Amendment to Deferral Letter Agreement Between Millipore Corporation and Director
Millipore Corporation and one of its directors are amending a previous agreement regarding the deferral of the director’s fees. The amendment clarifies that if the company’s common stock is converted into cash, securities, or other property due to a corporate transaction, the director’s deferred compensation units will also be converted in the same way. All other terms of the original agreement remain unchanged. The amendment is governed by Massachusetts law and is effective as of August 12, 2004.
EXHIBIT 10.1
FORM OF
AMENDMENT TO THE
DEFERRAL LETTER AGREEMENTS WITH DIRECTORS OF MILLIPORE CORPORATION
WHEREAS Millipore Corporation (the Company) and the undersigned individual (the Director) are a party to that certain letter agreement, dated as of (the Agreement), with respect to the deferral of directors fees (including annual retainer, meeting fees and any other sums to be paid to the Director for service as a director of the Company; and
WHEREAS the Company and the Director wish to amend the Agreement as set forth herein.
NOW, THEREFORE, the Agreement is hereby amended, effective on the date hereof, as follows:
1. The Company and the Director each agree that if shares of Company common stock are converted (by reason of a merger, consolidation, statutory share exchange, sale of assets or other corporate transaction) into cash, securities or other property, each Purchased Unit shall be deemed converted into such cash, securities or other property in the same manner. For purposes of distributions, the amount of any payments due to the Director in respect of the Purchased Units shall be determined by reference to the then current market value of such cash, securities or other property into which the Purchased Units have been deemed converted.
2. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the terms thereof on the date hereof.
3. The validity, interpretation, construction performance and enforcement of this Amendment shall be governed by the laws of the Commonwealth of Massachusetts without giving effect to the principles of conflict of laws thereof.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this 12th day of August, 2004.
Millipore Corporation
by
Name: Jeffrey Rudin
Title: Vice President, General Counsel
[name of Director]