Exhibit Volume Page 1 of 55
MILLIPORE CORPORATION 1995 COMBINED STOCK OPTION PLAN
1. PURPOSES OF THE PLAN
This Plan is intended to advance the interests of Millipore Corporation
(the "Corporation"), its subsidiaries and all its stockholders by providing
that those employees who are responsible for the management and growth of
the business of the Corporation and who are making and can continue to make
substantial contributions to the success of that business, may acquire a
stock ownership in the Corporation, thus increasing their proprietary
interest in the business, providing them with greater incentive and
encouraging their continued service. Accordingly, the Corporation will
grant to such employees as may be selected in the manner hereinafter
provided, options to purchase shares of Common Stock of the Corporation
subject to the conditions hereinafter provided.
The Plan is also intended to qualify for the performance-based
compensation exception provided in Section 162(m) of the Internal Revenue
Code of 1986 (the "Code") on the number of options which may be granted to
an optionee during any fiscal year.
2. TYPE OF OPTIONS AVAILABLE UNDER THIS PLAN
Subject to the conditions hereinafter provided, two types of options are
to be available under this Plan. They are in name, "Incentive Stock
Options" and "Non-Qualified Stock Options."
3. STOCK SUBJECT TO THE PLAN
Subject to the provisions of the next succeeding paragraph, the aggregate
number of shares of common stock issued under stock options that may be
granted under this Plan shall not exceed 1,500,000 shares of the common
stock ($1.00 par value) of the Corporation subject to approval by the
stockholders at the 1996 Annual Meeting.
If, prior to December 7,2005, an option granted under this Plan shall
expire or terminate for any reason without having been exercised in full,
the unpurchased shares shall (unless this Plan shall have been terminated)
become available for options to other employees.
The shares to be issued upon exercise of options granted under this Plan
shall be made available, at the discretion of the Board of Directors,
either from the authorized but unissued shares of common stock of the
Corporation or from the shares of common stock re-acquired by the
Corporation, including shares purchased in the open market.
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Management Development Committee of
the Board of Directors of the Corporation which shall consist of at least
three members (the "Committee"), and which shall be appointed by the Board
and serve at its pleasure. To the extent required to preserve
qualification of the Plan under Rule 16b-3 of the Securities Exchange Act
of 1934 (the "1934 Act") or Section 162(m) of the Code, or any successor
provisions members of the Committee shall be ineligible to participate in
the Plan.
Subject to review by the Board of Directors, the Committee from time to
time shall approve management's recommendations as to those employees
(other than the CEO) to whom options are to be granted under the Plan, the
number of shares, the purchase price per share and the other terms and
conditions of each such option. Upon appropriate action by the Committee,
stock options shall be granted upon the terms and conditions set forth in
the Plan and such additional terms and conditions not inconsistent
therewith as the Committee may require.
5. PRICE
The purchase price per share of stock provided in each option shall not
be less than the fair market value of the stock at the time the option is
granted, nor less than the then par value thereof. The fair market value
shall be defined as the closing price for the Corporation's stock on the
New York Stock Exchange as reported on the composite tape on the last
business day prior to the date on which the option was granted, of if no
sale of the stock shall have been made on the New York Stock Exchange on
that day, on the next preceding day on which there was a sale of such
stock.
6. ELIGIBILITY OF OPTIONEES
Options will be granted only to persons who are employees of the
Corporation or of a wholly-owned subsidiary of the Corporation. No
employee who, at the time the option is granted, owns stock possessing more
than 10 percent of the total combined voting power of all classes of stock
of Millipore or any of its subsidiaries will be eligible to receive an
Incentive Stock Option under this Plan. The term "employees" shall include
officers as well as other employees of the Corporation and its
subsidiaries. No member of the Board of Directors who is not also an
employee, nor shall a consultant to the Corporation be eligible to receive
an option under this Plan.
No Participant may be awarded options under the Plan in any fiscal year
covering more than 500,000 shares. For purposes of the preceding sentence
to the extent required for continued qualification of awards under Section
162(m) of the Code, the repricing of an option shall be treated as a new
grant. In the case of optionees subject to Section 16(b) of the 1934 Act,
the Plan shall be construed and administered in all respects consistent
with the intent that the Plan be qualified under Rule 16b-3 promulgated
under the 1934 Act, including any successor rule.
7. TERMS AND CONDITIONS OF OPTIONS
Subject to the provisions of this Plan, the Committee shall have power:
(a) to select the employees to be granted options (it being understood that
more than one option may be granted to the same person); (b) to determine
the number of shares subject to each option; (c) to determine the type of
option to be granted to each employee; (d) to determine the time or times
when the options will be granted; (e) to determine the option price of the
shares subject to each option, which price shall not be less than the
minimum specified in Section 4 of this Plan; (f) to determine the time or
times when each option may be exercised within the limits stated in this
Plan; (g) to establish the terms of any restrictions applicable to shares
of Common Stock issuable upon exercise of options granted under the Plan;
and (h) to prescribe the form, which shall be consistent with this Plan, of
the instruments evidencing any options granted under this Plan. Options
may also contain other provisions, which shall not be inconsistent with any
of the foregoing terms, as the Committee shall deem appropriate. No
option, however, nor anything contained in the Plan shall confer upon any
optionee any right to continue in the Corporation's employ or limit in any
way the Corporation's right to terminate his or her employment at anytime.
In no event shall the loss of profit or potential profit in any option
constitute an element of damages in the event of termination of the
employment relationship of the optionee, even if the termination is in
violation of an obligation of the Corporation or any of its subsidiaries.
Each Incentive Stock Option granted under this Plan shall be granted
within 10 years of the adoption of this Plan by the Board of Directors or
its approval by the shareholders, whichever is earlier.
Each option granted under this Plan shall terminate not later than ten
years after the date on which it was granted. The Board of Directors may,
in its discretion, prescribe a shorter period for any individual option or
options.
In addition to the other terms and conditions for Non-qualified Options
set forth in this Plan, each Incentive Stock Option granted under this Plan
shall be subject to the following conditions:
a) The option will be a separate instrument bearing the heading
"Incentive Stock Option".
b) Each option, by its terms, will commit the optionee to inform the
Corporation in writing of any disposition of shares (acquired by
him under the option) prior to two years from the date of grant or
one year from the date of exercise.
An employee electing to exercise an option shall give written notice to
the Corporation of such election and of the number of shares he has elected
to purchase, the type of option he is exercising (Incentive Stock Option or
Non-Qualified Stock Option), and shall at the time of purchase tender the
full purchase price either in (a) cash or certified check or by bank draft
in U.S. dollars, or (b) shares of Millipore Common Stock having a fair
market value (as that term is defined in Section 5) on the date of delivery
equal to the full purchase price. Until the employee has made such payment,
by any of these means, and has had issued to him a certificate or
certificates for the shares so purchased, he shall possess no stockholder
rights with respect to any such share or shares. Payment may also be made
by delivery (including by FAX) to the Corporation or its designated agent
of an executed irrevocable option exercise form to sell a sufficient
portion of the shares and deliver the sale proceeds directly to the
Corporation to pay for the exercise price.
The Corporation's obligation to deliver shares upon the exercise of any
option (or cash in lieu thereof as provided below) shall be subject to any
applicable Federal, State and local tax withholding requirements. Options
granted under the Plan may provide, in addition, that the Corporation shall
also have the right, in lieu of delivering any or all shares, as to which
an option has been exercised to elect to pay the optionee a sum in cash
equal to the difference between the fair market value of such shares on the
date of exercise and the purchase price that would otherwise be payable by
the optionee to acquire such shares.
8. CAPITAL CHANGES
This Plan shall continue (unless specifically terminated) notwithstanding
changes of the shares of common stock of the Corporation ($1.00 par value)
into, or any exchange of them for, a different number and/or kind of shares
of stock of this Corporation. It is intended that options granted
thereunder shall continue notwithstanding any such changes or exchanges and
notwithstanding any changes or exchanges of such shares into or for shares
of another corporation which succeeds to the business of the Corporation or
becomes related to it, whether or not such change or exchange results from
a recapitalization, split-up, corporate merger, reorganization,
consolidation or separation, acquisition of property for stock, stock
dividend, issuance of stock rights, liquidation or otherwise. In the event
of such a change or exchange, to carry out such intention, an appropriate
adjustment shall be made in the shares on which options may be granted and
in the shares subject to option (including the total number of shares
authorized under Section 2 above and the annual Section 162(m) limit under
Section 5 above) and the purchase price of same with respect to options
theretofore granted, provided that an optionee shall not be given
additional benefits which he did not have under the old option before such
adjustment, substitution or assumption and provided further that the excess
of the aggregate fair market value of the shares subject to option, over
the aggregate option price, is not increased, but the option shall not
become exercisable as to a fractional share. Subject to the foregoing
limitations the terms of any such adjustment shall be determined by the
Board of Directors and such determination made in good faith shall be
final, provided that if another corporation assumes the option or
substitutes another option its determination of the terms shall be final.
9. NON-ASSIGNABILITY AND NON-TRANSFERABILITY OF OPTIONS
No Incentive Stock Option and, except to the extent permitted under Rule
16b-3 and in the Committee's discretion, no non-qualified stock option
granted under the Plan shall be assignable or transferable by the optionee
other than to the Corporation except by his last will and testament, or by
the laws of descent and distribution, and such option shall be exercised
during his lifetime only by the optionee.
10. TERMINATION OF ASSOCIATION
If and when an optionee shall cease to be an employee of the Corporation
(or a subsidiary), any option granted to him under this Plan shall, except
as otherwise provided in this Section 10, terminate immediately.
Notwithstanding the foregoing, an optionee shall not be considered to have
ceased employment during any period in which the optionee is receiving
severance benefits in the form of salary continuation. During such period,
an option will be exercisable to the extent it would have been exercisable
had the optionee remained in the employ of the Corporation.
The Corporation may provide for an optionee a special exercise period
which will apply if his employment terminates due to retirement at normal
retirement age (as defined in the Corporation's Retirement Plan) or he
terminates his employment earlier with consent of the Corporation. The
special exercise period will begin on the date of termination of employment
and end on the earlier of the expiration date of the option or the fifth
anniversary of the date of termination of employment. During such period
the option will be exercisable to the extent it would have been exercisable
had the optionee remained in the employ of the Corporation. Any question
whether or when an optionee has retired or terminated his employment with
the consent of the Corporation shall be determined by the Committee, and
its determination shall be final.
If an optionee dies while employed by the Corporation (or a subsidiary)
or during a special exercise period provided under this Section 10, his
option may be exercised in accordance with Section 11.
Notwithstanding the provisions of the preceding paragraph the Corporation
shall have the right, but shall not be required, to repurchase from any
employee who terminates his employment without the consent and approval of
the Corporation, within six months of the exercise of any option, the
shares of the Corporation's Common Stock so purchased by said employee at
their original price (or exercise) price.
11. DEATH OF OPTIONEE
Should an optionee die while in the employ of the Corporation (or a
subsidiary), or within a special exercise period provided to him under
Section 10, any option held by him at death may be exercised by his estate,
or by the person or persons designated in his last will and testament, as
follows: In the case of death during employment, each option will be
exercisable until the earlier of the first anniversary of his death and the
original expiration date of the option to the extent the option was
exercisable by the optionee at the time of death. In the case of death
during a special exercise period, each option will be exercisable during
the remainder of such period to the extent it would have been exercisable
had the employee lived.
12. ADOPTION OF OUTSTANDING OPTIONS OF ACQUIRED COMPANIES
The Board of Directors of the Corporation may adopt as Options under this
Plan outstanding options of acquired companies (whether issued pursuant to
an appropriately authorized and adopted stock option plan or not) provided
that the option or options thus adopted are on terms and conditions that
would have been permitted as an Option granted under this Plan as of the
original date of grant by the acquired corporation. Such Options as
adopted may provide for pro rata changes in exercise prices and in number
of shares covered by the option to reflect the exchange ratio involved in
any acquisition in which common stock of this Corporation is issued to
holders of common stock of the acquired corporation.
13. AMENDMENTS TO THE PLAN
The Board of Directors of the Corporation or the shareholders may
terminate or amend the Plan in any respect at any time, except that (a) no
action of the Board or the shareholders may impair an optionee's rights
under any outstanding option without his consent, and (b) without the
approval of the shareholders, the total number of shares that may be sold
under the Plan may not be increased (except by adjustment pursuant to
Section 8), the provisions of Section 5, regarding eligibility and award
limitations under Section 162(m) of the Code, may be not be modified, the
purchase price at which shares may be offered pursuant to options may not
be reduced (except by adjustment pursuant to Section 8) and the expiration
date of the Plan may not be extended. The Committee may at any time amend
any outstanding option (including without limitation by reducing the option
price) or grant new options in substitution for canceled options; provided
that without the approval of shareholders: (i) no amendment or regrant
shall operate to exceed the award limitations of Sections 2 or 5; (ii) no
amendment or regrant of an option hereunder shall be effective unless the
terms of the amended or regranted option would have been permissible under
the Plan if part of an option newly granted as of the date of the amendment
or regrant; and (iii) no such amendment of an outstanding option shall be
effective to impair the rights of the optionee, without the optionee's
consent.
14. APPLICATION OF FUNDS
The proceeds received by the Corporation pursuant to options granted
under this Plan will be used for general corporate purposes.
15. EFFECTIVE DATE OF THE PLAN
This Plan shall be submitted to the shareholders of the Corporation at
the annual meeting in 1996 and, if approved by the shareholders, shall
thereupon become effective.
16. TERMINATION DATE OF THE PLAN
This Plan shall terminate 10 years from the date this Plan is adopted by
the Board of Directors (December 7, 1995), unless another earlier time is
prescribed by the Board of Directors.
MILLIPORE CORPORATION 1995 EMPLOYEE STOCK OPTION PLAN
Amendment 1
WHEREAS, Millipore Corporation (the "Corporation") has had in effect
since 1995, the Millipore Corporation 1995 Combined Stock Option Plan (the
"1995 Plan") under which the grant to key employees of both Non-Qualified
Stock Options and Incentive Stock Options to purchase Millipore Common
Stock is authorized.
WHEREAS, the Corporation now desires to amend the 1995 Plan to provide
for the automatic inclusion of a Special Exercise Period with respect to
Non Qualified Stock Options granted on and after December 1, 1997;
WHEREAS, pursuant to Section 13 of the 1995 Plan, the Board of Directors
has reserved the right, subject to the provisions thereof, to amend the
Plan in whole or in part;
NOW, THEREFORE, the 1995 Plan is hereby amended, as follows:
By amending Section 10 - Termination of Association - to delete the
present language in its entirety and to substitute in lieu thereof the
following:
10.TERMINATION OF ASSOCIATION
If and when an optionee shall cease to be an employee of the
Corporation (or a subsidiary), any option granted to him under this
Plan shall, except as otherwise provided in this Section 10, terminate
immediately. Notwithstanding the foregoing, an optionee shall not be
considered to have ceased employment during any period in which the
optionee is receiving severance benefits in the form of salary
continuation. During such period, an option will be exercisable to the
extent it would have been exercisable had the optionee remained in the
employ of the Corporation.
The Committee may provide for an optionee a special exercise period
which will apply if his employment terminates due to retirement at
normal retirement age (as defined in the Corporation's Retirement Plan)
or he terminates his employment earlier with the consent of the
Corporation (the "Special Exercise Period"). The Special Exercise
Period will begin on the date of termination of employment and end on
the date specified by the Committee, but in no event later than the
earlier of the expiration date of the option or the fifth anniversary
of the date of termination of employment. During such period the
option will be exercisable to the extent it would have been exercisable
had the optionee remained in the employ of the Corporation.
With respect to Non Qualified Stock Options granted on or after
December 1, 1997, each option agreement shall provide that the Special
Exercise Period shall apply without further consent of the Committee if
an optionee's employment with the Corporation terminates after such
optionee has attained age 62 and completed ten (10) years of Service
(as defined in the Corporation's Retirement Plan) with the Corporation.
Any question whether or when an optionee has retired or terminated
his employment with the consent of the Corporation shall be determined
by the Committee, and its determination shall be final.
If an optionee dies while employed by the Corporation (or a
subsidiary) or during a Special Exercise Period provided under this
Section 10, his option may be exercised in accordance with Section 11.
Notwithstanding any provision contained herein, the Corporation
shall have the right, but shall not be required, to repurchase from any
employee who terminates his employment without the consent and approval
of the Corporation, within six months of the exercise of any option,
the shares of the Corporation's Common Stock so purchased by said
employee at their original price (or exercise) price.