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MKS Instruments, Inc. (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   October 31, 2006

MKS Instruments, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Massachusetts 000-23621 04-2277512
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
90 Industrial Way, Wilmington, Massachusetts   01887
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   978-284-4000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement.

On October 25, 2006, the Registrant amended the compensation for the Registrant's Non-Employee Director, effective as of January 1, 2007. A summary of the 2007 compensation is attached to the Current Report on Form 8-K as Exhibit 99.1.

On October 25, 2006, the Registrant amended Leo Berlinghieri's compensation, effective as of January 1, 2007. Mr. Berlinghieri's annual salary was increased to $485,000, additionally his percentage target bonus under the MKS Management Incentive Bonus Plan was increased from 75% to 100%.





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    MKS Instruments, Inc.
          
October 31, 2006   By:   Ronald C. Weigner
       
        Name: Ronald C. Weigner
        Title: VP & CFO

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  Summary of Compensatory Arrangements with Non-Empoyee Directors
EX-99.1

EXHIBIT 99.1

Summary of Compensatory Arrangements with Non-Employee Directors

Cash Compensation

Directors who are not employees of the Company are paid cash compensation as follows:

                 
Type of Fee   Role   Amount   For each
Annual retainer
  Non-Executive
Chairman 		 
$75,000 		 
year of service
 
               
 
                
Attendance
  Non-Executive
Chairman 		 
$2,000 		 
board meeting
 
               
 
                
Annual retainer
  Board member   $ 32,000     year of service
 
               
 
                
Attendance
  Board member   $ 2,000     board meeting
 
               
 
                
Attendance
  Audit Committee Chair   $ 1,500     committee meeting
 
               
 
                
Annual retainer
  Audit Committee Chair   $ 12,000     year of service
 
               
 
                
Attendance
  Other Audit
Committee members 		 
$1,500 		 
committee meeting
 
               
 
                
Attendance
  Compensation
Committee Chair 		 
$1,500 		 
committee meeting
 
               
 
                
Annual retainer
  Compensation
Committee Chair 		 
$10,000 		 
year of service
 
               
 
                
Attendance
  Other Compensation
Committee members 		 
$1,500 		 
committee meeting
 
               
 
                
Attendance
  Nominating and
Corporate Governance
Committee Chair 		 

$1,500 		 

committee meeting
 
               
 
                
Annual retainer
  Nominating and
Corporate Governance
Committee Chair 		 

$6,000 		 

year of service
 
               
 
                
Attendance
  Other Nominating and
Corporate Governance
Committee members 		 

$1,500 		 

committee meeting
 
               

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
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.