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Delaware
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001-32598
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41-1941551
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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129 Concord Road,
Billerica, MA
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01821
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.01 par value per share
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ENTG
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The Nasdaq Stock Market LLC
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Exhibit
No.
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Description
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Separation Agreement, dated January 19, 2026 by and between Linda LaGorga and Entegris, Inc.
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Press Release, dated January 20, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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ENTEGRIS, INC.
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Dated: January 20, 2026
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By:
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/s/ Joseph Colella
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Name:
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Joseph Colella
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Title:
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Senior Vice President, General Counsel
and Secretary
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| 1. |
Termination of Employment and Transition Period.
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(a) |
Executive’s employment with the Company and each of its subsidiaries and affiliates within the meaning of Rule 12b-2 promulgated under Section 12 of the Securities
Exchange Act of 1934, as amended, (the “Company Group”) shall cease effective as of the earliest to occur of (x) May 15, 2026, (y) the date of Executive’s
termination of employment due to Executive’s death or disability, and (z) the date that Executive fails to or refuses (other than as a result of Executive’s death or disability) to perform Executive’s role as the Chief Financial Officer of
the Company or, following the CFO Transition Date, the Transition Services (such date of termination of employment, the “Transition Separation Date”). The Parties
acknowledge and agree that the Transition Separation Date shall constitute a termination of employment from the Company Group without “cause” within the meaning of the Offer Letter Agreement.
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(b) |
Executive’s employment with the Company Group as the Chief Financial Officer of the Company shall cease effective as of February 28, 2026 (the “CFO Transition Date”). From and after the CFO Transition Date until the Transition Separation Date, Executive shall be employed by, and shall serve as, Special Advisor
to the Chief Executive Officer of the Company (such period, the “Transition Period”). During the Transition Period, Executive shall perform for the Company Group
services related to transition matters as reasonably directed by Chief Executive Officer of the Company (the “Transition Services”). Executive acknowledges and
agrees that, unless otherwise mutually agreed between the Executive and the Company, Executive shall not announce the acceptance of employment or service with any employer until following the Transition Separation Date (without regard to
any date triggered by as a result of clause (z) of such term).
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| 2. |
Payments and Benefits.
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(a) |
Contingent upon Executive’s timely execution of, and compliance with, the terms and conditions of this Agreement, Executive shall, through the Transition Separation
Date (i) continue to be paid Executive’s current base salary ($590,000 per year, it being understood and agreed that Executive shall not be eligible to receive an annual merit increase in respect of 2026), (ii) remain eligible to
participate in the Company’s benefit plans and arrangements in which Executive currently participates, subject to the terms and conditions of each such plan or arrangement (it being understood and agreed that Executive shall not be eligible
to receive an annual equity award in respect of 2026), (iii) remain eligible to vest in Executive’s outstanding long-term equity incentive awards in accordance with the terms of such awards and (iv) remain eligible to receive an annual
bonus in respect of the 2025 performance year.
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(b) |
Contingent upon (i) Executive’s timely execution of and compliance with the terms and conditions of this Agreement and timely execution and non-revocation of the
Supplemental Release set forth on Exhibit A hereto, and (ii) Executive’s loyal and diligent best efforts at performing all assigned tasks until the Transition
Separation Date, Entegris shall provide Executive with the following transition benefits:
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I. |
Entegris shall pay Executive a lump-sum cash severance payment of $590,000, which shall be paid to Executive on or prior to the 61st day following the
Transition Separation Date.
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II. |
Entegris shall continue to pay the employer share of Executive’s currently elected medical, dental and group life insurance benefits, equal to the share of the
premium paid by Entegris for active employees with similar or the same coverage for twelve (12) months following the Transition Separation Date.
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III. |
Entegris shall pay Executive (x) a lump-sum cash payment in respect of Executive’s annual cash bonus award in respect of the 2026 performance year, which shall be
paid to Executive at the same time as annual cash bonus awards in respect of the 2026 performance year are paid to executives of Entegris generally and at the actual level of attainment of the applicable performance metrics and (y) a
lump-sum cash payment of $280,000, which shall be paid to Executive on or prior to the 61st day following the Transition Separation Date; provided,
that Executive shall not be eligible to receive such payments in the event that the Transition Separation Date occurs as a result of clause (z) of such term or in the event of any breach of the terms and conditions of this Agreement
(inclusive of Sections 5-8 of this Agreement).
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| 3. |
Release. In exchange for the benefits provided Executive under this Agreement, which
Executive acknowledges that Executive would not otherwise be entitled, on Executive’s own behalf and on behalf of Executive’s heirs, executors, administrators, beneficiaries, fiduciaries, personal representatives, agents and assigns,
Executive hereby fully, forever, irrevocably and unconditionally releases, remises and discharges Entegris, its affiliates, subsidiaries, parent companies, predecessors, and successors, and all of their respective past and present officers,
directors, stockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts,
agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that Executive ever had from the beginning of time until the date that
Executive signs this Agreement, whether known or unknown, of any kind or description, including without limitation any causes or actions, rights or claims in any way related to, connected with or arising out of Executive’s employment or
termination of employment, including but not limited to any claims for discrimination, harassment, retaliation, wrongful discharge, failure to pay wages or any other violation of any law regulating employee rights, including without
limitation, pursuant to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866; the Americans with Disabilities Act; the Family and Medical Leave Act, the Fair Credit Reporting Act, the Genetic
Information Nondiscrimination Act, Section 211 of the Energy Reorganization Act, the Fair Labor Standards Act, the Equal Pay Act, the Older Workers Benefit Protection Act of 1990, the Employee Retirement Income Security Act of 1974, the
Pregnancy Discrimination Act, the Equal Pay Act of 1963, all as amended; all claims arising out of the Massachusetts Fair Employment Practices Act, Mass. Gen. Laws ch. 151B, § 1 et seq., the Massachusetts Wage Act, Mass. Gen. Laws ch. 149,
§ 148 et seq. (Massachusetts law regarding payment of wages and overtime), the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102 and Mass. Gen. Laws
ch. 214, § 1C, the Massachusetts Labor and Industries Act, Mass. Gen. Laws ch. 149, § 1 et seq., Mass. Gen. Laws ch. 214, § 1B (Massachusetts right of privacy law), the Massachusetts Parental Leave Act, Mass. Gen. Laws ch. 149, § 105D, the
Massachusetts Sexual Harassment Statute, the Massachusetts Paid Family and Medical Leave Act, and the Massachusetts Small Necessities Leave Act, Mass. Gen. Laws ch. 149, § 52D, all as amended; as well as any claims under local statutes and
ordinances that may be legally waived and released; including any amendments and their respective implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) the fair employment
practices statutes of the state or states in which Executive has provided services to Entegris or any predecessor corporation, or any other federal, state or local law, regulation or other requirement; as well as any and all common law
claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, retaliation, misrepresentation, fraud, wrongful discharge, and breach of contract; all claims to any non-vested ownership interest in
Entegris, contractual or otherwise; all state and federal whistleblower claims to the maximum extent permitted by law; and any claim or damage arising out of Executive’s employment with and/or separation from Entegris (including a claim for
retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above.
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| 4. |
Acknowledgement of Full Payment; No Duplication of Benefits. Any outstanding business
expenses must be submitted to the Chief Human Resources Officer of the Company no later than thirty (30) days following the Transition Separation Date, and shall be reimbursed through standard procedure, provided such expenses were
appropriately incurred consistent with Company policy. Properly submitted expenses shall be paid regardless of whether Executive signs this release. Executive acknowledges and agrees that the payments of Executive’s regular base salary
through Executive’s final date of employment and the payments provided under this Paragraph of this Agreement are in complete satisfaction of any and all compensation due to Executive from Entegris, whether for services provided to Entegris
or otherwise, through Executive’s final date of employment and that, except as expressly provided under this Agreement, no further compensation is owed to Executive. Executive further acknowledges that the payments described in this
paragraph shall be made whether or not Executive signs this Agreement.
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| 5. |
Continuing Obligations. Executive acknowledges and reaffirms Executive’s
confidentiality and non-disclosure obligations not to use or disclose any and all non-public information concerning Entegris that Executive acquired during the course of Executive’s employment with Entegris, including any non-public
information concerning Entegris’ business affairs, business prospects, and financial condition, except as otherwise permitted by Paragraph 8 below.
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| 6. |
Non-Admission. Nothing in this Agreement is intended to be nor shall it be used as an
admission of liability by either party that there has been any violation of state or federal law, employment practice or any other matter.
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| 7. |
Non-Disparagement. Executive agrees that, to the extent permitted by law and except as
otherwise permitted by Paragraph 8 below, Executive shall not, in public or private, make any false, disparaging, derogatory or defamatory statements, whether in print, online (including, without limitation, on any social media, networking,
or employer review site) or otherwise, to any person or entity, including, but not limited to, any media outlet, industry group, financial institution or current or former employee, board member, consultant, client or customer of Entegris,
regarding Entegris or any of the other Released Parties, or regarding Entegris’ business affairs, business prospects, or financial condition.
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| 8. |
Scope of Non-Disclosure/Confidential Restrictions. Regardless of whether or not this
Agreement becomes binding, nothing in this Agreement (or elsewhere) prohibits Executive from (i) communicating with any federal, state, or local governmental agencies about possible violations of federal, state, or local laws, otherwise
providing information and/or testimony to government agencies, (ii) participating in or cooperating with any governmental agency investigations, inquiries, or proceedings, including the Department of Justice and Securities and Exchange
Commission, (iii) voluntarily communicating with an attorney retained by Executive, (iv) asserting Executive’s legal rights before an administrative agency or court of law, (v) filing or disclosing any facts necessary to receive
unemployment insurance, Medicaid or other public benefits to which Executive is entitled, or (vi) disclosing the underlying facts or circumstances relating to claims of discrimination against the Company or making truthful statements or
disclosures related to unlawful discrimination, harassment or retaliation, or otherwise discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has
reason to believe is unlawful. Executive is not required to notify Entegris in advance of any such communications or cooperation; provided, however, that nothing herein authorizes the disclosure of information Executive obtained through any
communication that was subject to the attorney-client privilege. Further, notwithstanding Executive’s confidentiality and nondisclosure obligations, Executive is advised as follows pursuant to the Defend Trade Secrets Act: “An individual
shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence to a Federal, State, or local government official, either directly or
indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under
seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding,
if the individual (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order.”
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| 9. |
Return of Entegris Documents and Other Property. In signing this Agreement, Executive
represents and warrants that, as of the Transition Separation Date, Executive shall return or has returned to Entegris any and all documents, materials and information (whether in hardcopy, on electronic media or otherwise) related to
business of Entegris or any of its affiliates and all keys, access cards, credit cards, laptops, computer hardware and software, storage devices (flash drives, thumb drives, etc.), tablets, smartphones, telephones and telephone-related
equipment and all other property of Entegris and its affiliates in Executive’s possession or control. Further, Executive represents and warrants that Executive shall not retain any copy of any documents, materials, or information of
Entegris or any of its affiliates (whether in hardcopy, on electronic media or otherwise) after Executive’s termination date. Recognizing that Executive’s employment with Entegris will be ending, Executive agrees that Executive shall not,
for any purpose, attempt to access or use any Entegris computer or computer network or system after the date of Executive’s termination from employment with Entegris. Further, Executive acknowledges that Executive has disclosed to Entegris
(or shall do so prior to the date Executive’s employment terminates) all passwords necessary or desirable to enable Entegris to access all information which Executive has password-protected on any of its computer equipment or on its
computer network or system.
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| 10. |
Breach. In the event of a material breach of any of lawful provision of the Agreement
by Executive, Entegris shall be entitled to cease making any payments described in Paragraph 2. Such a breach shall result in the disgorgement of the transition payments described in Paragraph 2 of this Agreement by Executive, in addition
to any and all other rights or remedies Entegris may have at law or in equity
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| 11. |
Governing Law. This Agreement shall be construed and interpreted in accordance with the
laws of the Commonwealth of Massachusetts and may be pleaded as a full and complete defense to any action, suit, or proceeding relating to Executive’s employment with Entegris.
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| 12. |
Other Provisions. A waiver of any breach of or failure to comply fully with any
provision of this Agreement by either party shall not operate or be construed as a waiver of any subsequent breach thereof or failure to comply. If any portion or provision of this Agreement shall to any extent be deemed invalid or
unenforceable, the remainder of this Agreement shall not be affected, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. To avoid any possible misunderstanding, Entegris
intends this Agreement to be a comprehensive statement of the terms of Executive’s separation. This Agreement supersedes any prior understanding or statement made to Executive by Entegris regarding arrangements with Entegris for the period
after Executive’s separation. This Agreement may not be assigned by either party and shall be binding upon and inure to the benefit of the parties hereto and their respective affiliates, successors, assigns, heirs, and representatives. Any
modifications of the terms set forth in this Agreement must be in writing and signed by Executive and an authorized officer of Entegris. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of
which taken together shall constitute one and the same instrument.
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| 13. |
Entegris Affiliation. Executive agrees that, following the Transition Separation Date,
Executive no longer holds any position with Entegris (whether as an employee, officer, or otherwise) and Executive shall not hold Executive out as an officer, employee, or otherwise as a representative of Entegris, and Executive agrees to
update any directory information that indicates Executive is currently affiliated with Entegris.
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| 14. |
Cooperation. Executive agrees that, to the extent permitted by law, Executive shall
reasonably cooperate with Entegris in the investigation, defense or prosecution of any claims or actions which already have been brought, are currently pending, or which may be brought in the future against Entegris by a third party or by
or on behalf of Entegris against any third party, whether before a state or federal court, any state or federal government agency, or a mediator or arbitrator. Executive’s reasonable cooperation in connection with such claims or actions
shall include, but not be limited to, being available to meet with Entegris’ counsel, at mutually agreed upon reasonable times and locations, to investigate or prepare Entegris’ claims or defenses, to prepare for trial or discovery or an
administrative hearing, mediation, arbitration, or other proceeding and to act as a witness when requested by Entegris. Executive further agrees that, to the extent permitted by law, Executive shall notify Entegris promptly in the event
that Executive is served with a subpoena (other than a subpoena issued by any federal, state or local governmental agency, or any self-regulatory agency), or in the event that Executive is asked to provide a third party (other than any
federal, state or local governmental agency or self-regulatory agency) with information concerning any actual or potential complaint or claim against Entegris or any other Released Party. This provision, however, does not require Executive
to contact Entegris regarding the subject matter of any such communications any federal, state, or local governmental agency, or any self-regulatory agency, before engaging in such communications.
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Voluntary Assent. In signing this Agreement, Executive gives Entegris assurance that
Executive has signed it voluntarily and with a full understanding of its terms; that Executive has had sufficient opportunity, before signing this Agreement, to consider its terms and has been advised by Entegris to consult with an
attorney, if Executive wished to do so, and that, in signing this Agreement, Executive has not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement.
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| 16. |
Executed Counterparts. This Agreement may be executed in counterparts, each of which
shall be an original, and all of which together shall constitute one agreement. Execution via Docusign or a similar service, or scanned image shall have the same force and effect as execution of an original, and an electronic or scanned
image of a signature shall be deemed an original and valid signature.
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| 17. |
Amendment; Waiver. This Agreement may not be modified or superseded by any other
agreement between the Parties unless such agreement specifically and expressly states that it is intended to modify or supersede this Agreement by name. In the event any of the Parties hereto elects to waive a breach of this Agreement, the
waiver must be in writing expressly stating that it is intended to operate as a waiver or modification of this Agreement, and the waiver of any one such breach shall not act as a waiver of any subsequent breach.
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Effect of Void Provision. If a Party successfully asserts that any provision in this
Agreement is void, illegal or unenforceable, in whole or in part, then the other provisions contained herein shall remain in full force and effect as if the provision that was determined to be void, illegal, or unenforceable had not been
contained herein; provided, however, that if any Party’s release of claims as set
forth in Paragraph 3 is deemed unenforceable in whole or in part, such Party agrees to promptly execute a full and general release of claims that is enforceable to the fullest extent provided by law.
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| 19. |
Withholdings. The Company shall be entitled to withhold from any amounts payable under
this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold or by its policies it customarily withholds.
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| 20. |
Successors and Assigns; Third-Party Beneficiaries. The Parties’ rights, obligations and
agreements under this Agreement shall automatically inure to the benefit of and be binding on their parent, subsidiaries, affiliates, heirs, executors, legal representatives, successors and assigns without the need for further action by the
Parties. All released parties are expressly intended to be third-party beneficiaries of this Agreement and it may be enforced by each of them.
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| 21. |
Each Party the Drafter. This Agreement and the provisions contained herein will not be
construed or interpreted for or against any Party to this Agreement because that Party drafted or caused that Party’s legal representative to draft any of its provisions.
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| 22. |
Expiration of Supplemental Release. The Supplemental Release attached hereto as Exhibit A must be returned to Entegris no earlier than the Transition Separation Date but not later than twenty one (21) calendar days following the Transition
Separation Date.
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| 23. |
Arbitration.
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(a) |
Agreement to Arbitrate. Except as provided below, Entegris and Executive mutually agree
that all disputes between them of any kind or type whenever they may arise shall be submitted exclusively to final and binding arbitration as specified herein and, only to the extent this Agreement is silent upon a process, pursuant to the
American Arbitration Association’s Employment Arbitration Rules (the “Employment Arbitration Rules”). A copy of the Employment Arbitration Rules is available from
the American Arbitration Association (“AAA”) website: www.adr.org. Neither Entegris
nor Executive may alter, modify, or cancel this Agreement unilaterally. Examples of claims subject to arbitration pursuant to this Agreement include, but are not limited to, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C.
§1981, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, and claims under state and local law,
including claims for workers’ compensation retaliatory discharge and claims under the any state or local minimum wage law, overtime law, wage payment law or sick leave law. Class action or collective action arbitration is not permitted
under this Agreement. Entegris and Executive expressly agree to arbitrate any disputes on an individual basis only and not on a class or collective action basis.
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(b) |
Time for Filing. Any request to arbitrate any claims asserting any violation of local,
state or federal statutes or regulations or ordinances must be submitted in writing to the AAA within the timeframes provided by the statute of limitations applicable to the particular claims submitted. Any failure to timely request
arbitration shall constitute a waiver of all rights to raise any claims in any forum arising out of any dispute that was subject to arbitration.
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(c) |
Request for Arbitration. Prior to initiating arbitration pursuant to this Agreement,
Entegris or Executive shall serve upon each other a Notice of Intent to Demand Arbitration which details the specific remedy sought, the factual and legal basis supporting the remedy sought. The arbitration shall take place in a major city
within 150 miles of the Executive’s residence. In the event the party served with the Notice of Intent to Demand Arbitration (“Respondent”) does not agree to
satisfy remedy described in the Notice of Intent to Demand Arbitration within five (5) business days, then Claimant shall file a Demand for Arbitration in accordance with the Employment Arbitration Rules with the AAA Case Management Center
with responsibility for cases in the state in which Executive resides or through AAA’s website at: www.adr.org. Information on the AAA Case Management Centers and
other information pertaining to case initiation can be found at www.adr.org or by contacting AAA by telephone at l-800-778-7879.
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(d) |
Selection and Qualifications of Arbitrator. Arbitration under this Agreement shall be
by one neutral arbitrator, who shall be a member in good standing admitted to practice law in at least one state and shall possess at least one of the minimum qualifications: (i) Society in Human Resource Management Certification (SHRM);
(ii) a Masters’ Degree in Business Administration from an accredited United States college or university; (iii) at least seven years’ of full time employment experience working in a management, finance or human resources role in the
semiconductor or life sciences industry; or (iv) a Certified Chamber Executive (CCE) awarded by the Association of Chamber of Commerce Executives. Such an arbitrator may be selected by the procedures for selection set forth in the
Employment Arbitration Rules of the American Arbitration Association. Notwithstanding the foregoing, if the Respondent chooses, arbitration shall be by a panel of three (3) neutral arbitrators each of whom is qualified in accordance with
the Employment Arbitration Rules of the American Arbitration Association.
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(e) |
Powers and Duties of Arbitrator. The Arbitrator shall have those powers and duties
authorized by applicable statute, the Employment Arbitration Rules, and listed below. The Arbitrator shall have the power to rule on motions regarding the pleadings and discovery subject to the limitations contained herein. The Arbitrator
shall have issued protective orders on the motion of any party or third- party witness. Such protective orders may include, but are not limited to, sealing the record of the arbitration in whole or in part (including discovery proceedings
and motions, transcripts, and the decision and award) to protect the privacy or other constitutional or statutory rights of parties and/or witnesses.
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(f) |
Discovery. Entegris and Executive agree that discovery shall be limited as follows: (i)
Each party shall take no more than four (4) depositions, none of which may last longer than six (6) hours and which cumulatively may last for no more than eighteen (18) hours; (ii) Each party shall serve no more than ten (10) written
interrogatories upon the other party; and (iii) Each party shall serve no more than ten (10) requests to produce upon the other party. The Arbitrator may authorize additional discovery beyond the above-stated limits if, and only if, the
party seeking additional discovery establishes by clear and convincing evidence that a full and fair exploration of the issues in dispute is not possible absent additional discovery, consistent with the expedited nature of arbitration. Any
additional discovery ordered by the Arbitrator shall be narrowly tailored to permit no more discovery than has been shown to be necessary to permit a full and fair exploration of the issues in dispute.
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(g) |
Fees and Costs. Arbitration administrative fees, arbitrator compensation, filing fees,
hearing fees, postponement/cancellation fees, and hearing room rental fees shall be borne by the parties in accordance with the “employer-promulgated plans” provisions of the Employment Arbitration Rules.
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(h) |
Severability. If for any reason any portion of this Agreement shall be held invalid or
unenforceable, this fact shall not affect the validity or enforceability of the remaining portions of this Agreement, except as follows. If either party files a dispute as a class or collective action, and if a court of competent
jurisdiction determines that the parties’ agreement to arbitrate exclusively on an individual basis and not on a class/collective action basis is not enforceable, then: (1) the parties’ agreement to arbitrate exclusively on an individual
basis and not on a class/collective action basis is not severable from the remainder of this Agreement; and (2) the class/collective action must be litigated in court and not arbitrated.
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(i) |
Breach of The Agreement to Arbitrate. If either party fails to initiate arbitration and
instead initiates a court lawsuit to resolve a claim covered by this Agreement, the arbitrator shall award the other party its attorneys’ fees and costs incurred in staying or dismissing the court action and compelling arbitration. The
preceding sentence shall not apply to efforts by any party to seek a court ruling on the enforceability of the parties’ agreement to arbitrate claims on an individual basis and not on a class action or collective action basis.
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(j) |
Miscellaneous. This Arbitration Clause constitutes the entire agreement between
Entegris and Executive regarding the arbitration of claims between them and supersedes any prior oral or written agreement or representation regarding the resolution of claims. This Arbitration Clause may only be modified by a writing
signed by both the Executive and the General Counsel of Entegris. Executive acknowledges and agrees that any change in Executive’s compensation, position or title shall not cause this Agreement to terminate and shall not change any of
Executive’s obligations under this Arbitration Clause. No testimony given in conjunction with any arbitration may be used as the basis for a defamation claim. This Agreement may be assigned by the Company and shall bind and inure to the benefit of the Company’s affiliates,
successors, assigns, heirs and representatives. The Executive may not assign this Agreement.
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Date: January 19, 2026
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/s/ Linda LaGorga
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Linda LaGorga
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ENTEGRIS, INC.
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Date: January 19, 2026
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By /s/ Sue Rice
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Sue Rice
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Senior Vice President, Global Human Resources and
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Corporate Communications
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Date:
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Linda LaGorga
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