NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PROGRAM
OF ATMI, INC. 1998 STOCK PLAN
1.1 NAME AND PURPOSE.
The purpose of the Non-Employee Directors Deferred Compensation Program (the "Program") is to provide
Awards under the 1998 Stock Plan (the "Plan") of ATMI, Inc., a Delaware corporation, to Non-Employee
Directors of the Company as a vehicle to defer receipt of all retainers and meeting fees paid to Non-Employee
Directors, and to permit such deferred amounts to be credited to Stock Accounts, established at the time of each
deferral, equivalent to shares of the Company's Common Stock, at prices contemporaneous with each deferral
Whenever used herein, all capitalized terms not defined herein shall have the meaning set forth in the Plan and the
following terms shall have the meaning set forth or referenced below:
(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) "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.
(f) "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.