Exhibit 10.32
AMENDMENT TO STOCK OPTION AGREEMENT
This Amendment to Stock Option Agreement is dated as of December 31, 2004.
WHEREAS, [name of Optionee] (the "Optionee") and Waters Corporation, a
Delaware corporation (the "Corporation"), are parties to that certain Stock
Option Agreement (the "Agreement"), dated as of December 7, 2000, pursuant to
which the Corporation granted to the Optionee an option (the "Option") to
purchase [insert number of shares] of the Corporation's common stock, par value
$0.01 per share, on the terms and conditions contained therein and in the Waters
Corporation Second Amended and Restated 1996 Long-Term Performance Incentive
Plan (the "Plan");
WHEREAS, pursuant to Section 10 of the Plan, the Compensation Committee
(the "Committee") of the Corporation's Board of Directors may amend the terms of
the Agreement in its discretion in any manner it deems appropriate (including,
but not limited to, acceleration of the date of exercise of the Option), subject
to the terms and conditions contained therein; and
WHEREAS, the Corporation, acting through the Committee, has authorized the
amendment of the Agreement, in accordance with Section 10 of the Plan, on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and for good
and valuable consideration, receipt of which is hereby acknowledged, the
Agreement is hereby amended as follows:
1. Section 2.1 of the Agreement is hereby deleted in its entirety and
replaced with the following:
"The Option granted hereunder will become 100% vested and fully
exercisable on December 31, 2004."
2. Except as expressly provided in this Amendment, all of the terms and
provisions of the Agreement shall remain in full force and effect.
This Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York, without giving effect to principles of
conflicts of laws or choice of law of the State of New York or any other
jurisdiction which would result in the application of the law of any
jurisdiction other than the State of New York.
IN WITNESS WHEREOF, the Corporation has executed and delivered this
Amendment under seal, effective as of the date first above written.
WATERS CORPORATION
By: /s/ Xxxxxxx Xxxxxxxxxx
Chairman, President and Chief Executive
Officer
