2012 EQUITY INCENTIVE PLAN
PERFORMANCE STOCK UNIT AWARD AGREEMENT
THIS AGREEMENT dated as of [ ] between Waters Corporation, a corporation organized under the laws of the State of Delaware (the Company), and [ ] (the Participant or you), an employee of Waters Corporation.
1. Grant of Award. Pursuant and subject to the Companys 2012 Equity Incentive Plan (as the same may be amended from time to time, the Plan), the Company hereby grants to the Participant an award (the Award) consisting of a target number of [ ] Performance Units (the Target Award and such Performance Units, the PSUs). Each PSU represents the conditional right to receive, without payment but subject to the terms, conditions and limitations set forth in this Agreement and in the Plan, one share of the common stock, par value $.01 per share, of the Company (the Stock), subject to adjustment pursuant to Section 8 of the Plan in respect of transactions or events occurring after the date hereof. The percentage of the Target Award that may be earned by the Participant will be determined in accordance with Exhibit A hereto. The date of grant (the Grant Date) of this Award is [ ].
2. Earned PSUs. The PSUs shall become Earned PSUs following the end of the Performance Period to the extent earned in accordance with the performance criteria set forth on Exhibit A (the Performance Criteria), subject to the Compensation Committee determining, in its sole discretion, the achievement of the Performance Criteria.
3. Vesting of Earned PSUs; Termination of Employment. No portion of the Award is vested as of the date hereof. The Earned PSUs (if any) shall vest in full on March 1, 2023 (the Vesting Date), subject to your continuous employment through this date, or such earlier time as set forth in Section 4 below. Notwithstanding the foregoing, in the event of a termination of your employment due to your Retirement after the first anniversary of the Performance Period Start Date (a Qualifying Retirement) or your death, in either case, prior to the Vesting Date and prior to a Change of Control, the PSUs shall not terminate upon such termination and shall instead remain outstanding and eligible to become Earned PSUs in accordance with the terms of this Agreement and to vest on the Vesting Date. The number of Earned PSUs, if any, will be prorated based on the number of the days that have elapsed in the Performance Period from the Performance Period Start Date (as defined in Exhibit A) to the date of such termination of employment.
4. Change of Control. Notwithstanding anything contained in Section 9 of the Plan to the contrary:
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If, prior to the Performance Period End Date (as defined in Exhibit A), a Change of Control occurs, to the extent the PSUs are outstanding immediately prior to such Change of Control, the PSUs shall be deemed earned assuming the Performance Criteria have been achieved at target levels and the number of Earned PSUs shall be equal to the number of PSUs subject to the Target Award. The Earned PSUs shall continue to vest based solely on time and shall vest on the Vesting Date, subject to your remaining in continuous employment through such date, except as otherwise provided in Section 4(b)-(d) below.
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If (A) in connection with a Change of Control described in subsection (a) above the Earned PSUs are assumed or continued, or a new award is substituted for the Earned PSUs, by the acquiror or survivor (or an affiliate of the acquiror or survivor), (B) you remain continuously employed through the date of the Change of Control, and (C) your employment is terminated by the Company without Cause or by you for Good Reason, in either case, within eighteen (18) months following the Change of Control, the Earned PSUs will automatically vest in full upon such termination of employment.