First Amendment to Waters Corporation Second Amended and Restated Long-Term Performance Incentive Plan

Summary

Waters Corporation has amended its Second Amended and Restated Long-Term Performance Incentive Plan, which benefits certain employees. The amendment increases the total number of common shares available for awards under the plan to 17,750,000 and sets a limit of 200,000 shares that may be awarded as restricted stock. The amendment is effective as of May 7, 2002, and is executed by the company's Senior Vice President.

EX-10.31 3 dex1031.txt FIRST AMENDMENT TO THE SECOND 1996 LONG-TERM PLAN Exhibit 10.31 FIRST AMENDMENT TO THE WATERS CORPORATION SECOND AMENDED AND RESTATED LONG-TERM PERFORMANCE INCENTIVE PLAN WHEREAS, Waters Corporation (the "Company") has established and maintains a long-term performance incentive plan for the benefit of certain employees of the Company entitled the Waters Corporation Second Amended and Restated Long-Term Performance Incentive Plan (the "Plan"); and WHEREAS, the Company desires to amend the Plan in certain respects in order to increase the number of shares available for awards under the Plan and to limit the number of shares available for awards in the form of restricted stock under the Plan; NOW THEREFORE, in accordance with the power of amendment contained in Section 17 of the Plan, the Plan hereby amended, effective May 7, 2002, as follows: 1. Paragraph 4(b) of the Plan is amended to provide for the issuance of "an aggregate of not more than 17,750,000 Common Shares, subject to adjustment as provided in Paragraph 13." 2. Paragraph 7 is amended by adding the following subparagraph (d) at the end thereof: "(d) No more than 200,000 Common Shares, subject to adjustment as provided in Paragraph 13, may be awarded in the form of Restricted Stock." IN WITNESS WHEREOF, the Company has caused this amendment to be signed on its behalf by its duly authorized representative this 7/th/ day of May, 2002. WATERS CORPORATION By: /s/ Brian K. Mazar ----------------------------------- Its: Senior Vice President, ---------------------------------- Human Resources and ----------------------------- Investor Relations -----------------------------