EX-4.2





 Exhibit 4.2 

WATERS CORPORATION 
 2020
EQUITY INCENTIVE PLAN 
  

	1.	 DEFINED TERMS 



Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to
those terms. 
  

	2.	 PURPOSE 



The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based
Awards. 
  

	3.	 ADMINISTRATION 



The Plan will be administered by the Administrator. The Administrator has discretionary authority, subject only to the express provisions of
the Plan, to interpret the Plan; to determine eligibility for and grant Awards; to determine the exercise price, base value from which appreciation is measured, or purchase price, if any, applicable to any Award, to determine, modify, accelerate or
waive the terms and conditions of any Award; to determine the form of settlement of Awards (whether in cash, shares of Stock, other Awards or other property); to prescribe forms, rules and procedures relating to the Plan and Awards; and to otherwise
do all things necessary or desirable to carry out the purposes of the Plan or any Award. Determinations of the Administrator made with respect to the Plan or any Award are conclusive and bind all persons. 

 

	4.	 LIMITS ON AWARDS UNDER THE PLAN 



(a)    Number of Shares. Subject to adjustment as provided in Section 7(b) below, the number of shares
of Stock that may be issued in satisfaction of Awards under the Plan is (i) 4,725,000 shares of Stock, plus (ii)(A) the number of shares of Stock available for issuance under the Prior Plan as of the Date of Adoption, plus (B) the number of
shares of Stock underlying awards under the Prior Plan that on or after the Date of Adoption expire or terminate or are surrendered without the delivery of shares of Stock, are forfeited to, or repurchased by, the Company, or otherwise become
available again for grant under a Prior Plan in accordance with its terms (in the case of this subclause (ii), not to exceed 3,772,232 shares of Stock in the aggregate)(collectively, the “Share Pool”). Up to 2,500,000 of the shares
of Stock from the Share Pool may be issued in satisfaction of ISOs, but nothing in this Section 4(a) will be construed as requiring that any, or any fixed number of, ISOs be granted under the Plan. 

(b)    Share Counting. The Share Pool will be reduced upon issuance of an Award under the Plan by the
maximum number of shares of Stock underlying the Award. For purposes of the Share Pool and determining the number of Shares of Stock underlying awards under the Prior Plan that become available for grant under the Plan, each share of Stock
underlying an Option or SAR will reduce or increase, as applicable, the Share Pool by one share of Stock and each share of Stock underlying any other type of Award will reduce or increase, as applicable, the Share Pool by two shares of Stock. The
Share Pool shall be increased by any shares of Stock underlying any portion of an Award that is settled in cash or that expires, becomes unexercisable, terminates or is forfeited to or repurchased by the Company without the issuance (or retention,
in the case of Restricted Stock or Unrestricted Stock) of Stock, except that the Share Pool will not be increased by (i) the number of shares of Stock withheld by the Company in payment of the exercise price or purchase price of an Award or in
satisfaction of tax withholding requirements with respect to an Award or (ii) the shares of Stock underlying any portion of a SAR that is settled in cash. For the avoidance of doubt, the Share Pool will not be increased by any shares of Stock
delivered under the Plan that are subsequently repurchased using proceeds directly attributable to Stock Option exercises. The limits set forth in this Section 4(a) will be construed to comply with the applicable requirements of
Section 422. 

  
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 (c)    Substitute Awards. The Administrator may grant
Substitute Awards under the Plan. To the extent consistent with the requirements of Section 422 and the regulations thereunder and other applicable legal requirements (including applicable stock exchange requirements), shares of Stock issued in
respect of Substitute Awards will be in addition to and will not reduce the Share Pool. Notwithstanding the foregoing or anything in Section 4 (a) above to the contrary, if any Substitute Award is settled in cash or expires, becomes
unexercisable, terminates or is forfeited to or repurchased by the Company without the issuance (or retention, in the case of Restricted Stock or Unrestricted Stock) of Stock, the shares of Stock previously subject to such Award will not increase
the Share Pool or otherwise be available for future issuance under the Plan. The Administrator will determine the extent to which the terms and conditions of the Plan apply to Substitute Awards, if at all, provided, however, that
Substitute Awards will not be subject to the limits described in Section 4(e) below. 
 (d)    Type of
Shares. Stock issued by the Company under the Plan may be authorized but unissued Stock, treasury Stock or previously issued Stock acquired by the Company. No fractional shares of Stock will be issued under the Plan. 

(e)    Individual Limits. No person may be granted Awards in any calendar year with respect to more than
2,000,000 shares of Stock. In applying the foregoing limit, (i) each share of Stock underlying an Award will be counted as one share of Stock, regardless of the type of Award, and (ii) the number of shares of Stock underlying any Award
will be determined based on the maximum number of shares of Stock that may be issued, or the value of which may be paid in cash or other property, assuming maximum payout levels. 

 

	5.	 ELIGIBILITY AND PARTICIPATION 



The Administrator will select Participants from among Employees and Directors of, and consultants to, the Company and its Affiliates.
Eligibility for ISOs is limited to individuals described in the first sentence of this Section 5 who are employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are
defined in Section 424 of the Code. Eligibility for Stock Options, other than ISOs, and SARs is limited to individuals described in the first sentence of this Section 5 who are providing direct services on the date of grant of the Award to
the Company or to a subsidiary of the Company that would be described in the first sentence of Section 1.409A-1(b)(5)(iii)(E) of the Treasury Regulations. 

 

	6.	 RULES APPLICABLE TO AWARDS 



(a)    All Awards. 

(1)    Award Provisions. The Administrator will determine the terms and conditions of all Awards, subject to
the limitations provided herein. No term of an Award shall provide for automatic “reload” grants of additional Awards upon the exercise of an Option or SAR. By accepting (or, under such rules as the Administrator may prescribe, being
deemed to have accepted) an Award, the Participant agrees (or will be deemed to have agreed) to the terms and conditions of the Award and the Plan. Notwithstanding any provision of the Plan to the contrary, Substitute Awards may contain terms and
conditions that are inconsistent with the terms and conditions specified herein, as determined by the Administrator. 

(2)    Term of Plan. No Awards may be made after ten years from the Date of Adoption, but previously granted
Awards may continue beyond that date in accordance with their terms. 
 (3)    Transferability.
Neither ISOs nor, except as the Administrator otherwise expressly provides in accordance with the third sentence of this Section 6(a)(3), other Awards may be transferred other than by will or by the laws of descent and distribution. During a
Participant’s lifetime, ISOs and, except as the Administrator otherwise expressly provides in accordance with the third sentence of this Section 6(a)(3), SARs and NSOs may be exercised only by the Participant. The Administrator may permit
the gratuitous transfer (i.e., transfer not for value) of Awards other than ISOs, subject to applicable securities and other laws and such terms and conditions as the Administrator may determine. 

  
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 (4)    Vesting; Exercisability. The Administrator
will determine the time or times at which an Award vests or becomes exercisable and the terms and conditions on which a Stock Option or SAR remains exercisable. Without limiting the foregoing, the Administrator may at any time accelerate the vesting
and/or exercisability of an Award (or any portion thereof), regardless of any adverse or potentially adverse tax or other consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise, however, the following
rules will apply if a Participant’s Employment ceases: 
 (A)    Except as provided in (B) and (C)
below, immediately upon the cessation of the Participant’s Employment, each Stock Option and SAR (or portion thereof) that is then held by the Participant or by the Participant’s permitted transferees, if any, will cease to be exercisable
and will terminate, and each other Award that is then held by the Participant or by the Participant’s permitted transferees, if any, to the extent not then vested, will be forfeited. 

(B)    Subject to (C) and (D) below, each vested and unexercised Stock Option and SAR (or portion thereof)
held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the lesser of (i) a period of
ninety (90) days following such cessation of Employment or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately
terminate. 
 (C)    Subject to (D) below, each vested and unexercised Stock Option and SAR (or portion
thereof) held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment due to his or her death or by the Company due to his or her Disability, to the extent
then exercisable, will remain exercisable for the lesser of (i) the one-year period ending on the first anniversary of such cessation of employment or (ii) the period ending on the latest date on
which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately terminate. 

(D)    All Awards (whether or not vested or exercisable) held by a Participant or the Participant’s permitted
transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation of Employment if the termination is for Cause or occurs in circumstances that in the determination of the
Administrator would have constituted grounds for the Participant’s Employment to be terminated for Cause (in each case, without regard to the lapsing of any required notice or cure periods in connection therewith). 

(5)    Recovery of Compensation; Other Policies. The Administrator may provide in any case that any
outstanding Award (whether or not vested or exercisable), the proceeds from the exercise or disposition of any Award or Stock acquired under any Award and any other amounts received in respect of any Award or Stock acquired under any Award will be
subject to forfeiture and disgorgement to the Company, with interest and other related earnings, if the Participant to whom the Award was granted is not in compliance with any provision of the Plan or any applicable Award or any non-competition, non-solicitation, no-hire, non-disparagement, confidentiality, invention
assignment, or other restrictive covenant by which he or she is bound. Each Award will be subject to any policy of the Company or any of its Affiliates that relates to trading on non-public information and
permitted transactions with respect to shares of Stock, including limitations on hedging and pledging. In addition, each Award will be subject to any policy of the Company or any of its Affiliates that provides for forfeiture, disgorgement, or
clawback with respect to incentive compensation that includes Awards under the Plan and will be further subject to forfeiture and disgorgement to the extent required by law or applicable stock exchange listing standards, including, without
limitation, Section 10D of the Exchange Act. Each Participant, by accepting or being deemed to have accepted an Award under the Plan, agrees (or will be deemed to have agreed) to the terms of this Section 6(a)(5) and any clawback,
recoupment or similar policy of the Company or any of its Affiliates and further agrees (or will be deemed to have further agreed) to cooperate fully with the Administrator, and to cause any and all permitted transferees of the Participant to
cooperate fully with the Administrator, to effectuate any forfeiture or disgorgement described in this Section 6(a)(5). Neither the Administrator nor the Company nor any other person, other than the Participant and his or her permitted
transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that may arise in connection with this Section 6(a)(5). 

(6)    Taxes. The grant of an Award and the issuance, delivery, vesting and retention of Stock, cash or
other property under an Award are conditioned upon the full satisfaction by the Participant of all tax and 

  
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other withholding requirements with respect to the Award. The Administrator will prescribe such rules for the withholding of taxes and other amounts with respect to an Award as it deems
necessary. Without limitation to the foregoing, the Company or any of its Affiliates will have the authority and the right to deduct or withhold (by any means set forth herein or in an Award agreement), or require a Participant to remit to the
Company or one of its Affiliates, an amount sufficient to satisfy all U.S. and non-U.S. federal, state and local income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to participation in the Plan and legally applicable to the Participant and required by law to be withheld (including any amount deemed by the Company, in its discretion, to be an
appropriate charge to the Participant even if legally applicable to the Company or one of its Affiliates). The Administrator, in its sole discretion, may hold back shares of Stock from an Award or permit a Participant to tender previously-owned
shares of Stock in satisfaction of tax or other withholding requirements (but not in excess of the maximum withholding amount consistent with the Award being subject to equity accounting treatment under the Accounting Rules). Any amounts withheld
pursuant to this Section 6 (a)(6) will be treated as though such amounts had been made directly to the Participant. In addition, the Company may, to the extent permitted by law, deduct any such tax and other withholding amounts from any payment
of any kind otherwise due to a Participant from the Company or any of its Affiliates. 
 (7)    Dividend
Equivalents. The Administrator may provide for the payment of amounts (on terms and subject to conditions established by the Administrator) in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award
whether or not the holder of such Award is otherwise entitled to share in the actual dividend or distribution in respect of such Award; provided, however, that (a) dividends or dividend equivalents relating to an Award that, at
the dividend payment date, remains subject to a risk of forfeiture (whether service-based or performance-based) shall be subject to the same risk of forfeiture as applies to the underlying Award and (b) no dividends or dividend equivalents
shall be payable with respect to Options or SARs. Any entitlement to dividend equivalents or similar entitlements will be established and administered either consistent with an exemption from, or in compliance with, the applicable requirements of
Section 409A. 
 (8)    Rights Limited. Nothing in the Plan or any Award will be construed as giving
any person the right to be granted an Award or to continued employment or service with the Company or any of its Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The loss of existing or
potential profit in any Award will not constitute an element of damages in the event of a termination of a Participant’s Employment for any reason, even if the termination is in violation of an obligation of the Company or any of its Affiliates
to the Participant. 
 (9)    Coordination with Other Plans. Shares of Stock and/or Awards under the Plan
may be issued or granted in tandem with, or in satisfaction of or substitution for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or any of its Affiliates. For example, but without limiting the
generality of the foregoing, awards under other compensatory plans or programs of the Company or any of its Affiliates may be settled in Stock (including, without limitation, Unrestricted Stock) under the Plan if the Administrator so determines, in
which case the shares delivered will be treated as awarded under the Plan (and will reduce the Share Pool in accordance with the rules set forth in Section 4 above). 

(10)    Section 409A. 

(A)    Without limiting the generality of Section 11(b) below, each Award will contain such terms as the
Administrator determines and will be construed and administered, such that the Award either qualifies for an exemption from the requirements of Section 409A or satisfies such requirements. 

(B)    Notwithstanding anything to the contrary in the Plan or any Award agreement, the Administrator may
unilaterally amend, modify or terminate the Plan or any outstanding Award, including, but not limited to, changing the form of the Award, if the Administrator determines that such amendment, modification or termination is necessary or desirable to
avoid the imposition of an additional tax, interest or penalty under Section 409A. 
 (C)    If a
Participant is determined on the date of the Participant’s termination of Employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then, with regard to any payment that is
considered nonqualified deferred compensation under Section 409A, to 

  
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the extent applicable, payable on account of a “separation from service”, such payment will be made or provided on the date that is the earlier of (i) the first business day
following the expiration of the six-month period measured from the date of such “separation from service” and (ii) the date of the Participant’s death (the “Delay Period”).
Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 6(a)(10)(C) (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) will be paid, without
interest, on the first business day following the expiration of the Delay Period in a lump sum and any remaining payments due under the Award will be paid in accordance with the normal payment dates specified for them in the applicable Award
agreement. 
 (D)    For purposes of Section 409A, each payment made under the Plan or any Award will be
treated as a separate payment. 
 (E)    With regard to any payment considered to be nonqualified deferred
compensation under Section 409A, to the extent applicable, that is payable upon a change in control of the Company or other similar event, to the extent required to avoid the imposition of any additional tax, interest or penalty under
Section 409A, no amount will be payable unless such change in control constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations. 

(b)    Stock Options and SARs. 

(1)    Time and Manner of Exercise. Unless the Administrator expressly provides otherwise, no Stock Option
or SAR will be deemed to have been exercised until the Administrator receives a notice of exercise in a form acceptable to the Administrator that is signed by the appropriate person and accompanied by the payment required under the Award. The
Administrator may limit or restrict the exercisability of any Stock Option or SAR in its discretion, including in connection with any Covered Transaction. Any attempt to exercise a Stock Option or SAR by any person other than the Participant will
not be given effect unless the Administrator has received such evidence as it may require that the person exercising the Award has the right to do so. 

(2)    Exercise Price. The exercise price (or the base value from which appreciation is to be measured) per
share of each Award requiring exercise must be no less than 100% (in the case of an ISO granted to a 10-percent stockholder within the meaning of Section 422(b)(6) of the Code, 110%) of the Fair Market
Value of a share of Stock, determined as of the date of grant of the Award, or such higher amount as the Administrator may determine in connection with the grant. 

(3)    Payment of Exercise Price. Where the exercise of an Award (or portion thereof) is to be accompanied
by a payment, payment of the exercise price must be made by cash or check acceptable to the Administrator or, if so permitted by the Administrator and if legally permissible, (i) through the delivery of previously acquired unrestricted shares
of Stock, or the withholding of unrestricted shares of Stock otherwise issuable upon exercise, in either case, that have a Fair Market Value equal to the exercise price; (ii) through a broker-assisted cashless exercise program acceptable to the
Administrator; (iii) by other means acceptable to the Administrator; or (iv) by any combination of the foregoing permissible forms of payment. The delivery of previously acquired shares in payment of the exercise price under clause
(i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe. 

(4)    Maximum Term. The maximum term of Stock Options and SARs must not exceed 10 years from the date of
grant (or five years from the date of grant in the case of an ISO granted to a 10-percent stockholder described in Section 6(b)(2) above). 

(5)    No Repricing. Except in connection with a corporate transaction involving the Company (which term
includes, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares) or as otherwise contemplated by Section 7 below, the Company may not, without obtaining stockholder approval, (i) amend the terms of outstanding Stock Options or SARs to reduce the exercise price or base
value of such Stock Options or SARs; (ii) cancel outstanding Stock Options or SARs in exchange for Stock Options or SARs that have an exercise price or base value that is less than the exercise price or base value of the original Stock Options
or SARs; or (iii) cancel outstanding Stock Options or SARs that have an exercise price or base value greater than the Fair Market Value of a share of Stock on the date of such cancellation in exchange for cash or other consideration. 

  
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	7.	 EFFECT OF CERTAIN TRANSACTIONS 



(a)    Covered Transactions. Except as otherwise expressly provided in an Award or other agreement or by the
Administrator, the following provisions will apply in the event of a Covered Transaction: 
 (1)    Assumption or
Substitution. In the event of a Covered Transaction, each unvested Award (or portion thereof) that is outstanding as of the consummation of the Covered Transaction that is eligible to vest based on performance shall be deemed to be earned at
target performance levels and shall thereafter be eligible to vest solely based on continued Employment. Each such Award (or portion thereof), and each unvested Award (or portion thereof) that is outstanding as of the consummation of the Covered
Transaction that is eligible to vest solely based on continued Employment, shall be assumed, continued or substituted for by the acquiror or survivor or an affiliate of the acquiror or survivor with an award that substantially preserves the value of
the Award (or portion thereof) as of the consummation of the Covered Transaction and vests on the same schedule as the Award so assumed, continued or substituted for; provided, that, if within two (2) years following the consummation of
the Covered Transaction (other than a Covered Transaction described in clause (a)(1) of the definition thereof), a Participant’s Employment is terminated by the Company or any successor thereof for any reason other than Cause or, if a
Participant is party to a then-effective employment or severance-benefit agreement with the Company or any of its Affiliates that contains a definition of “Good Reason,” if the Participant resigns for Good Reason (as defined in such
agreement, such Award or any award granted in substitution therefor (or portion thereof) shall vest in full. 

(2)    Acceleration. Each unvested Award that is outstanding as of the consummation of a Covered
Transaction that is not assumed, continued or substituted for as provided in Section 7(a)(1) above shall vest in full in connection with the consummation of the Covered Transaction on a basis that permits the applicable Participant to
participate in the Covered Transaction as a stockholder of the Company. 
 (3)    Cash-Out of Awards. Subject to Section 7(a)(5) below, the Administrator may provide for payment (a “cash-out”), with respect to some or all
Awards that are not assumed, continued or substituted for as described in Section 7(a)(1) above or any portion thereof (including only the vested portion thereof, with the unvested portion terminating as provided in Section 7(a)(4) below),
equal in the case of each applicable Award or portion thereof to the excess, if any, of (i) the fair market value of a share of Stock multiplied by the number of shares of Stock subject to the Award or such portion, minus (ii) the
aggregate exercise or purchase price, if any, of such Award or portion thereof (or, in the case of a SAR, the aggregate base value above which appreciation is measured), in each case, on such payment and other terms and subject to such conditions
(which need not be the same as the terms and conditions applicable to holders of Stock generally) as the Administrator determines, including that any amounts paid in respect of such Award in connection with the Covered Transaction be placed in
escrow or otherwise made subject to such restrictions as the Administrator deems appropriate. For the avoidance of doubt, if the per share exercise or purchase price (or base value) of an Award or portion thereof is equal to or greater than the fair
market value of one share of Stock, such Award or portion may be cancelled with no payment due hereunder or otherwise in respect thereof. 

(4)    Termination of Awards upon Consummation of Covered Transaction. Except as the Administrator
may otherwise determine, each Award will automatically terminate (and in the case of outstanding shares of Restricted Stock, will automatically be forfeited) immediately upon the consummation of the Covered Transaction, other than (i) any Award
that is assumed, continued or substituted for pursuant to Section 7(a)(1) above and (ii) any Award that by its terms, or as a result of action taken by the Administrator, continues following the Covered Transaction. 

(5)    Additional Limitations. Any share of Stock and any cash or other property or other award
delivered pursuant to Section 7(a) (1), Section 7(a)(2) or Section 7(a)(3) above with respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any, as the Administrator deems appropriate,
including to reflect any performance or other vesting conditions to which the Award was subject and that did not lapse (and were not satisfied) in connection with the Covered Transaction. For purposes of the immediately


  
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preceding sentence, an acceleration under Section 7(a)(2) above or a cash-out under Section 7(a)(3) above will not, in and of itself, be treated
as the lapsing (or satisfaction) of a performance or other vesting condition. In the case of Restricted Stock that does not vest and is not forfeited in connection with the Covered Transaction, the Administrator may require that any amounts
delivered, exchanged or otherwise paid in respect of such Stock in connection with the Covered Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.

 (6)    Uniform Treatment. For the avoidance of doubt, the Administrator need not treat Participants or
Awards (or portions thereof) in a uniform manner, and may treat different Participants and/or Awards differently, in connection with a Covered Transaction. 

(b)    Changes in and Distributions with Respect to Stock. 

(1)    Basic Adjustment Provisions. In the event of a stock dividend, stock split or combination of shares
(including a reverse stock split), recapitalization or other change in the Company’s capital structure that constitutes an equity restructuring within the meaning of the Accounting Rules, the Administrator will make appropriate adjustments to
the Share Pool, the individual limits described in Section 4(e) above, the number and kind of shares of stock or securities underlying Awards then outstanding or subsequently granted, any exercise or purchase prices (or base values) relating to
Awards and any other provision of Awards affected by such change. 
 (2)    Certain Other Adjustments. The
Administrator may also make adjustments of the type described in Section 7(b)(1) above to take into account distributions to stockholders other than those provided for in Sections 7(a) and 7(b)(1) above, or any other event, if the Administrator
determines that adjustments are appropriate to avoid distortion in the operation of the Plan or any Award. 

(3)    Continuing Application of Plan Terms. References in the Plan to shares of Stock will be construed to
include any stock or securities resulting from an adjustment pursuant to this Section 7. 
  

	8.	 LEGAL CONDITIONS ON DELIVERY OF STOCK 



The Company will not be obligated to issue any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock
previously issued under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of issuance listed on
any stock exchange or national market system, the shares to be issued have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the Award have been satisfied or waived.
The Company may require, as a condition to the exercise of an Award or the issuance of shares of Stock under an Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of the Securities Act of
1933, as amended, or any applicable state or non-U.S. securities law. Any Stock issued under the Plan will be evidenced in such manner as the Administrator determines appropriate, including book-entry
registration or delivery of stock certificates. In the event that the Administrator determines that stock certificates will be issued in connection with Stock issued under the Plan, the Administrator may require that such certificates bear an
appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending the lapse of the applicable restrictions. 

 

	9.	 AMENDMENT AND TERMINATION 



The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by
applicable law, and may at any time terminate the Plan as to any future grants of Awards; provided, however, that except as otherwise expressly provided in the Plan or the applicable Award, the Administrator may not, without the
Participant’s consent, alter the terms of an Award so as to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so in the Plan or at the time the applicable
Award was granted. Any amendments to the Plan will be conditioned upon stockholder approval only to the extent, if any, such approval is required by applicable law (including the Code) or stock exchange requirements, as determined by the
Administrator. For the avoidance of doubt, without limiting the Administrator’s rights hereunder, no adjustment to any Award pursuant to the terms of Section 7 above will be treated as an amendment requiring a Participant’s consent.


  
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	10.	 OTHER COMPENSATION ARRANGEMENTS 



The existence of the Plan or the grant of any Award will not affect the right of the Company or any of its Affiliates to grant any person
bonuses or other compensation in addition to Awards under the Plan. 
  

	11.	 MISCELLANEOUS 



(a)    Waiver of Jury Trial. By accepting or being deemed to have accepted an Award under the Plan, each
Participant waives (or will be deemed to have waived), to the maximum extent permitted under applicable law, any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan or any Award, or under any
amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees (or will be deemed to have agreed) that any such action, proceedings or counterclaim will be
tried before a court and not before a jury. By accepting or being deemed to have accepted an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that
the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be construed as limiting the ability of the Company and
a Participant to agree to submit any dispute arising under the terms of the Plan or any Award to binding arbitration or as limiting the ability of the Company to require any individual to agree to submit such disputes to binding arbitration as a
condition of receiving an Award hereunder. 
 (b)    Limitation of Liability. Notwithstanding anything to
the contrary in the Plan or any Award, neither the Company, nor any of its Affiliates, nor the Administrator, nor any person acting on behalf of the Company, any of its Affiliates, or the Administrator, will be liable to any Participant, to any
permitted transferee, to the estate or beneficiary of any Participant or any permitted transferee, or to any other person by reason of any acceleration of income, any additional tax, or any penalty, interest or other liability asserted by reason of
the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to any Award. 

(c)    Unfunded Plan. The Company’s obligations under the Plan are unfunded, and no Participant will
have any right to specific assets of the Company in respect of any Award. Participants will be general unsecured creditors of the Company with respect to any amounts due or payable under the Plan. 

 

	12.	 RULES FOR PARTICIPANTS SUBJECT TO NON-U.S. LAWS



 The Administrator may at any time and from time to time (including before or after an Award is granted) establish,
adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan for Participants based outside of the U.S. and/or subject to the laws of countries other than the U.S., including by establishing one or more sub-plans, supplements or appendices under the Plan or any Award agreement for the purpose of complying or facilitating compliance with non-U.S. laws or taking advantage of
tax favorable treatment or for any other legal or administrative reason determined by the Administrator. Any such sub-plan, supplement or appendix may contain, in each case, (i) such limitations on the
Administrator’s discretion under the Plan and (ii) such additional or different terms and conditions, as the Administrator deems necessary or desirable and will be deemed to be part of the Plan but will apply only to Participants within
the group to which the sub-plan, supplement or appendix applies (as determined by the Administrator); provided, however, that no sub-plan, supplement or
appendix, rule or regulation established pursuant to this provision shall increase Share Pool or cause a violation of any U.S. law. 
  

	13.	 GOVERNING LAW 



(a)    Certain Requirements of Corporate Law. Awards and shares of Stock will be granted, issued and
administered consistent with the requirements of applicable Delaware law relating to the issuance of stock and the consideration to be received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which
the Stock is listed or entered for trading, in each case, as determined by the Administrator. 

  
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 (b)    Other Matters. Except as otherwise provided
by the express terms of an Award agreement, under a sub-plan described in Section 12 above or as provided in Section 13(a) above, the domestic substantive laws of the Commonwealth of Massachusetts
govern the provisions of the Plan and of Awards under the Plan and all claims or disputes arising out of or based upon the Plan or any Award under the Plan or relating to the subject matter hereof or thereof, without giving effect to any choice or
conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. 

(c)    Jurisdiction. Subject to Section 13(a) above and except as may be expressly set forth in
an Award agreement, by accepting (or being deemed to have accepted) an Award, each Participant agrees or will be deemed to have agreed to (i) submit irrevocably and unconditionally to the jurisdiction of the federal and state courts located
within the geographic boundaries of the United States District Court for the Commonwealth of Massachusetts for the purpose of any suit, action or other proceeding arising out of or based upon the Plan or any Award; (ii) not commence any suit,
action or other proceeding arising out of or based upon the Plan or any Award, except in the federal and state courts located within the geographic boundaries of the United States District Court for the Commonwealth of Massachusetts; and
(iii) waive, and not assert, by way of motion as a defense or otherwise, in any such suit, action or proceeding, any claim that he or she is not subject personally to the jurisdiction of the above-named courts that his or her property is exempt
or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Plan or any Award or the subject matter thereof may not be
enforced in or by such court. 

  
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 EXHIBIT A 

Definition of Terms 

The following terms, when used in the Plan, have the meanings and are subject to the provisions set forth below: 

“Accounting Rules”: Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor
provision. 
 “Administrator”: The Compensation Committee, except that the Compensation Committee may delegate (i) to
one or more of its members (or one or more other members of the Board, including the full Board) such of its duties, powers and responsibilities as it may determine; (ii) to one or more officers of the Company the power to grant Awards to the
extent permitted by applicable law; and (iii) to such Employees or other persons as it determines such ministerial tasks as it deems appropriate. For purposes of the Plan, the term “Administrator” will include the Board, the
Compensation Committee, and the person or persons delegated authority under the Plan to the extent of such delegation, as applicable. 

“Award”: Any or a combination of the following: 

(a)    Stock Options. 

(b)    SARs. 

(c)    Restricted Stock. 

(d)    Unrestricted Stock. 

(e)    Stock Units, including Restricted Stock Units and performance-based Restricted Stock Units. 

(f)    Performance Awards. 

(g)    Awards (other than Awards described in (a) through (f) above) that are convertible into or otherwise
based on Stock. 
 “Board”: The Board of Directors of the Company. 

“Cause”: In the case of any Participant who is party to an employment or severance-benefit agreement that contains a
definition of “Cause,” the definition set forth in such agreement shall apply with respect to such Participant for purposes of the Plan for so long as such agreement is in effect. In every other case, “Cause” means, as determined
by the Administrator: 
 (a)    the Participant’s commission of any felony or any crime involving moral
turpitude; 
 (b)    the Participant’s gross negligence, breach of fiduciary duty or breach of any non-competition, non-solicitation, confidentiality or developments agreement or other covenant in favor of the Company; 

(c)    the Participant’s willful failure to substantially perform his or her duties with the Company and its
Affiliates after a written demand for substantial performance is delivered by the Company or one of its Affiliates, and such failure of substantial performance shall have continued for a period of thirty (30) days after such written demand;

 (d)    the Participant has been chronically absent from work (excluding vacations, illnesses or leaves of
absences); 
 (e)    the Participant’s commission of an act of fraud, embezzlement or misappropriation
against the Company or one of its Affiliates; 
 (f)    the Participant shall have refused, after explicit
notice, to obey any lawful resolution or direction by the Board or his or her supervisor which is consistent with the Participant’s duties; or 

(g)    a violation by the Participant of any material written policy of the Company or any of its Affiliates or any
code of conduct adopted by the Company or any of its Affiliates. 

  
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 “Code”: The U.S. Internal Revenue Code of 1986, as from time to time
amended and in effect, or any successor statute as from time to time in effect. 
 “Company”: Waters Corporation, a
Delaware corporation. 
 “Compensation Committee”: The Compensation Committee of the Board. 

“Covered Transaction”: Any of: 

(a)    a consolidation, merger or similar transaction or series of related transactions, including a sale or other
disposition of stock: 
 1.    in which the Company is not the surviving corporation; 

2.    unless following which securities possessing more than 50% of the total combined voting power of the
survivor’s or acquiror’s outstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting power of the Company’s outstanding
securities immediately prior to the Covered Transaction; or 
 3.    that results in any person or group of
persons (within the meaning of Section 13(d)(3) of the Exchange Act) directly or indirectly acquiring beneficial ownership (determined pursuant to Rule 13d-3 promulgated under the Exchange Act) of
securities possessing more than 20% of the total combined voting power of the Company’s outstanding securities unless pursuant to a tender or exchange offer made directly to the Company’s stockholders that the Board recommends such
stockholders accept, in each case, other than an acquisition by (i) the Company or any of its Affiliates, (ii) an employee benefit plan of the Company or any of its Affiliates, (iii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its Affiliates, or (iv) an underwriter temporarily holding securities pursuant to an offering of such securities; 

(b)    a sale or transfer of all or substantially all the Company’s assets; 

(c)    a change in the composition of the Board, over a period of
thirty-six (36) consecutive months or less, in which a majority of the Board members (rounded up to the next whole number, if a fraction) ceases, by reason of one or more proxy contests for the election
of Board members, to be composed of individuals who either (1) have been Board members continuously since the beginning of that period, or (2) have been elected or nominated for election as Board members during such period by at least a
majority of the Board members described in the preceding clause (1) who were still in office at the time that election or nomination was approved by the Board; or 

(d)    a dissolution or liquidation of the Company. 

Where a Covered Transaction involves a tender offer that is reasonably expected to be followed by a merger described in clause (i) (as determined by the
Administrator), the Covered Transaction will be deemed to have occurred upon consummation of the tender offer. 
 “Date of
Adoption”: The date the Plan was approved by the Company’s stockholders. 
 “Director”: A member of the Board
who is not an Employee. 
 “Disability”: In the case of any Participant who is party to an employment, change of control or
severance-benefit agreement that contains a definition of “Disability” (or a corollary term), the definition set forth in such agreement shall apply with respect to such Participant for purposes of the Plan for so long as such agreement is
in effect. In every other case, “Disability” means, as determined by the Administrator, absence from work due to a disability for a period in excess of ninety (90) days in any twelve (12)-month period that would entitle the
Participant to receive benefits under the Company’s long-term disability program as in effect from time to time (if the Participant were a participant in such program). 

“Employee”: Any person who is employed by the Company or any of its Affiliates. 

“Employment”: A Participant’s employment or other service relationship with the Company or any of its Affiliates.
Employment will be deemed to continue, unless the Administrator otherwise determines, so long as the Participant is employed by, or otherwise is providing services in a capacity described in Section 5 of the Plan


  
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to, the Company or any of its Affiliates. If a Participant’s employment or other service relationship is with any of its Affiliates and that entity ceases to be an Affiliate, the
Participant’s Employment will be deemed to have terminated when the entity ceases to be an Affiliate of the Company unless the Participant transfers Employment to the Company or one of its remaining Affiliates. Notwithstanding the foregoing, in
construing the provisions of any Award relating to the payment of “nonqualified deferred compensation” (subject to Section 409A) upon a termination or cessation of Employment, references to termination or cessation of employment,
separation from service, retirement or similar or correlative terms will be construed to require a “separation from service” (as that term is defined in Section 1.409A-1(h) of the Treasury
Regulations, after giving effect to the presumptions contained therein) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury Regulations. The Company may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed
in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from service” has occurred. Any such written election will be deemed a part of the Plan. 

“Exchange Act”: The Securities Exchange Act of 1934, as amended. 

“Fair Market Value”: As of a particular date, (i) the closing price for a share of Stock reported on the New York Stock
Exchange (or any other national securities exchange on which the Stock is then listed) for that date or, if no closing price is reported for that date, the closing price on the immediately preceding date on which a closing price was reported or
(ii) in the event that the Stock is not traded on a national securities exchange, the fair market value of a share of Stock determined by the Administrator consistent with the rules of Section 422 and Section 409A to the extent
applicable. 
 “ISO”: A Stock Option intended to be an “incentive stock option” within the meaning of
Section 422. Each Stock Option granted pursuant to the Plan will be treated as providing by its terms that it is to be an NSO unless, as of the date of grant, it is expressly designated as an ISO. 

“NSO”: A Stock Option that is not intended to be an “incentive stock option” within the meaning of
Section 422. 
 “Participant”: A person who is granted an Award under the Plan. 

“Performance Award”: An Award subject to performance vesting conditions, which may include Performance Criteria. 

“Performance Criteria”: Specified criteria, other than the mere continuation of Employment or the mere passage of time, the
satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. A Performance Criterion and any targets with respect thereto need not be based upon an increase, a positive or improved result or avoidance of
loss and may be applied to a Participant individually, or to a business unit or division of the Company or to the Company as a whole. The Administrator may provide that one or more of the Performance Criteria applicable to such Award will be
adjusted in a manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable Performance Criterion or Criteria. 

“Plan”: This Waters Corporation 2020 Equity Incentive Plan, as from time to time amended and in effect. 

“Prior Plan”: The Waters Corporation 2012 Equity Incentive Plan, as from time to time amended and in effect. 

“Restricted Stock”: Stock subject to restrictions requiring that it be forfeited, redelivered or offered for sale to the
Company if specified performance or other vesting conditions are not satisfied. 
 “Restricted Stock Unit”: A Stock Unit
that is, or as to which the issuance of Stock or delivery of cash in lieu of Stock is, subject to the satisfaction of specified performance or other vesting conditions. 

“SAR”: A right entitling the holder upon exercise to receive an amount (payable in cash or in shares of Stock of equivalent
value) equal to the excess of the Fair Market Value of the shares of Stock subject to the right over the base value from which appreciation under the SAR is to be measured. 

  
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 “Section 409A”: Section 409A of the Code and the
regulations thereunder.  
 “Section 422”: Section 422 of the Code and the regulations
thereunder.  
 “Stock”: Common stock of the Company, par value $0.01 per share. 

“Stock Option”: An option entitling the holder to acquire shares of Stock upon payment of the exercise price. 

“Stock Unit”: An unfunded and unsecured promise, denominated in shares of Stock, to issue Stock or deliver cash measured by
the value of Stock in the future. 
 “Substitute Award”: An award issued under the Plan in substitution for one or more
equity awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition. 
 “Unrestricted
Stock”: Stock not subject to any restrictions under the terms of the Award. 

  
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