Common use of Termination Following a Change of Control Clause in Contracts

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and (b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employment.

Termination Following a Change of Control. If, If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time during a period commencing with a Change of Control and ending eighteen within twelve (1812) months after such a Change of Control, Employee shall be entitled to the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shallfollowing severance benefits: (ai) Pay to Twenty-four (24) months of Employee’s base salary as in effect as of the Executive date of such termination, less applicable withholding, payable in a lump sum amount within thirty (reduced by any required withholding), within ten (1030) business days following of the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and Involuntary Termination; (ii) an amount equal to the amount payable pursuant to the immediately preceding clause one hundred percent (i100%) times his target of Employee’s bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and; (biii) Provide all stock options granted by the Executive and his dependents with Company to the same life, accident, health and dental insurance benefits that the Executive was receiving immediately Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (iv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s termination of his employment until the earlier of: employment; provided, however, that (i) the date which is twelve (12Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) months following the date of the Change Internal Revenue Code of Control1986, as amended; or and (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended ("“COBRA"”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employmentdate.

Termination Following a Change of Control. If, In the event that Employee’s employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time during within 12 months following the effective date of a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the Company terminates period from the Executive's employment for a reason other than Cause, death, or Disability or date of Employee’s termination until the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) date 18 months after the occurrence effective date of the event or events constituting "Good Reason"), termination (the Company shall: (a“Severance Period”) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and (b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive Employee was receiving immediately prior to the termination Change of his employment until Control, which payments shall be paid during the earlier of: Severance Period in accordance with the Company’s standard payroll practices, (iii) the date which is twelve (12) months following a lump sum payment as soon as practicable after the date of termination of employment equal to 150% of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under Control at Company expense pursuant to the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended ("“COBRA"), from ”) or other applicable law through the earlier of the end of the Severance Period or the date of discontinuance specified in the preceding sentence, to the extent upon which Employee is no longer eligible for such coverage is required to be provided in accordance with COBRA or other benefits under applicable law; and and (cv) Notwithstanding any contrary provisions each stock option and equity award to purchase the Company’s Common Stock granted to Employee over the course of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of his employment with the Company that have not expired to become exercisable, or, in the case of any restrictions and held by Employee on the vesting date of any termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 months after the date of termination of employment (assuming that Employee had remained an employee of the Company or any subsidiary or affiliate for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions of the Company held by the Executive agreement and plan pursuant to any which such option or award was granted, provided however that the vested shares underlying an equity incentive agreementaward granted on or after July 23, to cause such restrictions to lapse2004, as shall remain exercisable for a period of eighteen (18) months following Employee’s termination date (but not later than the case may be, on such last expiration date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits award as set forth in this Section 2 shall be reduced by any the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and all other severance or other amounts or benefits paid or payable to the Executive unpaid vacation accrued as a result of the date of Employee’s termination of his employment.

Termination Following a Change of Control. If, If the Employee’s employment with the Company is terminated without Cause or is terminated as a result of an Involuntary Termination at any time during a period commencing with within 12 months after a Change of Control and ending eighteen (18) months after such Change of Control, the Employee delivers to the Company terminates the Executive's employment for within 60 days following such termination a reason other than Cause, death, or Disability or the Executive terminates his employment with general release of claims in favor of the Company for "Good Reason" (provided, however, that the release of which shall not include any such termination by release of claims pursuant to which the Executive must occur promptly Employee is entitled to indemnification with respect to thereof) (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"“Release”), then the Company shall: (a) Pay Employee will be entitled to the Executive a lump sum amount following severance benefits (reduced by any required withholding), payable within ten (10) business 60 days following the Executive's last date of employmentTermination Date, equal provided that the Release has been executed, delivered to the sum of twelve (12) times his monthly base salary (at Company and is effective on or prior to such date, and provided further that if the highest monthly base salary rate in effect for such Executive 60-day period spans two calendar years, payment will be made in the twelve (12) month period prior second calendar year, subject to the termination time limitations set forth in Section 5): (i) six months of his employment) and the Employee’s then-current annual base salary, payable in a lump sum. (ii) an amount equal to fifty percent of the amount payable pursuant to the immediately preceding clause (i) times his Employee’s target annual bonus percentage under the Company's Management Incentive Plan or any successor plan for the calendar year in which the termination of without Cause or the Executive's employment Involuntary Termination occurs; and, payable in a lump sum. (biii) Provide in addition to the Executive shares that are vested and his dependents exercisable in accordance with each equity award that was granted by the same life, accident, health and dental insurance benefits that Company to the Executive was receiving immediately Employee prior to the termination Termination Date, each such grant shall become vested and exercisable as to an additional 36 months of his employment until each such outstanding and not fully vested equity grant; (iv) Until the earlier of: of (i) the date which Employee is twelve (12) months following the date of the Change of Control; no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) six months from the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plansTermination Date, the Company shall pay reimburse Employee for continuation coverage pursuant to COBRA (as defined below) as was in effect for the Executive Employee (and any eligible dependents) on the amount day immediately preceding the Company would have paid Termination Date; provided: (A) the Employee constitutes a qualified beneficiary, as defined in premiums under Section 4980B(g)(l) of the relevant plan or plans had Code; and (B) the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance Employee timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended ("“COBRA"”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay or reimburse the Employee for the COBRA premiums without violating applicable law (including Section 2716 of the Public Health Service Act), from the Company instead shall pay to the Employee a fully taxable lump sum cash payment equal to the applicable COBRA premiums (or remaining period if reimbursements had commenced prior to the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable lawdetermination); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employment.

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, If the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his Employee’s employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (andterminates as a result of an Involuntary Termination on, in connection with or at any event, time within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and (b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months after a Change of Control, regardless of whether Employee obtains employment elsewhere, Employee shall be entitled, upon Employee’s execution of a general release of claims against the Company or any of its successors or assigns, to the following severance benefits which are in lieu of benefits (if any) as may then be established under the Employee’s then existing severance agreement or the Company’s then existing severance and benefits plans and policies at the time of such termination or as may be currently established under the Company’s existing severance and benefits plans and policies at the date of execution of this Agreement: (i) Employee shall receive a lump sum cash payment in an amount equal to twelve (12) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding; (ii) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (iii) If (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended and (ii) Employee elects continuation coverage pursuant to the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) within the time period prescribed pursuant to COBRA, then the Company shall reimburse Employee for up to twelve (12) months of coverage equivalent to the level of health, dental and life insurance coverage that was provided to such employee immediately prior to the Termination Date (the “Company-Paid Coverage”). If such coverage included the Employee’s dependents immediately prior to the Change of Control; , such dependents shall also be covered at Company expense. Company-Paid Coverage shall continue until the earlier of (i) twelve (12) months from the date of the Termination Date, or (ii) the date that the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive Employee and his dependents shall be entitled to health become covered under another employer’s group health, dental or life insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) provide Employee and any equity incentive agreements entered into between the Company his dependents with comparable benefits and the Executive pursuant to such plans or otherwise, cause any unexercisable installments levels of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employmentcoverage.

Termination Following a Change of Control. If, If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time during a period commencing with a Change of Control and ending within eighteen (18) months after such a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, Employee shall be entitled to the following severance benefits: (1) Twelve months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination or, if greater, as in effect in the year in which the Change of Control occurs, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s bonus in the prior year plus a pro rata portion (based on number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within twenty (20) days following the effective date of the release of claims pursuant to Section 7 hereto; (2) all stock options granted by the Company terminates to the Executive's employment Employee prior to the Change of Control shall accelerate and become vested under the applicable option agreements to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a reason other than Causeperiod of two (2) years following the Termination Date; and (4) the same level of Company-paid health (i.e., deathmedical, or Disability or vision and dental) coverage and benefits for such coverage as in effect for the Executive terminates his employment with Employee (and any eligible dependents) on the Company for "Good Reason" (day immediately preceding the Employee’s Termination Date; provided, however, that any such termination by (i) the Executive must occur promptly (andEmployee constitutes a qualified beneficiary, as defined in any event, within 90 daysSection 4980B(g)(1) after the occurrence of the event or events constituting "Good Reason")Internal Revenue Code of 1986, the Company shall: (a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) as amended; and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and (b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended ("“COBRA"”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employmentTermination Date.

Termination Following a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, Control the Company terminates the Executive's ’s employment for a reason other than Cause, death, or Disability without Cause (as such term is defined in Section 5(c) below) or the Executive terminates his employment with the Company for "Good Reason" Reason (as such term is defined in Section 3(b) below) (provided, however, that any such a termination for Good Reason by the Executive must can only occur promptly if (andi) the Executive has given the Company a Notice of Termination indicating the existence of a condition giving rise to Good Reason and the Company has not cured the condition giving rise to Good Reason within thirty (30) days after receipt of such Notice of Termination, in any event, and (ii) such Notice of Termination is given within 90 daysninety (90) days after the initial occurrence of the event or events condition giving rise to Good Reason and further provided that a termination for Good Reason shall occur no later than two years after the initial existence of the condition constituting "“Good Reason"”), the Company shall: (a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Executive's ’s last date of employment, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination months of his employment) and Base Salary, plus (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for that could have been payable to such Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect immediately prior to the Executive's termination of his or her employment occurs(all payments under Sections 1, 2 and this Section 3(a) being referred to collectively, as the “Severance Payments”); and (b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date Executive’s last day of the Change of Controlemployment; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c3) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause Cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's ’s last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on such last date of employment; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and (d4) Cause any unvested portion of any qualified and non-qualified or non­qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Planbenefits, and the Waters Retirement Restoration Plan any portion of any qualified or non­qualified awards made pursuant to any stock incentive plans, including, but not limited to, restricted stock units, restricted stock, stock appreciation rights and all other equity based awards (or any plans that may become the successors to such plans) but excluding stock options), to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 3 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment. (b) For purposes of Section 3 above, “Good Reason” shall mean the occurrence of one or more of the following events following a Change of Control, as the case may be: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive’s base compensation or the termination of the Executive’s rights to any employee benefits immediately prior to the Change of Control, except to the extent any such benefit is replaced with a comparable benefit, or a reduction in scope or value thereof; or (iii) a change by the Company in the location at which the Executive performs the Executive’s principal duties for the Company to a new location that is both (X) outside a radius of 40 miles from the Executive’s principal residence immediately prior to the Change of Control and (Y) more than 30 miles from the location at which the Executive performed the Executive’s principal duties for the Company immediately prior to the Change of Control; or a requirement by the Company that the Executive travel on Company business to a substantially greater extent than required immediately prior to the Change of Control or (iv) a failure by the Company to obtain the agreement referenced in Section 5(f).

Termination Following a Change of Control. If, If the Employee's employment with the Company terminates as a result of a Change in Control Involuntary Termination at any time during a period commencing with a Change of Control and ending within eighteen (18) months after such a Change of Control, Employee shall be entitled to the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shallfollowing severance benefits: (ai) Pay to Twenty-four (24) months of Employee's base salary as in effect as of the Executive date of such termination, less applicable withholding, payable in a lump sum amount within thirty (reduced by any required withholding), within ten (1030) business days following of the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and Involuntary Termination; (ii) an amount equal to the amount payable pursuant to the immediately preceding clause one hundred percent (i100%) times his target of Employee's bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and; (biii) Provide all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Executive and his dependents with Company to the same life, accident, health and dental insurance benefits that the Executive was receiving immediately Employee prior to the termination Change of his employment until Control shall become fully vested or released from the earlier of: Company's repurchase right (iif any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the date which is of the termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination, with the right to exercise said equity awards within twelve (12) months following of such termination; and (iv) the date same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Change Employee's termination of Control; or (ii) the date the Executive commences subsequent employment; provided, however, that if (A) the Executive's continued participation is not possible under Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the terms Internal Revenue Code of any one or more of those insurance plans1986, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company as amended; and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (C) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (D) twelve (12) months from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employmentdate.

Termination Following a Change of Control. (a) If, at any time during a period commencing with after a Change in Control (as such term is defined in Section 3(b)), but prior to the date three (3) years from the date of Control and ending eighteen (18) months after such a Change of in Control, the Company terminates the Senior Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason")employment, the Company shall: (ai) Pay continue to pay to the Executive a lump sum amount Senior Executive, in accordance with the Company's normal payroll practices and policies in effect from time to time (reduced by including any required withholding), within ten (10) business days following the Senior Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Senior Executive in the twelve (12) month period immediately prior to the termination of his employment) and (ii) an amount equal to until the amount payable pursuant to the immediately preceding clause earlier of (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which twelve (12) months following the termination of the Senior Executive's employment occursemployment, or (ii) the date the Senior Executive is employed by a subsequent employer or is engaged as a consultant (note: in the event of consulting income of less than base salary, the Company will compensate the difference) (the "Severance Payments"); andprovided, however, that the Company shall not be obligated to make any Severance Payments pursuant to this Section 1(a) during any period in which the Senior Executive is in violation of the terms of his/her Employee Noncompetition, Nondisclosure and Developments Agreement with the Company; (bii) Provide the date of the Senior Executive's termination shall be the date of the "qualifying event" under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If the Senior Executive and his dependents elects to continue medical insurance coverage after termination in accordance with the same lifeprovisions of COBRA, accident, health and dental insurance benefits that the Executive was receiving immediately prior to Company shall pay the termination of his employment Senior Executive's monthly premium payments until the earlier of: of (i) the date which is twelve (12) months following the date termination of the Change of ControlSenior Executive's employment; or (ii) the date the Senior Executive commences subsequent obtains other employment; provided, that or (iii) the date the Senior Executive's COBRA continuation coverage would terminate in accordance with the provisions of COBRA. Thereafter, if the payment of monthly premiums by the Company has ceased due to a reason in (i) or (ii) above, the Senior Executive will be responsible for any and all payments for the remaining period of elected continued health insurance coverage under COBRA. (iii) In addition to any other vesting provisions that the Senior Executive may be entitled to in accordance with other agreements with the Company, accelerate the vesting of all of the Senior Executive's continued participation is not possible under incentive and non-qualified stock options by twelve (12) months from the terms date of any the termination; (b) For purposes of Section 1, "Good Reason" shall mean the occurrence of one or more of those insurance plans, the Company shall pay following events following a Change of Control: (i) the assignment to the Senior Executive of any duties substantially inconsistent with his position, authority, duties or responsibilities immediately prior to the amount the Company would have paid in premiums under the relevant plan Change of Control or plans had the Executive continued to be employed any other action by the Company and continued to participate which results in a substantial limitation in such position, authority, duties or responsibilities; (ii) a substantial reduction in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions aggregate of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Senior Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company base or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result compensation of the termination of his employment.the Senior Executive's rights or any employee benefits immediately prior to the Change of Control, except to the extent any such benefit is replaced with a substantially similar benefit, or a reduction in scope of value thereof; or

Termination Following a Change of Control. (a) If, at any time during a period commencing with after a Change in Control (as such term is defined in Section 3(b)), but prior to the date three (3) years from the date of Control and ending eighteen (18) months after such a Change of in Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason")employment, the Company shall: (ai) Pay continue to pay to the Executive a lump sum amount Executive, in accordance with the Company's normal payroll practices and policies in effect from time to time (reduced by including any required withholding), within ten (10) business days following the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period immediately prior to the termination of his employment) and (ii) an amount equal to until the amount payable pursuant to the immediately preceding clause earlier of (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which six (6) months following the termination of the Executive's employment occurs; and (b) Provide the Executive and his dependents with the same lifeemployment, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences is employed by a subsequent employmentemployer or is engaged as a consultant (note: in the event of consulting income of less than base salary, the Company will compensate the difference) (the "Severance Payments"); provided, however, that if the Company shall not be obligated to make any Severance Payments pursuant to this Section 1(a) during any period in which the Executive is in violation of the terms of his/her Employee Noncompetition, Nondisclosure and Developments Agreement with the Company; (ii) the date of the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents termination shall be entitled to health insurance continuation coverage pursuant to the date of the "qualifying event" under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If the Executive elects to continue medical insurance coverage after termination in accordance with the provisions of COBRA, the Company shall pay the Executive's monthly premium payments until the earlier of (i) the date which is six (6) months following the termination of the Executive's employment; (ii) the date the Executive obtains other employment, or (iii) the date the Executive's COBRA continuation coverage would terminate in accordance with the provisions of COBRA. Thereafter, if the payment of monthly premiums by the Company has ceased due to a reason in (i) or (ii) above, the Executive will be responsible for any and all payments for the remaining period of elected continued health insurance coverage under COBRA. (iii) In addition to any other vesting provisions that the Executive may be entitled to in accordance with other agreements with the Company, accelerate the vesting of all of the Executive's incentive and non- qualified stock options by six (6) months from the date of discontinuance specified the termination; (b) For purposes of Section 1, "Good Reason" shall mean the occurrence of one or more of the following events following a Change of Control: (i) the assignment to the Executive of any duties substantially inconsistent with his position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a substantial limitation in such position, authority, duties or responsibilities; (ii) a substantial reduction in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions aggregate of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company base or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result compensation of the termination of his employment.the Executive's rights or any employee benefits immediately prior to the Change of Control, except to the extent any such benefit is replaced with a substantially similar benefit, or a reduction in scope of value thereof; or

Termination Following a Change of Control. If, In the event that Employee’s employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time during within 12 months following the effective date of a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the Company terminates period from the Executive's employment for a reason other than Cause, death, or Disability or date of Employee’s termination until the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) date 24 months after the occurrence effective date of the event or events constituting "Good Reason"), termination (the Company shall: (a“Severance Period”) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and (b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive Employee was receiving immediately prior to the termination Change of his employment until Control, which payments shall be paid during the earlier of: Severance Period in accordance with the Company’s standard payroll practices, (iii) the date which is twelve (12) months following a lump sum payment as soon as practicable after the date of termination of employment equal to 200% of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under Control at Company expense pursuant to the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended ("“COBRA"), from ”) or other applicable law through the earlier of the end of the Severance Period or the date of discontinuance specified in the preceding sentence, to the extent upon which Employee is no longer eligible for such coverage is required to be provided in accordance with COBRA or other benefits under applicable law; and (cv) Notwithstanding any contrary provisions each stock option and equity award to purchase the Company’s Common Stock granted to Employee over the course of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of his employment with the Company that have not expired to become exercisable, or, in the case of any restrictions and held by Employee on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion termination of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to employment shall become immediately vested as to 100% of the then unvested option shares; and (subject to applicable law); providedvi) each equity award granted on or after July 23, however, that any amounts and benefits 2004 shall remain exercisable for a period of eighteen (18) months following Employee’s termination date (but not later than the expiration date of the award as set forth in this Section 2 the applicable award agreement). Each such option and equity award shall otherwise be reduced by any and all other severance or other amounts or benefits paid or payable to exercisable in accordance with the Executive as a result provisions of the agreement and plan pursuant to which such option or award was granted. In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of his employment.

Termination Following a Change of Control. If, If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time during a period commencing with a Change of Control and ending eighteen three (183) months after such prior to, or twelve (12) months after, a Change of Control, Employee shall be entitled to the Company terminates the Executive's employment for following severance benefits provided that Employee enters into and does not revoke a reason other than Cause, death, or Disability or the Executive terminates his employment general release of claims with the Company in substantially the form attached hereto as Exhibit A: (i) Employee’s base salary for "Good Reason" the Severance Benefits Period as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination; (ii) Employee’s incentive cash compensation computed at 100% of target for the Severance Benefits Period as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination; (iii) one hundred percent (100%) of any incentive cash compensation or bonus declared prior to the date of any such termination for the Employee but not yet paid, if any; (iv) all stock options and equity compensation awards granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination and will remain exercisable for a 90 day period following the Termination Date, notwithstanding any shorter period stated in the respective stock option agreements and; (v) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s termination of employment; provided, however, that any such termination by (i) the Executive must occur promptly (andEmployee constitutes a qualified beneficiary, as defined in any event, within 90 daysSection 4980B(g)(1) after the occurrence of the event or events constituting "Good Reason")Internal Revenue Code of 1986, the Company shall: (a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) as amended; and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and (b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended ("“COBRA"”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) the end of the Severance Benefits Period as measured from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employmentdate.

Termination Following a Change of Control. IfIf the Executive’s employment is terminated by the Company other than for Cause, at any time during a period commencing with a Change of Control and ending eighteen (18) or by the Executive for Good Reason, in either case within 18 months after such a Change of Control, and provided that the Company terminates the Executive's has received a release following termination of employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination signed by the Executive must occur promptly (andor his personal representative, substantially in any eventthe form attached hereto as Exhibit A, within 90 days) after and that such release is no longer revocable on the occurrence of the event or events constituting "Good Reason"), the Company shallpayment date: (a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and (b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive as severance compensation an amount equal to two times the amount Executive’s Base Salary as then in effect plus two times the Company would have Executive’s Bonus earned for the Company’s last calendar year. This severance compensation shall be paid in premiums under a lump sum on the relevant plan or plans had first day of the month occurring at least 30 days following the effective date of the termination of employment; (ii) if any amounts remain due to the Executive continued from the KEIP established in 2016, such outstanding awards shall immediately be paid in a lump sum within 14 days following the termination of the Executive; (iii) in addition to the amounts paid according to Sections 5(c)(i—ii), the aggregate value of all outstanding unvested long-term incentive awards (including any T-LTI or EIP) held by the Executive shall vest on the effective date of Executive’s termination and, calculated based on performance factors that may already have been achieved, or may reasonably be assumed to be employed achieved and calculable at the time of termination, and be paid in a lump sum within 14 days following the termination of the Executive; (iv) with respect to any outstanding unvested options to purchase shares of the Company’s common stock held by the Company and continued to participate Executive that vest in accordance with Section 5(c)(iii), such options shall remain exercisable for a period of 90 days following the relevant plan or plans. The effective date of such termination; and (v) the Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to receive, at the Consolidated Omnibus Budget Reconciliation Act time when the severance compensation provided for in clause (i) of 1985 this Section 5(c) is paid, a pro-rata portion ("COBRA"), from based on the date number of discontinuance specified in days during the preceding sentence, to applicable performance period on which the extent such coverage is required to be provided in accordance with applicable law; and (cExecutive was employed) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, number of such performance shares that would have been earned by the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or Executive if the 2003 Equity Incentive (or any plans that may become performance conditions related thereto were satisfied at the successors to target level for such plans) and any equity incentive agreements entered into between the Company awards and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement had been employed on the Executive's last date of employment with the Company that have not expired required to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any earn such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employmentshares.

Termination Following a Change of Control. (a) If, at any time during a period commencing with a Change of in Control and ending eighteen (18) months after such Change of in Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability without Cause or the Executive terminates his his/her employment with the Company for "Good Reason" (as such term is defined in Section 2(b) below); provided, however, that any such termination by the Executive must occur promptly (and, and in any event, event within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Executive's last date of employment, a lump sum amount (net of any required withholding) equal to the sum to: (i) twelve months of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his or her employment) and ), plus (ii) an amount equal the maximum bonus that could have been payable to the amount payable pursuant to the immediately preceding clause such Executive (iassuming continued employment) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for during the year in which the termination of employment occurs based on bonus arrangements in effect immediately prior to the Executive's termination of his or her employment occurs; and(collectively, the "Severance Payments"). (b2) Provide the Executive and his or her dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his or her employment until the earlier of: (i) the date which is twelve (12) months following the date termination of the Change of ControlExecutive's employment; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and. (c3) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause Cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company stock options held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on such last date of employment; andprovided, however, that: (i) such acceleration of exercisability shall not occur to the extent that: (A) the Change of Control is intended to be accounted for as a pooling of interests; and (B) the Company concludes, after consulting with its independent accountants, that such acceleration would prevent the Change of Control transaction from being accounted for as a pooling of interests for financial accounting purposes; (ii) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (iii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan. (d4) Provide executive outplacement services from an outplacement company selected by the Executive, with such services to extend until the earlier of: (i) twelve months following the termination of the Executive's employment; or (ii) the date on which the Employee secures new full-time employment; provided, however, that the Company shall not be required to provide more than $25,000 of such services to the Executive. (5) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (vested, subject to applicable law); . provided, however, that that: any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment. (b) For purposes of Section 2, "Good Reason" shall mean the occurrence of one or more of the following events following a Change of Control: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his/her position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive's base or incentive compensation or the termination of the Executive's rights to any employee benefits immediately prior to the Change of Control, except to the extent any such benefit is replaced with a comparable benefit, or a reduction in scope or value thereof; or

Termination Following a Change of Control. If, at any time In the event Executive’s employment is terminated as a result of either (i) termination by the Company without Cause or (ii) termination by Executive for Good Reason during a the period commencing with beginning three (3) months prior to the consummation of a Change of Control and ending eighteen (18) months after such following the consummation of a Change of Control, Control (the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, “Change in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"Control Severance Period”), the Company shallthen: (a1) Pay to the Executive will receive: (i) a lump lump-sum amount (reduced by any required withholding), within ten (10) business days following the Executive's last date of employment, payment equal to the sum of twelve (12) times his monthly base salary (months of Executive’s then current Base Salary plus 100% of Executive’s full annual bonus for the year of termination at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan level for the year in which the termination of occurs (less applicable tax withholdings); (ii) 100% Company-paid premiums paid for continued health, dental and vision benefits for Executive (and any eligible dependents) under the Executive's employment occurs; and (b) Provide the Executive Company’s health, dental and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment vision plans until the earlier of: of (ix) the date which is twelve (12) months following the date of the Change of Control; or months, (ii) the date the provided Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible validly elects to continue coverage under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("“COBRA"), from ”) or (y) the date of discontinuance specified in the preceding sentence, upon which Executive and Executive’s eligible dependents become covered under similar plans; and (iii) any bonuses earned prior to the extent such coverage is required termination of employment but not yet paid solely due to Company policy which shall be provided in accordance with applicable law; andpaid out at the earliest time as would not give rise to additional taxation under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated under Section 409A, as each may be amended from time to time (together, “Section 409A”); (c2) Notwithstanding any contrary provisions all then unvested Company stock options, shares of the Amended and Restated 1994 Stock Option PlanCompany’s common stock granted to or held by Executive under buy-back provisions under the Company’s restricted stock, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan stock option and/or stock purchase or the 2003 Equity Incentive (or any stock compensation plans that may become the successors to such plans) and any other equity incentive agreements entered into between the Company compensation awards shall become immediately vested and the Executive pursuant subject to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, exercise or, in the case of any restrictions on the vesting of any equity of such shares as are subject to repurchase by the Company or any subsidiary or affiliate of for the Company held by the Executive pursuant purchase price paid, no longer subject to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employmentrepurchase; and (d3) Cause any unvested portion the post-termination exercise period of any qualified all stock options shall expire on the earlier of (i) the expiration of the term of the stock option and non-qualified capital accumulation benefits granted to (ii) the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(ktwelve (12) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result month anniversary of the termination of his employmentdate.

Termination Following a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, Control the Company terminates the Executive's employment for a reason other than Cause, death, or Disability without Cause (as such term is defined in Section 4(c) below) or the Executive terminates his employment with the Company for "Good Reason" Reason (as such term is defined in Section 3(b) below) (provided, however, that any such termination by the Executive must occur promptly (and, and in any event, event within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Executive's last date of employment, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination months of his employment) and Base Salary, plus (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for that could have been payable to such Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect immediately prior to the Executive's termination of his or her employment occurs(all payments under Sections 1, 2 and this Section 3(a) being referred to collectively, as the "Severance Payments"); and (b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date Executive's last day of the Change of Controlemployment; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c3) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause Cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on such last date of employment; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and (d4) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (vested, subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 3 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment. (b) For purposes of Section 3 above, "Good Reason" shall mean the occurrence of one or more of the following events following a Change of Control, as the case may be: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive's base or incentive compensation or the termination of the Executive's rights to any employee benefits immediately prior to the Change of Control, except to the extent any such benefit is replaced with a comparable benefit, or a reduction in scope or value thereof; or

Termination Following a Change of Control. (a) If, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a1) Pay to the Executive (i) a lump sum amount (reduced by net of any required withholding), within ten (10) business days following the Executive's last date of employment, equal to the sum of twelve (12) times his months of monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and (ii) an amount equal to the amount payable bonus earned, if any, by the Executive pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan management incentive plan or any successor plan for and unpaid to the Executive during the year in which the termination of the Executive's employment occursoccurs based on bonus achievement measurements established by the Company's Board of Directors for senior executives of the Company as in effect immediately prior to the Change of Control, as determined at the end of the fiscal year in which the termination occurs in accordance with the Company's standard and customary practices, as in effect immediately prior to the Change of Control, relating to the allocation and distribution of bonuses to its senior executives. Such earned bonus amount described in this Section 2(a)(1)(ii) (net of any required withholding) shall be paid to the Executive in accordance with the Company's standard and customary practices relating to the payment of bonuses to its senior executives, as in effect immediately prior to the Change of Control; and (b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of ControlExecutive's termination; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those such insurance plans, the Company shall provide substantially comparable insurance benefits to the Executive and his dependents; provided further, that in the event that the Executive independently obtains life, accident, health or dental insurance because the Company is not able to obtain substantially comparable insurance benefits to the Executive and his dependents, the Company shall be obligated hereunder to pay to the Executive an aggregate amount of the premiums not in excess of the amount the Company would have paid in premiums under the relevant plan or such insurance plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or Company's life, accident, health and dental insurance plans. The Notwithstanding anything to the contrary stated above, the Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, ) to the extent such coverage is required to be provided in accordance with applicable law. For the period during which the Executive is entitled to COBRA coverage, the premiums for such coverage shall be paid by the Company (either by direct payment of such premiums, or by reimbursing the Executive for such premiums), and the period of the COBRA coverage shall be counted toward the Company's obligation to provide COBRA coverage to the Executive under applicable law; and (c3) Notwithstanding any contrary provisions of the 1996 Restated and Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d4) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k401(K) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 2(a) shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employment. (b) For purposes of Section 2(a) above, "Good Reason" shall mean the occurrence (without the Executive's express written consent) of one or more of the following events following a Change of Control, as the case may be: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive's base and incentive compensation (except for salary reductions or incentive compensation reductions similarly affecting all senior executives of the Company) or the termination of the Executive's rights to any employee benefits that he was entitled to immediately prior to the Change of Control, except to the extent any such benefit is replaced with a comparable benefit, or a reduction in scope or value thereof; or

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and (b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employment.

Termination Following a Change of Control. If, at within twenty-four (24) months after a “Change of Control” (as defined herein), Executive’s employment is terminated by Employer (or any time successor to Employer) for any reason other than death, Disability (as defined in subparagraph 4(c)), or Cause (as defined in subparagraph 4(d)) or by Executive for Good Reason (as defined in subparagraph 4(h)), Employer shall provide Executive with the following benefits described in this subparagraph 4(f) in lieu of any other benefits described under this Agreement. (i) Within forty-five (45) business days after termination, pay to Executive a lump sum equal to three (3) times the average annual compensation paid to Executive by Employer and included in Executive’s gross income for income tax purposes for the three (3) full taxable years that immediately precede the year during which the Change of Control occurs (adjusted to include bonuses paid, rather than accrued, in respect of such years); (ii) Provide Executive with his rights, if any, to receive continued health care benefits under COBRA, and pay Executive, within forty-five (45) business days after termination of employment, a period commencing with lump sum amount equal to three (3) times Employer’s annual cost of providing health, life and long-term disability insurance coverages and other fringe benefits provided to Executive immediately prior to such termination; and (iii) Treat as immediately vested and exercisable all forms of equity-based compensation, including unexpired stock options and unvested restricted stock previously granted to Executive that are not otherwise vested or exercisable or that have not been exercised. Notwithstanding anything to the contrary contained in this Agreement, in the event that a Change of Control shall occur, and ending eighteen a final determination is made by legislation, regulation, ruling directed to Employer or Executive, by court decision, or by independent tax counsel selected by Employer or Executive, that the aggregate amount of any payment made to Executive (181) months after hereunder, and (2) pursuant to any plan, program or policy of the Company in connection with, on account of, or as a result of, such Change of Control, Control ("Total Payments") will be subject to the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" excise tax provisions (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days“Excise Tax”) after the occurrence of Section 4999 of the event or events constituting Internal Revenue Code of 1986, as amended, and the guidance promulgated thereunder ("Good ReasonSection 4999"), or any successor section thereof, the Company shallTotal Payments shall be reduced by the minimum amount necessary so as not to cause Employer to have paid a “parachute payment” as defined in Section 280G(b)(1) and so Executive will not be subject to excise tax under Section 4999. The Total Payments minus this reduction shall be referred to as the “Reduced Amount.” For this purpose, Executive shall be deemed to be in the highest marginal rate of federal, state and local taxes. In the event that Executive is paid the Reduced Amount, the Total Payments will be reduced in on a pro-rata basis so as not to change the time and form of any payment to Executive in a manner that is inconsistent with Section 409A. Unless Employer and Executive otherwise agree in writing, any determination required under this Section shall be made in writing by Employer’s regular independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Executive and Employer for all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999. Employer and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. Executive shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. For purposes of subparagraph 4(f), a “Change of Control” shall be deemed to have occurred if: (ai) Pay to any “person,” including “persons acting as a group,” as determined in accordance with Section 409A, acquires (or has acquired during the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) -month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and (b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following ending on the date of the Change most recent acquisition by such person or persons acting as a group) securities of Control; Employer representing 30% or more of the combined voting power of Employer’s then outstanding securities; (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of, or in connection with, any proxy contest, tender offer or exchange offer, merger or other business combination (a “Transaction”), the persons who were directors of Employer before the Transaction shall cease to constitute a majority of the termination Board of his employmentDirectors of Employer or any successor to Employer; (iii) any person or persons acting as a group acquires ownership of the securities of Employer that, together with the securities held by that person or group, constitutes more than 50% of the total fair market value or total voting power of the securities of Employer; or (iv) Employer transfers substantially all of its assets to another corporation which is not controlled by Employer.

Termination Following a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability without Cause or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, and in any event, event within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Executive's last date of employment, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his months of monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his or her employment) and ), plus (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for that could have been payable to such Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect immediately prior to the Executive's termination of his or her employment occurs(all payments under Sections 1, 2 and this Section 3(a) being referred to collectively, as the "Severance Payments"); and (b2) Provide the Executive and his or her dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his or her employment until the earlier of: (i) the date which is twelve (12) months following the date termination of the Change of ControlExecutive's employment; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c3) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause Cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on such last date of employment; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and (d4) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (vested, subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 3 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment. (b) For purposes of Section 3 above, "Good Reason" shall mean the occurrence of one or more of the following events following a Change of Control, as the case may be: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority,

Termination Following a Change of Control. If(a) Notwithstanding the provisions of Section 1 and 2 above, if, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability without Cause or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the -------- ------- Executive must occur promptly (and, and in any event, event within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Executive's last date of employment, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his months of monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his or her employment) and ), plus (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for that could have been payable to such Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect immediately prior to the Executive's termination of his or her employment occurs(all payments under Sections 1, 2 and this Section 3(a) being referred to collectively, as the "Severance Payments"); and (b2) Provide the Executive and his or her dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his or her employment until the earlier of: (i) the date which is twelve (12) months following the date termination of the Change of ControlExecutive's employment; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c3) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause Cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on such last date of employment; provided, however, that: (i) such -------- ------- acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and (d4) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (vested, subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 3 -------- ------- shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment. (b) For purposes of Section 3 above, "Good Reason" shall mean the occurrence of one or more of the following events following a Change of Control, as the case may be: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive's base or incentive compensation or the termination of the Executive's rights to any employee benefits

Termination Following a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, Control the Company terminates the Executive's employment for a reason other than Cause, death, or Disability without Cause (as such term is defined in Section 4(c) below) or the Executive terminates his employment with the Company for "Good Reason" Reason (as such term is defined in Section 3(b) below) (provided, however, that any such termination by the Executive must occur promptly (and, and in any event, event within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Executive's last date of employment, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination months of his employment) and Base Salary, plus (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for that could have been payable to such Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect immediately prior to the Executive's termination of his or her employment occurs(all payments under Sections 1, 2 and this Section 3(a) being referred to collectively, as the "Severance Payments"); and (b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date Executive's last day of the Change of Controlemployment; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c3) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause Cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on such last date of employment; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and (d4) Cause any unvested portion of any qualified and or non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Planbenefits, and the Waters Retirement Restoration Plan any portion of any qualified or non-qualified awards made pursuant to any stock incentive plans, including, but not limited to, restricted stock units, restricted stock, stock appreciation rights and all other equity based awards (or any plans that may become the successors to such plans) but excluding stock options), to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 3 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment. (b) For purposes of Section 3 above, "Good Reason" shall mean the occurrence of one or more of the following events following a Change of Control, as the case may be: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive's base or incentive compensation or the termination of the Executive's rights to any employee benefits immediately prior to the Change of Control, except to the extent any such benefit is replaced with a comparable benefit, or a reduction in scope or value thereof; or

Termination Following a Change of Control. If, at any time during within 24 months following a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the this Agreement and Executive's employment for a reason services other than Cause, death, for Cause or Disability or the Executive terminates his employment this Agreement with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any eventeither case by giving 30 days' prior written notice, within 90 days) after Executive shall be entitled to receive the occurrence of the event or events constituting "Good Reason"), the Company shallfollowing benefits and payments: (ai) Pay to all accrued but unpaid amounts of the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following Base Salary through the Executive's last effective date of employmenttermination, equal to payable in accordance with the sum provisions of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and Section 3(a); (ii) a termination distribution in an amount equal to the amount [$________], payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination within 30 days of the Executive's employment occurseffective date of termination; and (biii) Provide any vested benefits or amounts pursuant to Sections 3(c), 3(d), 3(e) and 3(f) through the effective date of termination, payable in accordance with the provisions of any such plan(s). In addition, the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his eligible dependents shall be entitled to receive (x) the health insurance continuation coverage pursuant to benefits specified in Section 3(c)(1) for a period of 24 months following the Consolidated Omnibus Budget Reconciliation Act effective date of 1985 termination (the "COBRACompany Continuation Period"), from and following such time period, the Executive shall be entitled to all rights afforded to him under COBRA to purchase continuation coverage of such health insurance benefits for himself and his dependents for the maximum period permitted by law and (y) the life insurance benefits specified in Section 3(f) for a period of 24 months following the effective date of discontinuance specified in termination. With respect to clause (x) of the preceding sentence, to the extent required by applicable law, Executive shall be deemed to have elected to exercise his rights under COBRA as of the first day of the Company Continuation Period. (iv) Executive shall be fully vested in all amounts accrued or accumulated on behalf of Executive under any nonqualified retirement plan established or maintained by the Company, and the Company will promptly pay or distribute all such coverage is required amounts to be provided Executive in accordance with applicable law; andthe terms of such plan as in effect on the date of this Agreement (or as of Executive's employment termination, if more favorable to Executive). If Executive is not fully vested in his accounts or benefits under the Company's qualified retirement plan at his employment termination pursuant to this Section, the Company will make a cash payment to Executive, within 30 days of Executive's employment termination, equal to the amount of such account or benefit that is forfeited. (cv) Notwithstanding any contrary provisions of All stock awards or grants under the Amended and Restated 1994 Stock Option PlanHorizon Group Properties, the Second Amended and Restated 1996 Inc. 1998 Long-Term Performance Stock Incentive Plan shall be fully vested and exercisable as of Executive's employment termination. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if (1) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of Employer, a corporation owned directly or indirectly by the 2003 Equity Incentive (stockholders of Employer in substantially the same proportions as their ownership of stock of Employer, Executive or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, or any plans of their respective affiliates, becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of Employer representing 50% or more of the total voting power represented by Employer's then outstanding securities that may become vote generally in the successors election of directors (referred to herein as "Voting Securities"); (2) during any period of two consecutive years, individuals who at the beginning of such plans) period constitute the Board and any equity incentive agreements entered into between new directors whose election by the Company and the Executive pursuant to such plans Board or otherwise, cause any unexercisable installments nomination for election by Employer's stockholders was approved by a vote of any equity at least two-thirds of the Company or any subsidiary or affiliate directors then still in office who either were directors at the beginning of the Company held period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; (3) the stockholders of Employer approve a merger or consolidation of Employer with any other corporation, other than a merger or consolidation that would result in the Voting Securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Executive pursuant to any Voting Securities of Employer or such equity incentive surviving entity outstanding immediately after such merger or consolidation; (4) the stockholders of Employer approve a plan of complete liquidation of Employer or an agreement on for the Executivesale or disposition by Employer of (in one transaction or a series of transactions) all or substantially all of Employer's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employmentassets.

Termination Following a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability without Cause or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, and in any event, event within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Executive's last date of employment, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his months of monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his or her employment) and ), plus (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for that could have been payable to such Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect immediately prior to the Executive's termination of his or her employment occurs(all payments under Sections 1, 2 and this Section 3(a) being referred to collectively, as the "Severance Payments"); and (b2) Provide the Executive and his or her dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his or her employment until the earlier of: (i) the date which is twelve (12) months following the date termination of the Change of ControlExecutive's employment; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c3) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause Cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisableexercisable on such 1ast date of employment provided however, or, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the case of any restrictions on the vesting of any equity provisions of the Company or relevant option agreement and option plan; and (ii) any subsidiary or affiliate such acceleration of exercisability shall not extend the Company held period after a termination of employment within which any option may be exercised by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as in accordance with the case may be, on such last date provisions of employmentthe relevant option agreement and option plan; and (d4) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (vested, subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 3 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment. (b) For purposes of Section 3 above, "Good Reason" shall mean the occurrence of one or more of the following events following a Change of Control, as the case may be: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive's base or incentive compensation or the termination of the Executive's rights to any employee benefits

Termination Following a Change of Control. IfIn the event that, at any time during a period commencing with after a Change of Control (as defined below), (i) you are terminated by the Company without Cause or (ii) you terminate your employment with the Company as a result of a Constructive Termination (as defined below), and ending if you execute and do not revoke a Release by the Release Deadline Date, you will receive the following severance benefits: (a) continuing payment of your last base salary for eighteen (18) months after such Change of Controlthe date your employment terminates, payable in accordance with the Company’s normal payroll procedures; (b) provided you timely elect to continue your health insurance benefits under the applicable COBRA laws, the Company terminates will reimburse you for the Executive's employment premiums necessary to maintain your health insurance coverage for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" period of twenty-four (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and (b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (1224) months following the date termination of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided your employment payable in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law)Company’s normal reimbursement policies; provided, however, that if the Company, in its sole and reasonable discretion, determines that it cannot reimburse you for the COBRA premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to you a taxable monthly payment in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of such termination, which payments will be made regardless of whether you elect COBRA continuation coverage, and will be payable in accordance with the Company’s normal payroll procedures; and (c) full vesting acceleration and exercisability of any amounts and outstanding Company equity awards that are not otherwise accelerated in accordance with Section 8 below. Notwithstanding the foregoing, in no event shall you continue to receive any benefits set forth in under this Section 2 if you resign, are terminated for Cause (as defined below), or if your employment ends because of your death or disability, nor shall be reduced by you receive any severance benefit under this Section on or after the date on which you begin employment with another employer. If you terminate your employment with ▇▇▇ or the acquiring company and all other you are or could receive in the future severance or other amounts payments or benefits paid or payable pursuant to this Section 7, you shall promptly give notice to the Executive as a result Chairman of the termination Board of his employment▇▇▇ or the acquiring company of any new employment you begin on or after the date of such termination.

Termination Following a Change of Control. (a) If, at any time during a period commencing with within twenty-four (24) months after a Change of Control and ending eighteen (18as defined herein), Executive’s employment is terminated by Employer (or any successor to Employer) months after such Change of Control, the Company terminates the Executive's employment for a any reason other than Cause, death, Disability (as defined in subparagraph 3(c)), or Disability Cause (as defined in subparagraph 3(d)) or the by Executive terminates his employment for Good Reason (as defined in subparagraph 3(h)), Employer shall provide Executive with the Company for "Good Reason" (provided, however, that following benefits described in this subparagraph 4(a) in lieu of any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shallother benefits described under this Agreement: (ai) Pay Within forty-five (45) business days after termination, pay to the Executive a lump sum amount equal to two (reduced 2) times the average annual compensation paid to Executive by any required withholdingEmployer and included in Executive’s gross income for income tax purposes for the three (3) full taxable years that immediately precede the year during which the Change of Control occurs (adjusted to include bonuses paid, rather than accrued, in respect of such years); (ii) Provide Executive with his rights, if any, to receive continued health care benefits under COBRA, and pay Executive, within ten forty-five (1045) business days following the Executive's last date after termination of employment, equal to the a lump sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause two (i2) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination Employer’s annual cost of the Executive's employment occursproviding health, life and long-term disability insurance coverages and other fringe benefits provided to Executive immediately prior to such termination; and (iii) Treat as immediately vested and exercisable all forms of equity-based compensation, including unexpired stock options and unvested restricted stock previously granted to Executive that are not otherwise vested or exercisable or that have not been exercised. (b) Provide Notwithstanding anything to the contrary contained in this Agreement, in the event that a Change of Control shall occur, and a final determination is made by legislation, regulation, ruling directed to Employer or Executive, by court decision, or by independent tax counsel selected by Employer or Executive, that the aggregate amount of any payment made to Executive (1) hereunder, and (2) pursuant to any plan, program or policy of the Company in connection with, on account of, or as a result of, such Change of Control ("Total Payments") will be subject to the excise tax provisions (“Excise Tax”) of Section 4999 of the Internal Revenue Code of 1986, as amended, and the guidance promulgated thereunder ("Section 4999"), or any successor section thereof, the Total Payments shall be reduced by the minimum amount necessary so as not to cause Employer to have paid a “parachute payment” as defined in Section 280G(b)(1) and so Executive will not be subject to excise tax under Section 4999. The Total Payments minus this reduction shall be referred to as the “Reduced Amount.” For this purpose, Executive shall be deemed to be in the highest marginal rate of federal, state and local taxes. In the event that Executive is paid the Reduced Amount, the Total Payments will be reduced in on a pro-rata basis so as not to change the time and form of any payment to Executive in a manner that is inconsistent with Section 409A. Unless Employer and Executive otherwise agree in writing, any determination required under this Section shall be made in writing by Employer’s regular independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Executive and his dependents with Employer for all purposes. For purposes of making the same lifecalculations required by this Section, accidentthe Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, health good faith interpretations concerning the application of Sections 280G and dental insurance benefits that the 4999. Employer and Executive was receiving immediately prior shall furnish to the termination Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. Executive shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. (c) For purposes of his employment until the earlier of: paragraph 4(a), a “Change of Control” shall be deemed to have occurred if: (i) any “person,” including “persons acting as a group,” as determined in accordance with Section 409A, acquires (or has acquired during the date which is twelve (12) months following -month period ending on the date of the Change most recent acquisition by such person or persons acting as a group) securities of Control; Employer representing 30% or more of the combined voting power of Employer’s then outstanding securities; (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of, or in connection with, any proxy contest, tender offer or exchange offer, merger or other business combination (a “Transaction”), the persons who were directors of Employer before the Transaction shall cease to constitute a majority of the termination Board of his employmentDirectors of Employer or any successor to Employer; (iii) any person or persons acting as a group acquires ownership of the securities of Employer that, together with the securities held by that person or group, constitutes more than 50% of the total fair market value or total voting power of the securities of Employer; or (iv) Employer transfers substantially all of its assets to another corporation which is not controlled by Employer.

Termination Following a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, Control the Company terminates the Executive's ’s employment for a reason other than Cause, death, or Disability without Cause (as such term is defined in Section 5(c) below) or the Executive terminates his employment with the Company for "Good Reason" Reason (as such term is defined in Section 3(b) below) (provided, however, that any such a termination for Good Reason by the Executive must can only occur promptly if (andi) the Executive has given the Company a Notice of Termination indicating the existence of a condition giving rise to Good Reason and the Company has not cured the condition giving rise to Good Reason within thirty (30) days after receipt of such Notice of Termination, in any event, and (ii) such Notice of Termination is given within 90 daysninety (90) days after the initial occurrence of the event or events condition giving rise to Good Reason and further provided that a termination for Good Reason shall occur no later than two years after the initial existence of the condition constituting "“Good Reason"”), the Company shall: (a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Executive's ’s last date of employment, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination months of his employment) and Base Salary, plus (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for that could have been payable to such Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect immediately prior to the Executive's termination of his or her employment occurs(all payments under Sections 1, 2 and this Section 3(a) being referred to collectively, as the “Severance Payments”); and (b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date Executive’s last day of the Change of Controlemployment; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c3) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause Cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's ’s last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on such last date of employment; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and (d4) Cause any unvested portion of any qualified and or non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Planbenefits, and the Waters Retirement Restoration Plan any portion of any qualified or non-qualified awards made pursuant to any stock incentive plans, including, but not limited to, restricted stock units, restricted stock, stock appreciation rights and all other equity based awards (or any plans that may become the successors to such plans) but excluding stock options), to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 3 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment. (b) For purposes of Section 3 above, “Good Reason” shall mean the occurrence of one or more of the following events following a Change of Control, as the case may be: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive’s base compensation or the termination of the Executive’s rights to any employee benefits immediately prior to the Change of Control, except to the extent any such benefit is replaced with a comparable benefit, or a reduction in scope or value thereof; or (iii) a change by the Company in the location at which the Executive performs the Executive’s principal duties for the Company to a new location that is both (X) outside a radius of 40 miles from the Executive’s principal residence immediately prior to the Change of Control and (Y) more than 30 miles from the location at which the Executive performed the Executive’s principal duties for the Company immediately prior to the Change of Control; or a requirement by the Company that the Executive travel on Company business to a substantially greater extent than required immediately prior to the Change of Control or (iv) a failure by the Company to obtain the agreement referenced in Section 5(f).

Termination Following a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, Control the Company terminates the Executive's ’s employment for a reason other than Cause, death, or Disability without Cause (as such term is defined in Section 5(c) below) or the Executive terminates his employment with the Company for "Good Reason" Reason (as such term is defined in Section 3(b) below) (provided, however, that any such a termination for Good Reason by the Executive must can only occur promptly if (andi) the Executive has given the Company a Notice of Termination indicating the existence of a condition giving rise to Good Reason and the Company has not cured the condition giving rise to Good Reason within thirty (30) days after receipt of such Notice of Termination, in any event, and (ii) such Notice of Termination is given within 90 daysninety (90) days after the initial occurrence of the event or events condition giving rise to Good Reason and further provided that a termination for Good Reason shall occur no later than two years after the initial existence of the condition constituting "“Good Reason"”), the Company shall: (a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Executive's ’s last date of employment, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination months of his employment) and Base Salary, plus (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for that could have been payable to such Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect immediately prior to the Executive's termination of his or her employment occurs(all payments under Sections 1, 2 and this Section 3(a) being referred to collectively, as the “Severance Payments”); and (b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date Executive’s last day of the Change of Controlemployment; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c3) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause Cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's ’s last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on such last date of employment; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and (d4) Cause any unvested portion of any qualified and non-qualified or non­qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Planbenefits, and the Waters Retirement Restoration Plan any portion of any qualified or non­qualified awards made pursuant to any stock incentive plans, including, but not limited to, restricted stock units, restricted stock, stock appreciation rights and all other equity based awards (or any plans that may become the successors to such plans) but excluding stock options), to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 3 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment. (b) For purposes of Section 3 above, “Good Reason” shall mean the occurrence of one or more of the following events following a Change of Control, as the case may be: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive’s base compensation or the termination of the Executive’s rights to any employee benefits immediately prior to the Change of Control, except to the extent any such benefit is replaced with a comparable benefit, or a reduction in scope or value thereof; or (iii) a change by the Company in the location at which the Executive performs the Executive’s principal duties for the Company to a new location that is both (X) outside a radius of 40 miles from the Executive’s principal residence immediately prior to the Change of Control and (Y) more than 30 miles from the location at which the Executive performed the Executive’s principal duties for the Company immediately prior to the Change of Control; or a requirement by the Company that the Executive travel on Company business to a substantially greater extent than required immediately prior to the Change of Control; (iv) a failure by the Company to obtain the agreement referenced in Section 5(f).

Termination Following a Change of Control. IfSubject to the terms of this Section 3 and Sections 4, 5 and 6 below, if Executive's employment with the Company is terminated (i) by the Company Without Cause at any time within the three (3) years following a Change of Control, (ii) by Executive at any time during a period commencing with the ninety (90) days following a Change of Control and ending eighteen or (18iii) months after such by Executive for Good Reason at any time within three (3) years following a Change of in Control, the Company terminates will provide to Executive the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shallfollowing: (ai) Pay to the Executive Executive's Base Salary accrued but not yet paid as of his Termination Date, payable as a lump sum amount not later than three (reduced by any required withholding), within ten (103) business days following after the Termination Date; (ii) Executive's last date vacation accrued but not yet used as of employmentthe Termination Date, equal to payable as a lump sum not later than three (3) business days after the sum of twelve Termination Date; (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and (iiiii) an amount equal to Executive's highest Base Salary in effect since the Effective Date hereof, payable as a lump sum not later than three (3) business days after the Termination Date; (iv) an additional amount payable pursuant equal to the immediately preceding clause two (i2) times his target bonus percentage under Executive's highest Base Salary in effect since the CompanyEffective Date hereof, such amount to be payable in the form of a lump sum not later than nine (9) business days after Executive's Management Incentive Plan or any successor plan for execution and delivery (and non-revocation) of the Release; (v) an amount equal to Executive's Target Bonus, if any, multiplied by a fraction, the numerator of which shall be the number of days Executive was employed by the Company in the fiscal year in which the termination Termination Date occurs and the denominator of which shall be three hundred sixty-five (365), such amount to be payable in the Executive's employment occurs; andform of a lump sum not later than three (3) business days after such amount is ascertainable; (bvi) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: thirty-six (i) the date which is twelve (1236) months following the date of the Change of Control; or premiums (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed determined by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the accordance with its Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")) continuation procedures) under the Company's group medical and dental plans at the highest level provided to Executive since the Effective Date hereof, from the date of discontinuance specified such amount to be payable in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and form of a lump sum not later than nine (c9) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the business days after Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and execution and delivery (d) Cause any unvested portion of any qualified and non-qualified capital accumulation revocation) of the Release; (vii) the Company will, at its own expense and until the third anniversary of the Termination Date, provide Executive with life insurance, disability and accidental death and dismemberment benefits granted at the highest level provided to Executive since the Effective Date hereof, provided that Executive has executed and delivered to the Company (and not revoked) the Release; (viii) the Company will, until the third anniversary of the Termination Date, reimburse all reasonable expenses incurred by Executive under the Waters Investment Planfor professional outplacement services by qualified consultants selected by Executive, Waters Retirement Plan, Waters 401(k) Restoration Plan, provided that Executive has executed and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable delivered to the Executive as a result of Company (and not revoked) the termination of his employmentRelease.

Termination Following a Change of Control. (a) If, at any time during a period commencing with after a Change of Control and ending eighteen (18) months after such Change of in Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability without Cause or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any as such termination by term is defined in Section 7(b) below) (the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good ReasonTermination Date"), the Company shall: (a1) Subject to Section 7(c) below, continue to pay to the Executive, in accordance with the Company's normal payroll practices and policies in effect from time to time (including any required withholding), (i) the Executive's current base salary (at the monthly base salary rate in effect for such Executive immediately prior to the termination of his employment) for eighteen (18) months following the Termination Date and (ii) one hundred fifty percent (150%) of the Executive's bonus (which shall be the greater of (A) the Target Bonus set by the Company's Board of Directors for the fiscal year in which the termination of employment occurred and (B) the actual amount of all bonuses paid or payable in respect of the preceding fiscal year) paid ratably on a monthly basis during the eighteen (18) months following the Termination Date (collectively, the "Severance Payments"). (2) Pay to the Executive a lump sum amount (reduced by net of any required withholding), ) within ten thirty (1030) business days following the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment, determined as follows: (i) for each full calendar quarter during which Executive was employed by the Company that has elapsed since January 1st of the year in which his employment terminated, the total of each applicable amount(s) specified on Exhibit A attached hereto under the heading "Quarterly --------- Diluted Net Income Per Share-Based Bonus Amount"; provided, however, that the amounts described in this clause (i) shall only be payable if the Company achieved the relevant portion of the Quarterly Diluted Net Income Per Share Plan approved by the Compensation Committee of the Board of Directors for each of such quarters and (ii) an amount equal for any partial calendar quarter during which the Executive was employed by the Company that has elapsed since the end of the last full fiscal quarter ending prior to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of date the Executive's employment occurs; andwas terminated, a pro rated portion of the amount specified on Exhibit A hereto --------- under the heading "Quarterly Diluted Net Income Per Share-Based Bonus Amount" for such quarter equal to the number of days during such quarter that the Executive was employed by the Company divided by 90, multiplied by the applicable Quarterly Diluted Net Income Per Share-Based Bonus Amount. (b3) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment Termination Date until the earlier of: (i) the date which is twelve eighteen (1218) months following the date of the Change of ControlTermination Date; or (ii) the date the Executive commences begins receiving substantially similar health insurance from a subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to employer. (4) Provide the Executive not more than $20,000 of outplacement services annually from an outplacement company selected by the amount Company, with such services to extend until the Company would have paid in premiums under two-year anniversary of the relevant plan or plans had Termination Date. (5) Provide that the Executive continued shall have three years to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")exercise any then-exercisable, from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable unexpired installments of any equity of the Company or any subsidiary or affiliate of the Company stock options held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in if later, the case of any restrictions on date when the vesting of any equity Executive ceases to be a member of the Company or any subsidiary or affiliate Board of Directors of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; andCompany. (db) Cause any unvested portion For purposes of any qualified Sections 6 and non-qualified capital accumulation benefits granted 7, "Good Reason" shall mean the occurrence of one or more of the following events following a Change of Control: (i) the assignment to the Executive under of any duties inconsistent with his position, authority, duties or responsibilities immediately prior to the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (Change of Control or any plans that may become other action by the successors to Company which results in a diminution in such plansposition, authority, duties or responsibilities; (ii) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth a reduction in this Section 2 shall be reduced by any and all other severance the aggregate of the Executive's base or other amounts incentive compensation or benefits paid or payable to the Executive as a result of the termination of his employment.the Executive's rights to any employee benefits immediately prior to the Change of Control, except to the extent any such benefit is replaced with a substantially similar benefit, or a reduction in scope or value thereof; or

Termination Following a Change of Control. If(a) Notwithstanding the provisions of Sections 1 and 2 above, if, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, Control the Company terminates the Executive's ’s employment for a reason other than Cause, death, or Disability without Cause (as such term is defined in Section 5(c) below) or the Executive terminates his employment with the Company for "Good Reason" Reason (as such term is defined in Section 3(b) below) (provided, however, that any such a termination for Good Reason by the Executive must can only occur promptly if (andi) the Executive has given the Company a Notice of Termination indicating the existence of a condition giving rise to Good Reason and the Company has not cured the condition giving rise to Good Reason within thirty (30) days after receipt of such Notice of Termination, in any event, and (ii) such Notice of Termination is given within 90 daysninety (90) days after the initial occurrence of the event or events condition giving rise to Good Reason and further provided that a termination for Good Reason shall occur no later than two years after the initial existence of the condition constituting "“Good Reason"), ”): (1) the Company shall: (a) Pay shall pay to the Executive a lump sum amount (reduced by net of any required withholding), within ten ) equal to: (10i) business days following the Executive's last date of employment, equal to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination months of his employment) and Base Salary, plus (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under that could have been payable to such Executive (assuming continued employment) during the Company's Management Incentive Plan or any successor plan for the fiscal year in which the termination of the Executive's employment occurs; and (b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving occurs based on bonus arrangements in effect immediately prior to the termination of his employment (all payments under Sections 1, 2(a)(1) and this Section 3(a) being referred to collectively, as the “Severance Payments”); and (2) the Company shall (i) subject to the terms and conditions provided for by the law known as “COBRA”, and subject to the Executive’s timely election of COBRA and the Executive’s copayment of premium amounts at the active employee rate, pay the Company’s share of premium payments as from time to time in effect for active employees for group medical and dental insurance through the earliest of (1) twelve (12) months following the Executive’s last day of employment, (2) the date the Executive becomes eligible through new employment for medical and/or dental, or (3) the date the Executive becomes ineligible for COBRA benefits (as applicable, the “COBRA Contribution Period”); provided, however, that such Company-paid premiums may be recorded as additional income pursuant to Section 6041 of the Code, and not entitled to any tax qualified treatment to the extent necessary to comply with or avoid the discriminatory treatment prohibited by the Patient Protection and Affordable Care Act of 2010 and the Health Care and Education Reconciliation Act of 2010 or Section 105(h) of the Code. The Executive agrees to give prompt written notice of any subsequent employment he obtains during the COBRA Contribution Period. If the Company determines, in its discretion, that it cannot pay its share of premium payments as described in this Section 2(a)(2) without income tax consequences to the Executive, the Company may instead provide an additional amount of severance to the Executive sufficient to cover the employer share of the premium for the Executive’s group medical and dental insurance coverage for the period described in this Section 2(a)(2), together with an amount sufficient to pay any taxes on such additional severance payments; and (ii) until the earlier of: of twelve (i12) months following the Executive’s last day of employment or the date which the Executive becomes eligible through new employment for life and/or accident insurance, provide the Executive with life and accident insurance or reimburse the Executive for the costs of his obtaining life and/or accident insurance substantially comparable to such benefits as provided to him by the Company. The Executive agrees to give prompt written notice of any subsequent employment he obtains prior to the date that is twelve (12) months following the date his termination of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, employment that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid results in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable laweligibility for life and/or accident insurance; and (c3) Notwithstanding except as provided herein and subject to Section 5(h) below, each outstanding and unvested equity award that vests solely based on the passage of time held by the Executive, shall immediately become vested, exercisable and issuable and any contrary provisions forfeiture restrictions thereon shall lapse as of the Amended termination of employment. For the avoidance of doubt, each outstanding and Restated 1994 Stock Option Plan, unvested equity award that vests based on the Second Amended and Restated 1996 Long-Term Performance Incentive Plan achievement of one or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company more performance metrics held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have shall not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held be governed by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (dthis Section 3(a)(3) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law)shall instead be governed by its terms; provided, however, that any amounts and benefits set forth in this Section 2 3 shall be reduced by any and all other severance or other amounts or benefits with the exception of qualified or nonqualified retirement or deferred compensation benefits paid or payable to the Executive as a result of the termination of his employment. (b) For purposes of Section 3 above, “Good Reason” shall mean the occurrence of one or more of the following events following a Change of Control, as the case may be: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive’s base compensation; or (iii) a change by the Company in the location at which the Executive performs the Executive’s principal duties for the Company to a new location that is both (X) outside a radius of 40 miles from the Executive’s principal residence immediately prior to the Change of Control and (Y) more than 30 miles from the location at which the Executive performed the Executive’s principal duties for the Company immediately prior to the Change of Control; or a requirement by the Company that the Executive travel on Company business to a substantially greater extent than required immediately prior to the Change of Control or (iv) a failure by the Company to obtain the agreement referenced in Section 5(e).

Termination Following a Change of Control. If(i) In the event that there occurs a Change of Control, at any time as defined in clause (g)(ii) immediately below, and during a the period commencing with on the day immediately following the occurrence of a Change of Control and ending eighteen twenty-four (1824) months after such Change of Control, thereafter the Company terminates the Executive's ’s employment for a reason hereunder other than Cause, death, or Disability for Cause in accordance with Section 5(d) or the Executive terminates his employment hereunder for Good Reason in accordance with Section 5(e) and provided that the Company Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, the Executive, in lieu of any payment for "which he would have been eligible under Section 5(d) or Section 5(e) hereof, will be eligible for (A) a single lump sum payment equal to twelve (12) months of Base Salary, without offset for other earnings; (B) a Final Pro-Rated Bonus for the fiscal year in which the Date of Termination occurs, payable at the time bonuses are paid generally; and (C) health and dental plan premium payments (or, as applicable, reimbursements) on the same terms and conditions applicable in the event of a termination other than for Cause or for Good Reason" (providedReason prior to a Change of Control. Notwithstanding anything to the contrary herein, however, that any such termination by the Executive must occur promptly no payments shall be due hereunder until five (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (105) business days following the Executive's last later of the effective date of employmentthe Release of Claims or the date the Release of Claims, equal signed by the Executive, is received by the Chair of the Board. The Executive’s rights with respect to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate indemnification shall be in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and accordance with Section 12 hereof. (ii) an amount equal to For purposes of this Agreement, “Change of Control” shall mean the amount payable pursuant to occurrence, after the immediately preceding clause Closing Date, of (ia) times his target bonus percentage under any change in the Company's Management Incentive Plan or any successor plan for the year in which the termination ownership of the Executive's employment occurscapital equity of E▇▇▇▇▇-▇▇▇▇ Sports, LLC, if, immediately after giving effect thereto, (A) the Investors (as defined below) and their Affiliates will hold, directly or indirectly, less than 50% of the number of Common Units held by the Investors and their Affiliates as of the Closing Date or (ii) any Person (as defined in this paragraph, below) other than the Investors and their Affiliates will hold, directly or indirectly, greater than 50% of the number of outstanding Common Units of E▇▇▇▇▇-▇▇▇▇ Sports, LLC; and or (b) Provide any sale or other disposition of all or substantially all of the Executive assets of E▇▇▇▇▇-▇▇▇▇ Sports, LLC (including, without limitation, by way of a merger or consolidation or through the sale of all or substantially all of the stock or membership interests of its subsidiaries or sale of all or substantially all of the assets of E▇▇▇▇▇-▇▇▇▇ Sports, LLC and his dependents with its direct and indirect subsidiaries, taken as a whole) to another Person (the same life“Change of Control Transferee”) if, accidentimmediately after giving effect thereto, health any Person (or group of Persons acting in concert) other than the Investors and dental insurance benefits that their Affiliates will have the Executive was receiving immediately prior power to elect a majority of the termination members of his employment until the earlier of: board of managers or board of directors (ior other similar governing body) the date which is twelve (12) months following the date of the Change of Control; Control Transferee. For purposes of this Section 5(g): A “Person” shall have the meaning ascribed to that term in section 13(d)(3) or (ii14(d)(2) of the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Securities Exchange Act of 1985 ("COBRA")1934 and “Investors” shall mean all Unit-holders of E▇▇▇▇▇-▇▇▇▇ Sports, from LLC as of the date of discontinuance specified in the preceding sentencethis Agreement, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended including without limitation Fenway Partners, Inc., Teachers Private Capital, York Street Capital Partners, American Capital Strategies Ltd., Antares Capital Corporation, B▇▇▇ Sports Holdings, LLC, B▇▇▇ Sports 2001, LLC, B▇▇▇ Sports 2001 Coinvestors, LLC and Restated 1994 Stock Option PlanB▇▇▇ Sports 2001 Investments, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employmentLLC.

Termination Following a Change of Control. If, at any time during a period commencing with If a Change of Control and ending eighteen (18) occurs hereafter and, within twelve months after following such Change of Control, the Company terminates the Executive's Employee’s employment for a reason other than Cause, death, or Disability for Cause or the Executive Employee terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (andthen, in lieu of any event, within 90 days) after the occurrence payments to or on behalf of the event Employee under Section 5.2 or events constituting "Good Reason")Section 5.3 hereof, and provided that the Company shall: (a) Pay to the Executive Employee signs a lump sum amount (reduced by any required withholding)timely and effective Employee Release of Claims following termination of employment, within ten (10) business days following the Executive's last later of the effective date of employmentthe Employee Release of Claims or the date the Employee Release of Claims, signed by the Employee, is received by the Chairman of the Board, the Company shall pay: (A) the Base Salary earned but not paid through the date of termination; (B) any bonus compensation awarded for the fiscal year preceding that in which termination occurs, but unpaid as of the date of termination, (C) a lump sum payment to the Employee equal to the current annual Base Salary, (D) a lump sum payment to the Employee equal to the Termination Bonus, and (E) the full cost of the Employee’s continued participation in the Company’s group health and dental insurance plans for so long as Employee remains entitled to continue such participation under applicable law, to a maximum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior months. In addition, to the termination extent that Employee has been granted any options to purchase LifeCare’s common stock, the Board shall cause the unvested portion of his employment) such options to immediately vest on the date the Employee’s employment terminates, and (ii) an amount equal to the amount payable pursuant to Employee may exercise the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination options as of the Executive's employment occurs; and (b) Provide date immediately following the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination later of his employment until the earlier of: (i) the date which is twelve (12) months following the effective date of the Change Employee Release of Control; Claims or (ii) the date that the Executive commences subsequent employment; providedChairman of the Board receives the Employee Release of Claims, that if signed by the Executive's continued participation is not possible under Employee. In the terms EMPLOYMENT AGREEMENT PAGE 43 event of any one or more of those insurance planstermination hereunder, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed payment by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans amounts that may become be due the successors to such plans) and any equity incentive agreements entered into between Employee under this Section shall constitute the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity entire obligation of the Company or to the Employee and, any subsidiary or affiliate obligation of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under Employee hereunder is conditioned upon the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, Employee signing a timely and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result effective Employee Release of the termination of his employmentClaims.

Termination Following a Change of Control. (a) If, at any time during a period commencing with a Change of in Control and ending eighteen (18) months after such Change of in Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability without Cause or the Executive terminates his his/her employment with the Company for "Good Reason" (as such term is defined in Section 2(b) below); provided, however, that any such termination by the Executive must occur promptly (and, and in any event, event within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Executive's last date of employment, a lump sum amount (net of any required withholding) equal to the sum to: (i) twelve months of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his or her employment) and ), plus (ii) an amount equal the maximum bonus that could have been payable to the amount payable pursuant to the immediately preceding clause such Executive (iassuming continued employment) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for during the year in which the termination of employment occurs based on bonus arrangements in effect immediately prior to the Executive's termination of his or her employment occurs; and(collectively, the "Severance Payments"). (b2) Provide the Executive and his or her dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his or her employment until the earlier of: (i) the date which is twelve (12) months following the date termination of the Change of ControlExecutive's employment; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and. (c3) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause Cause any unexercisable installments of any equity of stock options (other than any options granted pursuant to the Option Agreement between Executive and Company or any subsidiary or affiliate of the Company dated December 31, 1996) held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on such last date of employment; andprovided, however, that: (i) such acceleration of exercisability shall not occur to the extent that: (A) the Change of Control is intended to be accounted for as a pooling of interests; and (B) the Company concludes, after consulting with its independent accountants, that such acceleration would prevent the Change of Control transaction from being accounted for as a pooling of interests for financial accounting purposes; (ii) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (iii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan. (d4) Provide executive outplacement services from an outplacement company selected by the Executive, with such services to extend until the earlier of: (i) twelve months following the termination of the Executive's employment; or (ii) the date on which the Employee secures new full-time employment; provided, however, that the Company shall not be required to provide more than $25,000 of such services to the Executive. (5) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (vested, subject to applicable law); . provided, however, that that: any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment. (b) For purposes of Section 2, "Good Reason" shall mean the occurrence of one or more of the following events following a Change of Control: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his/her position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive's base or incentive compensation or the termination of the Executive's rights to any employee benefits immediately prior to the Change of Control, except to the extent any such benefit is replaced with a comparable benefit, or a reduction in scope or value thereof; or

Termination Following a Change of Control. If(i) In the event that there occurs a Change of Control, at any time as defined in clause (g)(ii) immediately below, and during a the period commencing with on the day immediately following the occurrence of a Change of Control and ending eighteen twenty-four (1824) months after such Change of Control, thereafter the Company terminates the Executive's ’s employment for a reason hereunder other than Cause, death, or Disability for Cause in accordance with Section 5(d) or the Executive terminates his employment hereunder for Good Reason in accordance with Section 5(e) hereof and provided that the Company Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, the Executive, in lieu of any payment for "which he would have been eligible under Section 5(d) or Section 5(e) hereof, will be eligible for (A) a single lump sum payment equal to eighteen (18) months of Base Salary, without offset for other earnings; (B) a Final Pro-Rated Bonus for the fiscal year in which the Date of Termination occurs, payable at the time bonuses are paid generally; and (C) health and dental plan premium payments (or, as applicable, reimbursements) on the same terms and conditions applicable in the event of a termination other than for Cause or for Good Reason" (providedReason prior to a Change of Control. Notwithstanding anything to the contrary herein, however, that any such termination by the Executive must occur promptly no payments shall be due hereunder until five (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (105) business days following the Executive's last later of the effective date of employmentthe Release of Claims or the date the Release of Claims, equal signed by the Executive, is received by the Chair of the Board. The Executive’s rights with respect to the sum of twelve (12indemnification shall be in accordance with Section 3(h) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and hereof. (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination For purposes of the Executive's employment occurs; and (b) Provide the Executive and his dependents with the same lifethis Agreement, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the “Change of Control; ” shall mean the occurrence, after the Effective Date, of (a) any change in the ownership of the capital equity of Easton B▇▇▇ Sports, LLC, if, immediately after giving effect thereto, (A) the Investors (as defined below) and their Affiliates will hold, directly or indirectly, less than 50% of the number of Common Units held by the Investors and their Affiliates as of the Effective Date or (ii) any Person (as defined in this paragraph, below) other than the date the Executive commences subsequent employment; providedInvestors and their Affiliates will hold, that if the Executive's continued participation is not possible under the terms of any one directly or more of those insurance plansindirectly, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions greater than 50% of the Amended number of outstanding Common Units of Easton B▇▇▇ Sports, LLC; or (b) any sale or other disposition of all or substantially all of the assets of Easton B▇▇▇ Sports, LLC (including, without limitation, by way of a merger or consolidation or through the sale of all or substantially all of the stock or membership interests of its subsidiaries or sale of all or substantially all of the assets of Easton B▇▇▇ Sports, LLC and Restated 1994 Stock Option Planits direct and indirect subsidiaries, taken as a whole) to another Person (the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive “Change of Control Transferee”) if, immediately after giving effect thereto, any Person (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments group of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employment.Persons acting in

Termination Following a Change of Control. If, at any time during within 24 months following a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the this Agreement and Executive's employment for a reason services other than Cause, death, for Cause or Disability or the Executive terminates his employment this Agreement with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any eventeither case by giving 30 days' prior written notice, within 90 days) after Executive shall be entitled to receive the occurrence of the event or events constituting "Good Reason"), the Company shallfollowing benefits and payments: (ai) Pay all accrued but unpaid amounts of the Base Salary through the effective date of termination, payable in accordance with the provisions of Section 3(a); (ii) a pro rata portion of any Performance Bonus otherwise payable to Executive for the calendar year in which such termination occurs up to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Executive's last effective date of employmentsuch termination and, to the extent not previously paid, any Performance Bonus for any calendar year prior to the calendar year in which such termination occurs; (iii) a termination distribution in an amount equal to the sum of twelve (12A) times his monthly base salary Executive's then Base Salary and (at B) Executive's last annualized Performance Bonus (if the highest monthly base salary rate in effect for such Executive in the twelve (12) month period termination takes place prior to receipt by Executive of any Performance Bonus, the termination Performance Bonus shall be deemed to be 50% of his employment) and (ii) an amount equal to the amount Executive's then annual Base Salary), payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination within 30 days of the Executive's employment occurseffective date of termination; and (biv) Provide any vested benefits or amounts pursuant to Sections 3(c), 3(d), 3(e) and 3(f) through the effective date of termination, payable in accordance with the provisions of any such plan(s). In addition, the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his eligible dependents shall be entitled to receive (x) the health insurance continuation coverage pursuant to benefits specified in Section 3(c)(1) for a period of 24 months following the Consolidated Omnibus Budget Reconciliation Act effective date of 1985 termination (the "COBRACompany Continuation Period"), from and following such time period, the Executive shall be entitled to all rights afforded to him under COBRA to purchase continuation coverage of such health insurance benefits for himself and his dependents for the maximum period permitted by law and (y) the life insurance benefits specified in Section 3(f) for a period of 24 months following the effective date of discontinuance specified in termination. With respect to clause (x) of the preceding sentence, to the extent required by applicable law, Executive shall be deemed to have elected to exercise his rights under COBRA as of the first day of the Company Continuation Period. (v) Executive shall be fully vested in all amounts accrued or accumulated on behalf of Executive under any nonqualified retirement plan established or maintained by the Company, and the Company will promptly pay or distribute all such coverage is required amounts to be provided Executive in accordance with applicable law; andthe terms of such plan as in effect on the date of this Agreement (or as of Executive's employment termination, if more favorable to Executive). If Executive is not fully vested in his accounts or benefits under the Company's qualified retirement plan at his employment termination pursuant to this Section, the Company will make a cash payment to Executive, within 30 days of Executive's employment termination, equal to the amount of such account or benefit that is forfeited. (cvi) Notwithstanding any contrary provisions of All stock awards or grants under the Amended and Restated 1994 Stock Option PlanHorizon Group Properties, the Second Amended and Restated 1996 Inc. 1998 Long-Term Performance Stock Incentive Plan shall be fully vested and exercisable as of Executive's employment termination. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if (1) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of Employer, a corporation owned directly or indirectly by the 2003 Equity Incentive (stockholders of Employer in substantially the same proportions as their ownership of stock of Employer, Executive or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, or any plans of their respective affiliates, becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of Employer representing 50% or more of the total voting power represented by Employer's then outstanding securities that may become vote generally in the successors election of directors (referred to herein as "Voting Securities"); (2) during any period of two consecutive years, individuals who at the beginning of such plans) period constitute the Board and any equity incentive agreements entered into between new directors whose election by the Company and the Executive pursuant to such plans Board or otherwise, cause any unexercisable installments nomination for election by Employer's stockholders was approved by a vote of any equity at least two-thirds of the Company or any subsidiary or affiliate directors then still in office who either were directors at the beginning of the Company held period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; (3) the stockholders of Employer approve a merger or consolidation of Employer with any other corporation, other than a merger or consolidation that would result in the Voting Securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Executive pursuant to any Voting Securities of Employer or such equity incentive surviving entity outstanding immediately after such merger or consolidation; (4) the stockholders of Employer approve a plan of complete liquidation of Employer or an agreement on for the Executivesale or disposition by Employer of (in one transaction or a series of transactions) all or substantially all of Employer's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employmentassets.

Termination Following a Change of Control. If (a) contemporaneously with or during the Change of Control Period, at any time during the Executive’s employment is terminated (i) by the Company or a period commencing successor entity other than for Cause or (ii) by the Executive for Good Reason or (b) if the Executive’s employment with the Company is terminated or the Executive ceases to be an officer of the Company prior to the date on which a Change of Control occurs and ending eighteen it is reasonably demonstrated that such termination of employment (18i) months after such was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (ii) otherwise arose in connection with or in anticipation of the Change of Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (and, in any event, within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a) Pay pay to the Executive, in a lump sum on the six month anniversary of the Date of Termination, an amount equal to two times the sum of the Base Salary and the Bonus Amount; (b) pay to the Executive a lump sum amount pro rata portion of the Annual Bonus the Executive would have earned in that Fiscal Period (reduced based on the days covered by any required withholding), within ten the Bonus Plan divided by the number of days in that Fiscal Period) as if he/she had been employed for the full Fiscal Period payable at the same time the Company pays other executive bonuses for that Fiscal Period; (10c) business days following the Executive's last date of employment, equal pay to the sum of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause excess of (i) times his target bonus percentage the actuarial equivalent of the benefit under the Company's Management Incentive ’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the commencement of the Change of Control Period) and any excess or any successor supplemental retirement plan for the year in which the termination Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued for [three—for Executive Officers][two— for other officers] years after the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) that the Executive’s compensation in each of the [three— for Executive Officers][two— for other officers] years is that required by Sections 4.1 and 4.2, and (3) that the Executive is [three— for Executive Officers][two— for other officers] years older than the Executive is on the Date of Termination, over (ii) the actuarial equivalent of the Executive's ’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; (d) continue benefits to the Executive or the Executive’s family from the Date of Termination through the end of the Change of Control Period, or such longer period as any plan, program, practice or policy may provide, at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Sections 4.4, 4.6 and 4.7 of this Agreement if the Executive’s employment occurshad not been terminated, in accordance with the most favorable plans, practices, programs or policies of the Company and its Affiliates applicable to other peer executives and their families during the 90-day period immediately preceding the Date of Termination, or, if more favorable to the Executive, as in effect at any time thereafter with respect to other peer executives of the Company and its Affiliates and their families; (e) upon the Executive’s providing appropriate documentation, pay up to $20,000 as reimbursement for outplacement services provided the Executive provides proper documentation supporting expenditures for this purpose within 18 months of the Date of Termination; and (bf) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of make any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is additional payments required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive paid pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employment10 hereof.

Termination Following a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, Control the Company terminates the Executive's ’s employment for a reason other than Cause, death, or Disability without Cause (as such term is defined in Section 5(c) below) or the Executive terminates his employment with the Company for "Good Reason" Reason (as such term is defined in Section 3(b) below) ( provided, however, that any such a termination for Good Reason by the Executive must can only occur promptly if (andi) the Executive has given the Company a Notice of Termination indicating the existence of a condition giving rise to Good Reason and the Company has not cured the condition giving rise to Good Reason within thirty (30) days after receipt of such Notice of Termination, in any event, and (ii) such Notice of Termination is given within 90 daysninety (90) days after the initial occurrence of the event or events condition giving rise to Good Reason and further provided that a termination for Good Reason shall occur no later than two (2) years after the initial existence of the condition constituting "“Good Reason"”), the Company shall: (a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Executive's ’s last date of employment, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination months of his employment) and Base Salary, plus (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for that could have been payable to such Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect immediately prior to the Executive's termination of his or her employment occurs(all payments under Sections 1, 2 and this Section 3(a) being referred to collectively, as the “Severance Payments”); and (b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date Executive’s last day of the Change of Controlemployment; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c3) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause Cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's ’s last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on such last date of employment; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and (d4) Cause any unvested portion of any qualified and non-qualified or nonqualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Planbenefits, and the Waters Retirement Restoration Plan any portion of any qualified or nonqualified awards made pursuant to any stock incentive plans, including, but not limited to, restricted stock units, restricted stock, stock appreciation rights and all other equity based awards (or any plans that may become the successors to such plans) but excluding stock options), to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 3 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment. (b) For purposes of Section 3 above, “Good Reason” shall mean the occurrence of one or more of the following events following a Change of Control, as the case may be: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive’s base compensation or the termination of the Executive’s rights to any employee benefits immediately prior to the Change of Control, except to the extent any such benefit is replaced with a comparable benefit, or a reduction in scope or value thereof; or (iii) a change by the Company in the location at which the Executive performs the Executive’s principal duties for the Company to a new location that is both (X) outside a radius of 40 miles from the Executive’s principal residence immediately prior to the Change of Control and (Y) more than 30 miles from the location at which the Executive performed the Executive’s principal duties for the Company immediately prior to the Change of Control; or a requirement by the Company that the Executive travel on Company business to a substantially greater extent than required immediately prior to the Change of Control; (iv) a failure by the Company to obtain the agreement referenced in Section 5(f).

Termination Following a Change of Control. If(a) Notwithstanding the provisions of Section 1 and 2 above, if, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive's employment for a reason other than Cause, death, or Disability without Cause or the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the -------- ------- Executive must occur promptly (and, and in any event, event within 90 days) after the occurrence of the event or events constituting "Good Reason"), the Company shall: (a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Executive's last date of employment, a lump sum amount (net of any required withholding) equal to the sum eighteen (18) months of twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve (12) month period prior to the termination of his or her employment) and (ii) an amount equal ). In addition, the Company shall pay to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under Executive, in accordance with the Company's Management Incentive Plan or any successor plan regular practice for the year in which payment of bonuses pursuant to its Performance Bonus Plan, the target bonus that could have been payable to such Executive (assuming continued employment) during the eighteen (18) month period after the termination of employment occurs (all payments under Sections 1, 2 and this Section 3(a) being referred to collectively, as the Executive's employment occurs"Severance Payments"); and (b2) Provide the Executive and his or her dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his or her employment until the earlier of: (i) the date which is twelve (12) months following the date termination of the Change of ControlExecutive's employment; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c3) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause Cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or, in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on such last date of employment; provided, however, that: (i) such -------- ------- acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and (d4) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (vested, subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 3 -------- ------- shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment. (b) For purposes of Section 3 above, "Good Reason" shall mean the occurrence of one or more of the following events following Change of Control: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive's base or incentive compensation or the termination of the Executive's rights to any employee benefits immediately prior to the Change of Control, except to the extent any such benefit is replaced with a comparable benefit, or a reduction in scope or value thereof; or

Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates If the Executive's employment with the Company is terminated either (A) by the Company for a any reason other than for "Good Cause, death" (as defined below), or Disability or (B) by the Executive terminates his employment with the Company for "Good Reason" (provided, however, that any such termination by the Executive must occur promptly (andas defined below), in any event, each case within 90 days) after twelve months following the occurrence of the event or events constituting a "Good Reason"Change of Control" (as defined below), Executive shall be entitled to the following benefits in exchange for a release of claims against the Company shall: (a) Pay to the Executive and its agents: Final Paycheck. Payment, in a lump sum sum, of any and all base salary due and owing through the date of termination, plus an amount (reduced by any required withholding), within ten (10) business days following equal to all earned but unused vacation through the date of termination and reimbursement for all reasonable expenses; Continued Payment of Salary. Payment of Executive's last date of employment, equal to the sum then-current base salary for a period of twelve (12) times his monthly base salary (at the highest monthly base salary rate months, less any deductions required by applicable law, payable in effect for such Executive in the twelve (12) month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under accordance with the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occursstandard payroll practices; and (b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible Company-paid COBRA. Company-paid existing group employee benefit coverage continuation under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from ) as provided by the date of discontinuance specified in Company's group health plans for twelve (12) months starting the preceding sentence, next calendar month after termination to the same extent such coverage is required to be provided in accordance with applicable law; and (c) Notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between as paid by the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on immediately before the Executive's last date layoff, or until Executive becomes eligible for group insurance benefits from another employer, whichever occurs first. Executive shall have an obligation to inform Company if he/she receives group coverage from another employer while receiving COBRA coverage from the Company. Executive may not increase the number of employment with the Company that have not expired to become exercisabledesignated dependants, orif any, in the case during this time unless Executive does so at his/her own expense. The period of any restrictions on the vesting such Company-paid COBRA coverage shall be considered part of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreementExecutive's COBRA coverage entitlement period, to cause such restrictions to lapseand may, as the case may befor tax purposes, on such last date of employment; and (d) Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted be considered income to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employmentExecutive.