Summary of Compensatory Arrangements with Non-Employee Directors of MKS Instruments, Inc.

Contract Categories: Human Resources › Compensation Agreements
Summary

MKS Instruments, Inc. outlines the compensation for its non-employee directors, effective January 20, 2009. Non-employee directors receive annual cash retainers and meeting fees, with additional compensation for serving as chairman, lead director, or committee chairs and members. Directors are also reimbursed for expenses related to board and committee meetings. Additionally, non-employee directors participate in the 2004 Stock Incentive Plan, receiving restricted stock units that vest over time, based on their election or annual service. Eligibility for annual stock awards requires at least six months of service before the annual meeting.

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EX-10.30 6 b73336miexv10w30.htm EX-10.30 SUMMARY OF COMPENSATORY ARRANGEMENTS WITH NON-EMPLOYEE DIRECTORS exv10w30
Exhibit 10.30
MKS Instruments, Inc.
Compensatory Arrangements with non- Employee Directors
Effective January 20, 2009
Cash Compensation1
Directors who are not employees of the Company are paid cash compensation as follows:
                     
        Annual Retainer    
        (Paid in Quarterly    
        Installments)   Meeting Fees
Chairman
       $ 60,000.00     $ 1,600.00  
Board Member
       $ 28,800.00     $ 1,800.00  
Lead Director
       $ 14,400.00          
Audit Committee
   Chair   $ 10,800.00     $ 1,350.00  
 
   Member           $ 1,350.00  
Compensation Committee
   Chair   $ 9,000.00     $ 1,350.00  
 
   Member           $ 1,350.00  
Nominating & Corporate Governance Committee
   Chair   $ 5,400.00     $ 1,350.00  
 
   Member           $ 1,350.00  
Directors of MKS are reimbursed for expenses incurred in connection with their attendance at board meetings and committee meetings.
Stock Compensation
     Non-employee directors participate in the Company’s 2004 Stock Incentive Plan. Under this plan, non-employee directors receive restricted stock units of the Company’s common stock as follows:
                 
        Number of    
        Restricted Stock    
Type of Award   Date of Award   Units   Vesting Schedule
Initial Award
  Date of initial election to board     6,666     vests in 12 equal quarterly
installments over a three-year period
 
                
Annual*
  Date of each Annual Meeting of Shareholders     4,000     Fully vests on the day prior to the first annual meeting of shareholders

 

 

                 
        Number of    
        Restricted Stock    
Type of Award   Date of Award   Units   Vesting Schedule
 
              following the date of grant (or if no such meeting is held within 13 months after the date of grant, on the 13 month anniversary of the date of grant)
 
*   A Non-Employee Director is eligible to receive annual awards if the director has been in office for at least six months prior to the date of the respective annual meeting of shareholders.
1        Reflects temporary reductions in cash compensation in effect as of January 20, 2009.