FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance-Based Vesting)Restricted Stock Unit Award Agreement • May 6th, 2016 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Nevada
This Restricted Stock Unit Award Agreement (the “Agreement”) is entered into as of [GRANT DATE] (the “Grant Date”), by and between Newport Corporation, a Nevada corporation (the “Company”), and [GRANTEE NAME] (the “Grantee”), pursuant to the Company’s 2011 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
FORM OF NEWPORT CORPORATION STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Right Award Agreement • May 6th, 2016 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Nevada
THIS STOCK APPRECIATION RIGHT AWARD AGREEMENT (the “Agreement”) is entered into as of [GRANT DATE] (the “Grant Date”), by and between Newport Corporation, a Nevada corporation (the “Company”), and [GRANTEE NAME] (the “Grantee”) pursuant to the Company’s 2006 Performance-Based Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
MKS INSTRUMENTS, INC. SAR ASSUMPTION AGREEMENT FOR EMPLOYEES OUTSIDE OF THE UNITED STATES NEWPORT CORPORATION AMENDED AND RESTATED 2011 STOCK INCENTIVE PLANSar Assumption Agreement • May 6th, 2016 • MKS Instruments Inc • Industrial instruments for measurement, display, and control
WHEREAS, MKS Instruments, Inc., a Massachusetts corporation (“MKS”), has acquired Newport Corporation, a Nevada corporation (“Newport”), through the merger of a wholly owned MKS subsidiary into Newport (the “Merger”) pursuant to the Agreement and Plan of Merger, by and among MKS, Newport and such subsidiary dated as of February 22, 2016, as may be amended from time to time (the “Merger Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 6th, 2016 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Nevada
This INDEMNIFICATION AGREEMENT is effective as of [date], between NEWPORT CORPORATION, a Nevada corporation (the “Company”), and [name] (“Indemnitee”), an officer and/or member of the Board of Directors of the Company.
MKS INSTRUMENTS, INC. RSU ASSUMPTION AGREEMENT FOR EMPLOYEES OUTSIDE OF THE UNITED STATES NEWPORT CORPORATION AMENDED AND RESTATED 2011 STOCK INCENTIVE PLANRsu Assumption Agreement • May 6th, 2016 • MKS Instruments Inc • Industrial instruments for measurement, display, and control
WHEREAS, MKS Instruments, Inc., a Massachusetts corporation (“MKS”), has acquired Newport Corporation, a Nevada corporation (“Newport”), through the merger of a wholly owned MKS subsidiary into Newport (the “Merger”) pursuant to the Agreement and Plan of Merger, by and among MKS, Newport and such subsidiary dated as of February 22, 2016, as may be amended from time to time (the “Merger Agreement”).
MKS INSTRUMENTS, INC. RSU ASSUMPTION AGREEMENT FOR U.S. EMPLOYEES NEWPORT CORPORATION AMENDED AND RESTATED 2011 STOCK INCENTIVE PLANRsu Assumption Agreement • May 6th, 2016 • MKS Instruments Inc • Industrial instruments for measurement, display, and control
WHEREAS, MKS Instruments, Inc., a Massachusetts corporation (“MKS”), has acquired Newport Corporation, a Nevada corporation (“Newport”), through the merger of a wholly owned MKS subsidiary into Newport (the “Merger”) pursuant to the Agreement and Plan of Merger, by and among MKS, Newport and such subsidiary dated as of February 22, 2016, as may be amended from time to time (the “Merger Agreement”).
