Waters Corporation (NYSE:WAT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

The following is a summary of the material changes to the Change
of Control/Severance Agreements from the existing agreements. The
existing agreements provide for a so-called 280G gross-up, which,
in the event that any change of control-related payments made to
the executive were subject to the excise tax under Section4999 of
the Internal Revenue Code, required the Company to pay a tax
gross-up payment to the executive to ensure that the executive
was in the same economic position as if the payments were not
subject to this excise tax. This gross-up provision has been
removed and instead the agreements provide that if any change of
control-related payments made to the executive are subject to
this excise tax, he or she will be entitled to the full amount of
the payments or an amount reduced so that the excise tax does not
apply to such payments, whichever results in the greater
after-tax amount payable to the executive. In addition, the
single trigger acceleration of equity awards in connection with a
change in control provided for in the Companys 2012 Equity
Incentive Plan will not apply to equity awards granted to the
executives on or after December9, 2016 and these awards will be
subject to double-trigger vesting. Performance awards will be
governed by the terms of the award agreements evidencing such
awards. Finally, in the event of a termination of the executives
employment by the Company without cause or by the executive for
good reason, in lieu of providing the executive with the same
life, accident, health and dental insurance benefits for a
twenty-four month period following such termination, the Company
will instead pay to the executive a lump sum amount equal to the
amount that the Company would have paid in premiums under such
plans for that same period.

The foregoing is a summary only and is qualified in its entirety
by reference to the full text of the Form of Change of
Control/Severance Agreement, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated by reference
herein.

About Waters Corporation (NYSE:WAT)

Waters Corporation is an analytical instrument manufacturer. The Company designs, manufactures, distributes and services instrument systems, columns and other chemistry consumables that are integrated and used along with other analytical instruments. The Company operates through two segments: Waters Division and TA Division. Its Waters Division’s products and services primarily consist of high performance liquid chromatography, ultra performance liquid chromatography, mass spectrometry and chemistry consumable products and related services. TA Division’s products and services primarily consist of thermal analysis, rheometry and calorimetry instrument systems and service sales. Its products are used by pharmaceutical, life science, biochemical, industrial, nutritional safety, environmental, academic and governmental customers working in research and development, quality assurance and other laboratory applications.

Waters Corporation (NYSE:WAT) Recent Trading Information

Waters Corporation (NYSE:WAT) closed its last trading session up +1.25 at 156.01 with 409,330 shares trading hands.