EX-10.1



 Exhibit 10.1 

WATERS CORPORATION 

2012 EQUITY INCENTIVE PLAN 

PERFORMANCE STOCK UNIT AWARD AGREEMENT 

THIS AGREEMENT dated as of [            ] between Waters Corporation, a
corporation organized under the laws of the State of Delaware (the “Company”), and [            ] (the “Participant”), an employee of Waters Corporation.

 1. Grant of Award. Pursuant and subject to the Company’s 2012 Equity Incentive Plan (as the same may be amended from time to
time, the “Plan”), the Company hereby grants to the Participant an award (the “Award”) consisting of a target number of [            ] Performance Units
(the “Target Award”) and such Performance Units, the “PSUs”). Each PSU represents the conditional right to receive, without payment but subject to the terms, conditions and limitations set forth in this Agreement
and in the Plan, one share of the common stock, par value $.01 per share, of the Company (the “Stock”), subject to adjustment pursuant to Section 8 of the Plan in respect of transactions occurring after the date hereof. The
percentage of the Target Award that may be earned by the Participant will be determined in accordance with Exhibit A hereto. The date of grant (the “Grant Date”) of this Award is
[            ]. 
 2. Earned PSUs. The PSUs shall become “Earned
PSUs” following the end of the Performance Period to the extent earned in accordance with the performance criteria set forth on Exhibit A (the “Performance Criteria”), subject to the Compensation Committee
certifying, in its sole discretion, the achievement of the Performance Criterion. 
 3. Vesting of Earned PSUs; Termination of
Employment. No portion of the Award is vested as of the date hereof. The Earned PSUs (if any) shall vest in full on March 1, [            ] (the “Vesting Date”),
subject to your continuous employment through this date. Notwithstanding the foregoing, in the event of a termination of employment due to your death prior to the Vesting Date, the PSUs shall not terminate upon such termination and shall instead
remain outstanding and eligible to become Earned PSUs in accordance with the terms of Exhibit A and to vest on the Vesting Date. The number of Earned PSUs, if any, will be prorated based on the number of the days that have elapsed in the
Performance Period from the first day of the Performance Period to the date of such termination of employment. 
 4. Change of
Control. Notwithstanding anything contained in Section 9 of the Plan to the contrary: 
  

	 	(a)	If, prior to the Performance Period End Date (as defined in Exhibit A), a Change of Control occurs, to the extent the PSUs are outstanding immediately prior to such Change of Control, the Compensation Committee shall
determine the extent to which the Performance Criterion has been met as of the date such Change of Control is consummated treating the date of such Change of Control as the Performance Period End Date (solely for purposes of determining the extent
to which the Performance Criterion has been met as of such date) and shall determine the number of Earned PSUs, if any. The number of Earned PSUs, if any, shall continue to vest based solely on time and shall vest on the Vesting Date, subject to
your remaining in continuous employment through such date, except as otherwise provided in Section 4(b) below. 

  

	 	(b)	 (i) If (A) in connection with a Change of Control described in subsection (a) above the Earned PSUs are
assumed or continued, or a new award is substituted for the 










	 	
Earned PSUs, by the acquiror or survivor (or an affiliate of the acquiror or survivor), (B) you remain continuously employed through the date of the Change of Control, and (C) your
employment is terminated by the Company without Cause or by you for Good Reason, in either case, within eighteen months following the Change of Control, the Earned PSUs will automatically vest in full upon such termination of employment.


  

	 	(ii)	If, in connection with a Change of Control described in subsection (a) above, the Earned PSUs are not assumed or continued, or a new award is not substituted for the Earned PSUs, by the acquiror or survivor (or an
affiliate of the acquiror or survivor), the Earned PSUs will automatically vest in full upon the occurrence of such Change of Control and the Company shall deliver to you any shares in respect of Earned PSUs in a manner that will allow you to
participate in the Change of Control on the same basis as other shareholders. 

  

	 	(c)	In the event a Change of Control occurs following a termination of employment due to your death and prior to the Performance Period End Date, (i) the PSUs shall become Earned PSUs as provided for in
Section 4(a) above, (ii) the Earned PSUs will automatically vest in full upon the occurrence of such Change of Control, and (iii) the Company shall deliver to you any shares in respect of Earned PSUs in a manner that will allow you to
participate in the Change of Control on the same basis as other shareholders. 

 5. Delivery of Shares. Shares in
respect of Earned PSUs that have become vested will be delivered to you as soon as practicable following vesting, but in any event no later than the March 15th following the date the Earned
PSUs become vested hereunder (or any earlier date, after vesting, required to avoid characterization as non-qualified deferred compensation under Section 409A of the Code). In connection with the delivery of shares of Stock in respect of Earned
PSUs, par value will be deemed paid for each share by past services rendered by you. 
 6. Duration of Award and Termination of
Employment. This Award will expire upon the earlier of (i) the delivery of all vested and Earned PSUs granted pursuant to this Agreement or (ii) your termination of employment or other association with the Company and its Affiliates
for any reason other than death or as provided in Section 4(b)(i) above. 
 7. Transfer of Awards. You may not transfer this
Award except by will or the laws of descent and distribution. 
 8. Incorporation of Plan Terms. Except as expressly provided herein,
this Award is granted subject to all of the applicable terms and provisions of the Plan, including but not limited to the provision for acceleration of vesting of this Award set forth in Section 8 (Adjustment Provisions) and the limitations on
the Company’s obligation to deliver shares of Stock upon settlement set forth in Section 10 (Settlement of Awards). 
 9.
Definitions. For purposes of this Award, the following terms have the following meanings: 
  

	 	(a)	“Cause” shall mean, except as otherwise set forth in an employment or other individual agreement between you and the Company (it being understood that such other definition of “Cause” that is set
forth in any such employment agreement or other individual Agreement shall control instead of this definition for so long as such employment agreement or other individual agreement is in effect): 


  
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	 	(i)	the conviction of you by a court of competent jurisdiction of, or the pleading of guilty or nolo contendere to, any felony or any crime involving moral turpitude; 


 

	 	(ii)	gross negligence, breach of fiduciary duty, breach of any non-competition, non-solicitation or developments agreement or covenant in favor of the Company or material breach of any confidentiality agreement or covenant
in favor of the Company; 

  

	 	(iii)	you shall have willfully and continually failed to substantially perform your duties with the Company after a written demand for substantial performance is delivered by the Company, which demand specifically identifies
the manner in which the Company believes that you have not substantially performed your duties pursuant to the disciplinary procedures of the Company, and such failure of substantial performance shall have continued for a period of thirty
(30) days after such written demand; 

  

	 	(iv)	you have been chronically absent from work (excluding vacations, illnesses or leaves of absences); 

  

	 	(v)	the commission by you of an act of fraud, embezzlement or misappropriation against the Company; or 

  

	 	(vi)	you shall have refused, after explicit notice, to obey any lawful resolution or direction by the Board which is consistent with your duties as an officer of the Company. 


 

	 	(b)	“Good Reason” shall mean, except as otherwise set forth in an employment or other individual agreement between you and the Company (it being understood that such other definition of “Cause” that is
set forth in any such employment agreement or other individual agreement shall control instead of this definition for so long as such employment agreement or other individual agreement is in effect, the occurrence (without your express written
consent) of one or more of the following events following a Change of Control, as the case may be: 

  

	 	(i)	a material diminution in your authority, duties, responsibilities or reporting lines from her authority, duties, responsibilities or reporting lines immediately prior to the Change of Control; 


 

	 	(ii)	a material reduction in your base salary (other than that which results in a base salary reduction of no more than ten percent (10%) in the aggregate from your highest base salary and is proportional to reductions
of other senior executives) or target annual bonus opportunity; 

  

	 	(iii)	a material change in your place of business (provided, however, that travel for business purposes consistent with past practices shall not be considered a change in the place of business for the purpose of this clause
(iii)); or 

  

	 	(iv)	a material breach by the Company of any agreement under which you provide services to the Company, or any plan of incentive compensation; 


  
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 provided, that the occurrence of any of the events listed in clauses (i) through
(iv) shall not mean “Good Reason” (x) unless you shall have given notice of the event to the Company within ninety (90) days after it first existed, (y) the Company shall have failed to remedy the condition within
thirty (30) days after the notice, and (z) you actually terminate employment within thirty (30) days after the expiration of the Company’s cure period. 

10. Miscellaneous. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard
to the conflict of laws principles thereof and shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian, or other legal representative of you. Capitalized terms used
but not defined herein shall have the meaning assigned under the Plan. This Agreement may be executed in one or more counterparts all of which together shall constitute but one instrument. 

11. Tax Consequences. The Company makes no representation or warranty as to the tax treatment to you of your receipt, settlement or
exercise of this Award or upon your sale or other disposition of shares of Stock. You should rely on your own tax advisors for such advice. 

IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed
instrument as of the date first above written. 
  

			
	WATERS CORPORATION
		
	By:	 	 
	Title:	 	  


  
  

	
	 EMPLOYEE
 Electronic Signature of
Participant

	
	   



  
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