Form 8-K Exhibit Notice:

Exhibit 10.2

Form 8-K Exhibit Notice:

Schedule A, Securityholder Information is omitted in reliance on Item 601(b)(2) of Regulation S-K but will be furnished supplementally to the Commission upon request.

VOTING SUPPORT AGREEMENT

THIS AGREEMENT is made April 6, 2011

BETWEEN:

PARAMETRIC TECHNOLOGY CORPORATION, a corporation incorporated under the laws of The Commonwealth of Massachusetts (“PTC”)

- and -

PTC NS ULC, an unlimited liability company existing under the laws of Nova Scotia (“Acquireco”)

- and -

The senior management and directors of MKS Inc. (“MKS”) listed on Schedule A (each, a “Securityholder” and collectively, the “Securityholders”)

RECITALS:

THEREFORE, in consideration of the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1

REPRESENTATIONS AND WARRANTIES

Each Securityholder represents and warrants to PTC and Acquireco in respect of such

Securityholder only and not any other Securityholder that, except as set forth in Schedule A:

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Each of PTC and Acquireco hereby represents and warrants to each Securityholder (and acknowledges that the Securityholder is relying upon such representations and warranties) that:

ARTICLE 2

SECURITYHOLDER OBLIGATIONS

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Except as set forth in Schedule A, each Securityholder:

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Each Securityholder hereby undertakes in favour of PTC and Acquireco that, if any of such Securityholder’s Owned Securities are or become registered in the name of a person other than such Securityholder or otherwise held other than personally, to cause the direct owner of such securities to perform all covenants of such Securityholder under this Agreement as if such Securityholder were the direct owner of such securities.

PTC and Acquireco each agrees and acknowledges that each Securityholder is bound hereunder solely in its capacity as a Securityholder of MKS and nothing contained herein is intended to, nor will it, restrict or limit any director or officer of MKS or any of its Subsidiaries from fulfilling his duties as a director or officer, including, without limitation, taking any actions permitted by the Arrangement Agreement.

This Agreement shall terminate automatically and without any further act of any party on the first to occur of:

If this Agreement is terminated in accordance with Section 2.5, the provisions of this Agreement shall become void and no party shall have liability or obligation to any other party.

Nothing contained in this Agreement vests in PTC or Acquireco any direct or indirect economic benefit or ownership or incidence of ownership of, or relating to, any Current Securities. All rights, ownership and economic benefits of and relating to any Current Securities remain vested in and belong to each applicable Securityholder, and PTC and Acquireco have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of MKS or exercise any power or authority to direct any Securityholder in the voting of any of the Current Securities or in the performance of the Securityholders’ duties or responsibilities as a shareholder of MKS.

ARTICLE 3

OTHER COVENANTS

Each Securityholder also agrees in favour of PTC and Acquireco:

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Notwithstanding any other provision of this Agreement or applicable Law, each of PTC and Acquireco acknowledges and agrees that (i) the sole and exclusive remedy of each of PTC and Acquireco in respect of any actual or alleged inaccuracy or misrepresentation in any representation or warranty of any Securityholder under this Agreement, or any breach or alleged breach of any covenant or other obligation by any Securityholder under this Agreement, or any other matter related to this Agreement, will be to seek injunctive relief or specific performance to prevent breaches of this Agreement and to specifically enforce the respective covenants of the Securityholders under this Agreement; (ii) that in no event will PTC or Acquireco be entitled to, and neither PTC nor Acquireco will initiate, make or pursue, directly or indirectly through any Person or otherwise, any other remedy at Law, under any statute or in equity, including, without limitation, any claim or demand (whether pursuant to any civil, criminal, administrative, regulatory, arbitral or investigative inquiry, action, suit, investigation or proceeding or any other claim or demand of whatever nature or kind) (collectively, “Claims”) for, and no Securityholder will have any liability to PTC, Acquireco or any other Person for, any damages (including, without limitation, any special, consequential or punitive damages), fines, penalties, deficiencies, losses (including, without limitation, loss of profits and loss of opportunity), liabilities (whether accrued, actual, contingent, latent or otherwise), costs, fees or expenses (including, without limitation, interest, court costs and reasonable fees and expenses of lawyers, accountants and other experts and professionals) incurred, directly or indirectly, by PTC, Acquireco or any other Person as a result of, or arising in connection with, any matter referred to in clause (i) of this Section 3.2; and (iii) if PTC or Acquireco or any other Person is the prevailing party in any litigation referred to in clause (i) of this Section 3.2, they will not be entitled to, and will not seek, directly or indirectly, payment of any legal fees or disbursements, court costs or any other expenses of enforcing, defending or otherwise pursuing such remedy. Accordingly, except as specifically set forth in clause (i) of this Section 3.2, each of PTC and Acquireco hereby irrevocably waives any and all rights, remedies and Claims that PTC or Acquireco may have against any Securityholder, whether at Law, under any statute or in equity (including, without limitation, Claims for contribution or other rights of recovery arising under any applicable Law, Claims for breach of contract, breach of representation and warranty, negligent representation and all Claims for breach of duty), or otherwise, directly or indirectly, relating to the provisions of this Agreement. This Section 3.2 will remain in full force and effect in all circumstances and will not be terminated by any breach (fundamental, negligent or otherwise) by any party hereto of its representations, warranties, covenants or other obligations under this Agreement or by any termination or rescission of this Agreement by any party hereto or the termination of the Arrangement Agreement.

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Each Securityholder hereby waives and agrees, in favour of PTC and Acquireco, not to exercise any rights of appraisal or rights of dissent such Securityholder may have arising from the Arrangement.

ARTICLE 4

MISCELLANEOUS

In this Agreement:

Schedule A – Securityholder Information attached hereto forms an integral part of this Agreement.

In the event that any date on which any action is required to be taken hereunder by any party is not a business day, such action shall be required to be taken on the next succeeding day which is a business day.

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This Agreement, together with the agreements and other documents required to be delivered pursuant to this Agreement, constitutes the entire agreement between the parties and sets out all the covenants, promises, warranties, representations, conditions, understandings and agreements between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. No reliance has been made upon, and there are no covenants, promises, warranties, representations, conditions, understandings or other agreements, oral or written, between the parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document required to be delivered pursuant to this Agreement.

Any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Section referred to as a “Notice”) must be in writing and is sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by fax or e-mail:

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Any Notice delivered or transmitted to a party as provided above is deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a business day prior to 5:00 p.m. (Toronto time). However, if the Notice is delivered or transmitted after 5:00 p.m. (Toronto time) or if such day is not a business day then the Notice is deemed to have been given and received on the next business day.

The parties may, from time to time, change its address by giving Notice to each other party in accordance with the provisions of this Section.

No amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any party, shall be binding unless executed in writing by the party to be bound.

Any date, time or period referred to in this Agreement shall be of the essence, except to the extent to which each applicable Securityholder, PTC and Acquireco agree in writing to vary any date, time or period, in which event the varied date, time or period shall be of the essence.

Each party will pay their respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

Each Securityholder, PTC and Acquireco agree with each other and confirm to each other that:

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The provisions of this Agreement are binding upon and enure to the benefit of PTC, Acquireco and each Securityholder and their respective successors and permitted assigns. No Securityholder may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of PTC and Acquireco. PTC and Acquireco may not assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement, in respect of any Securityholder, without the prior written consent of such Securityholder.

Each of the parties hereto acknowledges in favour of the other parties hereto that it has entered into this Agreement willingly with full knowledge of the obligations and limitation of rights and remedies imposed by the terms of this Agreement. Each of the parties hereto further acknowledges in favour of each of the other parties that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that it has either done so or waived its right to do so, and agrees in favour of each of the other parties hereto that this Agreement constitutes a binding legal obligation and that it is estopped from raising any claim on the basis that it has not obtained such advice.

Each Securityholder acknowledges and agrees in favour of PTC that: all public notices to third parties and all other publicity concerning this Agreement, the Arrangement Agreement and the transactions contemplated hereunder and thereunder will be planned and coordinated by PTC and/or MKS in accordance with the Arrangement Agreement; and such Securityholder shall not act unilaterally in this regard without the prior written approval of PTC unless such disclosure is required by any Law, Securities Law or applicable stock exchange rules.

This Agreement may be executed by the parties in counterparts and may be delivered by fax or email, and all such counterparts together constitute one agreement.

[The next page is the signature page.]

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This Agreement has been agreed and accepted as of the date first set out above.