Transition Period Contract Clauses (129)

Transition Period. Executive's last day of full-time employment with the Company will be December 31, 2019 (the "Transition Date"). As of the Transition Date, Executive will relinquish his title and authority as Co-Chief Investment Officer, Executive President of Acquisitions but will continue to perform Transition Services (as defined below) for the Company as an employee working a reduced schedule of between eight and 16 hours per week at Executive's discretion for a period commencing with the Transition Date un...til the Retirement Date (the "Transition Period"). Executive's specific schedule will be determined from time to time in accordance with the above parameters by mutual agreement between the Company's Chief Executive Officer ("CEO") and Executive. The Transition Period may be extended upon mutual written agreement between the Company and Executive. View More

Transition Period. During the time between the date of this letter and the date your employment terminates (the "Transition Period"), (a) you will continue to work for the Company and perform the job duties contemplated by your position as EVP Geoscience, and provide transition assistance Chief Operating Officer ("COO"), as needed; (b) you will also have time to devote to a search for a new position and go on interviews as needed; and (c) your salary will remain the same. Unless you decide to resign sooner, the Tr...ansition Period will end on March 7, 2019 (the "Separation Date"). View More

Transition Period. a. Duties. Between now and the Separation Date (the "Transition Period'), you will be placed on garden leave and will not be required to perform your regular duties. You will instead be required to remain available to provide transition briefing or advice on matters for which you are knowledgeable as and when requested by the Company. During the Transition Period, you agree to transition your regular job duties and responsibilities and perform the transition duties and other tasks as requested b...y the Company. You agree to perform your Transition Period services in good faith and to the best of your abilities. You must continue to comply with all of the Company's policies and procedures and with all of your statutory and contractual obligations to the Company, including, without limitation, your obligations under your Confidentiality Agreement and Assignment of Inventions (a copy of which is attached hereto as Exhibit A), which you acknowledge and agree are contractual commitments that remain binding upon you, both during and after the Transition Period. b. Compensation/Benefits. During the Transition Period, your base salary will remain the same, and you will continue to be eligible for the Company's standard benefits, subject to the terms and conditions applicable to such plans and programs. Your Company equity awards, as applicable, will continue to vest under the existing terms and conditions set forth in the governing plan documents and grant agreement(s).c. Termination. Nothing in this Agreement alters your employment at will status. Accordingly, during the Transition Period you are entitled to resign your employment for any reason with or without advance notice, and the Company may terminate your employment with or without Cause (as defined below) or advance notice. If prior to November 1, 2020, the Company terminates your employment without Cause or you resign your employment for any reason, you will remain eligible for the Severance Benefits (as Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. defined and described below), provided that you have satisfied the conditions for receipt of the Severance Benefits (as set forth below). If prior to November 1, 2020, the Company terminates your employment with Cause, then you will no longer be eligible for participation in any Company benefit plans, and you will not be entitled to the Severance Benefits. For the avoidance of doubt, if your employment terminates on November 1, 2020, pursuant to Paragraph 1 above, it will be a termination without Cause.d. Definition of Cause. For purposes of this Agreement, "Cause" for termination will mean any one or more of the following: (a) the commission of theft, embezzlement, fraud, obtaining funds of property under false pretenses or similar acts of misconduct with respect to the property of the Company or its employees or the Company's customers or suppliers; (b) your entering of a guilty plea or conviction for any crime involving fraud, misrepresentation or breach of trust, or for any serious criminal offence that impacts adversely on the Company; (c) willful misconduct or gross negligence in performance of your duties hereunder, including your refusal to comply in any material respect with the legal directives of the Board of Directors of Parent (the "Board') so long as such directives are not inconsistent with your position and duties or inconsistent with any other legal obligation or requirement, and such refusal to comply is not remedied within ten (10) working days after written notice from the Board, which written notice shall state that failure to remedy such conduct may result in termination for Cause; or (d) your material breach of any element of the employment agreement entered into between you and the Company dated July 3, 2017 (the "Employment Agreement'), which breach (if determined in good faith by the Company or the Board to be curable) is not remedied within ten (10) working days after written notice from the Company or the Board, which written notice shall state that failure to remedy such conduct may result in termination for Cause. View More

Transition Period. (a) Transition. Subject to earlier termination as provided herein, from the date hereof through April 30, 2021 (the "Transition Date"), you will continue to serve as Senior Vice President, Global Products and as an executive officer of the Company and a member of the Executive Committee. On the Transition Date, you will be deemed to resign from any and all: (i) officer positions you hold with the Company or any of its Affiliates (as defined below); (ii) memberships you hold on any boards of dire...ctors, boards of managers or other governing boards or bodies of the Company or any of its Affiliates; and (iii) memberships you hold on any of the committees of any such boards or bodies. For purposes of this Agreement, "Affiliates" means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company. Subject to earlier termination as provided herein, from the Transition Date until July 2, 2021 (the "Separation Date"), you will be employed by the Company, on a full-time basis, as a non-executive senior advisor and shall not, for the avoidance of doubt, be an executive officer of the Company or a member of the Executive Committee. The period beginning on the Transition Date and ending on the Separation Date is hereinafter referred to as the "Transition Period". Subject to earlier termination as provided for herein, from July 3, 2021 until September 3, 2021 (the "Consulting Period"), you will serve as a non-employee consultant to the Company on the terms and conditions set forth in this Agreement. (b) Duties and Responsibilities. Prior to the Transition Date, you will continue to perform your current duties. During the Transition Period, you will perform such duties as may be reasonably assigned to you from time to time by the President and Chief Executive Officer of the Company (the "CEO") or his designee, including, without limitation, using best efforts in providing transition assistance as may be reasonably requested by the CEO or his designee. You will at all times continue to devote your best professional efforts to the Company and use your best efforts to abide by all Company policies and procedures as are in effect from time to time. 34 Maple Street Milford, MA 01757-3696 U.S.A. [T] 508.478.2000 [T] 1.800.252.4752 [F] 508.872.1990 [W] www.waters.com (c) Compensation, Benefits and Reimbursements. From the date hereof until the Separation Date, you will continue to receive your base salary, payable at the rate in effect as of the date hereof ($430,000 per year) and in accordance with the Company's regular payroll practices, and to participate in all employee benefit plans and programs of the Company in accordance with the terms of those plans and programs, except that you will not be eligible to participate in the Company's annual bonus plan for fiscal year 2021. In addition, from the date hereof until the Separation Date, the Company will pay or reimburse you, in accordance with the Company's reimbursements procedures and practices in effect from time to time, for all reasonable business expenses incurred by you in the performance of your duties and responsibilities to the Company, provided that you submit on a timely basis such documentation and substantiation of those expenses as the Company may require from time to time. (d) Equity Awards. You acknowledge and agree that Exhibit A attached to this Agreement sets forth a true and complete schedule of all stock options, restricted stock units and performance stock units previously granted by the Company to you that remain outstanding and unexercised, if applicable, as of the date hereof (collectively, the "Equity Awards"). The Equity Awards will continue to vest in accordance with their respective terms, as set forth in the Company's 2012 Equity Incentive Plan or 2020 Equity Incentive Plan, as applicable, and the award agreements between you and the Company thereunder (collectively, the "Equity Documents") from the date hereof until the Separation Date. View More

Transition Period. You agree to perform your Transition Period services in good faith and to the best of your abilities. During the Transition Period, you must continue to comply with all of the Company's policies and procedures and with all of your statutory and contractual obligations to the Company, including, without limitation, your obligations under your Employee Confidential Information and Invention Assignment Agreement (a copy of which is attached hereto as Exhibit A), which you acknowledge and agree are ...contractual commitments that remain binding upon you, both during and after the Transition Period. 253055600 v2 Page 2 b.Compensation/Benefits. During the Transition Period, your base salary will remain the same, and you will continue to be eligible for the Company's standard benefits, subject to the terms and conditions applicable to such plans and programs. During the Transition Period, your Company stock options will continue to vest under the existing terms and conditions set forth in the governing plan documents and option agreement. c.Termination. Nothing in this Agreement alters your employment at-will status. Accordingly, during the Transition Period you may resign your employment with or without advance notice and for any reason, and the Company may terminate your employment with or without advance notice and with or without Cause (as defined in that certain Executive Employment Agreement between you and the Company dated as of November 13, 2020 (the "Prior Agreement"). If, prior to August 2, 2021, the Company terminates your employment without Cause or you resign from your employment, either with or without Good Reason (as defined in the Prior Agreement), then you will remain eligible for the Severance Benefits (as defined below), provided that you have satisfied the Severance Preconditions (as set forth below). If prior to August 2, 2021, the Company terminates your employment with Cause, or your employment terminates due to your death or Disability (as defined in the Prior Agreement) then you will no longer be eligible for participation in any Company benefit plans, and you will not be entitled to the Severance Benefits. View More

Transition Period. Executive will remain employed by the Company as CFO during a period of time (the "Transition Period") in order to provide for an orderly transition of his duties and while the Company begins a search for a replacement CFO. The Transition Period will commence as of the date Executive signs this Agreement (the "Signature Date"), and will continue until the earlier of: (a) such time as the Company determines that Executive's services as CFO are no longer needed and upon providing Executive at leas...t ten (10) days' written notice; or (b) if a new CFO has not been appointed by January 2, 2019, Executive may end the Transition Period upon at least thirty (30) days' written notice to the Company. Executive shall perform his regular duties as CFO during the Transition Period at a level of performance consistent with his performance prior to the Signature Date and in any event, in a manner that would not constitute Cause (as "Cause" is defined in the Severance Plan) to terminate his employment, until a new CFO is appointed and actually employed by the Company, and, if employment as CFO has ended earlier than December 31, 2018, Executive shall continue his employment as a regular employee (not as CFO) until December 31, 2018 (the actual date on which Executive's employment terminates is referred to herein as the "Separation Date"). Executive shall be paid his full compensation and participate in full benefits through the Separation Date at the same levels he receives such compensation and participates in such benefits at the Signature Date, provided that he will not be eligible for any additional or new equity awards under any of the Company's equity plans after the Signature Date. As of the Separation Date, Executive will be deemed to have resigned from all of his officer positions with the Company (i.e., Executive Vice President and Chief Financial Officer) and from all of his officer and director positions of its subsidiaries and affiliates, as well as any positions Executive may hold with third parties at the request of or on behalf of the Company. Executive agrees to execute all documents necessary to effect his resignation from such entities and assure a smooth transition of duties and responsibilities from such roles. View More

Transition Period. During the period beginning February 5, 2014, through the Separation Date (the "Transition Period"), the Parties agree that Employee will continue to be employed pursuant to the current terms of his employment, as amended by this Agreement. During the Transition Period, Employee will provide the services set forth in Appendix B attached hereto.

Transition Period. Subject to your compliance with the terms of this Agreement and section 10 below, your employment with the Company will terminate on July 1, 2015 (your date of termination, the "Separation Date"). You agree to cooperate fully with the Company in all matters relating to the transition of your work and responsibilities. During the period beginning on the date of this Agreement and ending on May 31, 2015 (the "First Transition Period"), in addition to working with the Company to ensure the smooth t...ransition of your responsibilities, you shall continue to serve as the Company's Chief Financial Officer and perform all duties normally associated with such position. During the First Transition Period, you will work at the Company's offices during normal business hours unless otherwise directed by the Company. During the period beginning on June 1, 2015 and ending on the Separation Date (the "Second Transition Period"), you agree to provide advisory services to the Company by making yourself reasonably available during regular business hours to provide, from time to time, the benefit of your experience and insight regarding various Company-related matters. During the Second Transition Period, you may work remotely but will be available at the Company's offices during normal business hours as reasonably required to provide such advisory services and subject to reasonable notice by the Company. During the period beginning on July 2, 2015 and ending on August 15, 2015 (the "Third Transition Period"), you agree to provide advisory services to the Company by making yourself reasonably available during regular business hours to provide, from time to time, the benefit of your experience and insight regarding various Company-related matters through informal telephone and email communications; provided, however, that if you are employed by or otherwise rendering services to another business during this period then such services may be provided to the Company at such times that do not interfere with your other business obligations or commitment. You and the Company agree that effective as of the date you sign this Agreement, you have resigned as a director from all of the Company's subsidiaries for which you serve as a director. Further, you agree that on the Separation Date or earlier if so requested by the Company you will return to the Company any and all Company property in your possession, including, but not limited, to documents in hard copy or electronically stored. Notwithstanding the foregoing, or anything herein to the contrary, the parties agree that you may terminate your employment during the period between June 15, 2015 and July 1, 2015. In such event, (i) the term the "Separation Date" shall thereafter mean the date on which your employment terminates, (ii) your obligations to the Company during the remainder of the Second Transition Period shall be the same as your obligations to the Company during the Third Transition Period, and (iii) you will continue to be entitled to the payments and benefits set forth in paragraphs 3, 4, 5, 7, and 8 of this Agreement in accordance with the terms thereof. View More