Exhibit 10.55
CHANGE OF CONTROL/SEVERANCE AGREEMENT
This CHANGE OF CONTROL/SEVERANCE
AGREEMENT, dated as of February 27, 2008, is made by and
between Waters Corporation (together with all subsidiaries or
affiliates hereinafter referred to as the “Company”)
and Arthur G. Caputo (the “Executive”).
WHEREAS, the Executive has been hired
as a senior executive of the Company and is expected to make major
contributions to the Company; and
WHEREAS, the Company desires
continuity of management; and
WHEREAS, the Executive is willing to
render services to the Company subject to the conditions set forth
in this Agreement.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Executive agree as follows:
1. Termination prior to a
Change of Control . If, within nine (9) months prior
to a Change of Control (as such term is defined in Section 3(c)
below) and subsequent to the commencement of substantive
discussions that ultimately result in the Change of Control, but
prior to such Change of Control, the Company terminates the
Executive’s employment with the Company for a reason other
than Cause (as such term is defined in Section 3(d) below), death
or Disability (as such term is defined in Section 3(e) below), the
Company shall:
(a) Cash Payment. Pay to
the Executive a lump sum amount (reduced by any required
withholding), within ten (10) business days following the
Change of Control, equal to the sum of (i) twenty-four
(24) times his/her monthly base salary (at the highest monthly
base salary rate in effect for the Executive in the twelve-month
period prior to the termination of his/her employment) and
(ii) an amount equal to the amount payable pursuant to the
immediately preceding clause (i) times the greater of
(X) his/her target bonus percentage under the Company’s
Management Incentive Plan or any successor plan for the year in
which the termination of the Executive’s employment occurs or
(Y) his/her bonus percentage theretofore accrued thereunder
for that year; and
(b) Benefits. Provide
the Executive and his/her dependents with the same life, accident,
health and dental insurance benefits that the Executive was
receiving immediately prior to the termination of employment until
the earlier of: (i) the date which is twenty-four
(24) months following the date of the Change of Control; or
(ii) the date the Executive commences subsequent employment;
provided , that if the Executive’s continued
participation is not possible under the terms of any one or more of
those insurance plans, the Company shall pay to the Executive the
amount the Company would have paid in premiums under the relevant
plan or plans had the
1
Executive continued to be employed by the Company and continued to
participate in the relevant plan or plans. The Executive and
his/her dependents shall be entitled to health insurance
continuation coverage pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”), from the date of
discontinuance specified in the preceding sentence, to the extent
such coverage is required to be provided in accordance with
applicable law; and
(c) Equity Arrangements.
On the Change of Control, and notwithstanding any contrary
provisions of the Amended and Restated 1994 Stock Option Plan, the
Second Amended and Restated 1996 Long-Term Performance Incentive
Plan or the 2003 Equity Incentive Plan (or any plans that may
become the successors to such plans) and any equity incentive
agreements entered into between the Company and the Executive
pursuant to such plans or otherwise, cause any unexercisable
installments of any equity of the Company or any subsidiary or
affiliate of the Company held by the Executive pursuant to any such
equity incentive agreement on the Executive’s last date of
employment with the Company that have not expired to become
exercisable, or in the case of any then effective restrictions on
the vesting of any equity of the Company or any subsidiary or
affiliate of the Company held by the Executive pursuant to any such
equity incentive agreement, to cause such restrictions to lapse, as
the case may be, on the Change of Control; and
(d) Qualified Plan
Arrangements. On the Change of Control, cause any unvested
portion of any qualified or non-qualified capital accumulation
benefits granted to the Executive under the Waters Investment Plan,
Waters Retirement Plan, Waters 401(k) Restoration Plan, the Waters
Retirement Restoration Plan, and the Waters Health Care
Reimbursement Plan for Retirees (or any plans that may become the
successors to such plans) to become immediately vested (subject to
applicable law);
provided, however , that any amounts and benefits set forth
in this Section 1 shall be reduced by any and all other
severance or other amounts or benefits paid or payable to the
Executive as a result of the termination of his/her
employment.
2. Termination Following
a Change of Control.
If, at any time during a period
commencing with a Change of Control and ending eighteen (18) months
after such Change of Control, the Company terminates the
Executive’s employment for a reason other than Cause, death,
or Disability or the Executive terminates employment with the
Company for “Good Reason” (provided, however, that any
such termination by the Executive must occur promptly, and in any
event within 90 days, after the occurrence of the event or
events constituting “Good Reason”), the Company
shall:
(a) Cash Payment. Pay to the
Executive a lump sum amount (reduced by any required withholding),
within ten (10) business days following the Executive’s
last date of employment, equal to the sum of twenty-four
(24) times his/her monthly base salary (at the highest monthly
base salary rate in effect for such Executive in the twelve
(12) month period prior to the termination of his/her
employment) and (ii) an amount equal to the amount payable
pursuant to the immediately preceding clause (i) times the
greater of (X) his/her target bonus percentage under the
Company’s
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Management Incentive Plan or any successor plan for the year in
which the termination of the Executive’s employment occurs or
(Y) his/her bonus percentage theretofore accrued thereunder
for that year; and
(b) Benefits. Provide
the Executive and his/her dependents with the same life, accident,
health and dental insurance benefits that the Executive was
receiving immediately prior to the termination of his/her
employment until the earlier of: (i) the date which is
twenty-four (24) months following the date of the Change of
Control; or (ii) the date the Executive commences subsequent
employment; provided , that if the Executive’s
continued participation is not possible under the terms of any one
or more of those insurance plans, the Company shall pay to the
Executive the amount the Company would have paid in premiums under
the relevant plan or plans had the Executive continued to be
employed by the Company and continued to participate in the
relevant plan or plans. The Executive and his/her dependents shall
be entitled to health insurance continuation coverage pursuant to
the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”), from the date of discontinuance specified in
the preceding sentence, to the extent such coverage is required to
be provided in accordance with applicable law; and
(c) Equity Arrangements.
Notwithstanding any contrary provisions of the Amended and Restated
1994 Stock Option Plan, the Second Amended and Restated 1996
Long-Term Performance Incentive Plan or the 2003 Equity Incentive
(or any plans that may become the successors to such plans) and any
equity incentive agreements entered into between the Company and
the Executive pursuant to such plans or otherwise, cause any
unexercisable installments of any equity of the Company or any
subsidiary or affiliate of the Company held by the Executive
pursuant to any such equity incentive agreement on the
Executive’s last date of emplo
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