AMENDMENT, NOVEMBER 18, 2003, TO 1989 STOCK  OPTION PLAN, NON-EMPOYEE DIRECTORS



 Exhibit 10.3 
  
 AMENDMENT TO THE 
 MILLIPORE CORPORATION

 1989 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS 
  

WHEREAS Millipore Corporation (the “Company”) maintains the 1989 Stock Option Plan for Non-Employee Directors (the “Plan”); and

  
 WHEREAS pursuant to Section 8 of the Plan, the Company may
amend the Plan, subject to certain exceptions not relevant hereto. 
  
 NOW, THEREFORE, the Plan is hereby amended, effective as of the date hereof, as follows: 
  
 Amendment of Section 6 
  
 1. Section 6(h) of the Plan are hereby amended to read as follows: 
  
 “If a director’s service with the Company terminates for any reason other than as provided in paragraphs 6(d)(4),
6(g) and 6(i), all options held by the director shall terminate immediately.” 
  
 2. The last paragraph of Section 6(d) of the Plan is hereby amended to read as follows: 
  
 “Notwithstanding the provisions of the preceding paragraph, the Company shall have the right, but shall not be required, to repurchase from any
Eligible Director who ceases to render services as a director without the consent and approval of the Company, within six months of the exercise of any Option, the shares of the Company’s Common Stock so purchased by such Eligible Director at
their original purchase (or exercise) price, provided that such repurchase right may not be exercised by the Company in connection with or following the occurrence of a Change of Control.” 
  
 3. Section 6(i) of the Plan is hereby amended in its entirety to read as
follows: 
  
 “(i) Change of Control. 
  
 (a) For purposes of this Plan, “Change of Control” shall mean the
occurrence of any one of the following events: 
  
 (1) any
“person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the
election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (1) shall not be deemed to be a Change of Control if such event results from any of the following: (i) the
acquisition of Company Voting Securities by the Company or any of its subsidiaries, (ii) the acquisition of Company Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries,
(iii) the acquisition of Company Voting Securities by any underwriter temporarily 








 
holding securities pursuant to an offering of such securities, or (iv) the acquisition of Company Voting Securities pursuant to a Non-Qualifying Transaction
(as defined in paragraph (3) below); 
  
 (2) individuals who, as
of the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date
hereof, whose election or nomination for election was approved (either by a specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for director, without written objection to such nomination)
by a vote of at least two-thirds of the directors who were, as of the date of such approval, Incumbent Directors, shall be an Incumbent Director; provided, however, that no individual initially appointed, elected or nominated as a
director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person
other than the Board shall be an Incumbent Director; 
  
 (3) the
consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (i) the Company or (ii) any of its wholly owned subsidiaries pursuant to which, in the case of this clause (ii), Company Voting
Securities are issued or issuable (any event described in the immediately preceding clauses (i) or (ii), a “Reorganization”) or (iii) the sale or other disposition of all or substantially all of the assets of the Company to an entity that
is not an affiliate of the Company (a “Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity
other than a corporation) of (x) the entity resulting from such Reorganization, or the entity which has acquired all or substantially all of the assets of the Company (in either case, the “Surviving Entity”), or (y) if applicable, the
ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving
Entity (the “Parent Entity”), is represented by Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were
converted pursuant to such Reorganization or Sale), (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity or the Parent Entity) is or becomes the beneficial owner, directly or
indirectly, of 30% or more of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the outstanding voting securities of the Parent Entity (or, if there is no
Parent Entity, the Surviving Entity) and (C) at least a majority of the members of the board of directors (or similar officials in the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving
Entity) following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale, Incumbent Directors (any Reorganization or Sale
which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or 
  
 (4) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company. 
  
 Notwithstanding the foregoing, if any person becomes the beneficial owner of
30% or more of the combined voting power of Company Voting Securities solely as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding, such increased amount shall be
deemed not to result in a Change of Control; provided, however, that if such person subsequently becomes the beneficial 
  

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 owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities
beneficially owned by such person, a Change of Control of the Company shall then be deemed to occur. 
  
 (b) In the event of a Change of Control, all outstanding Options shall immediately preceding the Change of Control become fully vested and immediately
exercisable and each outstanding share of Restricted Stock shall immediately become free of all restrictions and conditions. In addition, the Committee may provide for any of the following actions (or such other actions it deems appropriate) in its
sole discretion: 
  
 (1) each holder of an outstanding Option
shall be given (A) written notice of the occurrence of the Change of Control at least 20 days prior to its proposed effective date (as specified in such notice) and (B) an opportunity during the period commencing with delivery of such notice and
ending 10 days prior to such proposed effective date, to exercise the Option in full, provided that upon the occurrence of the Change of Control all Options, to the extent not so exercised, shall automatically terminate; or 
  
 (2) each holder of an outstanding Option shall, upon the Change of Control,
become entitled to receive a cash lump sum payment in an amount equal to the product of (A) the excess, if any, of (i) the amount of consideration per Share received by the holders of Stock in the Change of Control over (ii) the exercise price per
Share under such Option multiplied by (B) the number of Shares subject to such Option, and such Option shall be canceled upon the Change of Control; or 
  
 (3) either the Surviving Entity or the Parent Entity, as the case may be (the “New Grantor”) shall provide to each holder of an outstanding
Option, upon the Change of Control, in exchange for the cancelation of such Option, a substitute or replacement option in respect of the common stock of such New Grantor (the “New Option”), with appropriate adjustments to the exercise
price and number of shares of New Grantor common stock issuable upon the exercise of the New Option as deemed appropriate by the Committee (and which, in the case of ISOs, are necessary to ensure that the New Option also qualifies as an ISO). The
New Option (i) shall be fully vested and immediately exercisable, (ii) shall remain exercisable for the remainder of the originally scheduled term of the original Option and (iii) shall otherwise be subject to the same terms and conditions as were
applicable to the original Option, except as may otherwise be agreed by the Committee prior to the Change of Control.” 
  
 Full Force and Effect. Except as expressly amended hereby, the Plan shall continue in full force and effect in accordance with the terms thereof on
the date hereof. 
  
 Governing Law. The validity,
interpretation, construction performance and enforcement of this Amendment shall be governed by the laws of the Commonwealth of Massachusetts without giving effect to the principles of conflict of laws thereof. 
  

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 IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this 18th day of November, 2003.

  

			
	MILLIPORE CORPORATION
		
	 by
	 	         /s/ Jeffrey Rudin


	 	 	 Name: Jeffrey Rudin

	 	 	 Title: Vice President, General Counsel



  

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