Employment Agreement dated as of November 18, 2019, which shall become effective as of January 1, 2020 (the Effective Date) (Employment Agreement) by and between MKS Instruments, Inc., a Massachusetts corporation, including any successors and assigns (the Company or MKS), and John T.C. Lee of Lexington, MA (Employee).
WHEREAS, the Company and the Employee entered into an Employment Agreement effective as of May 9, 2018 as thereafter amended on October 29, 2018 (as amended, the Original Employment Agreement), which superseded an Employment Agreement dated as of August 1, 2016;
WHEREAS, the Company intends to amend and restate the terms of employment with the Employee as more particularly set forth herein; and
WHEREAS, the Company and the Employee intend that as of the Effective Date, this Employment Agreement shall supersede the Original Employment Agreement and any such other agreements shall be of no further force and effect.
NOW THEREFORE, in consideration of the premises and the mutual promises contained herein, the Company and the Employee hereby agree as follows:
1. Employment. The Company is employing Employee on an at-will basis in the position of President and Chief Executive Officer of the Company. Subject to the nomination and election by the Board of Directors and shareholders of the Company, as applicable, Employee agrees to serve without additional consideration as a member of the Board of Directors of the Company. Employee agrees to comply with the Companys policies.
2. Confidential Information Agreement. Employee will sign and deliver to the Company, at the same time that Employee executes this Employment Agreement, the Confidential Information, Intellectual Property and Non-Solicitation Agreement of MKS Instruments, Inc. (Confidential Information Agreement) that is Attachment A to this Employment Agreement.
3. Duty to The Company. While employed by the Company, Employee (a) will devote his full working time and best efforts to the business of the Company; and (b) will not (without the prior, express, written consent of the Chairman of the Board of Directors of the Company) engage in any business activity (whether or not for gain) that interferes with Employees work for the Company. Notwithstanding the previous sentence, this Employment Agreement does not prohibit Employee from managing his personal investments or engaging in charitable and unpaid professional activities (including serving on charitable and professional boards), so long as doing so does not materially interfere with Employees work for the Company or violate Section 7 of this Employment Agreement.
(a) Base Salary. The Company will pay Employee base salary at the rate of $850,000 per year (as adjusted from time to time, the Base Salary), in accordance