MKSI » Topics » Certain Relationships and Related Transactions

This excerpt taken from the MKSI DEF 14A filed Mar 28, 2007.
Certain Relationships and Related Transactions
 
In accordance with our Audit Committee charter, our Audit Committee is responsible for reviewing and approving the terms and conditions of all material related party transactions. The Audit Committee annually reviews and approves transactions in which any related party may have a direct or indirect material interest.
 
Mr. Schneider, MKS’s Vice President and General Manager, Ion Systems, was the President and Chief Executive Officer of Ion Systems, Inc., which was acquired by MKS on January 3, 2006. In connection with the acquisition, Mr. Schneider received payment out of the purchase price proceeds for a management incentive bonus arrangement that was in effect between him and Ion Systems, Inc. and for his stock options. The aggregate principal amount paid to Mr. Schneider in connection with the acquisition was approximately $3,015,000.
 
Mr. Stewart, MKS’s Vice President and General Manager of the Vacuum Products Group, is the general partner of Aspen Industrial Park Partnership, LLLP and 5330 Sterling Drive, LLC (collectively, “Aspen”). Three of Mr. Stewart’s siblings, Timothy Stewart, Christopher Stewart and Marian Stewart, are also partners in Aspen. MKS leases from Aspen certain facilities occupied by MKS’s Vacuum Products Group in Boulder, Colorado. MKS paid Aspen approximately $751,000 in 2006 to lease such facilities.
 
During 2006 Emerson Electric Co. was the beneficial owner of at least 5% of the outstanding shares of Common Stock. During 2006, MKS purchased materials and administrative services from Emerson and its subsidiaries totaling approximately $1,430,000. As of the date of this proxy statement, Emerson is no longer the beneficial owner of 5% of the outstanding shares of Common Stock.


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