UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) April 26, 2013

 

 

ENTEGRIS, INC.

(Exact name of registrant as Specified in its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

 

001-32598   41-1941551

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

129 Concord Road, Billerica, MA   01821
(Address of principal executive offices)   (Zip Code)

(978) 436-6500

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On April 26, 2013, the registrant and Bertrand Loy, the President and Chief Executive Officer of registrant entered into Amendment No. 1 to the Executive Change in Control Termination Agreement, between registrant and Mr. Loy to remove the change in control tax gross up provisions. A copy of Amendment No. 1 to the Executive Change in Control Termination Agreement between registrant and Mr. Loy is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

The following exhibit is filed herewith:

 

Exhibit 99.1    Amendment No. 1, dated April 26, 2013, to the Executive Change in Control Termination Agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

      ENTEGRIS, INC.
Dated: April 26, 2013     By  

/s/ Peter W. Walcott

      Peter W. Walcott
      Senior Vice President & General Counsel

Exhibit 99.1

AMENDMENT NO. 1 TO

EXECUTIVE CHANGE IN CONTROL TERMINATION AGREEMENT

This Amendment No. 1, dated April 26, 2013 (the “Effective Date”), to Executive Change in Control Termination Agreement (“Amendment”) between ENTEGRIS, INC., a Delaware corporation with headquarters offices at 129 Concord Road, Billerica, MA 01821, (“Entegris” or the “Company”) and B ERTRAND L OY (the “Executive”).

RECITALS

 

A. The Executive is the Chief Executive Officer of Entegris in accordance with an Executive Employment Agreement, dated as of November 28, 2012, between Entegris and the Executive.

 

B. Entegris believes that it is in the best interests of the Company and of its stockholders, to provide for the continuity of management in general and the retention of Executive in particular, in the event of a Change in Control of the Company and to that end the Company and the Executive entered into an Executive Change in Control Termination Agreement, dated as of August 10, 2005 (“Original Agreement”).

 

C. The Company and the Executive desire to amend the Original Agreement as provided herein.

NOW THEREFORE , in consideration of the foregoing premises, of the mutual promises of the Parties made herein and of other consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereby agree as follows:

 

1. Section 4 of the Original Agreement entitled “Certain Tax Payments” is hereby deleted in its entirety and is of no further force or effect; Sections 5 through 8 are renumbered as Sections 4 though 7, respectively.

 

2. The Original Agreement as amended by this Amendment shall take effect as of the Effective Date, the Original Agreement, as amended hereby shall remain in full force and effect and shall be deemed to be the “COC Agreement” as defined in the Executive Employment Agreement, dated as of November 28, 2012, between Entegris and the Executive.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first above written.

 

ENTEGRIS, INC.     E XECUTIVE :
By  

/s/ Peter W. Walcott

   

/s/ Bertrand Loy

Printed Name: Peter W. Walcott     Printed Name: Bertrand Loy
Title: Senior Vice President & General Counsel