Deeds of Irrevocable Undertaking
In connection with its entry into the Implementation Agreement, MKS has received a deed of irrevocable undertaking (Irrevocable
Undertaking) to vote or procure votes in favor of the scheme of arrangement at the court-approved shareholder meeting and the resolution to be proposed at the general meeting of the Company from the Carlyle Shareholders in respect of
153,672,703 Atotech Shares, representing approximately 79% of the Atotech Shares. The Irrevocable Undertaking lapses only when the Implementation Agreement is terminated, provides that if MKS elects to implement the Acquisition by a Jersey Merger,
that the Carlyle Shareholders must also vote their shares and accept the Jersey Merger, and, subject to certain exceptions, prohibits the applicable shareholder from transferring their Atotech Shares.
Compensation Arrangements of Certain Officers
On July 1, 2021, Atotech Deutschland GmbH, a subsidiary of the Company (Atotech Deutschland), amended the employment
agreements of Harald Ahnert, Peter Frauenknecht and Gertjan Willem van der Wal to include (or, in the case of Mr. Frauenknecht, amend existing) change of control-related protections (the Management Change of Control Amendments). The
Management Change of Control Amendments provide that if the executives employment is terminated by Atotech Deutschland or by a mutual termination agreement within 12 months after a Change of Control (as defined in the Management Change of
Control Amendments) or if in connection with a Change of Control, the executives employment duties are materially diminished, the executive will be entitled to receive a lump sum payment equal to (i) 150% of the executives total annual
remuneration (which includes the executives then-current base salary, target annual bonus and company-funded pension contributions) plus (ii) a pro-rated portion of the executives annual bonus
that he would have been entitled to if he had completed the then-current full fiscal year. The Change of Control severance payment is contingent upon the executives timely execution of a release of claims in favor of Atotech Deutschland.
Messrs. Ahnerts and van der Wals Management Change of Control Amendments also provide that if the Change of Control severance
payment is triggered, the notice period for termination would be six months. Additionally, the Management Change of Control Amendments increase the amount of consideration payable to each executive during the period he is subject to post-termination
non-competition restrictions to the greater of (i) 50% of the total remuneration most recently received by the executive under the employment agreement or (ii) 100% of the executives most recently
received base salary.
On July 1, 2021, Alpha US Bidco, Inc., a subsidiary of the Company (Alpha US), amended Geoffrey
Wilds employment agreement (the Wild Employment Agreement, and such amendment, the Wild Amendment). The Wild Amendment, provides that in the event Mr. Wilds employment is terminated by Alpha US without Cause
or by Mr. Wild for Good Reason (as such terms are defined in the Wild Employment Agreement) within 12 months following a Change of Control (as defined in the Employment Agreement), Mr. Wild will be entitled to receive a lump sum payment
equal to (i) 150% of Mr. Wilds total remuneration (which includes Mr. Wilds then-current base salary, target annual bonus, and company-funded pension contributions), plus (ii) a
pro-rated portion of Mr. Wilds annual bonus that he would have been entitled to if he had completed the then-current full fiscal year, based on actual performance results, as well as continued
company-paid healthcare coverage for up to 18 months. The severance payment is contingent upon Mr. Wilds timely execution of a release of claims in favor of the Company and its affiliates.
The Wild Amendment also provides that if Mr. Wilds employment is terminated by Alpha US without Cause or by Mr. Wild for Good
Reason (as such terms are defined in the Wild Employment Agreement) within 12 months following a Change of Control (as defined in the Employment Agreement), the notice period for termination would be six months. Additionally, the Wild Amendment
increases the post-