TRANSITION AGREEMENT AND RELEASE
Exhibit 10.1
This Transition Agreement and Release (“Agreement”) is entered into by
and between ▇▇▇▇▇ ▇▇▇▇▇▇▇ (“Executive”) and Entegris, Inc., a Delaware corporation, with corporate headquarters located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(the “Company” or “Entegris” and, together with Executive, the “Parties”). It shall take effect as of the date hereof (the “Effective Date”).
WHEREAS, Executive currently serves as the Chief Financial
Officer of Entegris pursuant to that certain Offer Letter Agreement, dated as of April 8, 2023, by and between Entegris and Executive (the “Offer Letter Agreement”); and
WHEREAS, the Parties each desire to enter into this
Agreement to set forth the Parties’ agreement as to the transition of Executive’s duties and responsibilities in connection with Executive’s departure from the Company and the hiring of an individual to succeed Executive as the Chief Financial
Officer of the Company (the “Successor CFO”).
NOW, THEREFORE, in consideration of the premises and the
representations, covenants and obligations herein contained, the Company and Executive, intending to be legally bound, hereby agree as follows:
| 1. |
Termination of Employment and Transition Period.
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| (a) |
Executive’s employment with the Company and each of its subsidiaries and affiliates within the meaning of Rule 12b-2 promulgated under Section 12 of the Securities
Exchange Act of 1934, as amended, (the “Company Group”) shall cease effective as of the earliest to occur of (x) May 15, 2026, (y) the date of Executive’s
termination of employment due to Executive’s death or disability, and (z) the date that Executive fails to or refuses (other than as a result of Executive’s death or disability) to perform Executive’s role as the Chief Financial Officer of
the Company or, following the CFO Transition Date, the Transition Services (such date of termination of employment, the “Transition Separation Date”). The Parties
acknowledge and agree that the Transition Separation Date shall constitute a termination of employment from the Company Group without “cause” within the meaning of the Offer Letter Agreement.
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| (b) |
Executive’s employment with the Company Group as the Chief Financial Officer of the Company shall cease effective as of February 28, 2026 (the “CFO Transition Date”). From and after the CFO Transition Date until the Transition Separation Date, Executive shall be employed by, and shall serve as, Special Advisor
to the Chief Executive Officer of the Company (such period, the “Transition Period”). During the Transition Period, Executive shall perform for the Company Group
services related to transition matters as reasonably directed by Chief Executive Officer of the Company (the “Transition Services”). Executive acknowledges and
agrees that, unless otherwise mutually agreed between the Executive and the Company, Executive shall not announce the acceptance of employment or service with any employer until following the Transition Separation Date (without regard to
any date triggered by as a result of clause (z) of such term).
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| 2. |
Payments and Benefits.
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| (a) |
Contingent upon Executive’s timely execution of, and compliance with, the terms and conditions of this Agreement, Executive shall, through the Transition Separation
Date (i) continue to be paid Executive’s current base salary ($590,000 per year, it being understood and agreed that Executive shall not be eligible to receive an annual merit increase in respect of 2026), (ii) remain eligible to
participate in the Company’s benefit plans and arrangements in which Executive currently participates, subject to the terms and conditions of each such plan or arrangement (it being understood and agreed that Executive shall not be eligible
to receive an annual equity award in respect of 2026), (iii) remain eligible to vest in Executive’s outstanding long-term equity incentive awards in accordance with the terms of such awards and (iv) remain eligible to receive an annual
bonus in respect of the 2025 performance year.
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| (b) |
Contingent upon (i) Executive’s timely execution of and compliance with the terms and conditions of this Agreement and timely execution and non-revocation of the
Supplemental Release set forth on Exhibit A hereto, and (ii) Executive’s loyal and diligent best efforts at performing all assigned tasks until the Transition
Separation Date, Entegris shall provide Executive with the following transition benefits:
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| I. |
Entegris shall pay Executive a lump-sum cash severance payment of $590,000, which shall be paid to Executive on or prior to the 61st day following the
Transition Separation Date.
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| II. |
Entegris shall continue to pay the employer share of Executive’s currently elected medical, dental and group life insurance benefits, equal to the share of the
premium paid by Entegris for active employees with similar or the same coverage for twelve (12) months following the Transition Separation Date.
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| III. |
Entegris shall pay Executive (x) a lump-sum cash payment in respect of Executive’s annual cash bonus award in respect of the 2026 performance year, which shall be
paid to Executive at the same time as annual cash bonus awards in respect of the 2026 performance year are paid to executives of Entegris generally and at the actual level of attainment of the applicable performance metrics and (y) a
lump-sum cash payment of $280,000, which shall be paid to Executive on or prior to the 61st day following the Transition Separation Date; provided,
that Executive shall not be eligible to receive such payments in the event that the Transition Separation Date occurs as a result of clause (z) of such term or in the event of any breach of the terms and conditions of this Agreement
(inclusive of Sections 5-8 of this Agreement).
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| 3. |
Release. In exchange for the benefits provided Executive under this Agreement, which
Executive acknowledges that Executive would not otherwise be entitled, on Executive’s own behalf and on behalf of Executive’s heirs, executors, administrators, beneficiaries, fiduciaries, personal representatives, agents and assigns,
Executive hereby fully, forever, irrevocably and unconditionally releases, remises and discharges Entegris, its affiliates, subsidiaries, parent companies, predecessors, and successors, and all of their respective past and present officers,
directors, stockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts,
agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that Executive ever had from the beginning of time until the date that
Executive signs this Agreement, whether known or unknown, of any kind or description, including without limitation any causes or actions, rights or claims in any way related to, connected with or arising out of Executive’s employment or
termination of employment, including but not limited to any claims for discrimination, harassment, retaliation, wrongful discharge, failure to pay wages or any other violation of any law regulating employee rights, including without
limitation, pursuant to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866; the Americans with Disabilities Act; the Family and Medical Leave Act, the Fair Credit Reporting Act, the Genetic
Information Nondiscrimination Act, Section 211 of the Energy Reorganization Act, the Fair Labor Standards Act, the Equal Pay Act, the Older Workers Benefit Protection Act of 1990, the Employee Retirement Income Security Act of 1974, the
Pregnancy Discrimination Act, the Equal Pay Act of 1963, all as amended; all claims arising out of the Massachusetts Fair Employment Practices Act, Mass. Gen. Laws ch. 151B, § 1 et seq., the Massachusetts Wage Act, Mass. Gen. Laws ch. 149,
§ 148 et seq. (Massachusetts law regarding payment of wages and overtime), the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102 and Mass. Gen. Laws
ch. 214, § 1C, the Massachusetts Labor and Industries Act, Mass. Gen. Laws ch. 149, § 1 et seq., Mass. Gen. Laws ch. 214, § 1B (Massachusetts right of privacy law), the Massachusetts Parental Leave Act, Mass. Gen. Laws ch. 149, § 105D, the
Massachusetts Sexual Harassment Statute, the Massachusetts Paid Family and Medical Leave Act, and the Massachusetts Small Necessities Leave Act, Mass. Gen. Laws ch. 149, § 52D, all as amended; as well as any claims under local statutes and
ordinances that may be legally waived and released; including any amendments and their respective implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) the fair employment
practices statutes of the state or states in which Executive has provided services to Entegris or any predecessor corporation, or any other federal, state or local law, regulation or other requirement; as well as any and all common law
claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, retaliation, misrepresentation, fraud, wrongful discharge, and breach of contract; all claims to any non-vested ownership interest in
Entegris, contractual or otherwise; all state and federal whistleblower claims to the maximum extent permitted by law; and any claim or damage arising out of Executive’s employment with and/or separation from Entegris (including a claim for
retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above.
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Executive agrees that Executive has carefully considered the terms of this Agreement, including the release of claims set forth
above, and that Executive voluntarily and knowingly enters into this Agreement.
This Agreement, including the release of claims set forth above, creates legally binding
obligations and Entegris advises Executive to consult an attorney before signing this Agreement.
Executive acknowledges and understands that this is a General Release and by signing this Agreement, Executive is giving up
Executive’s rights to file any claim in court, to have Executive’s claims heard by a jury or judge, and to seek and/or receive any form of compensation from any Released Party arising from Executive’s employment or separation from employment.
Executive further acknowledges that this Agreement does not waive, release or discharge Executive’s rights in connection with: (i)
filing a charge, claim or complaint with the Equal Employment Opportunity Commission (EEOC), the Massachusetts Commission Against Discrimination (MCAD), or any other federal, state or local agency, (ii) participating in or cooperating with any
investigation or proceeding conducted by, or communicating with, the EEOC, MCAD or any other federal, state or local governmental agency, (iii) filing any claims that cannot be released or waived by law, such as unemployment benefits and workers
compensation, (iv) Executive’s rights to enforce this Agreement, (v) any rights to vested benefits; and (vi) any claim for indemnification or defense from or through Entegris or its insurers, any applicable insurance policies or under applicable
law, with respect to prior actions or inactions related to Executive’s duties for Entegris. By signing this release Executive acknowledges Executive is waiving any rights to any monetary recovery from any Released Party for any claims that may be
waived; provided, however, that Executive acknowledges that nothing in this Agreement limits
Executive’s right to receive an award from a government agency for information provided to such agency.
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| 5. |
Continuing Obligations. Executive acknowledges and reaffirms Executive’s
confidentiality and non-disclosure obligations not to use or disclose any and all non-public information concerning Entegris that Executive acquired during the course of Executive’s employment with Entegris, including any non-public
information concerning Entegris’ business affairs, business prospects, and financial condition, except as otherwise permitted by Paragraph 8 below.
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For purposes of clarification, but not limitation, this means that Executive shall not disclose, through any medium, either orally
or in writing, including, but not limited to, electronic mail, television or radio, computer networks or Internet bulletin boards, blogs, social media, such as Facebook, LinkedIn, or Twitter, or any other form of communication to any third party
any and all information of Entegris and its affiliates that is not generally known to the public including, without limitation, all strategic business plans, marketing and sales data and information, all information relating to financial,
technical, manufacturing, operations, product and systems matters, personnel matters obtained pursuant to Executive’s duties and responsibilities, as well as all information received by Entegris or any of its affiliates from customers or other
third parties with any understanding, express or implied, that the information would not be disclosed.
Executive hereby reaffirms Executive’s obligations under the Restrictive Covenant Agreement included in Executive’s RSU Award
Agreements, PSU Award Agreements and Stock Option Award Agreements and represents that Executive shall comply with the terms of such agreements.
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| 9. |
Return of Entegris Documents and Other Property. In signing this Agreement, Executive
represents and warrants that, as of the Transition Separation Date, Executive shall return or has returned to Entegris any and all documents, materials and information (whether in hardcopy, on electronic media or otherwise) related to
business of Entegris or any of its affiliates and all keys, access cards, credit cards, laptops, computer hardware and software, storage devices (flash drives, thumb drives, etc.), tablets, smartphones, telephones and telephone-related
equipment and all other property of Entegris and its affiliates in Executive’s possession or control. Further, Executive represents and warrants that Executive shall not retain any copy of any documents, materials, or information of
Entegris or any of its affiliates (whether in hardcopy, on electronic media or otherwise) after Executive’s termination date. Recognizing that Executive’s employment with Entegris will be ending, Executive agrees that Executive shall not,
for any purpose, attempt to access or use any Entegris computer or computer network or system after the date of Executive’s termination from employment with Entegris. Further, Executive acknowledges that Executive has disclosed to Entegris
(or shall do so prior to the date Executive’s employment terminates) all passwords necessary or desirable to enable Entegris to access all information which Executive has password-protected on any of its computer equipment or on its
computer network or system.
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| 11. |
Governing Law. This Agreement shall be construed and interpreted in accordance with the
laws of the Commonwealth of Massachusetts and may be pleaded as a full and complete defense to any action, suit, or proceeding relating to Executive’s employment with Entegris.
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| 15. |
Voluntary Assent. In signing this Agreement, Executive gives Entegris assurance that
Executive has signed it voluntarily and with a full understanding of its terms; that Executive has had sufficient opportunity, before signing this Agreement, to consider its terms and has been advised by Entegris to consult with an
attorney, if Executive wished to do so, and that, in signing this Agreement, Executive has not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement.
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| 18. |
Effect of Void Provision. If a Party successfully asserts that any provision in this
Agreement is void, illegal or unenforceable, in whole or in part, then the other provisions contained herein shall remain in full force and effect as if the provision that was determined to be void, illegal, or unenforceable had not been
contained herein; provided, however, that if any Party’s release of claims as set
forth in Paragraph 3 is deemed unenforceable in whole or in part, such Party agrees to promptly execute a full and general release of claims that is enforceable to the fullest extent provided by law.
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| 19. |
Withholdings. The Company shall be entitled to withhold from any amounts payable under
this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold or by its policies it customarily withholds.
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| 21. |
Each Party the Drafter. This Agreement and the provisions contained herein will not be
construed or interpreted for or against any Party to this Agreement because that Party drafted or caused that Party’s legal representative to draft any of its provisions.
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| 23. |
Arbitration.
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This agreement to arbitrate does not apply to claims for workers’ compensation benefits or unemployment benefits. This agreement to
arbitrate does not apply to enforcement of any Restrictive Covenant Agreement. In order to ensure that employee benefit plan claims procedures comply fully with Department of Labor regulations (for example, 29 C.F.R. § 2560.503-1(c)(4)), this
agreement to arbitrate also does not apply to claims arising under the Employee Retirement Income Security Act (“ERISA”). Disputes that may not be subject to a pre-dispute
arbitration agreement, such as provided by the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (Public Law 111-203), also are excluded from the coverage of this Agreement.
This agreement to arbitrate does not prevent Executive from (i) reporting possible violations of federal or state law or regulation
to any governmental agency or entity including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower
provisions of federal law or regulation; (ii) filing a charge of discrimination with the Equal Employment Opportunity Commission or a state administrative agency; (iii) cooperating with the Equal Employment Opportunity Commission or a state
administrative agency in an investigation of alleged discrimination; or (iv) testifying in any cause of action when required to do so by law. However, except where prohibited by law, Executive waives any right to recover from Entegris any damages,
attorneys’ fees, or other relief in any Claim or suit brought by or through the Equal Employment Opportunity Commission or any other state or local agency on Executive’s behalf under the Age Discrimination In Employment Act, as amended, Title VII
of the Civil Rights Act of 1964, as amended, or the Americans With Disabilities Act, as amended, and under any Claim on Executive’s behalf under any other federal, state or local law unless such award is made by an arbitrator pursuant to the terms
of this Agreement. ▇▇▇▇▇▇▇▇ and Executive recognize and agree that they are both engaged in interstate commerce and that their relationship involves interstate commerce and that, accordingly, the provisions of the Federal Arbitration Act (“FAA”), 9 U.S.C. §1 et. seq., apply to this Arbitration Agreement.
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| (b) |
Time for Filing. Any request to arbitrate any claims asserting any violation of local,
state or federal statutes or regulations or ordinances must be submitted in writing to the AAA within the timeframes provided by the statute of limitations applicable to the particular claims submitted. Any failure to timely request
arbitration shall constitute a waiver of all rights to raise any claims in any forum arising out of any dispute that was subject to arbitration.
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| (e) |
Powers and Duties of Arbitrator. The Arbitrator shall have those powers and duties
authorized by applicable statute, the Employment Arbitration Rules, and listed below. The Arbitrator shall have the power to rule on motions regarding the pleadings and discovery subject to the limitations contained herein. The Arbitrator
shall have issued protective orders on the motion of any party or third- party witness. Such protective orders may include, but are not limited to, sealing the record of the arbitration in whole or in part (including discovery proceedings
and motions, transcripts, and the decision and award) to protect the privacy or other constitutional or statutory rights of parties and/or witnesses.
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The Arbitrator shall have the power to determine only the dispute submitted to him or her by ▇▇▇▇▇▇▇▇ or Executive. The dispute
shall be identified with particularity in the Demand for Arbitration or in any counterclaims or answers thereto. Any dispute not identified in those pleadings is outside the scope of the Arbitrator’s jurisdiction. Any award in excess of the amount
demanded in the Notice of Intent to Demand Arbitration served prior to the Demand for Arbitration is outside the scope of the Arbitrator’s authority. The Arbitrator shall not have any authority to hear claims on a class action or collective action
basis and shall not have any authority to award relief to a class or collective group. The parties intend to waive their right to have claims heard on a class action or collective action basis to the fullest extent permitted by law.
The Arbitrator must entertain dispositive motions if filed by Entegris or Executive. The Arbitrator shall set appropriate deadlines
for the submission of such dispositive motions and for the filing of any response thereto. Upon reaching a decision regarding the merits of the case, the Arbitrator shall issue a concise written opinion that explains the legal and factual basis for
the decision and or award.
The Arbitrator shall have the sole and exclusive authority to decide questions regarding the enforceability of this Agreement, the
arbitrability of a particular dispute, and the interpretation of terms of this Agreement or terms contained in the Employment Arbitration Rules, except the Arbitrator shall not have the authority to decide any dispute regarding the enforceability
of the parties’ agreement not to arbitrate claims on a class or collective action basis. Only a court of competent jurisdiction may rule on the enforceability of the parties’ agreement to arbitrate exclusively on an individual basis and not on a
class or collective action basis.
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| (g) |
Fees and Costs. Arbitration administrative fees, arbitrator compensation, filing fees,
hearing fees, postponement/cancellation fees, and hearing room rental fees shall be borne by the parties in accordance with the “employer-promulgated plans” provisions of the Employment Arbitration Rules.
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Each party shall be responsible for its own attorneys’ fees, unless applicable law provides otherwise.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the dates indicated below with the understanding it is to take effect when signed by both parties.
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Date: January 19, 2026
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▇▇▇▇▇ ▇▇▇▇▇▇▇
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ENTEGRIS, INC.
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Date: January 19, 2026
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By /s/ ▇▇▇ ▇▇▇▇
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▇▇▇ ▇▇▇▇
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Corporate Communications
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EXHIBIT A
By signing this Supplemental Release Agreement where indicated below, I acknowledge and agree that I am hereby extending, through and including the date I sign below,
the application of all of my representations, obligations, acknowledgements, and other provisions reflected in the Transition Agreement and Release, (the “Agreement”) that
I entered into relating to my separation from employment with Entegris, Inc.(the “Company”), including but not limited to my full and binding release and waiver of all
claims, from the beginning of time to the date I sign this Supplemental Release Agreement, against the Company or any of the Released Parties (as defined in the Agreement) under Paragraph 3 of the Agreement, to the greatest extent permitted under
applicable law. I am also releasing all claims arising out of or relating to the Age Discrimination in Employment Act of 1967 (ADEA), and that I have been given at least 21 days to consider the release any claims related to the ADEA. Once this
Supplemental Release Agreement is executed I understand that I may rescind this Supplemental Release Agreement, within seven (7) calendar days following the date of my signature. To be effective, any rescission within the relevant time periods must
be in writing and delivered to Entegris in care of the General Counsel. If sent by mail, any rescission must be postmarked within the relevant time period, must be properly addressed, and must be sent by certified mail, return receipt requested. If
I do not rescind this Agreement, then, at the expiration of such seven (7) day period, this Agreement shall take effect (the “Effective Date”) as a legally-binding
agreement between me and Entegris on the basis set forth herein.
I acknowledge that I have been paid all wages due to me through the Transition Separation Date.
I understand and agree that, pursuant to the terms of the Agreement, I am only eligible to receive certain consideration described therein if I timely execute this
Supplemental Release and otherwise satisfy all terms and conditions set forth in the Agreement. I further understand and acknowledge that the consideration given for this waiver and release is in addition to anything of value to which I was already
entitled.
I agree that my signature below constitutes my certification that I have returned all documents and other items provided to me by the Company, developed or obtained by
me in connection with my employment with the Company, or otherwise belonging to the Company, including, but not limited to, all passwords to any software or other programs or data that I used in performing services for the Company. I understand
that I am not to sign and return this Supplemental Release until my Transition Separation Date (as defined in the Agreement).
I HAVE READ THIS GENERAL RELEASE THOROUGHLY, UNDERSTAND ITS TERMS AND HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY. I UNDERSTAND THAT THIS SUPPLEMENTAL RELEASE IS A LEGAL
DOCUMENT.
IN WITNESS WHEREOF, Executive has executed this Supplemental Release Agreement as of the date set forth below.
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Date:
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