|Name of Participant:
|Number of Shares of Stock subject to the Stock Option:
|Exercise Price Per Share:
|Date of Grant:
2020 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
This agreement (this Agreement) evidences a stock option granted by Waters Corporation (the Company) to the individual named above (the Participant), pursuant to and subject to the terms and conditions of the Waters Corporation 2020 Equity Incentive Plan (as from time to time amended and in effect, the Plan). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
1. Grant of Option. On the date of grant set forth above (the Date of Grant), the Company granted to the Participant an option (the Stock Option) to purchase, pursuant to and subject to the terms and conditions set forth in this Agreement and in the Plan, up to the number of shares of Stock set forth above (the Shares), with an exercise price per Share as set forth above, in each case, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.
The Stock Option is a non-statutory option (that is, an option that is not intended to qualify as an ISO) and was granted to the Participant in connection with the Participants Employment.
2. Vesting. The term vest as used herein with respect to the Stock Option (or any portion thereof) means to become exercisable and the term vested with respect to the Stock Option (or any portion thereof) means that the Stock Option (or portion thereof) is then exercisable. Unless earlier terminated, forfeited, relinquished or expired, the Stock Option will vest as to twenty percent (20%) of the Shares on each of the first five anniversaries of the Date of Grant, with the number of Shares that vest on any such date being rounded down to the nearest whole Share and the Stock Option becoming vested as to 100% of the Shares on the fifth (5th) anniversary of the Date of Grant, subject, in each case, to the Participant remaining in continuous Employment from the Date of Grant through the applicable vesting date except as described in this Section 2 or Section 4 below. Notwithstanding the foregoing, in the event the Participants Employment terminates due to his or her death, the portion of the Stock Option that is then outstanding and unvested shall vest in full as of immediately prior to such termination.
3. Exercise of the Stock Option. No portion of the Stock Option may be exercised until such portion vests. Each election to exercise any vested portion of the Stock Option will be subject to the terms and conditions of the Plan and must be in written or electronic form acceptable to the Administrator, signed (including by electronic signature) by the Participant or, if at the relevant time the Stock Option has passed to a permitted transferee, the permitted transferee. Each such written or electronic exercise election must be received by the Company at its principal office or by such other party as the Administrator may prescribe and be accompanied by payment in full of the exercise price by cash or check, through a broker-assisted exercise program acceptable to the