Exhibit 10.29
WATERS CORPORATION
2003 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of <> between Waters Corporation, a
corporation organized under the laws of the State of Delaware (the "Company"),
and <> (the "Optionee"), an employee of Waters Corporation.
1. GRANT OF OPTION. Pursuant and subject to the Company's 2003 Equity
Incentive Plan (as the same may be amended from time to time, the "Plan"), the
Company grants to you, the Optionee, an option (the "Option") to purchase from
the Company all or any part of a total of <> shares (the
"Optioned Shares") of the common stock, par value $.01 per share, in the Company
(the "Stock"), at a price of $<> per share. The Grant Date of this
Option is as of <>.
2. CHARACTER OF OPTION. This Option is not intended to be treated as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.
3. DURATION OF OPTION. Subject to the following sentence, this Option
shall expire at 5:00 p.m. ET on the 10th anniversary of the Grant Date. However,
if your employment or other association with the Company and its Affiliates ends
before that date, this Option shall expire at 5:00 p.m. ET on the date specified
in the preceding sentence or, if earlier, the date specified in whichever of the
following applies :
(a) If the termination of your employment or other association
is on account of your retirement, death or disability, the first anniversary of
the date your employment or other association ends.
(b) If the termination of your employment or other association
is due to any other reason, the first anniversary of the date your employment or
other association ends.
4. EXERCISE OF OPTION.
No portion of the Option is vested as of the date hereof. Except as
set forth in the Change of Control/Severance Agreement dated as of February
24, 2004 between the Company and the Optionee (the "Change of Control/Severance
Agreement"), for the next five years, on each anniversary of the date hereof,
20% of the Option granted hereunder will vest and such vested portion of the
Option will be exercisable. However, during any period that this Option remains
outstanding after your employment or other association with the Company and its
Affiliates ends, you may exercise it only to the extent it was exercisable
immediately prior to the end of your employment or other association.
(b) The procedure for exercising this Option is described in
Section 7.1(g) of the Plan. You may pay the exercise price due on exercise by
(i) cash or check payable to the
order of the Company in an amount equal to the exercise price of the shares to
be purchased or, (ii) to the extent permitted by applicable law, through and
under the terms and conditions of any formal cashless exercise program
authorized by the Company.
5. TRANSFER OF OPTION. The Option granted hereunder may be transferred
or assigned by Optionee to such Optionee's family member in accordance with the
provisions of Section 7.1(f). of the Plan.
6. INCORPORATION OF PLAN TERMS. This Option is granted subject to all
of the applicable terms and provisions of the Plan, including but not limited to
the provision for acceleration of vesting of this Option set forth in Section 8
(Adjustment Provision) and the limitations on the Company's obligation to
deliver Optioned Shares upon exercise set forth in Section 9 (Settlement of
Awards).
7. MISCELLANEOUS. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, without regard to the
conflict of laws principles thereof and shall be binding upon and inure to the
benefit of any successor or assign of the Company and any executor,
administrator, trustee, guardian, or other legal representative of you.
Capitalized terms used but not defined herein shall have the meaning assigned
under the Plan. This Agreement may be executed in one or more counterparts all
of which together shall constitute but one instrument.
8. TAX CONSEQUENCES. The Company makes no representation or warranty as
to the tax treatment to you of your receipt or exercise of this Option or upon
your sale or other disposition of the Optioned Shares. You should rely on your
own tax advisors for such advice.
IN WITNESS WHEREOF, the parties have executed this Agreement as a
sealed instrument as of the date first above written.
WATERS CORPORATION
By: Xxxxxxx X. Xxxxxxxxxx
Title: Chairman, President and Chief Executive Officer
EMPLOYEE
Electronic Signature of Optionee
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