Common use of Post-Employment Activities Clause in Contracts

Post-Employment Activities. 8.1 You understand and acknowledge that the provisions of this Section 8 are necessary to protect the legitimate business interests of the ATMI Group and are fair and reasonable for numerous reasons, including your receipt of the consideration expressed in this Agreement. In addition, as a result of your executive position with the Company, you will have access to significant confidential, proprietary or trade secret information of the ATMI Group, so that, if you were employed by a competitor of the ATMI Group, there would be a substantial risk to the ATMI Group of your use of its confidential, proprietary or trade secret information. Likewise, you acknowledge that given your access to confidential and proprietary information of the ATMI Group and access to the employees and customers of the ATMI Group, solicitation of employees and other activities of the type described in this Section could be particularly damaging to the ATMI Group. Based on the foregoing, for a period of twelve (12) months after the termination of your employment with the Company, absent the prior approval of the Company's Board of Directors, you will not directly or indirectly: (a) render any services to, or engage in any activities for, any other person, firm, corporation or business organization which is a supplier of specialty materials to the semiconductor industry, which services or activities relate to any product, process, technology or service in existence or under development which substantially resembles or competes with a product, process, or service of the ATMI Group in existence or under development; (b) solicit, induce or encourage any employee of the ATMI Group to leave his or her employ or offer or cause to be offered employment to any person who is or was employed by the ATMI Group at any time during the six (6) months prior to the termination of your employment with the ATMI Group; the foregoing does not apply to employees who have been terminated by the ATMI Group or to your use of general advertising which is not specifically directed at ATMI Group employees; (c) entice, induce or encourage any of the ATMI Group's other employees or any other person or entity to engage in any activity which, were it done by you, would violate any provision of this Section 8; or (d) otherwise wrongfully interfere with or disrupt the business or activities of the ATMI Group. 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion, subject to the concurrence of the Board of Directors of the Company, give you written approval(s) to engage personally in any activity or render services referred to in Section 8.1 upon receipt of written assurances (satisfactory to the Company and its counsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Section 7 and Section 8.1 will not in any way be jeopardized or violated by such activities; provided, however, the burden of so establishing the foregoing to the satisfaction of the Company and said counsel shall be upon you and your prospective employer(s).

Post-Employment Activities. 8.1 7.1 You understand and acknowledge that the provisions of this Section 8 7 are necessary to protect the legitimate business interests of the ATMI Group Company and are fair and reasonable for numerous reasons, including your receipt of the specific consideration expressed in the second paragraph of this Agreement. , In addition, as a result of your executive position with the Company, you have had, and will have continue to have, access to significant confidential, proprietary or trade secret information of the ATMI GroupCompany, so that, if you were employed by a competitor of the ATMI GroupCompany, there would be a substantial risk to the ATMI Group Company of your use of its confidential, proprietary or trade secret information. Likewise, you acknowledge that given your access to confidential and proprietary information of the ATMI Group and access to the employees and customers of the ATMI Group, solicitation of employees and other activities of the type described in this Section could be particularly damaging to the ATMI Group. Based on the foregoing, for a period of twelve six (126) months after the termination of your employment with the Company, absent the Company's prior written approval (with concurrence by the Board of Directors of the Company's Board of Directors), you will not directly or indirectly: (a) render any services to, or engage in any activities for, any other person, firm, corporation or business organization which is a supplier of specialty materials to the semiconductor industry, which services or activities relate with respect to any product, process, technology or service service, in existence or under development which substantially resembles or competes with a product, process, or service of the ATMI Group Company in existence or under developmentdevelopment upon which you worked or exercised supervisory responsibility at any time during your employment with the Company; (b) solicit, induce or encourage any employee solicit employees of the ATMI Group Company to leave his or her their employ or offer or cause to be offered employment to any person who is or was employed by the ATMI Group Company at any time during the six (6) months prior to the termination of your employment with the ATMI Group; the foregoing does not apply to employees who have been terminated by the ATMI Group or to your use of general advertising which is not specifically directed at ATMI Group employeesCompany; (c) entice, induce or encourage any of the ATMI GroupCompany's other employees or any other person or entity to engage in any activity which, were it done by you, would violate any provision of this Section 8; or (d) otherwise wrongfully attempt to interfere with or disrupt the business or activities of the ATMI GroupCompany or its subsidiaries or affiliates after written notice and a 60-day cure period. You agree that if you act in violation of this Section 7, the number of days that you are in violation will be added to the time period specified in this Section 7. 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion, subject to the concurrence 7.2 Regardless of the Board of Directors of the Companyforegoing, give you written approval(s) to engage personally in any activity or render services referred to in Section 8.1 upon receipt of written assurances (satisfactory to the Company and its counsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of this Section 7 and Section 8.1 will shall not apply to you (i) in the event that the Company breaches any way be jeopardized or violated by such activities; provided, however, the burden of so establishing the foregoing to the satisfaction of the terms and provisions hereof, (ii) the Company and said counsel shall be upon terminates you and your prospective employer(sfor any reason (other than Cause), or (iii) you "resign for just cause" (as described in Section 2.3 hereof).

Post-Employment Activities. 8.1 You understand and acknowledge that the provisions of this Section 8 are necessary to protect the legitimate business interests of the ATMI Group and are fair and reasonable for numerous reasons, including your receipt of the consideration expressed in this Agreement. In addition, as a result of your executive position with the Company, you will have access to significant confidential, proprietary or trade secret information of the ATMI Group, so that, if you were employed by a competitor of the ATMI Group, there would be a substantial risk to the ATMI Group of your use of its confidential, proprietary or trade secret information. Likewise, you acknowledge that given your access to confidential and proprietary information of the ATMI Group and access to the employees and customers of the ATMI Group, solicitation of employees and other activities of the type described in this Section could be particularly damaging to the ATMI Group. Based on the foregoing, for a period of twelve twenty-four (1224) months after the termination of your employment with the Company, absent the prior approval of the Company's Board of Directors, you will not directly or indirectly: (a) render any services to, or engage in any activities for, any other person, firm, corporation or business organization which is a supplier of specialty materials to the semiconductor industry, which services or activities relate to any product, process, technology or service in existence or under development which substantially resembles or competes with a product, process, or service of the ATMI Group in existence or under development; (b) solicit, induce or encourage any employee of the ATMI Group to leave his or her employ or offer or cause to be offered employment to any person who is or was employed by the ATMI Group at any time during the six (6) months prior to the termination of your employment with the ATMI Group; the foregoing does not apply to employees who have been terminated by the ATMI Group or to your use of general advertising which is not specifically directed at ATMI Group employees; (c) entice, induce or encourage any of the ATMI Group's other employees or any other person or entity to engage in any activity which, were it done by you, would violate any provision of this Section 8; or (d) otherwise wrongfully interfere with or disrupt the business or activities of the ATMI Group. 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion, subject to the concurrence of the Board of Directors of the Company, give you written approval(s) to engage personally in any activity or render services referred to in Section 8.1 upon receipt of written assurances (satisfactory to the Company and its counsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Section 7 and Section 8.1 will not in any way be jeopardized or violated by such activities; provided, however, the burden of so establishing the foregoing to the satisfaction of the Company and said counsel shall be upon you and your prospective employer(s).

Post-Employment Activities. 8.1 You understand and acknowledge that the provisions of this Section 8 are necessary to protect the legitimate business interests of the ATMI Group and are fair and reasonable for numerous reasons, including your receipt of the consideration expressed in this Agreement. In addition, 7.1 Except as a result of your executive position with the Company, you will have access to significant confidential, proprietary or trade secret information of the ATMI Group, so that, if you were employed by a competitor of the ATMI Group, there would be a substantial risk to the ATMI Group of your use of its confidential, proprietary or trade secret information. Likewise, you acknowledge that given your access to confidential and proprietary information of the ATMI Group and access to the employees and customers of the ATMI Group, solicitation of employees and other activities of the type described in this Section could be particularly damaging to the ATMI Group. Based on the foregoinghereinafter provide, for a period of twelve one (121) months year after the termination or expiration, for any reason, of your employment with the CompanyCompany hereunder, absent the prior approval of the Company's Board of Directors' prior written approval, you will not directly or indirectly: (a) indirectly engage in activities similar to those described in Section 4.2, nor render any services similar or reasonably related to those which you shall have rendered hereunder to, any person or engage in any activities for, any other person, firm, corporation entity whether now existing or business organization hereafter established which is a supplier of specialty materials to the semiconductor industry, which services directly or activities relate to any product, process, technology or service in existence or under development which substantially resembles or indirectly competes with a product(or proposes or plans to compete with) the Company ("Direct Competitor") in the sale of women's athletic footwear, process, or service of the ATMI Group in existence or under development; (b) solicit, induce or encourage any employee of the ATMI Group to leave his or her employ or offer or cause to be offered employment to any person who is or was employed by the ATMI Group at any time during the six (6) months prior to the termination of your employment with the ATMI Group; the foregoing does not apply to employees who have been terminated by the ATMI Group or to your use of general advertising which is not specifically directed at ATMI Group employees; (c) apparel and related products and services. Nor shall you entice, induce or encourage any of the ATMI GroupCompany's other employees or any other person or entity to engage in any activity which, were it done by you, would violate any provision of this Section 8; or (d) otherwise wrongfully interfere with the Proprietary Information and nor shall you entice, induce or disrupt the business or activities encourage any of the ATMI Group. 8.2 Upon your written request Company's other employees to the Company specifying the activities proposed to be conducted engage in any activity which, were it done by you, would violate any provision of the Proprietary Information and Inventions Agreement or this Section 7. As used in this Agreement, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company may in its discretion, subject hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Proprietary Information and Inventions Agreement. 7.3 Notwithstanding anything contained herein to the concurrence of contrary, in the Board of Directors of the Company, give event that you written approval(s) to engage personally in any activity or render services referred to in Section 8.1 upon receipt of written assurances (satisfactory to voluntarily resign from the Company and its counsel in their discretion) from are not terminated for Cause, we will advise you and from your prospective employer(s) that the integrity within sixty days of the provisions effective date of your termination whether we will enforce the prohibition set forth above in Section 7 and Section 8.1 7.1 against your being involved with a Direct Competitor. if we elect to enforce such prohibitions, we will not in any way be jeopardized or violated by such activities; providedpay you your salary for a period of six (6) months from the date of our notification to you. Further, howeveryou receive an offer from a Direct Competitor which you desire to accept, you may advise the burden of so establishing the foregoing to the satisfaction Company of the position, including all reasonable details and the Company and said counsel shall be upon you and decide within fourteen days of receipt of your prospective employer(s)notice whether they intend to enforce the prohibition.

Post-Employment Activities. 8.1 You understand and acknowledge that the provisions of this Section 8 are necessary to protect the legitimate business interests of the ATMI Group and are fair and reasonable for numerous reasons, including your receipt of the consideration expressed in this Agreement. In addition, as a result of your executive position with the Company, you will have access to significant confidential, proprietary or trade secret information of the ATMI Group, so that, if you were employed by a competitor of the ATMI Group, there would be a substantial risk to the ATMI Group of your use of its confidential, proprietary or trade secret information. Likewise, you acknowledge that given your access to confidential and proprietary information of the ATMI Group and access to the employees and customers of the ATMI Group, solicitation of employees and other activities of the type described in this Section could be particularly damaging to the ATMI Group. Based on the foregoing, for a period of twelve (12) months after the termination of your employment with the Company, absent the prior approval of the Company's ’s Board of Directors, you will not directly or indirectly: (a) render any services to, or engage in any activities for, any other person, firm, corporation or business organization which is a supplier of specialty materials to the semiconductor industry, which services or activities relate to any product, process, technology or service in existence or under development which substantially resembles or competes with a product, process, or service of the ATMI Group in existence or under development; (b) solicit, induce or encourage any employee of the ATMI Group to leave his or her employ or offer or cause to be offered employment to any person who is or was employed by the ATMI Group at any time during the six (6) months prior to the termination of your employment with the ATMI Group; the foregoing does not apply to employees who have been terminated by the ATMI Group or to your use of general advertising which is not specifically directed at ATMI Group employees; (c) entice, induce or encourage any of the ATMI Group's ’s other employees or any other person or entity to engage in any activity which, were it done by you, would violate any provision of this Section 8; or (d) otherwise wrongfully interfere with or disrupt the business or activities of the ATMI Group. 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion, subject to the concurrence of the Board of Directors of the Company, give you written approval(s) to engage personally in any activity or render services referred to in Section 8.1 upon receipt of written assurances (satisfactory to the Company and its counsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Section 7 and Section 8.1 will not in any way be jeopardized or violated by such activities; provided, however, the burden of so establishing the foregoing to the satisfaction of the Company and said counsel shall be upon you and your prospective employer(s).

Post-Employment Activities. 8.1 9.1 You understand acknowledge and acknowledge agree that as a result of, among other things, (i) your access to significant and valuable Confidential Information (as defined in Section 7 above) of the provisions of Company and (ii) the lucrative world-wide market for the Company's expertise, services, products and technology, the restrictions contained in this Section 8 9 are reasonable in all respects and necessary to protect the legitimate business interests of the ATMI Group Company's investments in your training and are fair and reasonable for numerous reasons, including your receipt of the consideration expressed in this Agreement. In addition, as a result of your executive position with the Company, you 's good will have access to significant confidential, proprietary or trade secret information of the ATMI Group, so that, if you were employed by a competitor of the ATMI Group, there would be a substantial risk to the ATMI Group of your use of its confidential, proprietary or trade secret information. Likewise, you acknowledge that given your access to confidential and proprietary information of the ATMI Group and access to the employees and customers of the ATMI Group, solicitation of employees and other activities of the type described in this Section could be particularly damaging to the ATMI Group. business interests. 9.2 Based on the foregoingforegoing and in consideration thereof and of the payments to be made to you by the Company pursuant to this Agreement, for a period of twelve eighteen (1218) months after the termination of your employment with the Company, absent the prior approval of the Company's Board of Directors, Company you will not directly or indirectly: (a) engage in activities (similar or reasonably related to those in which you shall have engaged during the 12 months immediately preceding the termination of your employment with the Company) for, nor render any services (similar or reasonably related to those which you shall have rendered hereunder during such 12 months) to, or engage in any activities for, any other person, firm, corporation firm or business organization which is a supplier directly competes with the Company in any line of specialty materials business engaged in by the Company (or which the Company's Board formally resolved during your employment to be engaged in), whether now existing or established during your employment, nor shall you engage in such activities nor render such services to any other person or entity engaged or about to become engaged in such activities to, for, or on behalf of, any such firm or business organization: (i) in connection with the sale, marketing or promotion to any customer of the Company upon whom you have called or in whose account you participated or supervised on behalf of the Company during the year prior to the semiconductor industrytermination of your employment with the Company, which services or activities relate or (ii) with respect to any product, process, technology or service service, in existence or under development which substantially resembles or competes with a product, process, or service of the ATMI Group Company in existence or under development;development upon which you worked or exercised supervisory responsibility at any time during the year prior to the termination of your employment with the Company: (b) solicit, induce or encourage any employee solicit employees of the ATMI Group Company to leave his or her employ or its employ; (c) offer or cause to be offered employment to any person who is or was employed by the ATMI Group Company at any time during the six (6) months prior to the termination of your employment with the ATMI Group; the foregoing does not apply to employees who have been terminated by the ATMI Group or to your use of general advertising which is not specifically directed at ATMI Group employeesCompany; (cd) entice, induce or encourage any of the ATMI GroupCompany's other employees or any other person or entity to engage in any activity which, were it done by you, would violate any provision of Sections 7 or 8 or this Section 89; or (de) otherwise wrongfully attempt to interfere with or disrupt the business or activities of the ATMI GroupCompany. 8.2 9.3 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion, subject to the concurrence of the Board of Directors of the Company, discretion give you written approval(s) to personally engage personally in any activity or render services referred to in Section 8.1 9.2 upon receipt of written assurances (satisfactory to the Company and its counsel in their discretioncounsel) from you and from your prospective employer(s) that the integrity of the provisions of Section 7 Sections 7, 8 and Section 8.1 9 will not in any way be jeopardized or violated by such activities; provided, however, provided the burden of so establishing the foregoing to the satisfaction of the Company and said counsel shall be upon you and your prospective employer(s).

Post-Employment Activities. 8.1 You understand and acknowledge that If the provisions of this Section 8 are necessary to protect the legitimate business interests of the ATMI Group and are fair and reasonable for numerous reasons, including your receipt of the consideration expressed in this Agreement. In addition, Company retains you as a result of your executive position with consultant pursuant to Section 10, above, then the following restrictions shall apply so long as the Company retains you as a consultant: (a) Absent the Company’s prior written approval, you will have access not directly or indirectly engage in activities (similar or reasonably related to significant confidential, proprietary or trade secret information of those in which you engaged hereunder during the ATMI Group, so that, if you were employed by a competitor of the ATMI Group, there would be a substantial risk to the ATMI Group of your use of its confidential, proprietary or trade secret information. Likewise, you acknowledge that given your access to confidential and proprietary information of the ATMI Group and access to the employees and customers of the ATMI Group, solicitation of employees and other activities of the type described in this Section could be particularly damaging to the ATMI Group. Based on the foregoing, for a period of twelve (12) months after two years immediately preceding the termination of your employment with the Company), absent the prior approval of the Company's Board of Directors, nor render services (similar or reasonably related to those which you will not directly or indirectly: (arendered hereunder during such two years) render in either case to any services to, or engage in any activities for, any other person, firm, corporation firm or business organization which is a supplier directly competes with the Company in any line of specialty materials business engaged in (or planned to be engaged in) by the semiconductor industryCompany, which whether now existing or hereafter established, nor shall you engage in such activities or render such services or activities relate to any productother person or entity engaged or about to become engaged in such activities to, processfor or on behalf of any such firm or business organization, technology or service in existence or under development which substantially resembles or competes with a product, process, or service of the ATMI Group in existence or under development; (b) solicit, induce or encourage any employee of the ATMI Group to leave his or her employ or offer or cause to be offered employment to any person who is or was employed by the ATMI Group at any time during the six (6) months prior to the termination of your employment with the ATMI Group; the foregoing does not apply to employees who have been terminated by the ATMI Group or to your use of general advertising which is not specifically directed at ATMI Group employees; (c) nor shall you entice, induce or encourage any of the ATMI Group's Company’s other employees or any other person or entity to engage in any activity which, were it done by you, would violate any provision of this Section 8; orAgreement. (db) otherwise wrongfully interfere with or disrupt the business or activities of the ATMI Group. 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the The Company may in its discretion, subject to the concurrence of the Board of Directors of the Company, give you written approval(s) to engage personally in any activity or render services referred to in Section 8.1 upon receipt of Subsection (a), above, if it secures written assurances (satisfactory to the Company and its counsel in their discretionCompany) from you and from your the prospective employer(s) that the integrity of the Proprietary Information provisions of Section 7 and Section 8.1 this Agreement will not in any way be jeopardized or violated by such activities; provided, however, provided the burden of so establishing the foregoing to the satisfaction of the Company and said counsel shall be upon borne by Executive. (c) The provisions of Sections 6, 10, and 11 shall be applicable to you and you shall comply therewith. As applied to such consulting period, the term “any line of business engaged in (or planned to be engaged in) by the Company”, as used in Sxxxxxx 0, 00, xxx 00, xxxxx xx applied as at the date of termination of your prospective employer(s)employment.

Post-Employment Activities. 8.1 7.1 You understand acknowledge and acknowledge agree that as a result of, among other things, (i) your access to significant and valuable Confidential Information (as defined in Section 5 above) of the provisions of Company and (ii) the lucrative world-wide market for the Company's expertise, services, products and technology, the restrictions contained in this Section 8 7 are reasonable in all respects and necessary to protect the legitimate business interests of the ATMI Group Company's investments in your training and are fair and reasonable for numerous reasons, including your receipt of the consideration expressed in this Agreement. In addition, as a result of your executive position with the Company, you 's good will have access to significant confidential, proprietary or trade secret information of the ATMI Group, so that, if you were employed by a competitor of the ATMI Group, there would be a substantial risk to the ATMI Group of your use of its confidential, proprietary or trade secret information. Likewise, you acknowledge that given your access to confidential and proprietary information of the ATMI Group and access to the employees and customers of the ATMI Group, solicitation of employees and other activities of the type described in this Section could be particularly damaging to the ATMI Group. business interests. 7.2 Based on the foregoingforegoing and in consideration thereof and of the payments to be made to you by the Company pursuant to this Agreement, for a period of twelve (12) months after the termination of your employment with the Company, absent the prior approval of the Company's Board of Directors, Company you will not directly or indirectly: (a) engage in activities (similar or reasonably related to those in which you shall have engaged during the twelve (12) months immediately preceding the termination of your employment with the Company) for, nor render any services (similar or reasonably related to those which you shall have rendered hereunder during such twelve (12) months) to, or engage in any activities for, any other person, firm, corporation firm or business organization which is a supplier directly competes with the Company in any line of specialty materials business engaged in by the Company (or which the Company's Board formally resolved during your employment to be engaged in), whether now existing or established during your employment, nor shall you engage in such activities nor render such services to any other person or entity engaged or about to become engaged in such activities to, for, or on behalf of; any such firm or business organization: (i) in connection with the sale, marketing or promotion to any customer of the Company upon whom you have called or in whose account you participated or supervised on behalf of the Company during the year prior to the semiconductor industrytermination of your employment with the Company, which services or activities relate or (ii) with respect to any product, process, technology or service service, in existence or under development which substantially resembles or competes with a product, process, or service of the ATMI Group Company in existence or under developmentdevelopment upon which you worked or exercised supervisory responsibility at any time during the year prior to the termination of your employment with the Company; (b) solicit, induce or encourage any employee solicit employees of the ATMI Group Company to leave his or her employ or its employ; (c) offer or cause to be offered employment to any person who is or was employed by the ATMI Group Company at any time during the six (6) months prior to the termination of your employment with the ATMI Group; the foregoing does not apply to employees who have been terminated by the ATMI Group or to your use of general advertising which is not specifically directed at ATMI Group employeesCompany; (cd) entice, induce or encourage any of the ATMI GroupCompany's other employees or any other person or entity to engage in any activity which, were it done by you, would violate any provision of Sections 5 or 6 or this Section 87; or (de) otherwise wrongfully attempt to interfere with or disrupt the business or activities of the ATMI GroupCompany. 8.2 7.3 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion, subject to the concurrence of the Board of Directors of the Company, discretion give you written approval(s) to personally engage personally in any activity or render services referred to in Section 8.1 7.2 upon receipt of written assurances (satisfactory to the Company and its counsel in their discretioncounsel) from you and from your prospective employer(s) that the integrity of the provisions of Section Sections 5, 6 and 7 and Section 8.1 will not in any way be jeopardized or violated by such activities; provided, however, provided the burden of so establishing the foregoing to the satisfaction of the Company and said counsel shall be upon you and your prospective employer(s).

Post-Employment Activities. 8.1 You understand and acknowledge that the provisions of this Section 8 are necessary to protect the legitimate business interests of the ATMI Group Company and are fair and reasonable for numerous reasons, including your receipt of the specific consideration expressed in the second paragraph of this Agreement. In addition, as a result of your executive position with the Company, you have had, and will have continue to have, access to significant confidential, proprietary or trade secret information of the ATMI GroupCompany, so that, if you were employed by a competitor of the ATMI GroupCompany, there would be a substantial risk to the ATMI Group Company of your use of its confidential, proprietary or trade secret information. Likewise, you acknowledge that given your access to confidential and proprietary information of the ATMI Group and access to the employees and customers of the ATMI Group, solicitation of employees and other activities of the type described in this Section could be particularly damaging to the ATMI Group. Based on the foregoing, for a period of twelve thirty-six (1236) months after the termination of your employment with the Company, absent the prior approval of the Company's prior written approval (with concurrence from the Board of DirectorsDirectors of ATMI), you will not directly or indirectly: (a) render any services to, or engage in any activities for, any other person, firm, corporation or business organization which is a supplier of specialty materials to the semiconductor industry, which services or activities relate with respect to any product, process, technology or service service, in existence or under development which substantially resembles or competes with a product, process, or service of the ATMI Group Company in existence or under developmentdevelopment upon which you worked or exercised supervisory responsibility at any time during the two (2) years prior to the termination of your employment with the Company; (b) solicit, induce or encourage any employee solicit employees of the ATMI Group Company to leave his or her their employ or offer or cause to be offered employment to any person who is or was employed by the ATMI Group Company at any time during the six (6) months prior to the termination of your employment with the ATMI Group; the foregoing does not apply to employees who have been terminated by the ATMI Group or to your use of general advertising which is not specifically directed at ATMI Group employeesCompany; (c) entice, induce or encourage any of the ATMI GroupCompany's other employees or any other person or entity to engage in any activity which, were it done by you, would violate any provision of this Section 8; or (d) otherwise wrongfully attempt to interfere with or disrupt the business or activities of the ATMI GroupCompany or its subsidiaries or affiliates after written notice and a 60-day cure period. You agree that if you act in violation of this Section 8, the number of days that you are in violation will be added to the time period specified in this Section 8. 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion, subject to the concurrence of the Board of Directors of the CompanyATMI, give you written approval(s) to engage personally in any activity or render services referred to in Section 8.1 8.l upon receipt of written assurances (satisfactory to the Company and its counsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Section 7 and Section 8.1 8.l will not in any way be jeopardized or violated by such activities; provided, however, the burden of -------- ------- so establishing the foregoing to the satisfaction of the Company and said counsel shall be upon you and your prospective employer(s). Failure of the Company to respond to such written request shall be deemed a rejection of such request.

Post-Employment Activities. 8.1 You understand and acknowledge that the provisions of this Section 8 are necessary to protect the legitimate business interests of the ATMI Group and are fair and reasonable for numerous reasons, including your receipt of the consideration expressed in this Agreement. In addition, as a result of your executive position with the Company, you will have access to significant confidential, proprietary or trade secret information of the ATMI Group, so that, if you were employed by a competitor of the ATMI Group, there would be a substantial risk to the ATMI Group of your use of its confidential, proprietary or trade secret information. Likewise, you acknowledge that given your access to confidential and proprietary information of the ATMI Group and access to the employees and customers of the ATMI Group, solicitation of employees and other activities of the type described in this Section could be particularly damaging to the ATMI Group. Based on the foregoing, for a period of twenty-four (24) months (but only twelve (12) months in the event of termination of your employment by the Company without Cause or by you for Good Reason) after the termination of your employment with the Company, absent the prior approval of the Company's ’s Board of Directors, you will not directly or indirectly: (a) render any services to, or engage in any activities for, any other person, firm, corporation or business organization which is a supplier of specialty materials to the semiconductor industry, which services or activities relate to any product, process, technology or service in existence or under development which substantially resembles or competes with a product, process, or service of the ATMI Group in existence or under development; (b) solicit, induce or encourage any employee of the ATMI Group to leave his or her employ or offer or cause to be offered employment to any person who is or was employed by the ATMI Group at any time during the six (6) months prior to the termination of your employment with the ATMI Group; the foregoing does not apply to employees who have been terminated by the ATMI Group or to your use of general advertising which is not specifically directed at ATMI Group employees; (c) entice, induce or encourage any of the ATMI Group's ’s other employees or any other person or entity to engage in any activity which, were it done by you, would violate any provision of this Section 8; or (d) otherwise wrongfully interfere with or disrupt the business or activities of the ATMI Group. 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion, subject to the concurrence of the Board of Directors of the Company, give you written approval(s) to engage personally in any activity or render services referred to in Section 8.1 upon receipt of written assurances (satisfactory to the Company and its counsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Section 7 and Section 8.1 will not in any way be jeopardized or violated by such activities; provided, however, the burden of so establishing the foregoing to the satisfaction of the Company and said counsel shall be upon you and your prospective employer(s).

Post-Employment Activities. 8.1 You understand and acknowledge that the provisions of this Section 8 are necessary to protect the legitimate business interests of the ATMI Group and are fair and reasonable for numerous reasons, including your receipt of the consideration expressed in this Agreement. In addition, as a result of your executive position with the Company, you will have have, access to significant confidential, proprietary or trade secret information of the ATMI Group, so that, if you were employed by a competitor of the ATMI Group, there would be a substantial risk to the ATMI Group of your use of its confidential, proprietary or trade secret information. Likewise, you acknowledge that given your access to confidential and proprietary information of the ATMI Group and access to the employees and customers of the ATMI Group, solicitation of employees and other activities of the type described in this Section could be particularly damaging to the ATMI Group. Based on the foregoing, for a period of twelve (12) months after the termination of your employment with the Company, absent the prior approval of the Company's ’s Board of Directors, you will not directly or indirectly: (a) render any services to, or engage in any activities for, any other person, firm, corporation or business organization which is a supplier of specialty materials to the semiconductor industry, which services or activities relate to any product, process, technology or service in existence or under development which substantially resembles or competes with a product, process, or service of the ATMI Group in existence or under development; (b) solicit, induce or encourage any employee of the ATMI Group to leave his or her employ or offer or cause to be offered employment to any person who is or was employed by the ATMI Group at any time during the six (6) months prior to the termination of your employment with the ATMI Group; the foregoing does not apply to employees who have been terminated by the ATMI Group or to your use of general advertising which is not specifically directed at ATMI Group employees; (c) entice, induce or encourage any of the ATMI Group's ’s other employees or any other person or entity to engage in any activity which, were it done by you, would violate any provision of this Section 8; or (d) otherwise wrongfully interfere with or disrupt the business or activities of the ATMI Group. 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion, subject to the concurrence of the Board of Directors of the Company, give you written approval(s) to engage personally in any activity or render services referred to in Section 8.1 upon receipt of written assurances (satisfactory to the Company and its counsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Section 7 and Section 8.1 will not in any way be jeopardized or violated by such activities; provided, however, the burden of so establishing the foregoing to the satisfaction of the Company and said counsel shall be upon you and your prospective employer(s).

Post-Employment Activities. 8.1 You understand and acknowledge that the provisions of this Section 8 are necessary to protect the legitimate business interests of the ATMI Group and are fair and reasonable for numerous reasons, including your receipt of the consideration expressed in this Agreement. In addition, as a result of your executive position with the Company, you will have access to significant confidential, proprietary or trade secret information of the ATMI Group, so that, if you were employed by a competitor of the ATMI Group, there would be a substantial risk to the ATMI Group of your use of its confidential, proprietary or trade secret information. Likewise, you acknowledge that given your access to confidential and proprietary information of the ATMI Group and access to the employees and customers of the ATMI Group, solicitation of employees and other activities of the type described in this Section could be particularly damaging to the ATMI Group. Based on the foregoing, for 7.1 For a period of twelve one (121) months year (or for a lesser period should the Company so determine) after the termination or expiration, for any reason, of your employment with the CompanyCompany hereunder (the “Non-Compete Period”), absent the Company’ prior approval of the Company's Board of Directorswritten approval, you will not directly or indirectly: (a) render any services to, or indirectly engage in activities similar or reasonably related to those in which you shall have engaged hereunder during the one (1) year immediately preceding such termination or expiration, nor render services similar or reasonably related to those which you shall have rendered hereunder during such one (1) year, for any activities for, person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly geographically compete with) the Company (a “Direct Competitor”) in any other person, firm, corporation or line of business organization which is a supplier of specialty materials to the semiconductor industry, which services or activities relate to any product, process, technology or service engaged in existence or under development which substantially resembles or competes with a productby the Company; nor shall you entice, processinduce, or service of the ATMI Group in existence encourage, directly or under development; (b) solicitindirectly, induce or encourage any employee of the ATMI Group to leave his or her employ or offer or cause to be offered employment to any person who is or was employed by the ATMI Group at any time during the six (6) months prior to the termination of your employment with the ATMI Group; the foregoing does not apply to employees who have been terminated by the ATMI Group or to your use of general advertising which is not specifically directed at ATMI Group employees; (c) entice, induce or encourage any of the ATMI Group's Company’ other employees or any other person or entity to engage in any activity which, were it done by you, would violate any provision of the Proprietary Information and Inventions Agreement, or this Section 8; 7. As used in this Section 7.1, the term “any line of business engaged in or under development by the Company” shall be applied as at the date of termination of your employment, or (d) otherwise wrongfully interfere with or disrupt , if later, as at the business or activities date of the ATMI Grouptermination of any post-employment consultation. 8.2 Upon your written request 7.2 During the Non-Compete Period, you agree that you will not, directly or indirectly: (i) attempt to the Company specifying the activities proposed to be conducted by youcontact, the Company may in its discretionrecruit, subject to the concurrence of the Board of Directors or solicit any customers of the Company, give you written approval(s; (ii) enter into any agreement with any party to engage personally in recruit or solicit such customers; (iii) request any activity or render services referred to in Section 8.1 upon receipt of written assurances (satisfactory to the Company and its counsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Section 7 and Section 8.1 will not in any way be jeopardized or violated by such activities; provided, however, the burden of so establishing the foregoing to the satisfaction customers of the Company and said counsel to curtail or cancel their business with the Company; (iv) induce any employee of the Company to leave the Company’ employment; (v) assist any other person or entity in requesting or inducing any such employee of the Company to leave such employment; (vi) induce or attempt to induce any employee of the Company to join with you in any capacity, direct or indirect; or (vii) disclose to anyone or publish or use any names of any customers of the Company or any proprietary, secret, or confidential information of the Company (which, for the purposes hereof, shall be upon you as described or defined in the Proprietary Information and your prospective employer(sInventions Agreement).

Post-Employment Activities. 8.1 You understand and acknowledge that the provisions of this Section 8 are necessary to protect the legitimate business interests of the ATMI Group and are fair and reasonable for numerous reasons, including your receipt of the consideration expressed in this Agreement. In addition, as a result of your executive position with the Company, you will have access to significant confidential, proprietary or trade secret information of the ATMI Group, so that, if you were employed by a competitor of the ATMI Group, there would be a substantial risk to the ATMI Group of your use of its confidential, proprietary or trade secret information. Likewise, you acknowledge that given your access to confidential and proprietary information of the ATMI Group and access to the employees and customers of the ATMI Group, solicitation of employees and other activities of the type described in this Section could be particularly damaging to the ATMI Group. Based on the foregoing, for a period of twelve twenty-four (1224) months after following the later of (i) termination of your employment with the Company and (ii) termination of your membership on the Board of Directors of the Company, absent the prior approval of the Company's Board of Directors, you will not directly or indirectly: (a) render any services to, or engage in any activities for, any other person, firm, corporation or business organization which is a supplier of specialty materials to the semiconductor industry, which services or activities relate to any product, process, technology or service in existence or under development which substantially resembles or competes with a product, process, or service of the ATMI Group in existence or under development; (b) solicit, induce or encourage any employee of the ATMI Group to leave his or her employ or offer or cause to be offered employment to any person who is or was employed by the ATMI Group at any time during the six (6) months prior to the termination of your employment with the ATMI Group; the foregoing does not apply to employees who have been terminated by the ATMI Group or to your use of general advertising which is not specifically directed at ATMI Group employees; (c) entice, induce or encourage any of the ATMI Group's other employees or any other person or entity to engage in any activity which, were it done by you, would violate any provision of this Section 8; or (d) otherwise wrongfully interfere with or disrupt the business or activities of the ATMI Group. 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion, subject to the concurrence of the Board of Directors of the CompanyBoard, give you written approval(s) to engage personally in any activity or render services referred to in Section 8.1 upon receipt of written assurances (satisfactory to the Company and its counsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Section 7 and Section 8.1 will not in any way be jeopardized or violated by such activities; provided, however, the burden of so establishing the foregoing to the satisfaction of the Company and said counsel shall be upon you and your prospective employer(s).