EXHIBIT 10.1

          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.

                            PERSONAL AND CONFIDENTIAL

                      2005 MKS MANAGEMENT INCENTIVE PROGRAM
                                    [FORM OF]
                PRO FORMA PRE-TAX EARNINGS PER SHARE (EPS) TABLE

                            (JANUARY 1 - DECEMBER 31)

YOUR TARGET BONUS UNDER THE 2005 MKS MANAGEMENT INCENTIVE PLAN IS ___%(1) OF
YOUR BASE EARNINGS. THE PAYOUT OF YOUR BONUS WILL BE ACHIEVED ACCORDING TO THE
SCHEDULE SHOWN IN THE CHART BELOW. FOR EXAMPLE, YOU WILL RECEIVE 50% OF YOUR
TARGET BONUS IF OUR PRO FORMA PRE-TAX EPS REACHES $**, AND 100% OF YOUR TARGET
BONUS IF OUR PRO FORMA PRE-TAX EPS REACHES $**. AT A PRO FORMA PRE-TAX EPS OF
$** OR MORE, YOU WOULD RECEIVE 200% OF YOUR TARGET BONUS, WHICH WOULD RESULT IN
THE PAYMENT OF A BONUS EQUAL TO ___%(2) OF YOUR 2005 BASE MKS EARNINGS.



 Pro forma              % of Target
Pre-Tax EPS            Bonus Earned
- -----------            ------------
                    
  <=$**                     0.0%
   $**                     15.0%
   $**                     25.0%
   $**                     35.0%
   $**                     50.0%
   $**                     60.0%
   $**                     75.0%
   $**                     85.0%
   $**                    100.0%
   $**                    125.0%
   $**                    150.0%
   $**                    175.0%
  >=$**                     200%


- --------
(1)   Target bonus for John Bertucci is 75% of base earnings; for Leo
      Berlinghieri it is 60% of base earnings; for Jerry Colella and
      John A. Smith it is 50% of base earnings; for Robert Klimm,
      Ronald Weigner, William Stewart it is 40% of base earnings.

(2)   This number is double the number set forth in the paragraph
      above with respect to each of the executive officers.

THIS INFORMATION IS EXTREMELY CONFIDENTIAL AND SHOULD BE TREATED AS SUCH. YOU
SHOULD NOT DIVULGE THIS INFORMATION INSIDE OR OUTSIDE OF MKS INSTRUMENTS, INC.