AGREEMENT AND PLAN OF MERGER by and among ENTEGRIS, INC. MYKROLIS CORPORATION and EAGLE DE, INC. Dated as of March 21, 2005Agreement and Plan of Merger • May 6th, 2005 • Mykrolis Corp • Laboratory analytical instruments • Delaware
This AGREEMENT AND PLAN OF MERGER (“Agreement”) is dated as of March 21, 2005, by and among Entegris, Inc., a Minnesota corporation (“Entegris”), Mykrolis Corporation, a Delaware corporation (“Mykrolis”), and Eagle DE, Inc., a Delaware corporation and wholly owned subsidiary of Entegris (“Eagle Delaware”).
LETTER AGREEMENT, DATED MARCH 21, 2005 BETWEEN MYKROLIS CORPORATION AND JEAN- MARC PANDRAUDLetter Agreement • May 6th, 2005 • Mykrolis Corp • Laboratory analytical instruments
As you know, we have announced that there will be a merger of equals transaction (the “Merger”) between Mykrolis Corporation (the “Company”) and Entegris, Inc.], with a new Delaware corporation to be called Entegris, Inc. (“new Entegris”) as the surviving corporation. This transaction has been approved by the Boards of Directors of both Mykrolis and Entegris. While the conclusion of this Merger is still subject to stockholder and regulatory approvals, I want to act promptly to advise you of your role in the combined enterprise and the incentive compensation package that will be offered to you upon the effectiveness of the Merger. We believe that the combination of Mykrolis and Entegris 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 si
AMENDMENT NO. 1, DATED MARCH 21, 2005, TO COMMON STOCK RIGHTS AGREEMENT, DATED NOVEMBER 29, 2001 BETWEEN MYKROLIS CORPORATION AND EQUISERVE TRUST COMPANY N.A. AS RIGHTS AGENTCommon Stock Rights Agreement • May 6th, 2005 • Mykrolis Corp • Laboratory analytical instruments • Massachusetts
This AMENDMENT NO. 1 TO THE COMMON STOCK RIGHTS AGREEMENT (this “Amendment”) is made as of March [ ], 2005, between Mykrolis Corporation, a Delaware corporation (the “Company”), and EquiServe Trust Company, N.A. (the “Rights Agent”).
EXECUTIVE TERMINATION AGREEMENT BETWEEN MYKROLIS CORPORATION AND PETER S. KIRLINExecutive Termination Agreement • May 6th, 2005 • Mykrolis Corp • Laboratory analytical instruments • Massachusetts
This Agreement (“Agreement”) between MYKROLIS CORPORATION, a Delaware corporation with offices at 129 Concord Road, Billerica, Massachusetts 01821 (“Mykrolis” or the “Company”) and Peter S. Kirlin (the “Executive”) dated March 19, 2005.
LETTER AGREEMENT, DATED MARCH 21, 2005 BETWEEN MYKROLIS CORPORATION AND BERTRAND LOYLetter Agreement • May 6th, 2005 • Mykrolis Corp • Laboratory analytical instruments
As you know, we have announced that there will be a merger of equals transaction (the “Merger”) between Mykrolis Corporation (the “Company”) and Entegris, Inc. with a new Delaware corporation to be called Entegris, Inc. (“new Entegris”) as the surviving corporation. This transaction has been approved by the Boards of Directors of both Mykrolis and Entegris. While the conclusion of this Merger is still subject to stockholder and regulatory approvals, I want to act promptly to advise you of your role in the combined enterprise and the incentive compensation package that will be offered to you upon the effectiveness of the Merger. We believe that the combination of Mykrolis and Entegris 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 sing
LETTER AGREEMENT, DATED MAY 5, 2005 BETWEEN MYKROLIS CORPORATION AND ROBERT E. CALDWELLLetter Agreement • May 6th, 2005 • Mykrolis Corp • Laboratory analytical instruments • Massachusetts
This letter is to confirm the arrangements surrounding your resignation from the Board of Directors of Mykrolis Corporation upon the effectiveness of the merger of Mykrolis Corporation (“Mykrolis”) with and into Entegris, Inc., a Delaware corporation (the “Merger”). On April 26, 2004 you were elected by the Mykrolis stockholders as a Class 1 director to serve for a three year term until the annual meeting of stockholders for 2007. Under the terms of the Merger agreement Mykrolis is permitted to designate only five members of the board of directors of Entegris, Inc. You have agreed not to be one of the ongoing Mykrolis directors of post Merger Entegris in accordance with the terms and conditions of this letter.
EMPLOYMENT AGREEMENT, DATED MAY 4, 2005 BETWEEN MYKROLIS CORPORATION AND GIDEON ARGOVEmployment Agreement • May 6th, 2005 • Mykrolis Corp • Laboratory analytical instruments • Massachusetts
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 4, 2005 (the “Effective Date”) is made by and between Gideon Argov (the “Executive”) and Mykrolis Corporation, a Delaware corporation (“Mykrolis”).
LETTER AGREEMENT, DATED MARCH 21, 2005 BETWEEN MYKROLIS CORPORATION AND FRED FAULKNERLetter Agreement • May 6th, 2005 • Mykrolis Corp • Laboratory analytical instruments
This assignment will be a temporary assignment of up to 18 months duration. 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.
LETTER AGREEMENT, DATED MARCH 21, 2005 BETWEEN MYKROLIS CORPORATION AND GIDEON ARGOVLetter Agreement • May 6th, 2005 • Mykrolis Corp • Laboratory analytical instruments
As you know, we have announced that there will be a merger of equals transaction (the “Merger”) between Mykrolis Corporation (the “Company”) and Entegris, Inc., with a new Delaware corporation to be called Entegris, Inc. (“new Entegris”) as the surviving corporation. This transaction has been approved by the Boards of Directors of both Mykrolis and Entegris. While the conclusion of this Merger is still subject to stockholder and regulatory approvals, I want to act promptly to advise you of your role in the combined enterprise and the incentive compensation package that will be offered to you upon the effectiveness of the Merger. We believe that the combination of Mykrolis and Entegris 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 sin
