Letter Agreement, dated as of Aug. 10, 2005 by and b/n Entegris and Bertrand Loy



 Exhibit 10.36 
  
 August 10, 2005 
  
 Mr. Bertrand Loy 
 2 Settlement Way 
 Acton, MA 01720 
  
 Dear Bertrand: 
  
 On March 21, 2005 Mykrolis Corporation (“Mykrolis”) and Entegris, Inc.
(“Old Entegris”) announced that there will be a merger of equals transaction (the “Merger”) among Mykrolis, Old Entegris and Eagle DE, Inc., a new Delaware wholly owned subsidiary of Old Entegris with Eagle DE, Inc., to be called
Entegris, Inc. (“new Entegris”) as the surviving corporation. As you know this transaction has now been completed. I want to advise you as to your role in the combined enterprise and the incentive compensation package that new Entegris is
offering to you. We believe that the combination of the Mykrolis and Entegris organizations will create exciting, dynamic, growth oriented opportunities for the stockholders and employees of both companies. For this reason we have developed an
incentive compensation package for you designed to encourage you to work aggressively towards the successful integration of the two enterprises into a single world class company with performance that makes it a “must-own stock” for
investors. I hope the integration of the two businesses will be a smooth process and that you will become a major contributor to the success and growth of the combined enterprise and that in turn your experience as a member of the new Entegris team
will be personally rewarding and serve you well in the future. 
  
 The provisions
of this letter and your employment relationship with new Entegris will be subject to the contingencies set forth in paragraph 7 below. 
  
 1. Duties, Title and Salary. Your position, duties, and compensation in your employment with new Entegris will be as follows: 
  

			
	 Title:
	  	Executive Vice President and Chief Administrative Officer
		
	 Duties:
	  	Responsible for integration activities with respect to Mykrolis and new Entegris as well as for information technology, operations, quality, supply chain, logistics, customer service and
regional administration.
		
	 Reporting Point:
	  	President & CEO
		
	 Base Salary:
	  	$267,000 annually, paid bi-weekly.
		
	 Incentive Plan:
	  	You will be entitled to participate in the new Entegris management variable incentive compensation plan at a level commensurate with your position with new Entegris. It is anticipated that
this plan will commence September 1, 2005. Details of this plan will be communicated to you in the near future.
		
	 Equity Incentive:
	  	Upon the effectiveness of the merger, new Entegris will award you 150,000 shares of restricted stock in new Entegris. The restrictions will lapse with respect to 37.5% of this award on
December 31, 2005; an additional 5.21% on the last business day of each of the twelve fiscal quarters of new Entegris following the closing of the











			
	 	  	Merger. Prior to the time that restrictions lapse, the restricted stock will be non-transferable and will be subject to the risk of forfeiture if your employment with new Entegris terminates.
This award will be subject to the terms of the new Entegris standard restricted stock award agreement.
		
	 Planning Bonus:
	  	As part of the planning committee you are eligible to receive a one time planning bonus in the amount of 30% of your pro rated annual base salary during the period from March 1, 2005 through
June 30, 2005.
		
	 Project Bonus:
	  	Upon successful and timely completion of integration milestones you will also be eligible to receive a one time bonus in the amount of 30% of your annual base salary, in accordance with the
Project Completion Bonus Incentive guidelines.

  
 During your employment by new
Entegris, you agree to devote your entire assigned working time to your duties at new Entegris and to comply with the new Entegris ethics code and with all company policies. You will be given a new employee document package containing employee forms
and agreements, which you will be required to promptly complete, sign and return. 
  
 2. At-Will Employment, etc. While it is our sincere hope and belief that our relationship will be a long one, your employment relationship with new Entegris will be “at-will.” This means your employment is
not for any specific period of time and can be terminated by you or new Entegris at any time, with or without cause or advance notice. In addition, new Entegris will reserve the right to modify your position or duties to meet business needs. Any
change to the at-will employment relationship must be by a specific, written agreement signed by you and by new Entegris’s Senior Vice President & General Counsel. 
  
 3. Prior Employer Service Credit. For purposes of benefit eligibility, vesting, vacation and sick pay accruals for your
employment with new Entegris, you will receive service credit based on your prior service with the Company. 
  
 4 Change of Control Agreement. As a condition to the equity incentive award described above, you will be required to enter into an executive change of
control agreement with new Entegris in replacement and cancellation of your current Amended and Restated Executive Termination Agreement with the Company. This agreement will generally provide for severance benefits and accelerated vesting of stock
option and restricted stock awards in the event that your employment with new Entegris is terminated during a period of two years following a change of control (including the change of control effected by the Merger). The severance benefit will
generally be equal to two years base salary plus variable compensation at the highest level during the three years prior to any change of control termination of employment. This agreement will also contain a two year non-competition clause.

  
 5. Benefits. As a new Entegris employee, you will be entitled
to participate in all benefits that new Entegris currently provides its U.S. employees, subject to the eligibility requirements set forth in new Entegris’s benefit plans and/or policies. New Entegris will reserve the right to change or
eliminate the benefits it provides to all employees on a prospective basis at any time. Due to administrative complexities arising out of the post Merger integration of benefit systems, however, there may be certain benefits in which you will not be
immediately eligible to participate. To minimize any disruption, your existing benefits will be continued during this 










 
interim integration period. Upon becoming a new Entegris employee, you will be eligible for paid holidays pursuant to new Entegris’s holiday schedule,
which will be determined at the beginning of each calendar year. 
  
 6. 401(k) Savings & Investment Plan. It is expected that new Entegris will offer a 401(k) plan with provisions substantially similar to those of the current 401(k) plan of the Company. It is also expected that you will be eligible
to roll your distribution from the Company 401(k) plan into the new Entegris 401(k) plan in accordance with its provisions if you wish to do so. Generally, we expect that new Entegris 401(k) plan will be a combined discretionary employer retirement
contribution plan with a target contribution level determined in the discretion of the new Entegris Board of Directors and a 401(k) plan, which will generally provide for an employer match for employee contributions (currently at the rate of 50% of
employee qualifying contributions up to 6% of compensation), however, specific provisions of the new Entegris plan will be finalized in the coming weeks. 
  
 7. Contingencies. This offer is contingent upon the following: 
  

	 	(a)	Signing a standard new Entegris Employee Agreement; and 

  

	 	(b)	Compliance with federal I-9 requirements (to the extent not already satisfied in connection with your employment with the Company). 

  
 This letter, is intended to outline the general terms of your employment with new Entegris
and represents an offer of employment with respect to the matters covered by paragraphs 1 through 4 but reflects merely our current thinking concerning the matters discussed in paragraphs 5 and 6, which may be subject to adjustment as we proceed
further with the integration planning. 
  
 To indicate your acceptance of this
contingent offer on the terms and conditions set forth in this letter, please sign and date this letter in the space provided below and return it promptly to the Senior Vice President & General Counsel for Entegris. 
  
 We hope your employment with new Entegris will prove mutually rewarding, and we look forward
to having you join us. If you have any questions, please contact the Senior Vice President & General Counsel of Entegris. 
  

	
	 Very truly yours,

	
	 Entegris, Inc.

	
	/s/    Gideon Argov
	Gideon Argov, President & Chief Executive Officer











 I have read this letter in its entirety and agree to the terms and conditions of employment outlined herein. I understand
and agree that this offer of employment is contingent on the factors identified in this letter and that my employment will be at-will. 
  

					
			
	 9Ÿ29Ÿ05
	 	 	 	/s/    Bertrand Loy
	 Date
	 	 	 	 Signature

			
	  	 	 	 	Bertrand Loy
	 	 	 	 	 Printed Name