WATERS CORPORATION
1996 NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION
PLAN
AMENDED AND RESTATED EFFECTIVE
JANUARY 1, 2008
1. Objective
of the Plan.
The Waters
Corporation 1996 Non-Employee Director Deferred Compensation Plan
(the “Plan”) was established effective April 1,
1996 for the benefit of directors of Waters Corporation (the
“Company”) who are not employees of the Company or any
of its subsidiaries. The Plan is hereby amended and restated
effective January 1, 2008. The purpose of this Plan is to
offer non-employee members of the Board of Directors of the Company
the opportunity to defer receipt of cash compensation to which they
would otherwise be entitled for services rendered as directors of
the Company, as an incentive to their continued participation as
such directors.
As used herein,
the following terms have the meanings hereinafter set forth unless
the context clearly indicates to the contrary:
(a)
“Account” shall mean the deferred Fees account
established for a Participant pursuant to Subparagraph
4(c).
(b) “Board
of Directors” shall mean the board of directors of the
Company.
(c) “Common
Stock” shall mean shares of the common stock, par value $1.00
per share, of the Company.
(d) “Common
Stock Unit” shall mean the bookkeeping entry representing the
equivalent of one share of Common Stock.
(e)
“Corporate Secretary” shall mean the person holding the
position of Secretary of the Company.
(f)
“Effective Date” shall mean April 1,
1996.
(g)
“Fees” shall mean all retainer, meeting and committee
fees payable to a non-employee director for service on the Board of
Directors for any calendar quarter from and after the Effective
Date, before any reduction pursuant to this Plan.
(h) “Fees
Payment Date” shall mean the last business day for the
Company of each calendar quarter in which the Director’s Fees
were earned.
(i)
“Participant” shall mean any member of the Board of
Directors who is not also a regular, salaried employee of the
Company or any of its subsidiaries.
(j) “Sale of
the Company” shall mean a merger of the Company with or into
another corporation constituting a change of control of the
Company, a sale of all or substantially all of the Company’s
assets or a sale of a majority of the Company’s outstanding
voting securities, provided that such transaction
constitutes a change of control for purposes of Section 409A
of the Code.
(k)
“Separation from Service” shall mean a
Participant’s death, retirement or other termination of
association with the Company, provided that such separation
constitutes a separation from service for purposes of
Section 409A of the Code.
(l) “Stock
Price” shall be the closing price of the Company’s
Common Stock as reported on the New York Stock Exchange Composite
Tape or, if no such reported sale of the Common Stock shall have
occurred on such date, on the next preceding date on which there
was such a reported sale.
All members of the
Board of Directors who are not also regular salaried employees of
the Company or any of its subsidiaries shall participate in the
Plan.
(i) With
respect to Fees otherwise payable for services performed on or
after January 1, 2005, a Participant may elect to defer receipt of
all (but not less than all) of his or her Fees by filing the
appropriate form with the Company by December 31 of the
calendar year prior to the calendar year in which the Fees will be
earned.
(ii) A
person who first becomes a Director during a calendar year may
elect to defer any Fees payable solely for services performed
during the remainder of the calendar year after submission of his
or her deferral election, by submitting such election not later
than the thirtieth (30th) day following the commencement of the
Director’s initial term as a non-employee director of the
Company. For this purpose, Fees payable for a service period which
begins prior to, and ends subsequent to, the submission of a
Director’s initial election under this Subparagraph 4(a)(ii)
shall be treated as solely for services performed after submission
only to a pro rata extent, based on the ratio of the number of the
days in the relevant service period after submission to the number
of the days in the entire service period. The deferral deadline
provided in this Subparagraph 4(a)(ii) shall not be applicable to
any Director except following his or her initial eligibility to
participate under this Plan or, if earlier, under any other
nonqualified deferred compensation plan of the Company or any
entity treated as a single employer with the Company under Sections
414(b) or (c) of the Code in which he or she is eligible to
participate other than as an employee and which is an account
balance plan allowing the deferral of compensation at the election
of the Director (each, an “ Aggregated Plan ”).
An Aggregated Plan shall not be taken into account for purposes of
Subparagraph 4(a), however, after the Director ceased to be
eligible to defer compensation thereunder (other than through the
accrual of earnings), provided either (i) all amounts due the
Director under the Aggregated Plan have been paid to him or her, or
(ii) he or she has not been eligible to defer compensation
thereunder (other than through the accrual of earnings) for a
period of at least 24 months.
(iii) Any
deferral election under this Subparagraph 4(a) is irrevocable
during any calendar year for which it is in effect and may only be
amended in accordance with Subparagraph 4(b)(ii) below.
(i) With respect
to amounts deferred before January 1, 2005, and subject to
Subparagraph 4(h), a Participant may elect to defer receipt of Fees
until (1) a specified date at least six (6) months in the
future or (2) cessation of the Participant’s service as
a member of the Board of Directors.
(ii) With respect
to amounts deferred on or after January 1, 2005, and subject
to Subparagraph 4(h), a Participant may elect to defer receipt of
Fees until (1) a specified future date (but no earlier than
the first day of the second year following the year of deferral) or
(2) Separation from Service. A Participant may only make a
change to his or her election if such change is made at least
12 months prior to the originally scheduled date of first
payment and such election delays payment at least five years from
the originally scheduled payment date. A Participant may not elect
to accelerate receipt of Fees previously deferred.
(c)
Deferred Fees Account . There shall be established an
Account in the Participant’s name on the books of the Company
for each Participant electing to defer Fees pursuant to this
Paragraph 4.
(d)
Investment of Deferrals . In the election form filed with
the Corporate Secretary the Participant shall specify whether the
deferred Fees are to be credited to his or her Account in U.S.
dollars or Common Stock Units.
(e)
Amounts Credited to Accounts .
If the Participant
elects his or her Fees to be credited in Common Stock Units, such
amounts shall be credited to his or her Account in the following
manner. On the Fees Payment Date to which the deferral applies, the
amount deferred shall be converted into a number of Common Stock
Units by dividing the amount of Fees payable by the average Stock
Price of the Company’s Common Stock for the calendar quarter
ending on the Fees Payment Date. The quotient, which shall be
expressed in whole or fractional Common Stock Units to the nearest
one/one hundredth (1/100 th ),
shall be credited to the Participant’s Account as of such
date.
Whenever cash
dividends are paid with respect to shares of Common Stock, the
Participant’s Account shall be credited on the
paym
|
