| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On July 31, 2018, MKS Instruments, Inc. (the Company”) filed a Current Report on Form8-K disclosing that the Board of Directors of the Company (the “Board”) had appointed Rajeev “Raj” Batra as a Class I Director, with a term beginning on October 1, 2018. On October 29, 2018, the Board appointed Mr. Batra to serve on the Compensation Committee of the Board.
(e) On October 29, 2018, the Company entered into Amendment No. 2 to the Employment Agreement dated October 22, 2013 and amended on March 27, 2018, with Gerald G. Colella, the Company’s Chief Executive Officer, pursuant to which the Company increased Mr. Colella’s severance benefits if the Company terminates Mr. Colella’s employment without cause outside of achange-in-control. Previously, Mr. Colella was entitled to 12 months base salary and continuation of health benefits for 12 months. This amendment provides for 18 months base salary plus 1.5 times his target bonus and continuation of health benefits for 18 months.
On October 29, 2018, the Company entered into an amendment to the employment agreement dated August 1, 2016, with Seth H. Bagshaw, the Company’s Senior Vice President, Chief Financial Officer and Treasurer, pursuant to which the Company increased Mr. Bagshaw’s severance benefits if the Company terminates Mr. Bagshaw’s employment without cause outside of achange-in-control. Previously, Mr. Bagshaw was entitled to the greater of (i) 6 months of base salary or (ii) two weeks of base salary for each year of service to the Company. This amendment provides for 12 months of base salary plus health benefits for 12 months.
On October 29, 2018, the Company entered into an amendment to the employment agreement dated May 9, 2018, with John T.C. Lee, the Company’s President and Chief Operating Officer, pursuant to which the Company increased Dr. Lee’s severance benefits if the Company terminates Dr. Lee’s employment without cause outside of achange-in-control. Previously, Dr. Lee was entitled to the greater of (i) 6 months base salary or (ii) two weeks of base salary for each year of service to the Company. This amendment provides for 12 months of base salary plus health benefits for 12 months.
The foregoing description of the amendment to each of the employment agreements with Messrs. Colella and Bagshaw and Dr. Lee is a summary only and is qualified in its entirety by reference to the amendment to each executive officer’s employment agreement, each of which is attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and each is incorporated herein by reference.
