UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) December 11, 2012
Waters Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
01-14010 | 13-3668640 | |
(Commission File Number) | (IRS Employer Identification No.) | |
34 Maple Street, Milford, Massachusetts | 01757 | |
(Address of Principal Executive Offices) | (Zip Code) |
(508) 478-2000
(Registrants Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
On December 11, 2012, the Compensation Committee of the Board of Directors of Waters Corporation (the Company) approved forms of Equity Compensation Award Agreements (the Form Award Agreements) to be used for awards of executive stock options, director stock options and director restricted stock under the Waters Corporation 2012 Equity Incentive Plan. These Form Award Agreements are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated herein by this reference.
The description in the Form 8-K of the Form Award Agreements is qualified in its entirety by reference to the copies of the Form Award Agreements that are filed herewith as Exhibits 10.1, 10.2, and 10.3.
Item 9.01. | Financial Statements and Exhibits |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The Following exhibits are furnished herewith.
Exhibit
|
Description |
|
10.1 | Form of Waters 2012 Stock Option Agreement Executive Officers | |
10.2 | Form of Waters 2012 Stock Option Agreement Directors | |
10.3 | Form of Waters 2012 Restricted Stock Agreement Directors |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WATERS CORPORATION | ||||||
Dated: December 11, 2012 | By: |
/s/ William J. Curry |
||||
Name: | William J. Curry | |||||
Title: | Vice President, Corporate Controller and Principal Accounting Officer |
Exhibit 10.1
WATERS CORPORATION
2012 EQUITY INCENTIVE PLAN
S TOCK O PTION A GREEMENT FOR E XECUTIVE O FFICERS
T HIS A GREEMENT dated as of [ date ] between Waters Corporation, a corporation organized under the laws of the State of Delaware (the Company ), and [ name ] (the Optionee ), an employee of Waters Corporation.
1. Grant of Option. Pursuant and subject to the Companys 2012 Equity Incentive Plan (as the same may be amended from time to time, the Plan ), the Company grants to you, the Optionee, an option (the Option ) to purchase from the Company all or any part of a total of [ number (##) ] shares (the Optioned Shares) of the common stock, par value $.01 per share, in the Company (the Stock ), at a price of $[ exercise price ] per share. The Grant Date of this Option is as of [ date ].
2. Character of Option. This Option is not intended to be treated as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
3. Duration of Option. Subject to the following sentence, this Option shall expire at 5:00 p.m. ET on [ generally, the day immediately preceding the 10 th anniversary of the Grant Date ]. However, if your employment or other association with the Company and its Affiliates ends before that date, this Option shall expire at 5:00 p.m. ET on the date specified in the preceding sentence or, if earlier, the date specified in whichever of the following applies:
(a) If the termination of your employment or other association is on account of your retirement, death or disability, the day immediately preceding the first anniversary of the date your employment ends.
(b) If the termination of your employment or other association is due to any other reason, thirty days after your employment or other association ends.
4. Exercise of Option.
No portion of the Option is vested as of the date hereof. For the next five years, on each anniversary of the date hereof, 20% of the Option granted hereunder will vest and such vested portion of the Option will be exercisable. However, during any period that this Option remains outstanding after your employment or other association with the Company and its Affiliates ends, you may exercise it only to the extent it was exercisable immediately prior to the end of your employment or other association. Notwithstanding the foregoing, in the event of your death any then-unvested portion of the Option shall accelerate in full and become 100% vested.
The procedure for exercising this Option is described in Section 7.1(e) of the Plan. You may pay the exercise price due on exercise by (i) cash or check payable to the order of the Company in an amount equal to the exercise price of the shares to be purchased or, (ii) to the extent permitted by applicable law, through and under the terms and conditions of any formal cashless exercise program authorized by the Company.
5. Transfer of Option. The Option granted hereunder may be transferred or assigned by the Optionee to such Optionees family member in accordance with the provisions of Section 6.4 of the Plan.
6. Incorporation of Plan Terms. This Option 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 Option set forth in Section 8 ( Adjustment Provisions ) and Section 9 ( Change of Control ) and the limitations on the Companys obligation to deliver Optioned Shares upon exercise set forth in Section 10 ( Settlement of Awards ).
7. 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.
8. Tax Consequences. The Company makes no representation or warranty as to the tax treatment to you of your receipt or exercise of this Option or upon your sale or other disposition of the Optioned Shares. You should rely on your own tax advisors for such advice.
I N W ITNESS W HEREOF , the parties have executed this Agreement as a sealed instrument as of the date first above written.
WATERS CORPORATION | ||
By: | Douglas A. Berthiaume | |
Title: | Chairman, President and Chief Executive Officer |
Electronic Signature of Optionee:
[Name of Optionee]
- 2 -
Exhibit 10.2
WATERS CORPORATION
2012 EQUITY INCENTIVE PLAN
S TOCK O PTION A GREEMENT FOR B OARD OF D IRECTORS
T HIS A GREEMENT dated as of [ date ] between Waters Corporation, a corporation organized under the laws of the State of Delaware (the Company ), and [ name ] (the Optionee ), a director of Waters Corporation.
1. Grant of Option. Pursuant and subject to the Companys 2012 Equity Incentive Plan (as the same may be amended from time to time, the Plan ), the Company grants to you, the Optionee, an option (the Option ) to purchase from the Company all or any part of a total of [ number (##) ] shares (the Optioned Shares) of the common stock, par value $.01 per share, in the Company (the Stock ), at a price of $[ exercise price ] per share. The Grant Date of this Option is as of [ date ].
2. Character of Option. This Option is not intended to be treated as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
3. Duration of Option. Subject to the following sentence, this Option shall expire at 5:00 p.m. ET on [ generally, the day immediately preceding the 10 th anniversary of the Grant Date ]. However, if your employment or other association with the Company and its Affiliates ends before that date, this Option shall expire at 5:00 p.m. ET on the date specified in the preceding sentence or, if earlier, the date specified in whichever of the following applies:
(a) If the termination of your employment or other association is on account of your retirement, death or disability, the day immediately preceding the first anniversary of the date your employment ends.
(b) If the termination of your employment or other association is due to any other reason, thirty days after your employment or other association ends.
4. Exercise of Option.
No portion of the Option is vested as of the date hereof. On the anniversary of the date hereof, 100% of the Option granted hereunder will vest and be exercisable. However, during any period that this Option remains outstanding after your employment or other association with the Company and its Affiliates ends, you may exercise it only to the extent it was exercisable immediately prior to the end of your employment or other association. Notwithstanding the foregoing, in the event of your death any then-unvested portion of the Option shall accelerate in full and become 100% vested.
The procedure for exercising this Option is described in Section 7.1(e) of the Plan. You may pay the exercise price due on exercise by (i) cash or check payable to the
order of the Company in an amount equal to the exercise price of the shares to be purchased or, (ii) to the extent permitted by applicable law, through and under the terms and conditions of any formal cashless exercise program authorized by the Company.
5. Transfer of Option. The Option granted hereunder may be transferred or assigned by the Optionee to such Optionees family member in accordance with the provisions of Section 6.4 of the Plan.
6. Incorporation of Plan Terms. This Option 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 Option set forth in Section 8 ( Adjustment Provisions ) and Section 9 ( Change of Control ) and the limitations on the Companys obligation to deliver Optioned Shares upon exercise set forth in Section 10 ( Settlement of Awards ).
7. 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.
8. Tax Consequences. The Company makes no representation or warranty as to the tax treatment to you of your receipt or exercise of this Option or upon your sale or other disposition of the Optioned Shares. You should rely on your own tax advisors for such advice.
I N W ITNESS W HEREOF , the parties have executed this Agreement as a sealed instrument as of the date first above written.
WATERS CORPORATION | ||
By: | Douglas A. Berthiaume | |
Title: | Chairman, President and Chief Executive Officer |
Signature of Optionee:
[Name of Optionee/Director]
- 2 -
Exhibit 10.3
WATERS CORPORATION
2012 EQUITY INCENTIVE PLAN
R ESTRICTED S TOCK A GREEMENT FOR B OARD OF D IRECTORS
T HIS A GREEMENT dated as of [ date ] between Waters Corporation, a corporation organized under the laws of the State of Delaware (the Company ), and [ name ] (the Participant ), a director of Waters Corporation.
1. Issuance of Common Stock. Pursuant and subject to the Companys 2012 Equity Incentive Plan (as the same may be amended from time to time, the Plan ), the Company hereby agrees to issue to the Participant without cash consideration, and the Participant agrees to receive from the Company, an aggregate of [ number (##) ] shares (the Restricted Shares ) of the common stock, par value $.01 per share, in the Company (the Stock ). The date of this Restricted Stock Award (the Award) is as of [ date ] (the Award Date ). Upon receipt by the Company of a copy of this Agreement duly executed and completed by the Participant, the Company shall issue in the name of Participant, but hold in escrow, a duly executed certificate evidencing the Restricted Shares endorsed with the legend set forth in Section 7.3(b) of the Plan
2. Restrictions on Transfer. None of the Restricted Shares or any beneficial interest therein shall be sold, transferred, assigned, pledged, encumbered or otherwise disposed of in any way at any time (including, without limitation, by operation of law) other than (i) to the Company or its assignees or (ii) to any other person on (but only upon) death by will, bequest or operation of law (a Permitted Transferee ). All Permitted Transferees of Restricted Shares or any interest therein shall be required as a condition of such transfer to agree in writing, in form satisfactory to the Company, that they shall receive and hold such Restricted Shares or interest subject to the provisions of this Agreement. Any sale, transfer, assignment, pledge, encumbrance or other disposition of the Restricted Shares other than in accordance with this section shall be void. The Company shall not be required (i) to transfer on its books any Restricted Shares sold, transferred or otherwise disposed of in violation of this section or (ii) to treat as owner of any Restricted Shares, or to pay dividends in respect of Restricted Shares to, any person purporting to have acquired Restricted Shares or any beneficial interest therein unless such Restricted Shares or interest were acquired in compliance with the provisions of this section.
3. Forfeiture and Vesting of Restricted Shares. In the event of the termination of employment or other association of the Participant by the Company and its affiliates at any time before the first anniversary of the Award Date, the Restricted Shares shall be immediately forfeited by the Participant and each Permitted Transferee and the Company shall immediately reacquire from the Participant and each Permitted Transferee all of the Restricted Shares (subject to adjustment as provided in the Plan in the event of any stock split or other corporate action affecting the Restricted Shares) for no cash consideration. The Restricted Shares, if not theretofore forfeited, shall fully vest upon the first anniversary of the Award Date and shall not thereafter be subject to forfeiture. Notwithstanding the foregoing, in the event of your death any then-unvested Restricted Shares shall accelerate in full and become 100% vested.
4. Incorporation of Plan Terms. 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 Section 9 ( Change of Control ) and the limitations on the Companys obligation to deliver Restricted Shares set forth in Section 10 ( Settlement of Awards ).
5. 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.
6. Tax Consequences. The Company makes no representation or warranty as to the tax treatment to the Participant or any Permitted Transferee of the receipt of this Award or upon the sale or other disposition of the Restricted Shares. The Participant should rely on his/her own tax advisors for such advice. In the event that the Participant makes an election under Section 83(b) of the Internal Revenue Code of 1986, the Participant will promptly file a copy of the election with the Company.
I N W ITNESS W HEREOF , the parties have executed this Agreement as a sealed instrument as of the date first above written.
WATERS CORPORATION | ||
By: | Douglas A. Berthiaume | |
Title: | Chairman, President and Chief Executive Officer |
Signature of Participant
[Name of Participant/Director]
- 2 -