VERSUM MATERIALS, INC. and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Rights Agent Rights Agreement Dated as of February 28, 2019Rights Agreement • February 28th, 2019 • Versum Materials, Inc. • Miscellaneous chemical products • New York
Rights Agreement, dated as of February 28, 2019 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between Versum Materials, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as rights agent (the “Rights Agent”).
VERSUM MATERIALS, INC. the GUARANTORS party hereto from time to time AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 5.500% Senior Notes due 2024 INDENTURE Dated as of September 30, 2016Indenture • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Arizona
INDENTURE dated as of September 30, 2016, among VERSUM MATERIALS, INC. (the “Company”), the Guarantors party hereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
SEPARATION AGREEMENT by and between AIR PRODUCTS AND CHEMICALS, INC. and VERSUM MATERIALS, INC. Dated as of September 29, 2016Separation Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware
This SEPARATION AGREEMENT (this “Agreement”), dated as of September 29, 2016, is entered into by and between Air Products and Chemicals, Inc., a Delaware corporation (“Air Products”), and Versum Materials, Inc., a Delaware corporation and a wholly owned subsidiary of Air Products (“Versum”). “Party” or “Parties” means Air Products or Versum, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
TAX MATTERS AGREEMENT by and between AIR PRODUCTS AND CHEMICALS, INC. and VERSUM MATERIALS, INC. Dated as of September 29, 2016Tax Matters Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of September 29, 2016, between Air Products and Chemicals, Inc. (“Air Products”), a Delaware corporation, and Versum Materials, Inc. (“Versum” and, together with Air Products, the “Parties”), a Delaware corporation and a wholly owned subsidiary of Air Products. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation Agreement, dated as of the date hereof, between the Parties (the “Separation Agreement”).
INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT by and between AIR PRODUCTS AND CHEMICALS, INC. and VERSUM MATERIALS U.S., LLC Dated as of September 29, 2016Intellectual Property Cross-License Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware
This INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this “Agreement”), dated as of September 29, 2016 (the “Effective Date”), is entered into by and between Air Products and Chemicals, Inc. (“Air Products”), a Delaware corporation with an address at 7201 Hamilton Boulevard, Allentown, Pennsylvania 18195, U.S.A., and Versum Materials U.S., LLC (“Versum”), a limited liability company organized under the laws of the State of Delaware with an address at 7201 Hamilton Boulevard, Allentown, Pennsylvania 18195, U.S.A. (both Air Products and Versum, a “Party” and collectively, the “Parties”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Pennsylvania
This TRANSITION SERVICES AGREEMENT (this “Agreement”), is made and entered into as of the 29th day of September, 2016, by and among Air Products and Chemicals, Inc., a company organized and existing under the Laws of Delaware (“Air Products”), on behalf of itself and those subsidiaries and/or Affiliates of Air Products that will provide transition services pursuant to this Agreement (collectively with Air Products, the “Providers” and each individually, a “Provider”), and Versum Materials, Inc., a company organized and existing under the laws of Delaware (“Versum”), on behalf of itself and those Versum subsidiaries that will receive transition services pursuant to this Agreement (collectively with Versum, the “Recipients” and each individually, a “Recipient”). Each of Air Products and Versum is referred to herein as a “Party,” and together as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of (the “Effective Date”), by and between Versum Materials, Inc., a Delaware corporation (the “Company”) and (the “Executive”);
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) dated as of September 29, 2016, is by and between AIR PRODUCTS AND CHEMICALS, INC., a Delaware corporation (“Air Products”) and VERSUM MATERIALS, INC. a Delaware corporation (“Versum”). “Party” or “Parties” means Air Products or Versum, individually or collectively, as the case may be.
VERSUM MATERIALS, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance-Based Restricted Stock Unit Award Agreement • November 22nd, 2017 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of [DATE] (the “Grant Date”) between Versum Materials, Inc., a Delaware corporation (the “Company”), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate (the “Employee”). For purposes of this Agreement, capitalized terms not otherwise defined herein or in Appendix A attached to this Agreement shall have the meanings set forth in the Versum Materials Inc. Long-Term Incentive Plan (the “Plan”).
GUARANTEE AGREEMENTGuarantee Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • New York
WHEREAS, reference is made to that certain Credit Agreement, dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among (i) Versum Materials, Inc., a Delaware corporation (the “Borrower”), (ii) each Lender from time to time party thereto and (iii) the Citibank, N.A., as collateral agent (in such capacity the “Collateral Agent”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement; and
VERSUM MATERIALS, INC. MARKET-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTMarket-Based Restricted Stock Unit Award Agreement • November 22nd, 2017 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of [DATE] (the “Grant Date”) between Versum Materials, Inc., a Delaware corporation (the “Company”), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate (the “Employee”). For purposes of this Agreement, capitalized terms not otherwise defined herein or in Appendix A attached to this Agreement shall have the meanings set forth in the Versum Materials Inc. Long-Term Incentive Plan (the “Plan”).
April , 2019 Dear : As an employee of Versum Materials, Inc. or its subsidiaries (collectively, “Versum” or the “Company”), you are aware that on April 12, 2019, Versum entered into a definitive Agreement and Plan of Merger (“Merger Agreement”) with...Retention Bonus Agreement • April 12th, 2019 • Versum Materials, Inc. • Miscellaneous chemical products • New York
This retention bonus is personal to you and it is a condition to your receipt of any of the amounts herein that you keep this Agreement confidential and do not discuss this Agreement with anyone other than myself, Human Resources or our Legal Department, and in confidence, your spouse or partner, financial and/or legal advisor (except to the extent the terms of this Agreement are publicly disclosed by the Company).
VERSUM MATERIALS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT for NON-EMPLOYEE DIRECTORSRestricted Stock Unit Award Agreement • February 7th, 2019 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (the “Agreement”) is entered into as of the Grant Date (as defined in Annex A) by and between Versum Materials, Inc. (the “Company”) and Grantee (as defined in Annex A), a non-employee member of the Company’s Board of Directors (the “Board”).
VERSUM MATERIALS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 21st, 2018 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware
THIS AGREEMENT (“Agreement”) is made effective as of [DATE] (“Grant Date”) between Versum Materials, Inc., a Delaware corporation (“Company”), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate (“Employee”). For purposes of this Agreement, capitalized terms not otherwise defined herein or in Appendix A attached to this Agreement have the meanings assigned in the Versum Materials, Inc. Amended and Restated Long-Term Incentive Plan (“Plan”).
FIRST AMENDMENT TOCredit Agreement • October 10th, 2017 • Versum Materials, Inc. • Miscellaneous chemical products • New York
This FIRST AMENDMENT to the Credit Agreement referred to below is entered into as of October 10, 2017 (this “First Amendment”) by and among VERSUM MATERIALS, INC., a Delaware corporation (the “Borrower”), the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), and is made with reference to the Credit Agreement (as defined below). Each of Citigroup Global Markets Inc., Deutsche Bank Securities Inc. (“DBSI”), HSBC Securities (USA) Inc. (“HSBC”), Mizuho Bank, Ltd. (“Mizuho”), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“MUFG”) and Wells Fargo Securities, LLC (“Wells Fargo”, together with Citi, DBSI, HSBC, Mizuho and MUFG, and any of their respective affiliates, the “Arrangers”) is acting as a joint lead arranger and a joint bookrunner in connection with this First Amendment. Capitalized terms not otherwise defined in this First
SECURITY AGREEMENT among VERSUM MATERIALS, INC., THE OTHER GRANTORS PARTY HERETO and CITIBANK, N.A., as Collateral Agent Dated as of September 30, 2016Security Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • New York
Reference is made to that certain Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, each lender from time to time party thereto (collectively, the “Lenders” and individually, each a “Lender”) and Citibank, N.A., as the Administrative Agent and the Collateral Agent.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • March 14th, 2019 • Versum Materials, Inc. • Miscellaneous chemical products • New York
This Amendment No. 1 (this “Amendment”), dated as of March 14, 2019, is made by and between Versum Materials, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as rights agent (the “Rights Agent”), to the Rights Agreement, dated as of February 28, 2019, between the Company and the Rights Agent (the “Rights Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
AMENDMENT AND TERMINATION OF RIGHTS AGREEMENTRights Agreement • April 2nd, 2019 • Versum Materials, Inc. • Miscellaneous chemical products • New York
This Amendment and Termination (this “Amendment and Termination”) of the Rights Agreement (as defined below), dated as of April 2, 2019, is made by and between Versum Materials, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as rights agent (the “Rights Agent”). All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of (the “Effective Date”), by and between Versum Materials, Inc., a Delaware corporation (the “Company”) and (the “Executive”);
VERSUM MATERIALS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 4th, 2016 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of October 1, 2016 (the “Grant Date”) between Versum Materials, Inc., a Delaware corporation (the “Company”), and [FIRST NAME] [LAST NAME], an employee of the Company or an Affiliate (the “Employee”). For purposes of this Agreement, capitalized terms not otherwise defined herein or in Appendix A attached to this Agreement shall have the meanings set forth in the Versum Materials Inc. Long-Term Incentive Plan (the “Plan”).
AGREEMENT AND PLAN OF MERGER among VERSUM MATERIALS, INC., MERCK KGAA and EMD PERFORMANCE MATERIALS HOLDING, INC. Dated as of April 12, 2019Merger Agreement • April 12th, 2019 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 12, 2019, is entered into by and among Versum Materials, Inc., a Delaware corporation (“Versum”), Merck KGaA, a German corporation with general partners (“Parent”), and EMD Performance Materials Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” and together with Parent and Versum, the “Parties” and each, a “Party”).
AGREEMENT AND PLAN OF MERGER betweenAgreement and Plan of Merger • January 29th, 2019 • Versum Materials, Inc. • Miscellaneous chemical products • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of January 27, 2019, is entered into by and between Versum Materials, Inc., a Delaware corporation (“Versum”) and Entegris, Inc., a Delaware corporation (“Entegris” and together with Versum, the “Parties” and each, a “Party”).
