Exhibit 10.17
FIRST AMENDMENT
TO THE
WATERS CORPORATION 2003 EQUITY INCENTIVE PLAN
WHEREAS, Waters Corporation (the "Company") has established and
maintains an equity incentive plan for the benefit of certain employees,
consultants and directors of the Company entitled the Waters Corporation 2003
Equity Incentive Plan (the "Plan"); and
WHEREAS, the Company desires to amend the Plan;
NOW THEREFORE, in accordance with the power of amendment contained in
Section 13 of the Plan, the Plan is hereby amended, effective as of December 11,
2003, as follows:
1. Section 7.1(g) of the Plan is hereby amended to read in its
entirety as follows:
"(g) Method of Exercise. An Option may
be exercised by the Optionee giving written notice,
in the manner provided in Section 14, specifying the
number of shares with respect to which the Option is
then being exercised. The notice shall be accompanied
by payment in the form of 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, to
the extent not prohibited by applicable law and if
the Committee had so authorized on the grant of an
Incentive Option or on or after grant of a
Nonstatutory Option (and subject to such conditions),
if any, as the Committee may deem necessary to avoid
adverse accounting effects to the Company) by
delivery to the Company of shares of Common Stock
having a Market Value equal to the exercise price of
the shares to be purchased. To the extent permitted
by applicable law, payment of any exercise price may
also be made through and under the terms and
conditions of any formal cashless exercise program
authorized by the Company entailing the sale of the
Stock subject to an Option in a brokered transaction
(other than to the Company). Receipt by the Company
of such notice and payment in any authorized or
combination of authorized means shall constitute the
exercise of the Option. Within thirty (30) days
thereafter but subject to the remaining provisions of
the Plan, the Company shall deliver or cause to be
delivered to the Optionee or his agent a certificate
or certificates for the number of shares then being
purchased. Such shares shall be fully paid and
nonassessable."
2. Section 7.2(d) of the Plan is hereby amended to read in its
entirety as follows:
"(d) Restrictions and Restriction
Period. During the Restriction Period applicable to
shares of Restricted Stock, such shares shall be
subject to limitations on transferability and a Risk
of Forfeiture arising on the basis of such conditions
related to the performance of services, Company or
Affiliate performance or otherwise as the Committee
may determine and provide for in the applicable Award
Agreement. No Award of Restricted Stock shall have a
Restriction Period of less than 3 years except: (i)
as may be recommended by the Committee and approved
by the Board or (ii) with respect to any Award of
Restricted Stock which provides solely for a
performance-based Risk of Forfeiture, so long as such
Award has a Restriction Period of at least 1 year.
Notwithstanding the foregoing, the Committee may
recommend, subject to
Board approval, the issuance of a Restricted Stock
Award having a Restriction Period of less than 1 year
(in the case of an Award of Restricted Stock which
provides solely for a performance-based Risk of
Forfeiture) or 3 years (with respect to all other
Awards of Restricted Stock), up to a maximum of 5% of
the shares reserved for issuance pursuant to the
Plan. Any Risk of Forfeiture applicable to an Award
of Restricted Stock may be waived or terminated, or
the Restriction Period shortened, by the Committee in
connection with such extraordinary circumstances as
it deems appropriate."
IN WITNESS WHEREOF, the Company has caused this amendment to be signed
on its behalf by its duly authorized representative this 11th day of December,
2003.
WATERS CORPORATION
/s/ Brian K. Mazar
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By: Brian K. Mazar
Its: Senior Vice President, Human Resources
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