Employment Separation Agreement and Release between Entegris and Stan Geyer



 Exhibit 10.32 
  
 Employment Separation Agreement and Release 
  
 This Employment Separation Agreement and Release (“Agreement”) sets forth the mutual understanding and agreement
of Entegris, Inc., a Minnesota corporation with offices at 3500 Lyman Boulevard, Chaska, Minnesota, 55318 (“Entegris”) and Stan Geyer, an individual residing at 4302 Sunnyside Road, Edina, Minnesota, 55424 (“Geyer”).
This Agreement sets forth the rights and obligations of Geyer arising at the conclusion of his service to Entegris as it ceases to do business due to a merger with Mykrolis Corporation (“Mykrolis”). By signing this Agreement, Geyer hereby
acknowledges that the terms and conditions hereof are in full satisfaction of all rights to termination or severance-related benefits for which he has been eligible or may claim to be eligible under any agreement or promise, whether written or oral,
express or implied, or any other Entegris severance plan or program. 
  
 RECITALS 
  
 WHEREAS, Geyer is employed by Entegris as
Chairman of its Board of Directors; and 
  
 WHEREAS, Entegris has
entered into an Agreement and Plan of Merger dated March 21, 2005, with Mykrolis, which has resulted in the creation of a Delaware subsidiary into which Entegris will merge at the time of closing and, thereafter, cease current operations; and

  
 WHEREAS, the closing of the merger will further result in the
termination of Geyer’s services as Chairman of the Board of Directors; 
  
 WHEREAS, in addition to historic Entegris practice of providing fair and equitable severance to departing executives, Entegris recognizes value in obtaining non-compete obligations and a release of claims from Geyer;
and 
  
 WHEREAS, the Compensation and Stock Option Committee of
Entegris has established an independent process for determining appropriate compensation to be paid and has retained and relied upon the expertise of Hewitt and Associates, L.L.C. in determining the structure and amounts to be paid to Geyer;

  
 IT IS, THEREFORE, agreed that Entegris and Geyer agree to the
following: 
  
 TERMS AND CONDITIONS 
  
 1. Severance Pay – Provided Geyer signs and returns this Agreement in
the form provided to him, he shall receive two times base pay and target bonus (cumulatively $684,000) plus $140,000 for additional perquisites and benefits for a total of $1,508,000. This amount shall be paid pursuant to Entegris customary payroll
practices commencing October 16, 2005, and shall be paid over four (4) years in the amount of $377,000 per year. Geyer shall additionally be paid his fiscal 2005 annual bonus in an amount prorated from September 1, 2004 through the
date of closing of the merger between Entegris and Mykrolis, said amount approximating 










 
$311,000. Payment of the pro-rata bonus will be distributed at the same time as other Entegris executives receive annual incentives or on October 16,
2005, whichever is earlier. 
  
 2. Health Insurance – Geyer
shall be entitled to continued participation until age 65 as an early retiree in Entegris medical programs or such other programs designated by Entegris which provide comparable medical benefits and include customary pro-rata expense as between
Entegris and Geyer with Geyer individually paying customary participant portions of applicable premiums. 
  
 3. Stock Options – As of October 16, 2005, or such later date as potential employment with the newly created Entegris, Inc., a Delaware
corporation, expires, all stock options and stock grants attributed to Geyer shall vest without deferral of exercise dates. 
  
 4. Non-Competition – Geyer’s acceptance of a position with another company will not affect eligibility for payments referenced above subject to
the right of Entegris and its successor to cancel such payments and seek full reimbursement of amounts paid in the event that Geyer engages in activities determined to be significantly detrimental to the best interests of Entegris or its successor
including, without limitation, (i) recruiting, hiring, or soliciting employees for employment or the performance of services with a competing company, (ii) breach of any obligations under any confidentiality agreement or intellectual
property agreement, (iii) making disparaging, knowingly false, or misleading statements about Entegris, its successor, or its products, officers, or employees to competitors, customers, potential customers, or to current or former employees.

  
 In further exchange for the consideration due to be provided
under this Agreement, Geyer agrees that for the entirety of his four-year payment term as specified above, he will not, without the written consent of Entegris, directly or indirectly (a) engage or be interested in as an owner, partner,
shareholder, employee, director, officer, agent, consultant or otherwise, directly or indirectly, with or without compensation, any business which is in direct competition with the business of Entegris. Nothing herein, however, shall prohibit Geyer
from acquiring or holding not more than two percent (2%) of any class of publicly-traded securities of any business. Payments to Geyer shall be conditional based on his compliance with non-compete obligations as set forth herein. 
  
 In the event any of the foregoing non-compete obligations shall be determined
by any court of competent jurisdiction to be unenforceable by reason of extended for too great a period of time, over too great a geographical area, or by reason of being too extensive in any other respect, such provision shall be interpreted to
extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in all other respects as to which it may be enforceable, all as
determined by such court in such action. The invalidity or unenforceability of any particular provision of these non-competition paragraphs shall not affect the other provisions thereof which shall continue in full force and effect. 
  
 Geyer agrees that the remedies available to Entegris at law will be
inadequate in the event of a breach or a threatened breach of non-competition obligations as stated herein. As a result, 










 
Entegris shall be entitled, in addition to its rights at law, to seek an injunction or other equitable relief without the need to post a bond. 
  
 5. Release of Claims – In exchange for payments to be made hereunder,
Geyer waives and hereby releases Entegris and its successor as well as its past, present, and future divisions, subsidiaries, affiliates, and related companies, plus present and future directors, officers, employees, and agents from any and all
claims of any nature whatsoever which he may have arising out of his employment or the termination of his employment with Entegris including, but not limited to, any claims he may have under federal, state, or local employment, labor, or
anti-discrimination laws, statutes, and case law, and specifically claims arising under the federal Age Discrimination In Employment Act, the Civil Rights Act of 1866 and 1964 as amended, the Americans with Disabilities Act, Executive Order 11246,
the Employee Retirement Income Security Act of 1974 (“ERISA”), the Family and Medical Leave Act, the Fair Labor Standards Act, the Minnesota Human Rights Act, the Minnesota Age Discrimination Law, and any and all other applicable state,
county, or local statutes, ordinances, or regulations; provided, however, that this release does not apply to claims for benefits under Entegris-sponsored benefit plans covered by ERISA (other than claims for severance) nor to claims arising out of
obligations expressly undertaken in this Agreement. Any rights to benefits (other than severance benefits) under Entegris-sponsored benefit plans are governed exclusively by the written plan documents of those plans. 
  
 Geyer acknowledges and understands that he has accepted the consideration
provided herein in full satisfaction of all claims and obligations of Entegris to him regarding any matter or incident up to the date he signs this Agreement (except to the extent expressly excepted from the terms hereof), and he affirmatively
intends to be legally bound thereby. 
  
 6. Confidentiality –
Geyer agrees not to disclose or cause any other person to disclose to third parties, including employees of Entegris, the terms of this Agreement; provided, however, he may disclose such terms to his spouse, his financial/tax advisors, his attorney,
and in response to a governmental inquiry, including a governmental tax audit or a judicial subpoena. Geyer understands that breach of this confidentiality provision shall exclude Entegris from performing further under the Agreement. Geyer further
agrees and acknowledges that any and all agreements relating to intellectual property or confidential information which he has signed during the course of his employment with Entegris remain in full force and effect according to their terms.

  
 7. Severability; Entire Agreement; No Oral Modification; No
Waivers – Should any of the provisions of this Agreement be determined to be invalid by a court of competent jurisdiction, the parties agree that this shall not affect the enforceability of the other provisions of this Agreement. This Agreement
constitutes a single integrated contract expressing the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements and discussions with respect to the subject
matter hereof. This Agreement may be amended or modified only by an agreement in writing signed by both parties. The failure by Entegris to declare a breach or otherwise assert its rights under this Agreement shall not be construed as a waiver of
any right which Entegris may have under this Agreement. 









 8. Section 409A – If Entegris or Geyer determine that any payment obligation under this
Agreement will cause Geyer to incur tax obligations under Section 409A of the Code, then the parties shall negotiate in good faith to structure an alternative payment mechanism consistent with the parties’ objectives, to the extent
reasonably practical that will not cause Geyer to incur such tax obligations. 
  
 9. Assignment – Neither Entegris nor Geyer may make any assignment of this Agreement or any interest therein, by operation of law or otherwise, without the prior written consent of the other; provided, however,
that Entegris may assign its rights and obligations under this Agreement without the consent of Geyer in the event that Entegris shall hereafter complete a reorganization, consolidate with or merge into or substantially transfer all of its
properties or assets to any other entity. This Agreement shall inure to the benefit of and be binding upon Entegris, Geyer, and their respective successors, executors, administrators, heirs, and permitted assigns. Geyer expressly consents to be
bound by the provisions of this Agreement for the benefit of any successor or permitted assign without the necessity that this Agreement be re-signed at the time of transfer. 
  
 10. Indemnification – Geyer shall be entitled to ongoing coverage for services provided as a director and officer of
Entegris, said coverage being provided at Entegris’ expense and in amounts the same as that provided to other executives. He shall additionally be entitled to the same rights of indemnification and contribution as are provided to executives of
Entegris generally under the Articles of Incorporation or By-laws. 
  
 11. Notice – Any and all notices, requests, demands, or other communications provided for by this Agreement shall be in writing and, except as otherwise expressly provided in this Agreement, shall be effective when delivered in person,
consigned to a national courier service, or deposited in the United States Mail, postage prepaid, registered or certified, and addressed to Geyer at his last known address on the book of Entegris or, in the case of Entegris, at its principal place
of business, attention to the Chair of the Board of Directors. 
  
 12. Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to conflicts of laws principles. 
  
 ACKNOWLEDGEMENTS AND CERTIFICATIONS 
  

Geyer acknowledges and certifies that he: 
  

	 	a.	has read and understood all of the terms of this Agreement and does not rely on any representation or statement, written or oral, not set forth in this Agreement;


  

	 	b.	has had a reasonable period of time to consider this Agreement; 

  

	 	c.	is signing this Agreement knowingly and voluntarily; 

  

	 	d.	has been advised to consult with an attorney before signing this Agreement; 

  

	 	e.	has the right to consider the terms of this Agreement for twenty-one (21) days and, if he takes fewer than 21 days to review this Agreement, hereby waives any and all rights to
the balance of the 21-day review period; and 











	 	f.	has the right to revoke this Agreement within fifteen (15) days after signing it by providing written notice of revocation to the CEO of Entegris in which event this Agreement
shall become null and void in its entirety. 

  

					
	 	 	 	 	ENTEGRIS, INC.
			
	/s/    Stan Geyer        	 	 	 	/s/    Gary F. Klingl        
	Stan Geyer	 	 	 	Gary F. Klingl
	 	 	 	 	Chair – Compensation and Stock Option Committee
			
	 Dated:
	 	 	 	 Dated: