2003 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of <<GRANT DATE>> between Waters Corporation, a corporation organized
under the laws of the State of Delaware (the "Company"), and <<NAME>> (the "Optionee"), an employee of
1. GRANT OF OPTION. Pursuant and subject to the Company's 2003 Equity Incentive Plan (as the same may
be amended from time to time, the "Plan"), the Company grants to you, the Optionee, an option (the "Option") to
purchase from the Company all or any part of a total of <<OPTIONS GRANTED>> shares (the "Optioned
Shares") of the common stock, par value $.01 per share, in the Company (the "Stock"), at a price of
__DOCTEXT__lt;<OPTION PRICE>> per share. The Grant Date of this Option is as of <<GRANT DATE>>.
2. CHARACTER OF OPTION. This Option is not intended to be treated as an "incentive stock option" within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
3. DURATION OF OPTION. Subject to the following sentence, this Option shall expire at 5:00 p.m. ET on the
10th anniversary of the Grant Date. However, if your employment or other association with the Company and its
Affiliates ends before that date, this Option shall expire at 5:00 p.m. ET on the date specified in the preceding
sentence or, if earlier, the date specified in whichever of the following applies :
(a) If the termination of your employment or other association is on account of your retirement, death or disability,
the first anniversary of the date your employment or other association ends.
(b) If the termination of your employment or other association is due to any other reason, the first anniversary of
the date your employment or other association ends.
4. EXERCISE OF OPTION.
No portion of the Option is vested as of the date hereof. Except as set forth in the Change of Control/Severance
Agreement dated as of February 24, 2004 between the Company and the Optionee (the "Change of