exv10w1





 Exhibit 10.1

Summary of MKS Instruments, Inc.’s

2010 Management Incentive Bonus




          The 2010 Management Incentive Bonus Plan is based on 2010 corporate pro-forma pre-tax
operating income targets. In 2010, the plan will have two parts — an annual component and a
6-month component.




Annual Component




          The annual bonus plan formula is calculated as follows:



Base Salary x Individual Incentive Target x Annual Corporate Performance Multiplier




          The “Annual Corporate Performance Multiplier” ranges from 0% to 200%, depending upon
achievement of the specified corporate goal. Accordingly, the maximum payout possible for each of
the participants is 200% of his respective Individual Incentive Target set forth below and the
minimum payout is zero, with incremental payouts for performance between these levels.




          The following chart summarizes the Individual Incentive Targets for each of the Company’s
“named executive officers” under the rules of the Securities and Exchange Commission, plus Seth
Bagshaw, who became our Chief Financial Officer on January 1, 2010.




	 	 	 	 	 
	 	 	Individual Incentive Target
	Participant	 	(% of annual base earnings)
	Leo Berlinghieri

	 	 	100	%
	Seth Bagshaw

	 	 	50	%
	Jerry Colella

	 	 	70	%
	John Lee

	 	 	55	%
	John Smith

	 	 	50	%
	Ron Weigner

	 	 	50	%






Six-Month Component




          In 2010, the Company will also have a six-month bonus plan, which relates to the Company’s
achievement in the first six months of 2010. The six-month bonus plan formula is calculated as
follows:



Base Salary x Individual Incentive Target x Six-Month Corporate Performance Multiplier




          The “Six-Month Corporate Performance Multiplier” ranges from 0% to 30%, depending upon
achievement of the specified corporate goal. Accordingly, the maximum payout possible for each of
the participants is 30% of his respective Individual Incentive





 









 







Target set forth above and the minimum payout is zero, with incremental payouts for
performance between these levels.



The MKS 2010 Management Incentive Bonus Plan is set forth as follows:






 









 













PERSONAL & CONFIDENTIAL

MKS MEMORANDUM

[FORM OF]

2010 Annual Corporate Bonus Plan

Based on Adjusted Operating Income

(January 1 — December 31)




The payout of your corporate bonus will be achieved according
to the schedule shown in the chart below. For example, you
will receive 70% of your target corporate bonus if our Adjusted
Operating Income reaches $** million and 100% of your target
bonus if Adjusted Operating Income reaches $** million. At an
Adjusted Operating Income of $** million of more, you will
receive 200% of your target corporate bonus.



	 	 	 	 	 
	ANNUAL BONUS
	Adjusted	 	 	 	% of Target
	Operating Income	 	 	 	Bonus Earned
	$**

	 	 
	 	70%
	 	 	 	 	 
	$**
	 	 	 	80%
	 	 	 	 	 
	$**
	 	 	 	90%
	 	 	 	 	 
	$**
	 	 	 	100%
	 	 	 	 	 
	$**
	 	 	 	110%
	 	 	 	 	 
	$**
	 	 	 	120%
	 	 	 	 	 
	$**
	 	 	 	130%
	 	 	 	 	 
	$**
	 	 	 	140%
	 	 	 	 	 
	$**
	 	 	 	150%
	 	 	 	 	 
	$**
	 	 	 	160%
	 	 	 	 	 
	$**
	 	 	 	170%
	 	 	 	 	 
	$**
	 	 	 	180%
	 	 	 	 	 
	$**
	 	 	 	190%
	 	 	 	 	 
	>=$**     
	 	 	 	200%
	 	 	 	 	 






This information is extremely confidential and should
be treated as such. Please do not share this
information with anyone inside or outside of
MKS Instruments, Inc.



 









 










PERSONAL & CONFIDENTIAL

MKS MEMORANDUM

[FORM OF]

2010 Special Mid-Year Bonus Plan

Based on Adjusted Operating Income

(January 1 — June 30)




In 2010 MKS will offer a one-time special mid-year bonus plan.
The payout of this bonus will be achieved according to the
schedule shown in the chart below. For example, you will
receive 15% of your target corporate bonus if our Adjusted
Operating Income reaches $** million and a maximum of 30%
of your target bonus if Adjusted Operating Income reaches $** million.



	 	 	 	 	 
	MID-YEAR BONUS
	Operating Income	 	 	 	% of Target
		 	 	 	Bonus Earned
	< $**   
	 	 
	 	5%
	 	 	 	 	 
	$**
	 	 	 	10%
	 	 	 	 	 
	$**
	 	 	 	15%
	 	 	 	 	 
	$**
	 	 	 	20%
	 	 	 	 	 
	$**
	 	 	 	25%
	 	 	 	 	 
	>=$**     
	 	 	 	30%
	 	 	 	 	 






This information is extremely confidential and should
be treated as such. Please do not share this information with anyone inside or outside of MKS Instruments, Inc.



 









 










2010 MKS Bonus Plans



The MKS Annual Bonus Plan (The Plan) is based on fiscal year performance (January through
December). The special MKS Mid-Year Bonus Plan is based on performance from January through June.
Performance measurements are set at the beginning of the fiscal year.



Plan participants have 100% of their bonus tied to achievement of corporate goals.




Participation/Approval:



Participation in the Plan requires the approval of the most senior individual in each organization
as well as Human Resources and the Chief Executive Officer and President. Participation in the plan
is reviewed on an annual basis.




Target:



Bonus target guidelines are established for positions as a percentage of pay.




Payout:



The bonus payout amount is a percentage of eligible W-2 earnings received during the plan
period, i.e.“base salary” including regular, holiday, vacation, sick, and retro pay. Bonus payments
attributable to the prior year or paid mid-year in 2010 are excluded from this calculation.




Administration:



Bonus payout is made as soon as possible after the end of the fiscal year and the performance
assessment has been completed, but in no event later than March 15 of the subsequent year. Bonus
payout for the mid-year bonus plan will be made as soon as possible, but in no event later than
August 15th.




Note:  
In order to receive either bonus payment the plan participant must be actively employed as of the payout dates of The Plan.



MKS reserves the right to change the plan at any time, subject to senior management discretion. In
no way does this plan create a contract of employment.