EXHIBIT 10.5 LEASE AGREEMENT --------------- THIS LEASE AGREEMENT made and entered into as of the 25th day of November, 1985, by and between Roger G. Little, Trustee of SPI-Trust, under a declaration of trust, dated May 3, 1976, and recorded with...Lease Agreement • March 16th, 2001 • Millipore Microelectronics Inc • Massachusetts
EXHIBIT 10.4 Indemnification Agreement This Agreement, made and entered into this _______ day of __________, 2001 ("Agreement"), by and between Mykrolis Corporation, a Delaware corporation ("Company"), and [_____________] ("Indemnitee"): WHEREAS, it...Indemnification Agreement • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments • Delaware
Common StockUnderwriting Agreement • July 20th, 2001 • Mykrolis Corp • Laboratory analytical instruments • New York
EXHIBIT 10.14 TAX SHARING AGREEMENT THIS AGREEMENT is entered into as of March 31, 2001 (the "Effective Date") between Millipore Corporation ("Millipore") and Mykrolis Corporation ("Mykrolis"). WHEREAS, certain members of the Millipore Group (as...Tax Sharing Agreement • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments
EXHIBIT 10.19 RESEARCH AGREEMENT This Agreement is made effective this 31st day of March, 2001, by and between Millipore Corporation, a Massachusetts Corporation ("Millipore"), and Mykrolis Corporation, a Delaware corporation, ("Mykrolis")....Research Agreement • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments • Massachusetts
EXHIBIT 10.6 COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • March 16th, 2001 • Millipore Microelectronics Inc
EXHIBIT 10.15 EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • July 20th, 2001 • Mykrolis Corp • Laboratory analytical instruments • Massachusetts
RECITALSContract Manufacturing Agreement • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments
EXHIBIT 2.1 MASTER SEPARATION AND DISTRIBUTION AGREEMENTMaster Separation and Distribution Agreement • March 16th, 2001 • Millipore Microelectronics Inc • Massachusetts
GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT Between MILLIPORE CORPORATION and MILLIPORE MICROELECTRONICS, INC.General Assignment and Assumption Agreement • March 16th, 2001 • Millipore Microelectronics Inc • Massachusetts
EXHIBIT 10.16 MASTER TRANSITIONAL SERVICES AGREEMENTMaster Transitional Services Agreement • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments • Massachusetts
RECITALSProduct Distribution Agreement • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 3rd, 2003 • Mykrolis Corp • Laboratory analytical instruments • Delaware
This Agreement, made and entered into this 1st day of May, 2003 (“Agreement”), by and between Mykrolis Corporation, a Delaware corporation (“Company”), and Gerry Mackay (“Indemnitee”):
RECITALSMaster Trademark License Agreement • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments • Massachusetts
AGREEMENT AND PLAN OF MERGER by and among ENTEGRIS, INC. MYKROLIS CORPORATION and EAGLE DE, INC. Dated as of March 21, 2005Merger Agreement • 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”).
On the fifteenth (15/th/) business day following the IPO Closing Date, FOR VALUE RECEIVED, Mykrolis Corporation, a Delaware corporation (the "Company"), hereby promises to pay to Millipore Corporation, a Massachusetts corporation ("Payee") OR ORDER...Separation Note • July 20th, 2001 • Mykrolis Corp • Laboratory analytical instruments
Due: 15 Days following the IPO Closing Date (as defined in the Master Separation and Distribution Agreement, dated as of March 28, 2001)
BETWEENLease Agreement • May 15th, 2002 • Mykrolis Corp • Laboratory analytical instruments
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
RECITALSMembrane Manufacture and Supply Agreement • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments
Drawdown Date: From time to time at the request of the Borrower until the below specified Repayment Date, but only in multiples of U.S.$ 100,000. Repayment Date: The earlier of fifteen (15) business days following the IPO Closing Date (as defined in...Separation Revolving Credit Agreement • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments
EXHIBIT 10.12 MASTER INVENTION DISCLOSURE ASSIGNMENT -------------------------------------- This Agreement, dated March 31, 2001, between Millipore Corporation, a Massachusetts corporation having a place of business at 80 Ashby Road, Bedford,...Master Invention Disclosure Assignment • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments
andCommon Stock Rights Agreement • December 10th, 2001 • Mykrolis Corp • Laboratory analytical instruments • Massachusetts
EXHIBIT 10.9 MASTER PATENT GRANTBACK LICENSE AGREEMENT This Master Patent Grantback License Agreement (the "Agreement') is effective as of March 31, 2001 (the "Effective Date"), between Millipore Corporation, a Massachusetts corporation, having an...Master Patent Grantback License Agreement • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments • Massachusetts
EXECUTIVE TERMINATION (CHANGE OF CONTROL) AGREEMENTExecutive Termination (Change of Control) Agreement • November 3rd, 2003 • Mykrolis Corp • Laboratory analytical instruments • Massachusetts
Agreement between MYKROLIS CORPORATION, a Delaware corporation with offices at 129 Concord Road, Billerica, MA 01821 (“Mykrolis” or the “Company”) and Gerry Mackay (the “Executive”) dated May 1, 2003.
Exhibit 10.8 MASTER PATENT LICENSE AGREEMENT This Master Patent License Agreement (the "Agreement') is effective as of March 31, 2001 (the "Effective Date"), between Millipore Corporation, a Massachusetts corporation, having an office at 80 Ashby...Master Patent License Agreement • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments • Massachusetts
EXHIBIT 10.13 MASTER TRADE SECRET and KNOW-HOW AGREEMENT This Master Trade Secret and Know-How Agreement (the "Agreement') is effective as of March 31, 2001 (the "Effective Date"), between Millipore Corporation, a Massachusetts corporation ("MIL"),...Master Trade Secret and Know-How Agreement • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments • Massachusetts
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”).
EXHIBIT 10.13 MASTER TRADE SECRET and KNOW-HOW AGREEMENT This Master Trade Secret and Know-How Agreement (the "Agreement") is effective as of March 31, 2001 (the "Effective Date"), between Millipore Corporation, a Massachusetts corporation ("MIL"),...Master Trade Secret and Know-How Agreement • July 20th, 2001 • Mykrolis Corp • Laboratory analytical instruments • Massachusetts
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.
EXHIBIT 10.7 MASTER PATENT ASSIGNMENT ------------------------ This Agreement, dated March 31, 2001, between Millipore Corporation, a Massachusetts corporation having a place of business at 80 Ashby Road, Bedford, Massachusetts 01730 ("Millipore") and...Master Patent Assignment • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments
This Agreement, dated March 31, 2001, between Millipore Corporation, a Massachusetts corporation having a place of business at 80 Ashby Road, Bedford, Massachusetts 01730 ("Millipore") and Mykrolis Corporation, a Delaware corporation, having a place of business at Patriots Park, Bedford, Massachusetts 01730 ("Mykrolis").
EXHIBIT 10.10 MASTER TRADEMARK ASSIGNMENT --------------------------- This Agreement, dated the 31st of March 2001, between Millipore Corporation, a Massachusetts corporation having a place of business at 80 Ashby Road, Bedford, Massachusetts 01730...Master Trademark Assignment • June 5th, 2001 • Mykrolis Corp • Laboratory analytical instruments
This Agreement, dated the 31st of March 2001, between Millipore Corporation, a Massachusetts corporation having a place of business at 80 Ashby Road, Bedford, Massachusetts 01730 ("Millipore") and Mykrolis Corporation., a Delaware corporation, having a place of business at Patriots Park, Bedford, Massachusetts 01730 ("Mykrolis").
RECITALSMaster Trademark License Agreement • March 16th, 2001 • Millipore Microelectronics Inc • Massachusetts
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.
MYRKOLIS CORPORATION Restricted Stock Award AgreementRestricted Stock Award Agreement • March 11th, 2005 • Mykrolis Corp • Laboratory analytical instruments
In consideration of services rendered by Employee to Mykrolis Corporation (the “Company”) the undersigned Employee: (i) acknowledges that Employee has received an award (the “Award”) of restricted stock from the Company under the 2001 Equity Incentive Plan (the “Plan”), subject to the terms set forth below and to the terms of the Plan; (ii) further acknowledges receipt of a copy of the Plan as in effect on the effective date hereof; and (iii) agrees with the Company as follows:
