Employee Restricted Stock Grant Agreement — Non-Executive Management
THIS AGREEMENT, made as of the Grant Date, between ATMI, Inc. (the “ Company ”) and
[ employee ] (the “ Participant ”).
WHEREAS, the Company has adopted and maintains the ATMI, Inc. 2003 Stock Plan (the “ Plan ”),
attached hereto as Exhibit A;
WHEREAS, the Plan provides that the Board of Directors of the Company shall administer the Plan and
determine the key persons to whom awards shall be granted and the amount and type of such awards; and
WHEREAS, the Board of Directors has determined that the purposes of the Plan would be furthered by
granting the Participant an award under the Plan as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the
parties hereto hereby agree as follows:
1. Grant of Restricted Stock . Pursuant to, and subject to, the terms and conditions set forth herein and in
the Plan, the Board of Directors hereby grants to the Participant _____ restricted shares (the “ Restricted Stock
”) of common stock of the Company, par value $0.01 per share (“ Common Stock ”).
2. Grant Date . The Grant Date of the Restricted Stock is _____(the “ Grant Date ”).
3. Incorporation of Plan . All terms, conditions and restrictions of the Plan are incorporated herein and
made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this
Agreement, the terms and conditions of the Plan, as interpreted by the Board of Directors, shall govern. Except
as otherwise provided herein, all capitalized terms used herein shall have the meaning given to such terms in the
4. Vesting . Subject to the further provision of this Agreement, the Restricted Stock shall vest with respect
to a number of whole shares as close as possible to the following percentage of the total number of share