Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

(e) On February 7, 2022, the Board of Directors of MKS Instruments, Inc. ("MKS" or the "Company"), upon the recommendation of the Company's Compensation Committee, approved the Management Incentive Plan (the "MIP") for calendar years beginning with 2022. The MIP provides for the payment of cash awards to the Company's executive management team and certain other designated employees of the Company based upon the achievement of specified performance measures established by the Compensation Committee. Following the end of each performance period, the Compensation Committee will determine the extent to which the performance measures have been met and the amount of the payment (if any) to be made to each participant under the MIP.

The purpose of the MIP is to provide cash incentives to selected employees to achieve the Company's objectives and to reward them for performance.

The MIP replaces the Company's Management and Key Employee Bonus Plan and the Company's Annual Profit Improvement Bonus Plan, each of which remained in effect for the performance period ended December 31, 2021. The foregoing summary of the MIP is qualified in its entirety by reference to the full text of the MIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits




Exhibit
  No.       Description

10.1*         Management Incentive Plan

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Management contract or compensatory plan arrangement

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