0001193125-20-202145 Sample Contracts

CHANGE OF CONTROL/SEVERANCE AGREEMENT
Change of Control/Severance Agreement • July 29th, 2020 • Waters Corp /De/ • Laboratory analytical instruments • Massachusetts

This CHANGE OF CONTROL/SEVERANCE AGREEMENT (this “Agreement”), dated as of July 14, 2020, is made by and between Waters Corporation (together with all subsidiaries or affiliates hereinafter referred to as the “Company”) and Udit Batra (the “Executive”).

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WATERS CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance-Based Restricted Stock Unit Award Agreement • July 29th, 2020 • Waters Corp /De/ • Laboratory analytical instruments

This agreement (this “Agreement”) evidences performance-based Restricted Stock Units granted by Waters Corporation (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms and conditions of the Waters Corporation 2020 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

WATERS CORPORATION STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • July 29th, 2020 • Waters Corp /De/ • Laboratory analytical instruments

This agreement (this “Agreement”) evidences a stock option granted by Waters Corporation (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms and conditions of the Waters Corporation 2020 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

WATERS CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 29th, 2020 • Waters Corp /De/ • Laboratory analytical instruments

This agreement (this “Agreement”) evidences the grant of shares of Restricted Stock by Waters Corporation (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms and conditions of the Waters Corporation 2020 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

WATERS CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • July 29th, 2020 • Waters Corp /De/ • Laboratory analytical instruments

This agreement (this “Agreement”) evidences Restricted Stock Units granted by Waters Corporation (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms and conditions of the Waters Corporation 2020 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • July 29th, 2020 • Waters Corp /De/ • Laboratory analytical instruments • Massachusetts

This Transition and Separation Agreement (the “Agreement”) is by and between Christopher J. O’Connell (the “Executive”) and Waters Corporation, a corporation organized under the laws of the State of Delaware (the “Company”).

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