EXHIBIT 10.35 FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 13th, 2002 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
EXHIBIT 1 AGREEMENT AND PLAN OF MERGERMerger Agreement • October 11th, 2000 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Delaware
1 EXHIBIT 10.20 MKS INSTRUMENTS, INC. SECOND AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT This Second Amendment (the "Amendment") dated as of January 1, 2001 concerns the First Amended and Restated Loan Agreement dated as of January 1, 2000...Loan Agreement • April 2nd, 2001 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
1 EXHIBIT 10.17 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. PURCHASE AGREEMENT This Purchasing Agreement is made the 1st day of June, 1996 by and between Applied...Purchase Agreement • November 14th, 1997 • MKS Instruments Inc
WITNESSETHLease Agreement • December 22nd, 1997 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
1 Exhibit 1.1 NATIONSBANC MONTGOMERY SECURITIES LLC FORM UNDERWRITING AGREEMENT Execution Copy 6,500,000 Shares MKS Instruments, Inc.Underwriting Agreement • March 23rd, 1999 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • New York
Exhibit 10.38 MKS INSTRUMENTS, INC. NINTH AMENDMENT TO LOAN AGREEMENT This Ninth Amendment (the "Amendment") dated as of July 31, 2001 concerns the Loan Agreement dated as of October 31, 1995 (the "Loan Agreement"), between MKS Instruments, Inc. (the...Loan Agreement • November 14th, 2001 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
EXHIBIT 1.1 MKS INSTRUMENTS, INC. (a Massachusetts corporation) 4,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: January 14, 2004 MKS INSTRUMENTS, INC. (a Massachusetts corporation) 4,000,000 Shares of Common Stock (No Par Value Per Share)...Purchase Agreement • January 15th, 2004 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • New York
Exhibit 10.25 MKS INSTRUMENTS, INC. CONSENT, WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT This Consent, Waiver and First Amendment (the"Amendment") dated as of January 28, 2002 concerns the Credit Agreement dated as of July 31, 2001 (the "Credit...Credit Agreement • April 1st, 2002 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
1 EXHIBIT 10.26 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (the "Agreement") is entered into as of March 18, 1999 between MKS INSTRUMENTS, INC., a Massachusetts corporation (the "Parent"), and the persons listed on SCHEDULE A attached hereto...Contribution Agreement • March 23rd, 1999 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
1 Exhibit 10.28 FIRST AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 30th, 2000 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
2 3 Section 3. Termination. This Agreement shall terminate upon the earliest to occur of (i) the Effective Time (as such term is defined in the Merger Agreement) or (ii) any termination of the Merger Agreement in accordance with the terms thereof;...Stockholder Agreement • October 11th, 2000 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Delaware
MKS INSTRUMENTS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 16, 2024 1.25% Convertible Senior Notes due 2030Indenture • May 16th, 2024 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • New York
INDENTURE, dated as of May 16, 2024, between MKS INSTRUMENTS, INC., a Massachusetts corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
1 Exhibit 10.11 MKS INSTRUMENTS, INC. TENTH AMENDMENT TO LOAN AGREEMENT This Tenth Amendment (the "Amendment") dated as of January 1, 2000 concerns the Loan Agreement dated as of November 1, 1993 (the "Loan Agreement"), between MKS Instruments, Inc....Loan Agreement • March 30th, 2000 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
by and among MKS INSTRUMENTS, INC., as Borrower,Credit Agreement • November 14th, 2001 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
Exhibit 10.26 MKS INSTRUMENTS, INC. CONSENT, WAIVER AND TENTH AMENDMENT TO LOAN AGREEMENT This Consent, Waiver and Tenth Amendment (the "Amendment") dated as of January 28, 2002 concerns the Loan Agreement dated as of October 31, 1995 (the "Loan...Loan Agreement • April 1st, 2002 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
1 EXHIBIT 10.14 REVOLVING CREDIT NOTERevolving Credit Note • December 22nd, 1997 • MKS Instruments Inc • Industrial instruments for measurement, display, and control
EXHIBIT 10.5 MKS INSTRUMENTS, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER THE SECOND RESTATED 1995 STOCK INCENTIVE PLAN ----------------------------------------------------------- 1) Grant of Option. --------------- This agreement evidences...Nonstatutory Stock Option Agreement • August 9th, 2004 • MKS Instruments Inc • Industrial instruments for measurement, display, and control
1 EXHIBIT 10.10 LEASE AGREEMENT 1. PARTIES. This Lease, dated for reference purposes only, October 12, 1989, is made by and between ASPEN INDUSTRIAL PARK PARTNERSHIP, a Colorado limited partnership, (herein called "Landlord") and HPS, DIVISION OF MKS...Lease Agreement • January 28th, 1999 • MKS Instruments Inc • Industrial instruments for measurement, display, and control
3- 4 or defeat the rights of the Owner in and to the Policy. The collateral assignment of the Policy to the Corporation hereunder shall not be terminated, altered, or amended by the Owner while this Agreement is in effect. The parties hereto agree to...Split-Dollar Agreement • December 22nd, 1997 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
Dealer name and address]Call Option Transaction • May 16th, 2024 • MKS Instruments Inc • Industrial instruments for measurement, display, and control
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and MKS Instruments, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
MKS INSTRUMENTS, INC. 2,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 5th, 2023 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • New York
The selling stockholders named in Schedule 2 hereto (the “Selling Stockholders”), each a stockholder of MKS Instruments, Inc., a Massachusetts corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 2,000,000 shares of common stock, with no par value, of the Company (collectively, the “Shares”). The outstanding shares of common stock of the Company are referred to herein as the “Common Stock”. To the extent there are no additional Underwriters listed on Schedule 1 other than you, the term “Representatives” as used herein shall mean you, as Underwriter, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
AUTHORIZED SIGNATURE ------------------------------------------------ AMERICAN BANK NOTE COMPANY DEC 10, 1997 fm 3504 ATLANTIC AVENUE SUITE 12 053699fc LONG BEACH, CA 90807 (562) 989-2333 (FAX) (562) 426-7450 270-19x Proof X REV 3...Stock Certificate • January 28th, 1999 • MKS Instruments Inc • Industrial instruments for measurement, display, and control
EXHIBIT 10.8 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of July 30, 2004 ("Employment Agreement"), by and between MKS Instruments, Inc., a Massachusetts Corporation (the "Corporation"), and Robert L. Klimm, of Wolfeboro, NH (the "Employee")....Employment Agreement • August 9th, 2004 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
Exhibit 10.11 MKS INSTRUMENTS, INC. Restricted Stock Unit Agreement Annual Grant to Non-Employee Directors Under the 2004 Stock Incentive Plan AGREEMENT made this __ day of _____ 20__ (the "Grant Date"), between MKS Instruments, Inc., a Massachusetts...Restricted Stock Unit Agreement • February 28th, 2007 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
STANDARD FORM OF INDUSTRIAL LEASE (SEMI-GROSS)Industrial Lease • January 28th, 1999 • MKS Instruments Inc • Industrial instruments for measurement, display, and control
II. TERMLease Agreement • November 13th, 2000 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Colorado
1 EXHIBIT 10.7 AMENDED & RESTATED EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated December 15, 1995 (the "Employment Agreement") by and between MKS Instruments, Inc., a Massachusetts Corporation (the "Corporation"), and Ronald Weigner of Sudbury, MA...Employment Agreement • December 22nd, 1997 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
AGREEMENT AND PLAN OF MERGER among MKS INSTRUMENTS, INC., EAS EQUIPMENT, INC. and ELECTRO SCIENTIFIC INDUSTRIES, INC. Dated as of October 29, 2018Merger Agreement • October 30th, 2018 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 29, 2018, between MKS Instruments, Inc., a Massachusetts corporation (“Parent”), EAS Equipment, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Electro Scientific Industries, Inc., an Oregon corporation (the “Company”).
AMENDMENT NO. 7 TO TERM LOAN CREDIT AGREEMENT dated as of May 6, 2021, among MKS INSTRUMENTS, INC., as the Borrower, the other Loan Parties party hereto, the Lenders party hereto, and BARCLAYS BANK PLC, as Administrative AgentTerm Loan Credit Agreement • May 10th, 2021 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • New York
This AMENDMENT NO. 7 TO TERM LOAN CREDIT AGREEMENT, dated as of May 6, 2021 (this “Agreement”), by and among MKS Instruments, Inc., a Massachusetts corporation (the “Borrower”), the other Loan Parties party hereto, Barclays Bank PLC, as the administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement referred to below, and each Lender party hereto.
Exhibit 10.12 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated March 10, 2000 ("Employment Agreement") by and between MKS Instruments, Inc., a Massachusetts corporation (the "Corporation"), and Donald Smith of Belmont, MA (the "Employee"). WHEREAS, the...Employment Agreement • March 11th, 2004 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
EXHIBIT 10.1 MKS INSTRUMENTS, INC. Performance Stock Agreement Granted Under the Second Restated 1995 Stock Incentive Plan AGREEMENT made this ____ day of___ ____, between MKS Instruments, Inc., a Massachusetts corporation (the "Company"), and ______...Performance Stock Agreement • August 5th, 2005 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
RECITALSEmployment Agreement • July 5th, 2005 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
Exhibit 10.14 AMENDED & RESTATED EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated December 15, 1995 (the "Employment Agreement") by and between MKS Instruments, Inc., a Massachusetts Corporation (the "Corporation"), and Gerald Colella of Lowell, MA...Employment Agreement • March 11th, 2004 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
MKS INSTRUMENTS, INC. Restricted Stock Unit Agreement Granted Under the 2014 Stock Incentive PlanRestricted Stock Unit Agreement • February 26th, 2019 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Massachusetts
AGREEMENT made «Grant Date» (the “Grant Date”), between MKS Instruments, Inc., a Massachusetts corporation (the “Company”), and «Participant Name» (the “Participant”).
