Holders of the Company’s common stock are entitled to receive dividends when and if they are declared by the Company’s Board of Directors. The Company’s Board of Directors declared a cash dividend of $0.07 per share during the first and second quarters and $0.08 per share during the third and fourth quarters of 2019, which totaled $40.8 million. During 2018, the Company’s Board of Directors declared a cash dividend of $0.07 per share during the first, second, third and fourth quarters of 2018, which totaled $39.7 million. During 2017, the Company’s Board of Directors declared a cash dividend of $0.07 per share during the fourth quarter which totaled $9.9 million.

Future dividend declarations, if any, as well as the record and payment dates for such dividends, are subject to the final determination of the Company’s Board of Directors. Furthermore, the credit agreements governing the New Credit Facilities contain restrictions that may limit our ability to pay dividends.

On February 13, 2018, the Company’s Board of Directors authorized a repurchase program covering up to an aggregate of $100.0 million of the Company’s common stock, during a period of twenty-four months, in open market transactions and in accordance with one or more pre-arranged stock trading plans to be established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. On November 19, 2018, the Company’s Board of Directors authorized the repurchase of up to an additional $250 million in aggregate principal amount of the Company’s common stock. The authorization was in addition to the amount remaining under the share repurchase program previously authorized in February 2018.

In 2009, the Company’s Board of Directors approved the 2010 Stock Plan, subject to the approval by the Company’s stockholders in 2010. The 2010 Stock Plan replaced the predecessor plans for future stock awards and stock option grants. Subsequent to the acquisition of ATMI, Inc. in 2014, the Company’s Board of Directors approved the absorption of 5.7 million additional shares of the ATMI, Inc. 2010 Stock Plan (ATMI Plan) into the Company’s 2010 Stock Plan for the remaining term of the ATMI Plan.

The 2010 Stock Plan has a term of ten years and provides for the issuance of stock options and other share-based awards to selected employees, directors, and other individuals or entities that provide services to the Company or its affiliates. Under the 2010 Stock Plan, the Board of Directors or a committee selected by the Board of Directors will determine for each award, the term, price, number of shares, rate at which each award is exercisable and whether restrictions are imposed on the shares subject to the awards. The exercise price for option awards generally may not be less than the fair market value per share of the underlying common stock on the date granted. The 2010 Stock Plan provides that after December 31, 2009 any shares subject to stock awards that were awarded from the Company’s expired plans and that are forfeited, expired or otherwise terminated without issuance of shares will again be available for issuance under the 2010 Stock Plan.

Stock option activity for the 2010 Stock Plan for the years ended December 31, 2019, 2018 and 2017 is summarized as follows:



	2019				2018				2017
(Shares in thousands)	Number of shares		Weighted average exercise price		Number of shares		Weighted average exercise price		Number of shares		Weighted average exercise price
Options outstanding, beginning of year	1,410		$	18.22	1,869		$	13.46	1,907		$	11.54
Granted	293		33.33		296		31.10		335		21.60
Exercised	(128	)	13.89		(727	)	10.89		(359	)	10.89
Expired or forfeited	—		—		(28	)	26.41		(14	)	12.78
Options outstanding, end of year	1,575		$	21.39	1,410		$	18.22	1,869		$	13.46
Options exercisable, end of year	788		$	15.75	562		$	13.68	872		$	11.11



(Shares in thousands)	Options outstanding				Options exercisable
Range of exercise prices	Number outstanding	Weighted average remaining life in years	Weighted- average exercise price		Number exercisable	Weighted average exercise price
$9.88 to $11.71	71	1.1 years	$	11.71	71	$	11.71
$12.20 to $12.20	416	3.1 years	12.20		292	12.20
$13.49 to $13.49	226	2.1 years	13.49		226	13.49
$21.60 to $21.60	287	4.1 years	21.60		129	21.60
$31.10 to $31.10	282	5.1 years	31.10		70	31.10
$33.33 to $33.33	293	6.1 years	33.33		—	—
	1,575	4.0 years	$	21.39	788	$	15.75

Under the 2010 Stock Plan, the Company had shares available for future grants of 8.2 million shares, 8.7 million shares, and 8.8 million shares at December 31, 2019, 2018 and 2017, respectively.

Under the 2010 Stock Plan, the total pre-tax intrinsic value of stock options exercised during the years ended December 31, 2019 and 2018 was $3.2 million and $16.7 million, respectively. The aggregate intrinsic value, which represents the total pre-tax intrinsic value based on the Company’s closing stock price of $50.09 at December 31, 2019, which theoretically could have been received by the option holders had all option holders exercised their options as of that date, was $45.2 million and $27.1 million for options outstanding and options exercisable, respectively.

Share-based payment awards in the form of stock option awards for 0.3 million, 0.3 million and 0.3 million shares were granted to employees during the years ended December 31, 2019, 2018 and 2017, respectively. Compensation expense is based on the

grant date fair value. The awards vest annually over a four-year period and have a contractual term of 7 years. The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key inputs and assumptions used to estimate the fair value of stock options include the grant price of the award, the expected option term, volatility of the Company’s stock, the risk-free rate and the Company’s dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of reasonableness of the original estimates of fair value made by the Company.

The fair value of each stock option grant was estimated at the date of grant using a Black-Scholes option pricing model. The following table presents the weighted-average assumptions used in the valuation and the resulting weighted-average fair value per option granted for the years ended December 31, 2019, 2018 and 2017:



Employee stock options:	2019			2018			2017
Volatility	31.6		%	28.7		%	26.9		%
Risk-free interest rate	2.5		%	2.4		%	1.7		%
Dividend yield	0.8		%	1		%	—		%
Expected life (years)	4.1			3.9			4.1
Weighted average fair value per option	$	8.89		$	7.35		$	5.25

A historical daily measurement of volatility is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to the Company’s historical experience. The Company determines the dividend yield by dividing the expected annual dividend on the Company’s stock by the option exercise price.

The Company maintains the Entegris, Inc. Amended and Restated Employee Stock Purchase Plan (ESPP). The ESPP allows employees to elect, at six-month intervals, to contribute up to 10% of their compensation, subject to certain limitations, to purchase shares of common stock at a discount of 15% from the fair market value on the first day or last day of each six-month period. The Company treats the ESPP as a compensatory plan. At December 31, 2019, 1.7 million shares remained available for issuance under the ESPP. Employees purchased 0.2 million shares, 0.2 million shares and 0.2 million shares, at a weighted-average price of $28.67, $24.86, and $16.92 during the years ended December 31, 2019, 2018 and 2017, respectively.

Restricted stock units are awards of common stock made under the 2010 Stock Plan that are subject to a risk of forfeiture if the awardee terminates employment with the Company prior to the lapse of the restrictions. The value of such restricted stock units is determined using the market price on the grant date. Compensation expense for restricted stock units is generally recognized using the straight-line single-option method. A summary of the Company’s restricted stock unit activity for the years ended December 31, 2019, 2018 and 2017 is presented in the following table:



	2019				2018				2017
(Shares in thousands)	Number of shares		Weighted average grant date fair value		Number of shares		Weighted average grant date fair value		Number of shares		Weighted average grant date fair value
Unvested, beginning of year	1,519		$	21.24	1,857		$	15.86	2,164		$	12.49
Granted	514		34.05		509		31.40		659		22.14
Vested	(679	)	18.89		(732	)	15.07		(801	)	12.22
Forfeited	(100	)	24.82		(115	)	18.58		(165	)	14.48
Unvested, end of year	1,254		27.48		1,519		21.24		1,857		15.86

During the years ended December 31, 2019, 2018 and 2017, the Company awarded performance-based restricted stock units for up to 0.1 million shares of common stock, 0.2 million shares of common stock and 0.1 million shares of common stock, respectively, to be issued upon the achievement of performance conditions under the Company’s 2010 Stock Plan to certain officers and other key employees. Compensation expense is based on the grant date fair value. The awards vest on the third

As of December 31, 2019, the total compensation cost related to unvested stock options, performance-based restricted stock units and restricted stock unit awards not yet recognized was $3.7 million, $2.6 million and $22.1 million, respectively, and is expected to be recognized over the next 2.5 years on a weighted-average basis.

The Company recognizes compensation expense for all share-based payment awards made to employees and directors based on their estimated fair values on the date of grant. Compensation expense is recognized using the straight-line attribution method to recognize share-based compensation over the service period of the award, with adjustments recorded for forfeitures as they occur. The following table summarizes the allocation of share-based compensation expense related to employee stock options, restricted stock awards, performance-based restricted stock awards and grants under the employee stock purchase plan for the years ended December 31, 2019, 2018 and 2017:



(In thousands)	2019		2018		2017
Cost of sales	$	1,180	$	1,009	$	1,031
Engineering, research and development expenses	1,901		1,689		1,457
Selling, general and administrative expenses	16,548		14,414		12,818
Share-based compensation expense	19,629		17,112		15,306
Tax benefit	3,626		3,421		4,978
Share-based compensation expense, net of tax	$	16,003	$	13,691	$	10,328