APPENDIX B

ATMI, INC.

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER

      This Corporate Governance and Nominating Committee Charter was adopted by the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of ATMI, Inc. (the “Company”), pursuant to authority delegated by the Board.

      This Charter is intended as a component of the flexible governance framework within which the Board, assisted by its committees, directs the affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations, and listing requirements, as well as in the context of the Company’s Certificate of Incorporation and By-laws, it is not intended to establish by its own force any legally binding obligations.

A.     Purpose

      The Committee shall (1) develop and recommend to the Board and oversee implementation of the Company’s corporate governance guidelines and principles; (2) review on a periodic basis the overall effectiveness and/or appropriateness of the Company’s corporate governance and recommend improvements when necessary; (3) assist the Board in identifying, screening, and reviewing individuals qualified to serve as directors in accordance with criteria approved by the Board and shall recommend to the Board candidates for nomination for election at the annual meeting of shareholders or to fill Board vacancies; (4) develop and recommend to the Board and oversee implementation of the Company’s policies and procedures for the receipt of shareholder suggestions regarding Board composition and recommendations of candidates for nomination by the Board; and (5) assist the Board in disclosing information relating to functions of the Committee as may be required in accordance with the federal securities laws.

      In discharging its role, the Committee is empowered to inquire into any matter it considers appropriate to carry out its responsibilities, with access to books, records, facilities, and personnel of the Company. The Committee has the power to retain outside counsel, director search and recruitment consultants, or other advisors to assist it in carrying out its activities. The Company shall provide adequate resources to support the Committee’s activities.

B.     Membership and Organization

      1.     The Committee shall consist of at least three or more members of the Board, each of whom the Board has selected and determined to be “independent” in accordance with applicable rules of the Nasdaq National Market.

      2.     Members of the Committee shall be appointed by the Board and shall continue to be members until their successors are appointed and qualified or until their earlier resignation or removal. The Board may remove members of the Committee with or without cause at any time. The Chairman of the Committee shall be appointed by, and serve at the pleasure of, the Board to convene and chair meetings of the Committee, set agendas for meetings, and determine the Committee’s information needs. In the absence of the Chairman at a duly convened meeting, the Committee shall select a temporary substitute from among its members.

C.     Meetings

      1.     The Committee shall meet at least two times annually. Meetings of the Committee may be held telephonically. Two members shall constitute a quorum. If a quorum is present, a majority of the members present shall decide any question brought before the Committee. The Chairman of the Committee may call a meeting of the Committee upon due notice to each other member at least twenty-four hours prior to the meeting and any member of the Committee may do so upon due notice at least forty-eight hours prior to the meeting.

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      2.  The Committee shall report regularly to the Board on its proceedings, and maintain appropriate minutes or other records.

D.     Responsibilities

      The following responsibilities are set forth as a guide for fulfilling the Committee’s purposes, with the understanding that the Committee’s activities may diverge as appropriate given the circumstances. The Committee is authorized to carry out these activities and other actions reasonably related to the Committee’s purposes or assigned by the Board from time to time.

      The Committee may form, and delegate any of its responsibilities to, a subcommittee so long as such subcommittee is solely comprised of one or more members of the Committee.

      To fulfill its purposes, the Committee shall:

 

 

 

      1.     develop and recommend to the Board, oversee the implementation and effectiveness of, and recommend modifications as appropriate to, a set of corporate governance guidelines;

 

 

 

      2.     consider corporate governance issues that arise from time to time and develop appropriate recommendations for the Board regarding such matters;

 

 

 

      3.     review periodically with the Board the composition of the Board as a whole, including whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity, and other desired qualities;

 

 

 

      4.     develop and recommend to the Board for its approval, oversee the implementation and effectiveness of, recommend modifications as appropriate to, and review company disclosures concerning the Company’s policies and procedures for identifying and reviewing Board nominee candidates, including: (i) the qualifications or criteria for Board nomination to shareholders for election as a director; (ii) policies and procedures relating to consideration of Board nominee candidates recommended by shareholders; (iii) whether or not each member of the Committee fulfills the independence requirements set out in the applicable rules of the Nasdaq National Market and the US Securities and Exchange Commission; and (iv) the functions performed by any advisor who has been retained by the Committee in accordance with this charter and who has contracted to receive a fee for those services;

 

 

 

      5.     identify, screen, and review individuals qualified to serve as directors, consistent with qualifications or criteria approved by the Board and recommend to the Board candidates for (i) nomination for election or re-election by the stockholders and (ii) any Board vacancies that are to be filled by the Board. The Committee shall endeavor to select individuals as director nominees who have the highest personal and professional integrity, have demonstrated exceptional ability and judgment, and are deemed to have the areas of expertise that the Committee considers appropriate;

 

 

 

      6.     review and address conflicts of interest of Directors and executive officers and the manner in which any such conflicts are to be monitored;

 

 

 

      7.     develop and recommend to the Board for its approval an annual self-evaluation process of the Board and its committees and oversee the annual Board and committee self-evaluations;

 

 

 

      8.     conduct and discuss with the Board the results of the periodic self-evaluation of the Committee;

 

 

 

      9.     review and assess the adequacy of this charter periodically and submit any proposed amendments to the Board for approval; and

 

 

 

      10.     have the sole authority to retain any search firm engaged to assist in identifying director candidates and to retain outside counsel and any other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve such firms’ and advisor’s fees and retention terms.