inconsistent with the best interests of the Company or of its subsidiaries. **8.** **Rights as a Stockholder.**     The Participant shall have no rights as a stockholder with respect to any shares which may bepurchased by exercise of this option unless and until a certificate or certificates representingsuch shares are duly issued and delivered to the Participant. Except as otherwise expresslyprovided in the Plan, no adjustment shall be made for dividends or other rights for which therecord date is prior to the date such stock certificate is issued. **9.** **Recapitalization.**     In the event that dividends are payable in shares of Common Stock or in the event there aresplits, sub-divisions or combinations of shares of Common Stock subsequent to the date of grant,the number of shares subject to this option shall be increased or decreased proportionately, as thecase may be, and the number of shares deliverable upon the exercise thereafter of this option shallbe increased or decreased proportionately, as the case may be, without change in the aggregatepurchase price. **10.** **Reorganization.**     In case the Company is merged or consolidated with another corporation and the Company is notthe surviving corporation, or in case the property or stock of the Company is acquired by any othercorporation, or in case of a reorganization or liquidation of the Company, prior to the terminationor expiration of this option, this option shall be treated in the manner set forth in Section 10 ofthe Plan. **11.** **Withholding Taxes.**Whenever shares are to be issued upon exercise of this option, the Company shall have the right torequire the Participant to remit to the Company an amount sufficient to satisfy any federal, stateand local withholding tax requirement prior to the delivery of any certificate or certificates forsuch shares. **12.** **Miscellaneous.**     (a) Except as provided herein, this Agreement may not be amended or otherwise modified unlessevidenced in writing and signed by the Company and the Participant.     (b) All notices under this Agreement shall be mailed or delivered by hand to the parties attheir respective addresses set forth beneath their names below or at such other address as may bedesignated in writing by either of the parties to one another.
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     (c) This Agreement shall be governed by and construed in accordance with the laws of the Stateof Delaware.     (d) No delay or omission to exercise any right, power or remedy accruing to any party heretoupon any breach or default of any party under this Agreement, shall impair any such right, power orremedy of such party, nor shall it be construed to be a waiver of any such breach or default, or anacquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall anywaiver of any single breach or default be deemed a waiver of any other breach or defaulttheretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind orcharacter on the part of any party of any breach or default under this Agreement, or any waiver onthe part of any party or any provisions or conditions of this Agreement, must be in a writingsigned by such party and shall be effective only to the extent specifically set forth in suchwriting.     (e) This Agreement contains the entire understanding of the parties with respect to itssubject matter. There are no restrictions, agreements, promises, representations, warranties,covenants or undertakings with respect to the subject matter hereof other than those expressly setforth herein. This Agreement, including, without limitation, the Plan, supersedes all prioragreements and understandings between the parties with respect to its subject matter.     (f) This Agreement may be executed in two or more counterparts, each of which shall be deemedan original, but all of which shall constitute one and the same instrument.     (g) The Participant hereby acknowledges receipt of a copy of the Plan. The Participant herebyacknowledges that all decisions, determinations and interpretations of the Board of Directors andthe Compensation Committee in respect of the Plan, this Agreement and the option shall be final andconclusive.          IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its dulyauthorized officer, and the Participant has hereunto signed this Agreement on his own behalf,thereby representing that he has carefully read and understands this Agreement and the Plan as ofthe day and year first written above.      ATMI, INC.