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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
MILLIPORE CORPORATION
...........................................................................
(Name of Registrant as Specified in Its Charter)
N/A
..........................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 114a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
12a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
.....................................................................
2) Aggregate number of securities to which transaction applies:
.....................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
.....................................................................
4) Proposed maximum aggregate value of transaction:
.....................................................................
5) Total fee paid:
.....................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided in Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.......................................
2) Form, Schedule or Registration Statement No.:
.......................................
3) Filing Party:
.......................................
4) Date Filed:
.......................................
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[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 20, 1995
To the Stockholders of
Millipore Corporation
The Annual Meeting of Stockholders of Millipore Corporation ("Millipore")
for 1995 will be held at Millipore's Offices, 80 Ashby Road, Bedford,
Massachusetts 01730 on Thursday, April 20, 1995 at 11:00 a.m. local time, for
the following purposes:
1. To elect for a three-year term (expiring in 1998) the two Class II
Directors;
2. To consider and act upon a proposal to approve the adoption of the
Millipore Corporation 1995 Employees' Stock Purchase Plan, as described
in the accompanying proxy statement;
3. To consider and act upon a proposal to approve the adoption of the
Millipore Corporation Management Incentive Plan, as described in the
accompanying proxy statement; and
4. To transact such other business as may properly come before the meeting
and any adjournment thereof.
Stockholders of record on the books of Millipore at the close of business
on February 24, 1995 will be entitled to receive notice of and to vote at the
meeting and any adjournment thereof.
By Order of the Board of Directors
John E. Beard, Clerk
Bedford, Massachusetts
March 17, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY TO ASSURE YOUR
REPRESENTATION AT THE MEETING.
<PAGE> 3
MILLIPORE CORPORATION
80 ASHBY ROAD
BEDFORD, MASSACHUSETTS 01730
617 275-9200
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement is being furnished to stockholders of Millipore
Corporation (hereinafter "Millipore" or the "Company") in connection with the
solicitation of proxies for use at the Annual Meeting of Stockholders of
Millipore, and at any adjournments thereof. The meeting will be held at the
offices of Millipore, 80 Ashby Road, Bedford, Massachusetts on Thursday, April
20, 1995 at 11:00 a.m. This solicitation of proxies is being made on behalf of
Millipore by its Board of Directors. This Proxy Statement and the accompanying
form of proxy are being mailed to stockholders on or about March 17, 1995.
The Board of Directors of Millipore has fixed the close of business on
February 24, 1995 as the record date for the determination of stockholders
entitled to notice of and to vote at the meeting. As of February 24, 1995, there
were approximately 23,095,750 shares of Millipore Common Stock issued,
outstanding and entitled to vote. Each stockholder is entitled to one vote per
share of Common Stock held by such stockholder on each matter submitted to a
vote.
All properly executed proxies will be voted at the meeting in accordance
with the instructions contained thereon. Unless a contrary specification is made
thereon, it is the intention of the persons named on the accompanying proxy to
vote FOR the election of the nominees for Directors listed below, FOR items 2,
and 3 in the accompanying Notice of Meeting, and otherwise in the discretion of
the proxies. A stockholder executing and returning a proxy has the power to
revoke it at any time before it is voted at the meeting by filing with the Clerk
of Millipore an instrument revoking it, by submitting a duly executed proxy
bearing a later date, or by attending the meeting and voting in person.
Attendance at a meeting will not, in and of itself, constitute revocation of a
proxy.
Millipore will bear the costs of solicitation of proxies. In addition to
the use of the mails, proxies may be solicited by personal interview, telephone
and telegram by the Directors, officers and employees of Millipore, without
additional compensation to them. Arrangements have been made with Corporate
Investor Communications, Inc., to solicit proxies from brokerage houses,
custodians, nominees and other fiduciaries and to provide for the forwarding of
solicitation materials to the beneficial owners of stock held of record by such
persons. It is estimated that the cost of such solicitation arrangements will be
approximately $5,000 plus reimbursement of such custodians, nominees and
fiduciaries for reasonable out-of-pocket expenses incurred in connection with
the forwarding of solicitation materials.
CONFIDENTIAL VOTING POLICY
Millipore has had in effect since 1992 a Confidential Stockholder Voting
Policy which is intended to encourage stockholders to cast votes on issues
presented to them as stockholders without concern for the impact that their vote
might have on their other relationships with Millipore, whether as employee,
supplier, customer, or in any other capacity. The policy provides, among other
matters, that Millipore will arrange for the tabulation of all stockholder votes
by representatives of its transfer agent or by persons who are otherwise
unaffiliated with Millipore and not in the employ of the Company. The persons
who tabulate votes and who have custody of proxies, ballots and other voting
materials have been instructed as to this policy of confidentiality and to
handle all such materials (or to destroy them)
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in a way that does not reveal the identity and vote of any stockholder
specifically, and have been asked to certify compliance with this policy at the
completion of each meeting of stockholders.
Millipore's Confidential Voting Policy does not interfere with the
entitlement of its officers, employees and agents to seek the identity of those
stockholders who have not voted for the purpose of encouraging them to do so.
In the event of a proxy contest, or the like, Millipore need not abide by
its policy of confidentiality unless the opposition similarly agrees to do so.
Failure in any instance to conform to this policy shall not invalidate any
ballot or proxy or otherwise affect any action taken by stockholders of
Millipore.
Millipore has retained The First National Bank of Boston, its Transfer
Agent, to tabulate the vote in connection with the matters to be acted upon at
the Annual Meeting and has instructed the Bank as to the Company's Confidential
Stockholder Voting Policy. When any matter to be acted upon at the Annual
Meeting of Stockholders requires, in accordance with the laws of the
Commonwealth of Massachusetts, a favorable vote by stockholders who hold at
least a majority of the Common Stock outstanding, both abstentions and broker
"non votes" will be considered a vote "Against" the matter; when the matter to
be acted upon requires only a favorable vote by stockholders who hold either a
plurality or a majority of the shares present and eligible to vote at the
meeting, abstentions will again be considered a vote "Against" the matter; but
broker "non votes" will have no affect on the outcome, i.e., they will not be
considered.
MANAGEMENT AND ELECTION OF DIRECTORS
In 1990, in conformity with an Amendment to the Massachusetts Business
Corporation Law adopted in April of that year, the Board of Directors amended
Millipore's By-laws and divided the number of Directors into three classes. The
term of one class of Directors expires each year in rotation so that one class
is elected at each Annual Meeting for a full three-year term.
Stockholders this year will be voting on the election of the two
individuals identified as Class II Directors, whose terms will expire at the
Annual Meeting of Stockholders in 1998. Each nominee in Class II is now a
director of Millipore and was elected as such at the 1992 Annual Meeting of
Millipore Stockholders. All nominees have been designated as such by the Board
of Directors based on the recommendations of the Board Organization, Nominating
and Public Policy Committee, none of the members of which is an employee of
Millipore. The other six Directors will continue in office for the remainder of
their terms as indicated below.
Unless otherwise specified, the accompanying form of proxy will be voted
for the election of the nominees listed below. A stockholder may withhold his
vote from any nominee by notation of that fact on the enclosed proxy. All
nominees have consented to being named herein and have agreed to serve if
elected. If any such nominee should become unable to serve, a circumstance which
is not anticipated, the proxies may be voted to fix the number of Directors at
such lesser number as are available to serve, or for a substitute nominee
designated by the Board of Directors.
A FAVORABLE VOTE BY STOCKHOLDERS WHO HOLD AT LEAST A PLURALITY OF THE
COMMON STOCK OF MILLIPORE PRESENT OR REPRESENTED BY PROXY AT THE ANNUAL MEETING
AND VOTING THEREON IS REQUIRED FOR THE ELECTION OF THE CLASS II DIRECTORS.
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NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 1998 (CLASS II)
--------------------------------------------------------------------------------
SAMUEL C. BUTLER, 65, Presiding Partner, Cravath, Swaine &
Moore
Mr. Butler received an A.B. degree from Harvard
College, and an LL.B. degree from Harvard Law School where
he served on the Harvard Law Review and was a recipient of
the Sears Award. Mr. Butler served, in 1954, as law clerk
[PHOTO] to Mr. Justice Minton of the United States Supreme Court.
In 1956, after serving in the U.S. Army, Mr. Butler joined
the New York law firm of Cravath, Swaine & Moore, being
elected a partner in 1960 and assuming his current position
as Presiding Partner in 1980. He served as a Trustee of
Vassar College (1969-1977) and was a member of the Board of
Overseers of Harvard College from 1982-1988 (President of
the Board, 1986-1988). Mr. Butler is a member and Vice
President of The Culver Educational Foundation and a member of the Board of
Trustees of the New York Public Library. He is also a Director of Ashland Inc.,
U.S. Trust Corporation and GEICO Corporation.
Member: Audit and Finance Committee First elected a Director: 1991
--------------------------------------------------------------------------------
STEVEN MULLER, 67, President Emeritus, The Johns Hopkins
University and Chairman, The 21st Century Foundation
Dr. Muller received his undergraduate degree from the
University of California at Los Angeles and a B.Litt.
degree from Oxford University, England, where he studied as
a Rhodes Scholar. He received a Ph.D. in political science
from Cornell University. From 1961 to 1971, Dr. Muller was
[PHOTO] Associate Professor of Government at Cornell University,
during which period he also served as the Director of
Cornell's Center for International Studies (1961-1968) and
as Vice President for Public Affairs (1966-1971). In 1971,
Dr. Muller joined The Johns Hopkins University as Provost
and in 1972, he was elected as President of that
University. From 1972 until 1983, Dr. Muller also served as President of The
Johns Hopkins Hospital. Dr. Muller left the Presidency and was named President
Emeritus of The Johns Hopkins University in 1990, and assumed his current
position at The 21st Century Foundation. From 1975 until 1983, Dr. Muller served
successively as Director, Vice Chairman, and Chairman of the Board of Governors
of the Federal Reserve Bank of Richmond. In addition, Dr. Muller serves as
Director of the American Capital Closed End and Common Sense Funds; Beneficial
Corporation; the Law Companies Group, Inc.; Alex. Brown Inc.; and Organization
Resources Counselors, Inc.; and as Co-Chairman of the American Institute for
Contemporary German Studies; Board Member of the Atlantic Council and the German
Marshall Fund of the United States; and Chairman of St. Mary's College of
Maryland. Dr. Muller has served as a member of the Presidential Commission on
White House Fellowships and the Presidential Commission on World Hunger.
Chairman: Board Organization First elected a Director: 1982
Nominating and Public Policy Committee
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DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS (CLASS III)
--------------------------------------------------------------------------------
CHARLES D. BAKER, 66, Professor of Business Administration,
Northeastern University
Mr. Baker received an A.B. degree from Harvard College
and an M.B.A. degree from the Harvard Graduate School of
Business Administration. Mr. Baker served several years in
the United States Navy. In 1955, he joined Westinghouse
[PHOTO] Electric Corp., where he served in various capacities. In
1961, he became Vice President and Treasurer of United
Research, Inc. of Cambridge, Massachusetts. From 1965
through 1969, Mr. Baker was the Vice President and Director
of the Transportation Services Group of Harbridge House,
Inc., a research and consulting firm. From 1969 to 1970,
Mr. Baker served as Deputy Under Secretary of
Transportation for the United States Department of
Transportation and from 1970 through 1971, he was Assistant Secretary of
Transportation for Policy and International Affairs. In 1971, Mr. Baker returned
to Harbridge House, Inc. as its President and he served as its Chairman of the
Board from 1974 until 1983. In 1984, Mr. Baker resigned his position as a
Millipore Director to serve as Under Secretary of the United States Department
of Health and Human Services, a position he held from 1984 to 1985. In the Fall
of 1985, Mr. Baker left his Government post and accepted the appointment at
Northeastern University and, at the same time, he once again became a Millipore
Director. Mr. Baker serves on the boards of several public interest
organizations.
Member: Audit and Finance Committee; First elected a Director: 1979
Board Organization Nominating
and Public Policy Committee
--------------------------------------------------------------------------------
GERALD D. LAUBACH, 69, Retired President, Pfizer Inc.
Dr. Laubach received his undergraduate degree from the
University of Pennsylvania. Following service in the United
States Navy during World War II, he received his Ph.D. in
organic chemistry from the Massachusetts Institute of
Technology. Dr. Laubach joined Pfizer Inc., a manufacturer
of pharmaceutical products, in 1950, rising to Vice
[PHOTO] President for Medicinal Products Research in 1964,
President of Pfizer Pharmaceutical Operations in 1969,
Executive Vice President of Pfizer Inc. in 1971, and
President from 1972 until his retirement in February 1991.
Dr. Laubach also served as a Director of Pfizer Inc. from
1968 until his retirement in 1991. Dr. Laubach also serves
as a Director of CIGNA Corporation, DNA Plant Technology
Corp., and Affymax N.V. In addition, he is a member of the Institute of
Medicine, the National Academy of Engineering, the New York Academy of Medicine,
the American Academy of Arts and Sciences, and a Trustee of Carnegie Institution
of Washington.
Chairman: Audit and Finance Committee First elected a Director: 1981
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--------------------------------------------------------------------------------
THOMAS O. PYLE, 55, Independent Business Adviser and
Corporate Director of Healthcare Organizations
Mr. Pyle attended Massachusetts Institute of
Technology and received his M.B.A. from the Harvard
Graduate School of Business Administration and also studied
at the University of Oxford. From 1957-1969, Mr. Pyle
[PHOTO] served in various capacities in the television production,
advertising and retailing industries. From 1969-1972, Mr.
Pyle was with the Boston Consulting Group, Inc., becoming a
Vice President in 1971. In 1972, he joined Harvard
Community Health Plan, Inc., and was Chief Executive
Officer and Director from 1978 to 1991. From October 1993
to September, 1994 he served as Chief Executive Officer,
MetLife HealthCare Management Corp., Inc. He is currently a Senior Advisor to
the Boston Consulting Group, a position he also held in 1992. Mr. Pyle has
served as a Director of Controlled Risk Insurance Company, Ltd. since 1976
(Chairman 1976-1989). He is also Chairman of the Health Outcomes Institute and
serves as a Director of several healthcare organizations including The Codman
Research Group; Employee Managed Care Corp.; Lincare Holdings, Inc.; Unilab
Corporation; Coordinated Care Corporation; and Access Radiology Corporation. He
is also an Overseer of The Lahey Clinic.
Member: Board Organization Nominating and First elected a Director: 1987
Public Policy Committee;
Management Development and
Compensation Committee
TERM EXPIRING AT THE 1997 ANNUAL MEETING OF STOCKHOLDERS (CLASS I)
--------------------------------------------------------------------------------
JOHN A. GILMARTIN, 52, Chairman, President and Chief
Executive Officer, Millipore Corporation
Mr. Gilmartin received his undergraduate degree from
Pennsylvania State University and an M.B.A. from the
Harvard Graduate School of Business Administration. Prior
to joining Millipore, Mr. Gilmartin held various positions
[PHOTO] with Pfizer Inc., a manufacturer of pharmaceutical
products, in both financial and business management. Mr.
Gilmartin joined Millipore as Corporate Controller in 1979
and has served Millipore as Vice President-Finance from
1980 until 1981, Senior Vice President-Finance from 1981
until 1982 and as Senior Vice President-Finance and
Administration from 1982 until 1985. In 1985, Mr. Gilmartin
became President of the Millipore Products Division, a position he held until
1986 when he was elected President and Chief Executive Officer of Millipore. In
September, 1987, Mr. Gilmartin was elected Chairman of the Board. Mr. Gilmartin
is a Director of the Massachusetts High Technology Council.
First elected a Director: 1986
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--------------------------------------------------------------------------------
MARK HOFFMAN, 56, Independent Investor and Consultant
Mr. Hoffman received an undergraduate degree from
Harvard College, a Masters degree in economics from
Cambridge University and an M.B.A. from the Harvard
Graduate School of Business Administration. In 1963, as an
M.I.T. Fellow in Africa, Mr. Hoffman joined the East
[PHOTO] African Common Services Organization. In 1966, Mr. Hoffman
joined International Finance Corporation (investment
banking affiliate of the World Bank). From 1969 to 1974,
Mr. Hoffman served as a Director of Hambros Bank, Ltd.,
London, England. From 1975 to 1981, Mr. Hoffman was Senior
Vice President and Chief Financial Officer of George
Weston, Ltd., and was appointed President of its Resource
Group in 1981. From 1982 until 1984, when he undertook his
current activities, Mr. Hoffman served as Managing Director of Guinness Peat
Group p.1.c., engaged through subsidiaries worldwide in merchant banking,
insurance brokerage, leasing, property, energy and other management and
financial service activities. Mr. Hoffman is currently Chairman of Hamilton Lunn
Holdings Limited, an independent advisory and investment firm, and of Cambridge
Capital Group Limited, a development capital and technology transfer company in
Cambridge, England. Mr. Hoffman also serves as a Director of George Weston
Limited, Toronto; Advent International Corporation, Boston; and Guinness Flight
Global Asset Management Limited, London.
Member: Management Development First elected a Director: 1976
and Compensation Committee
--------------------------------------------------------------------------------
JOHN F. RENO, 55, President and Chief Executive Officer,
Dynatech Corporation
Mr. Reno received an undergraduate degree from
Dartmouth College and an M.B.A. from Northwestern
University. In 1964, Mr. Reno joined G. H. Walker & Co., an
investment banking firm in New York City, and served in
various capacities prior to becoming a partner in that
firm. In 1974, Mr. Reno joined Dynatech Corporation,
[PHOTO] manufacturer of a diversified line of proprietary
electronic microprocessor-based equipment, instruments and
systems, as General Manager and President of the
Cryomedical Division. He subsequently held a number of
senior management positions, including Vice President for
Corporate Development (1979); Senior Vice President for
Corporate Development (1982); Executive Vice President
(1987) and President and Chief Operating Officer (1991). Mr. Reno assumed his
current position as President and Chief Executive Officer in 1993 and is a
member of the Board of Directors. He is a trustee and Chairman of the Finance
Committee of the Boston Museum of Science. Mr. Reno serves as Chairman of the
Executive Committee for the "Masterminding Math and Science" program sponsored
by, among others, Boston Partners in Education and the Museum of Science. Mr.
Reno is the founder of "A Better Chance" program for disadvantaged youths in
Winchester, Massachusetts, and a Director of the Massachusetts Business
Roundtable and the Massachusetts Telecommunications Council.
Chairman: Management Development First elected a Director: 1993
and Compensation Committee
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COMMITTEES, MEETINGS AND FEES OF DIRECTORS
The Millipore Board of Directors has three standing committees.
The Audit and Finance Committee is responsible for recommending the
selection of the independent accountants; reviewing the scope of and fees for
services rendered as well as the results of the independent audit; reviewing
matters relating to internal audit functions; establishing policy as to those
services which may be performed by Millipore's principal independent
accountants; reviewing Millipore's policies and procedures concerning business
ethics and internal controls; and reviewing Millipore's annual reports. This
Committee also reviews Millipore's short term and long term financial plans, and
other matters concerning corporate finance as well as the financial position of
the Trust for Millipore Corporation Invested Employee Plans in order to assure
that sufficient provision has been made to meet the financial obligations of
such plans. The Audit and Finance Committee met four times during 1994.
The Board Organization, Nominating and Public Policy Committee recommends
nominees for election as directors to the full Board of Directors. It also
evaluates and makes recommendations with respect to the structure of the Board
itself, the responsibilities and membership of the various Committees of the
Board, and the role of the Board in relation to management. In addition, it
serves a public policy function, which includes consideration of questions of
social responsibility. In its nominating capacity, this Committee considers
recommendations for nominee candidates from other directors, management and
stockholders. Stockholders wishing to submit candidates for consideration as
nominees may do so by directing an appropriate letter and resume to Geoffrey
Nunes, Senior Vice President and General Counsel of Millipore. The Board
Organization, Nominating and Public Policy Committee held three meetings during
1994.
The Management Development and Compensation Committee is composed of
independent directors who are not officers or employees (or former officers or
employees) of the Company and do not have "interlocking" or other relationships
with Millipore that would detract from their independence as Committee members.
It reviews the qualifications of Millipore's officers and nominates them for
election by the full Board. It also fixes, subject to approval by the full
Board, the annual compensation of the Chief Executive Officer and approves the
compensation of all other elected officers. This Committee also considers
compensation plans for management and administers Millipore's Management
Incentive Plan (see p. 19 below) and equity incentive plans. (See "Compensation
Committee Report on Executive Compensation at Millipore"). It has responsibility
for the periodic examination of Millipore's overall compensation structure. In
its development capacity, it reviews organizational concepts, the development
and promotion potential of Millipore's senior level of management as well as its
long range manpower needs and its training and education activities. This
committee met three times during 1994.
During 1994, the Millipore Board of Directors held ten meetings. Members of
the Board of Directors received an annual retainer of $15,000 plus $1,000 for
each Directors meeting attended. For service on committees, Directors received
an additional $1,000 for each committee meeting attended, and chairmen of the
committees received an additional $2,500 annual fee. In addition, an aggregate
of $8,000 was paid to three Directors for service on two different ad hoc
committees neither of which met more than twice during 1994. Mr. Gilmartin
receives no compensation, other than that listed in the Summary Compensation
Table below, for service as a Director. All Directors attended at least 75% of
the Board and relevant committee meetings held during 1994.
During 1994, the following directors received or were entitled to receive
additional compensation from Millipore as follows: Dr. Steven Muller, $13,000,
for consulting services rendered in the areas of diversity and public policy;
Dr. Warren Wacker, $16,700, for consulting services rendered (prior to his
retirement) in developing opportunities in the medical field.
In addition to the compensation set forth above, "Eligible Directors"
(those who are not employees of Millipore) received stock options to purchase
shares of Millipore Common Stock under the terms of the 1989 Stock Option Plan
for Non-Employee Directors (the "1989 Plan"). Of the current directors, Mr.
Gilmartin is not an Eligible Director. Under the terms of the 1989 Plan, each
Eligible Director receives an option to purchase 2,000 shares of Millipore
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Common Stock on the date of his first election, and thereafter automatically
receives an additional option to purchase 1,000 shares of Millipore Common Stock
at the first Board of Directors meeting following an Annual Meeting of
Stockholders. The exercise price of each option is 100% of the fair market value
on the date of grant. Each option becomes exercisable in annual cumulative
increments of 25% commencing on the first anniversary of the date of grant. In
the event of a recapitalization, stock dividend, split-up or combination of
shares, merger or consolidation, an appropriate adjustment in the option price
and number of shares granted shall be made. Upon termination of service with
Millipore, options held by the Eligible Director which are not then exercisable
shall terminate, except that exercise of options after termination of service as
a director is provided for in cases where such service terminates on retirement
or with the consent of Millipore or as a result of incapacity or death.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION AT MILLIPORE
The Management Development and Compensation Committee of the Board of
Directors ("the Committee") has furnished the following report on its policy and
procedures with respect to determining compensation for Millipore's executive
officers for 1994. This determination was made in December of 1993. The tables
and textual information set forth following the report (pp. 11-14) disclose such
compensation.
In establishing the amounts of compensation in all forms for the Chief
Executive Officer ("CEO"), as well as the other executive officers of the
Company, the Committee operates pursuant to a set of written "Guiding
Principles." The Principles in effect in December 1993 for compensation to be
paid in 1994 linked executive awards (cash compensation and equity compensation)
to individual performance and company success, with the emphasis on long-term
performance rather than short-term results. (These Principles have been amended
with respect to compensation for 1995 and the subsequent years - see "Adoption
of Millipore Management Incentive Plan," p. 19). Using these criteria, the
Committee established cash compensation at competitive levels designed to enable
Millipore to attract and retain its executive officers while also striving by
the use of equity compensation to align their interests with those of
Millipore's stockholders.
For many years, Millipore has used a group of about 25 companies, which has
remained largely the same from year to year, to which Millipore compares itself
in terms of pay levels of the CEO and to which it compares itself in terms of
technology base, size and performance and to which it would look for executive
talent ("comparable companies"). (The comparable companies are not necessarily
the same companies that would be included in a peer group established to compare
stockholder returns and are not, with one exception, the same companies included
in the S&P Manufacturing-Diversified Industrial Index reflected in the
performance graph on p. 16. IN ADDITION, THE COMPARABLE COMPANIES CHANGED IN
DECEMBER OF 1994 FOR USE IN DETERMINING COMPENSATION FOR 1995 AS THE RESULT OF
THE DIVESTITURES OF THE WATERS CHROMATOGRAPHY AND BIOINSTRUMENT ("BIOSEARCH")
DIVISIONS AND THE CONCOMITANT "DOWNSIZING" OF THE REMAINING MILLIPORE
BUSINESSES.) Performance comparisons were then made on the basis of four-year
average return on sales, return on assets and compound sales growth. Based on
these performance comparisons, the compensation established by the Committee for
Millipore's CEO was targeted to be between the midpoint of the compensation paid
to Chief Executive Officers of the comparable companies (adjusted for meaningful
differences in their revenues from that of Millipore) and that midpoint plus
10%. An adjustment was made to bridge the gap between the middle of the year for
which comparable salary data had been gathered and the middle of the year for
which CEO salary was being set. Since Millipore has had no variable compensation
(other than the Cash Profit Sharing Plan described in Note 2 to the Summary
Compensation Table which provides for a very small payout in terms of percentage
of salary) cash compensation had been in the form of salary only; thus the
salary of the CEO was compared to the total cash compensation (salary plus
bonus) of the comparables. AS NOTED, THIS WILL CHANGE FOR 1995 AS A CASH
INCENTIVE PROGRAM FOR THE CHIEF EXECUTIVE OFFICER AND SENIOR MANAGEMENT IS BEING
PROPOSED FOR STOCKHOLDER APPROVAL (SEE "ADOPTION OF MILLIPORE MANAGEMENT
INCENTIVE PLAN" INFRA).
Salary for the CEO was fixed in December 1993 for the following calendar
year. The Committee evaluated the CEO's overall performance for 1993 against the
comparable companies and the competition with respect to the
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previously discussed benchmarks (including for 1993, on a relatively equal
basis, revenue growth, profitability and market share), as well as the
performance of the Company taken as a whole. This evaluation took place by the
Committee first in discussion with the CEO after receiving the CEO's own
evaluation of his performance against his previously discussed goals for the
year, and then in executive session. The Committee's actions with respect to the
CEO's compensation were submitted by the Committee to the full Board for its
approval. Mr. Gilmartin's cash compensation was fixed in December 1993 for the
year 1994 at $700,000, the same rate as that of the prior year. The lack of
increase in cash compensation was not a measure of either Mr. Gilmartin's or the
Company's performance, but resulted from the anticipated downsizing of Millipore
to be accomplished by the divestitures in 1994 of the Company's Waters
Chromatography and Biosearch Divisions.
The cash compensation of the other executive officers of the Company was
proposed in December 1993 for the year 1994 by the CEO and reviewed by the
Committee. The CEO and the Committee used the same criteria or Guiding
Principles as were used for fixing the CEO's cash compensation. Cash
compensation for the other executive officers was set by reference to data on
officers with similar job responsibilities in other like-sized corporations (not
necessarily the same "comparables" as used in fixing the CEO's cash
compensation), provided to Millipore by an outside consulting firm, as well as
to an evaluation of the particular officer's performance during the year.
The Company's equity compensation program for the CEO and for the other
executive officers named in the Summary Compensation Table consists entirely of
non-qualified stock options, a form of equity incentive whereby all value in the
stock option is associated with an increase in share value. Options are granted
at fair market value and become exercisable in cumulative increments of 25% per
year on each of the first four anniversaries after the date of the grant and
expire ten years after the date of the grant. Options are granted annually.
The number of shares for each executive officer is determined by taking a
percentage of annual compensation and dividing that amount by the fair market
value per share on the date of grant. The percentage, which falls within a
pre-set range, is set annually by the Committee for the CEO, and by the CEO
(subject to approval of the Committee) for the other executive officers,
depending in each case on subjective evaluation of the performance of the
officer under consideration. At the same time the Committee takes into account
the total number of options previously granted which remain outstanding. The
number of options granted to Mr. Gilmartin in December 1993 was 50,000, the same
number as in the prior year.
With respect to executive officers other than those named in the Summary
Compensation Table (one individual), equity incentive compensation may consist
entirely of non-qualified stock options or a combination of stock options and
restricted stock. "Restricted Stock" refers to stock which may be forfeited by
the executive if his employment ceases within a specified period (usually four
years) for any reason other than death, disability or retirement. Restricted
Stock is generally awarded to those key managers at a level just below the
Company's Senior Managers, where the individual does not as yet have a
substantial number of shares subject to options, and where retention of the
employee is an important consideration.
In its evaluation of compensation paid to executive officers named in the
Summary Compensation Table, the Committee determined that it would consider
whether the proposed deductibility limits under Section 162(m) of the Internal
Revenue Code would apply and would attempt to structure total compensation to
comply with those limits.
The Committee tests the salary and option decisions which are made for the
CEO and for the other executive officers of Millipore by reference to data
furnished by outside compensation consultants. These tests involve comparison of
short-term and long-term awards made by Millipore with similar awards made by
companies in a number of different groups for which statistics are available.
The differences between the amounts set by Millipore, using its group of
comparables, with those that would be set using other populations of companies
have to date been insignificant.
9
<PAGE> 12
Millipore periodically reviews, with the assistance of outside experts in
executive compensation, the method by which it sets short-term and long-term
compensation for its executives. Reviews have taken place on average about once
each five years. The most recent review prior to 1994 was undertaken in 1991 by
the Committee with the participation of two other independent members of the
Board of Directors. The 1991 review broadly affirmed the methodology used in
prior years, subject to certain adjustments. A subsequent review in 1994 lead
the Board of Directors to approve the Management Incentive Plan which is being
submitted to stockholders at this meeting (see "Adoption of Millipore Management
Incentive Plan" below).
James L. Vincent, Chairman*
Mark Hoffman
John F. Reno
[FN]
[*In December 1993, at the time the Compensation Committee met with respect to
1994 compensation, James L. Vincent was a Director and Chairman of the
Committee. Mr. Vincent resigned from the Board of Directors in September 1994.]
10
<PAGE> 13
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation as well as certain
other compensation paid or accrued through February 24, 1995, to each of the
five most highly compensated key policy making executive officers for services
rendered in all capacities to Millipore and its subsidiaries during each of
Millipore's fiscal years ended December 31, 1994, 1993 and 1992, except as noted
below.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM
ANNUAL COMPENSATION* COMPENSATION**
------------------------------------ ---------------------------
AWARDS
RESTRICTED STOCK ALL OTHER
NAME AND PRINCIPAL POSITION SPECIAL STOCK OPTIONS COMPENSATION
OR NUMBER IN GROUP YEAR SALARY(1) BONUS(2) BONUS(3) AWARD(4) (#)(5) (6)
----------------------------- ----- --------- -------- -------- ---------------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
John A. Gilmartin 1994 $ 700,000 $18,200 $190,000 $ 0 35,000 $ 72,287
Chairman, President and 1993 700,000 0 0 0 50,000 72,580
Chief Executive Officer 1992 675,000 0 0 0 50,000 69,765
Geoffrey Nunes 1994 $ 320,000 $ 8,320 $190,000 0 12,000 32,388
Senior Vice President, 1993 320,000 0 0 0 18,500 32,950
General Counsel 1992 310,000 0 0 0 18,500 35,617
Douglas B. Jacoby 1994 $ 249,996 $ 6,500 $190,000 0 13,100 21,288
Vice President 1993 232,000 0 0 0 16,000 22,388
1992 222,000 0 0 0 14,000 15,540
John E. Lary 1994 $ 207,996 $ 5,408 $190,000 $ 0 8,900 14,388
Vice President 1993 200,000 0 0 52,000 5,000 13,848
1992 190,000 0 0 45,988 4,800 14,090
Michael P. Carroll 1994 $ 185,004 $ 4,810 $190,000 $ 0 8,700 15,438
Vice President, 1993 175,000 0 0 48,825 4,400 14,190
Chief Financial Officer 1992 163,417 0 0 51,750 4,700 13,597
Douglas A. Berthiaume 1994 $ 226,664*** $ 0 0 $ 0 0 1,566,536
Senior Vice President 1993 340,000 0 0 0 21,000 35,133
(President, Waters 1992 315,000 0 0 0 22,000 36,734
Chromatography Division)
Jack T. Johansen 1994 $ 200,000*** $ 0 0 $ 0 0 1,017,192
Senior Vice President, 1993 300,000 0 0 0 16,000 25,848
Science and Technology 1992 283,000 0 0 0 19,500 24,360
<FN>
FOOTNOTES TO SUMMARY COMPENSATION TABLE
* and ** Column captioned "Other Annual Compensation" (personal benefits and perquisites) has not been included, as compensation in
the form of personal benefits for 1994 did not exceed the lesser of $50,000 or 10% of compensation (salary plus bonus) reported
above for executive officers individually. Column captioned "Payouts" has not been included because Millipore does not have any long
term incentive plans.
*** Compensation paid to the named officers for the period January-August, 1994, prior to their termination of employment in
connection with the sale of the Waters Chromatography and Biosearch Divisions, respectively.
(1) Includes amounts deferred pursuant to Section 401(k) of the Internal Revenue Code during the fiscal years specified.
(2) Amounts allocated pursuant to the Corporation's Cash Profit Sharing Plan, a bonus plan tied to Millipore's pre-tax return
on average equity in which all domestic employees of Millipore with at least one year of service participate in proportion to
their cash compensation. An allocation of 2.6% of eligible payroll was made in 1994, and paid in March of 1995.
(3) In connection with the divestitures of the Waters Chromatography and Biosearch Divisions and the related downsizing of
corporate infrastructure, the Board of Directors at its November meeting authorized the payment
</TABLE>
11
<PAGE> 14
of a special, one-time bonus of $190,000 to each of the five individuals
named in the Table as well as three other key members of management. The
amount of the bonus was based on a subjective evaluation of the efforts of
those individuals who carried the primary responsibility for designing and
carrying out the restructuring initiatives in 1993 and 1994. The use of the
after-tax proceeds of the bonus was restricted solely to the exercise of
previously granted stock options and the payment of taxes occasioned by such
exercise. The result is that as of February 28, 1995, the five named
individuals own outright Millipore Common Stock having a market value equal
to approximately 4.0 times their average aggregate 1995 base pay.
(4) Determined by multiplying the number of Restricted Shares awarded by the
closing price of Millipore Common Stock on the date the Committee approved
the grant. On December 31, 1994, the total number/current market value of
Restricted Stock (determined by multiplying the number of shares by the
closing price of Millipore Common Stock on December 31, 1994
($48.375/share)) held by the above-named executive officers was as follows:
Mr. Gilmartin, 2400 shares/$116,100; Mr. Jacoby, 1700 shares/$82,238; Mr.
Lary 6000 shares/$290,250 and Mr. Carroll 6,100 shares/$295,088. Dividends
are paid on Restricted Stock at the same rate as are paid to all
stockholders.
(5) Stock options are granted by the Committee in December of each year and
relate to the cash compensation of the named executive officer for the
following year. (See "Stock Options Granted in 1994" and "Compensation
Committee Report on Executive Compensation at Millipore").
(6) Includes: (a) amounts contributed by the Company under its tax-qualified
defined contribution profit sharing plan to Messrs. Gilmartin, Nunes,
Jacoby, Lary and Carroll of $10,038 each; (b) Company "matching"
contributions on compensation deferred pursuant to its tax-qualified plan
under Section 401(k) of the Internal Revenue Code of $3,080 each to Messrs.
Gilmartin, Nunes and Jacoby and $1,540 to Mr. Carroll; (c) total amounts
deferred under the Company's non-qualified supplemental defined contribution
and savings plans to provide certain executives with benefits that would
otherwise be lost by reason of restrictions imposed by the Internal Revenue
Code limiting the amount of compensation which may be deferred under
tax-qualified plans: $59,170; $19,270; $8,170, $4,350 and $3,860, to Messrs.
Gilmartin, Nunes, Jacoby, Lary and Carroll, respectively. Amounts indicated
for Messrs. Berthiaume and Johansen represent contributions of $4,536 and
$14,192, respectively, under the Company's qualified and non-qualified plans
for the period during which each served as an executive officer and further
payments of $1,562,000 and $1,000,000 to Messrs. Berthiaume and Johansen,
respectively, for transition services rendered in connection with the
divestitures of the Company's Waters Chromatography and Biosearch Divisions.
( See "Executive Termination Agreements," p. 15.)
12
<PAGE> 15
STOCK OPTIONS GRANTED IN 1994
The following table shows, as to those executive officers of Millipore
listed in the Summary Compensation Table (i) the number of shares of Millipore
Common Stock, $1.00 par value, subject to stock options granted under the
Millipore Corporation 1985 Combined Stock Option Plan ("1985 Plan") during the
period January 1, 1994-December 31, 1994, (ii) the percentage that each grant
represents of the total number of shares subject to stock options granted under
the 1985 Plan to all employees during the period; (iii) the exercise price; (iv)
the expiration date and (v) the potential realizable value of the options
granted assuming the market price of the underlying Millipore Common Stock
appreciates annually in value by the percentages indicated during the term of
the option (December 8, 1994 - December 8, 2004). Under the 1985 Plan, no
options may be granted to Directors who are not employees of Millipore.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS(1) VALUE AT ASSUMED
------------------------------------------------- ANNUAL RATES OF
% OF STOCK PRICE APPRECIATION
TOTAL FOR OPTION TERM(2)
OPTION --------------------------
GRANTED EXERCISE EXERCISE
OPTIONS TO EXERCISE OR PRICE PRICE
GRANTED EMPLOYEES BASE PRICE EXPIRATION + +
NAME (#) IN 1994 ($/SHARE) DATE 5%($77.22) 10%($122.70)
--------------------- ------- --------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John A. Gilmartin.... 35,000 13.1% $47.375 12/8/2004 $1,044,575 $ 2,636,375
Geoffrey Nunes....... 12,000 4.5% $47.375 12/8/2004 358,140 903,900
Douglas B. Jacoby.... 13,100 4.9% $47.375 12/8/2004 390,969 986,757
John E. Lary......... 8,900 3.3% $47.375 12/8/2004 265,620 670,392
Michael P. Carroll... 8,700 1.5% $47.375 12/8/2004 259,651 655,327
Douglas A.
Berthiaume......... 0
Jack T. Johansen..... 0
</TABLE>
(1) The 1985 Plan provides that all options shall be exercisable at a price of
not less than 100% of the fair market value of Millipore Common Stock on the
date of grant, subject to adjustment by the Board of Directors to reflect
stock splits or stock dividends. Options become exercisable in annual
cumulative increments of 25% commencing on the first anniversary of the date
of grant and all options expire no later than 10 years after the date of
grant. Options expire upon termination of employment, except that exercise
after termination of employment is provided for in cases where employment
terminates on retirement or with the consent of Millipore or as a result of
incapacity or death. Options can be exercised by delivery of cash or shares
of Millipore Common Stock having a fair market value on the date of delivery
equal to the full purchase price. In the event of certain corporate
transactions or a change in the composition of the Board of Directors giving
rise to an "impending change of control" all options previously granted to
certain executive officers become immediately exercisable (see "Executive
Termination Agreements" below).
(2) Assumes the market price of the underlying Millipore Common Stock
appreciates in value by the percentages indicated during the period 1994
(date of option grant) - 2004 (date of option expiration) and has been
reduced to reflect the cost to the executive of the exercise of the option.
These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises and Common Stock holdings are
dependent on the future performance of the Common Stock and overall stock
market conditions. Of course, any stock appreciation will benefit all
Millipore stockholders. There can be no assurance that the amounts reflected
in the table will be achieved.
13
<PAGE> 16
AGGREGATE OPTION EXERCISES IN FISCAL YEAR 1994 AND DECEMBER 31, 1994
VALUES OF UNEXERCISED STOCK OPTIONS
The following table shows, as to those executive officers of Millipore
listed in the Summary Compensation Table above, information with respect to
unexercised options to purchase Millipore Common Stock granted in 1994 and prior
years under the 1985 Plan.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN THE MONEY
OPTIONS AT OPTIONS AT
12/31/94 12/31/94(2)
------------- -------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
----- --------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
John A. Gilmartin............. 5,144 $153,356 217,581/ $ 3,289,132/
111,500 1,092,875
Geoffrey Nunes................ 35,386 $888,348 48,020/ $ 656,679/
39,875 397,125
Douglas B. Jacoby............. 6,750 $135,844 35,630/ $ 490,361/
35,850 327,069
John E. Lary.................. 0 0 17,095/ $ 235,661/
16,875 119,159
Michael P. Carroll............ 0 0 14,197/ $ 197,676/
15,350 100,481
Douglas A. Berthiaume......... 6,556 $195,861 116,825/ $ 1,783,899/
0 0
Jack T. Johansen.............. 18,000 $339,000 84,000/ $ 1,242,063/
0 0
<FN>
---------------
(1) Measured by the difference between the exercise price of the option and the fair market value of Millipore
Common Stock on the date of exercise.
(2) Measured by the difference between the closing market value of Millipore Common Stock on December 31, 1994
($48.375 per share) and the exercise price of the option.
</TABLE>
PENSION PLANS
The Retirement Plan for Employees of Millipore Corporation ("Retirement
Plan") is a tax-qualified defined benefit "floor" plan which is designed to
coordinate with the benefits available to participants under the Company's tax-
qualified defined contribution profit sharing plan ("Participation Plan") to
provide certain retirement benefits to eligible employees. An eligible employee
receives benefits under the Retirement Plan to the extent that the benefits
under the Participation Plan are inadequate to provide the minimum level of
benefits specified by the Retirement Plan. There is no deduction or offset from
benefits payable to employees under the Retirement Plan for amounts employees
receive from Social Security or other sources. The Retirement Plan provides a
minimum level of benefits based on service, age and final average compensation
(which compensation is computed in the same manner as the cash compensation
amounts (salary plus bonus (excluding the Special Bonus)) set forth in the
Summary Compensation Table) with a reduction in the benefit formula for less
than thirty years of service and age less than 62.
Officers participate in the Retirement Plan on the same basis as other
Millipore employees. As of December 31, 1994 full years of credited service
under the Retirement Plan for certain officers were: Mr. Gilmartin -- 15 years;
Mr. Nunes -- 18 years; Mr. Jacoby -- 19 years; Mr. Lary -- 11 years and Mr.
Carroll -- 9 years.
14
<PAGE> 17
Millipore also maintains a supplemental non-qualified plan (the
"Supplemental Plan") to provide certain executive employees with benefits that
would otherwise be lost by reason of restrictions imposed by the Internal
Revenue Code limiting the amount of retirement benefits and deferred
compensation which may be received under the Company's tax-qualified plans.
The table below shows the estimated annual benefits payable in 1994 under
the Retirement Plan and the Supplemental Plan. Retirement benefits shown are
based upon retirement at age 65 and the payment of a single life annuity, to
persons in the specified compensation and years of service categories:
<TABLE>
<CAPTION>
ESTIMATED ANNUAL MINIMUM RETIREMENT
BENEFITS FOR INDICATED YEARS OF CREDITED SERVICE
AVERAGE EARNINGS DURING FIVE ---------------------------------------------------
HIGHEST CONSECUTIVE YEARS IN 30 (AND MORE
FIFTEEN YEARS PRIOR TO RETIREMENT 15 20 25 THAN 30) (1)
--------------------------------- ------- ------- -------- ------------
<S> <C> <C> <C> <C>
$ 125,000 ...................... 25,527 34,053 42,528 51,054
$ 150,000 ...................... 30,965 41,307 51,587 61,929
$ 175,000 ...................... 36,402 48,560 60,646 72,804
$ 200,000 ...................... 41,840 55,814 69,705 83,679
$ 225,000 ...................... 47,277 63,088 78,763 94,554
$ 250,000 ...................... 52,715 70,321 87,822 105,429
$ 300,000 ...................... 63,590 84,828 105,940 127,179
$ 400,000 ...................... 85,340 113,843 142,176 170,679
$ 450,000 ...................... 96,215 128,350 160,293 192,429
$ 500,000 ...................... 107,090 142,857 178,411 214,179
$ 550,000 ...................... 117,765 157,365 196,529 235,929
$ 600,000 ...................... 128,840 171,872 214,647 257,679
$ 650,000 ...................... 139,715 186,379 232,764 279,429
$ 700,000 ...................... 150,590 200,886 250,882 301,179
$ 750,000 ...................... 161,465 215,394 269,000 322,929
$ 800,000 ...................... 172,340 229,900 287,118 344,679
<FN>
---------------
(1) There is no additional benefit payable under the Retirement Plan for years
of service in excess of 30.
</TABLE>
EXECUTIVE TERMINATION AGREEMENTS
Millipore entered into agreements with Messrs. Gilmartin, Nunes, Jacoby and
Carroll to provide them with certain severance benefits in the event of an
actual or impending "Change of Control" of Millipore. (Such agreements had also
been entered into with Messrs. Berthiaume and Johansen but were terminated at
the time of the divestitures of the Waters Chromatography and Biosearch
Divisions, see below). In substance, a Change of Control shall be deemed to have
occurred when any person becomes the beneficial owner, directly or indirectly,
of 20% of Millipore's then outstanding Common Stock or if those members who
constituted a majority of the Board of Directors cease to be so. An "Impending
Change of Control" means any event or circumstances which gives rise to a threat
or likelihood of a Change of Control, whether or not it is approved by
Millipore's management or directors.
The executive officers who have entered into agreements with Millipore will
be provided with benefits in the event that their employment with Millipore is
terminated pursuant to or following a Change of Control. Each agreement provides
that if the executive officer remains in Millipore's employ for at least 6
months following an event giving rise to an Impending Change of Control and,
pursuant to or following a Change of Control, the employment of the executive
officer is terminated, the executive officer will then receive the severance
benefits. Generally, these benefits include: a lump sum termination payment
equal to 24 months of salary at the highest rate received during the past three
years (if such provisions had been triggered during 1994, the amounts payable to
Messrs. Gilmartin, Nunes, Jacoby and Carroll would have been $1,400,000,
$640,000 $464,000 and 370,008, respectively) and a supplemental retirement
benefit at age 65 for those executives whose tenure with Millipore at the time
of such termination is less than that required under the Retirement Plan for
full retirement benefits to make up either in whole or in part for any such
15
<PAGE> 18
shortfall. Further, in the event of an Impending Change of Control, options for
purchase of shares of Common Stock become exercisable immediately and executive
officers are given the right to sell to Millipore all shares held (or acquired
within 90 days following a Change of Control) at a price equal to the highest
price paid within 90 days prior to the exercise of such right.
In November 1993 the Board of Directors approved a plan to divest its
Waters Chromatography and Biosearch Divisions. In connection with the proposed
divestitures, the Company cancelled the executive termination agreements with
Douglas A. Berthiaume and Jack T. Johansen, senior officers of the Waters
Chromatography and Biosearch Divisions, respectively (referred to above), and to
ensure continuity of management until the sale of each business was completed,
entered into severance agreements with them. Upon completion of the divestitures
in August, 1994, Messrs. Berthiaume and Johansen received the incentive bonus
payments reflected in the "Summary Compensation Table" (p.11). In addition, the
vesting scheduled for all unexercised stock options and Restricted Stock held by
each officer accelerated to the closing date of each transaction. The agreement
with Mr. Johansen also provides for the payment to him of a total of twenty four
months of compensation ($600,000.00) through the period ending August, 1996.
COMPARATIVE PERFORMANCE GRAPH
The graph below compares the five-year cumulative total return, including
the reinvestment of all dividends, starting from "100" on December 31, 1989
through December 31, 1994, among Millipore, the S&P 500 Index and the S&P
Manufacturing-Diversified Industrial Index (including Millipore). It assumes
$100 invested on December 31, 1989 in each of the two indices and in Millipore.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[CHART]
<CAPTION>
S&P MANU-
FACTURING-
MEASUREMENT PERIOD DIVERSIFIED
(FISCAL YEAR COVERED) S&P 500 INDUSTRIAL MIL
--------------------------------------------------------------------------------
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 96.90 99.13 137.60
1991 126.42 121.51 142.63
1992 136.05 131.71 138.40
1993 149.76 159.89 159.17
1994 151.74 165.51 194.81
<FN>
The information which forms the basis for the graph above has been provided
by Standard & Poor's Compustat, a division of McGraw-Hill.
</TABLE>
16
<PAGE> 19
OWNERSHIP OF MILLIPORE COMMON STOCK
MANAGEMENT OWNERSHIP OF MILLIPORE COMMON STOCK
The following table sets forth information concerning the number of shares
of Millipore Common Stock, $1.00 par value, beneficially owned, directly or
indirectly, as of February 28, 1995, by each Director or nominee; each of the
five most highly compensated executive officers and all directors and executive
officers as a group. This information is based on information provided by each
Director, nominee and executive officer and the listing of such securities is
not necessarily an acknowledgment of beneficial ownership. Unless otherwise
indicated by footnote, the Director, nominee or officer held sole voting and
investment power over such shares.
<TABLE>
<CAPTION>
NAME SHARES BENEFICIALLY OWNED (1) % OF CLASS
---- ----------------------------- ----------
<S> <C> <C>
Charles D. Baker.......................... 6,700 *
Samuel C. Butler.......................... 4,043 *
Michael P. Carroll........................ 20,944 *
John A. Gilmartin......................... 269,254 1.16%
Mark Hoffman.............................. 8,500 *
Douglas B. Jacoby......................... 37,984 *
John E. Lary.............................. 28,437 *
Gerald D. Laubach......................... 5,700 *
Steven Muller............................. 5,900(2) *
Geoffrey Nunes............................ 82,018 *
Thomas O. Pyle............................ 5,700 *
John F. Reno.............................. 1,750 *
All Directors and Executive Officers as a
Group (13 persons including those listed
above).................................. 486,306(3)(4)
<FN>
---------------
* None of these officers or directors owns as much as 1.0% of Millipore Common Stock.
(1) Included in the shares listed as beneficially owned are (i) shares subject
to stock options under the Millipore Corporation 1989 Stock Option Plan for
Non-Employee Directors which the following directors have the right to
acquire within 60 days: Messrs. Baker, Hoffman, Laubach, Muller and Pyle,
5,500 shares each; Mr.Butler 3,000 shares and Mr. Reno, 750 shares; and (ii)
shares subject to stock options under the Millipore Corporation 1985
Combined Stock Option Plan which the following executive officers have the
right to acquire within 60 days: Mr. Gilmartin, 213,895 shares; Mr. Nunes,
45,518 shares; Mr. Jacoby, 33,185 shares; Mr. Lary 14,700 shares and Mr.
Carroll 11,560 shares.
(2) Of shares shown as owned by Dr. Muller, 400 are held for his benefit under a
deferred compensation plan maintained by the John Hopkins University. Dr.
Muller does not have voting power over these shares.
(3) Includes 355,604 shares subject to acquisition by Directors and Officers
within 60 days through the exercise of stock options. The foregoing
aggregate figure represents approximately 2.1% of the issued and outstanding
stock on such date.
(4) Does not include 6,339 shares of Millipore Common Stock to which those
directors who have elected to defer all or part of their compensation may
elect to receive upon retirement from the Board.
</TABLE>
Section 16(a) of the Securities Exchange Act of 1934 requires Millipore's
Directors and Officers and persons who own more than 10 percent of Millipore's
Common Stock to file with the Securities and Exchange Commission and the New
York Stock Exchange initial reports of ownership and reports of changes in
ownership of Millipore Common Stock. Millipore is required to disclose in its
proxy statement any failure to file these reports by the required due dates. All
of these filing requirements were satisfied. Millipore has relied solely on
written representations of its Directors and Officers and copies of the reports
they have filed with the Securities and Exchange Commission.
17
<PAGE> 20
ADOPTION OF NEW EMPLOYEES' STOCK PURCHASE PLAN
Millipore has maintained in effect an Employees' Stock Purchase Plan for
the benefit of all employees of Millipore and its subsidiaries. The 1984
Employees Stock Purchase Plan (approved by the stockholders in April 1985)
provided that it terminate as of April 30, 1995. Management believes that
affording eligible employees the opportunity to acquire shares of Millipore
Common Stock through an Employees' Stock Purchase Plan will continue to provide
employees with a performance incentive and encourage employee identification
with Millipore's long-term goals. The Plan gives employees of Millipore and its
subsidiaries a continuing opportunity, by means of payroll deductions, to
purchase shares of Millipore Common Stock through a series of annual offerings
of such shares. Millipore's Board of Directors adopted a new Millipore
Corporation Employees' Stock Purchase Plan (the "Purchase Plan") on February 9,
1995, the terms of which are substantially identical to the 1984 Purchase Plan.
Stockholder approval of the Purchase Plan is necessary to assure favorable tax
treatment of stock purchases thereunder (see "Federal Tax Aspects of the
Purchase Plan" below).
Description of the Purchase Plan
Employees of Millipore and its subsidiaries who have been continuously
employed for at least 90 days as of May 1 of each year are eligible to
participate in the Purchase Plan. In 1994 approximately 5,700 employees were
eligible to participate in the Purchase Plan. No executive officer participated
in the Purchase Plan during the last completed fiscal year. The Purchase Plan
provides for annual offerings of Millipore Common Stock for a twelve month
purchase period (a "Purchase Period") commencing May 1 of each year (the
"Offering Date"). Millipore Common Stock may be purchased during each Purchase
Period at the lesser of 100% of "fair market value" on the Offering Date or 100%
of fair market value at the time a purchase is made. "Fair market value" is
defined as the closing price for Millipore stock on the New York Stock Exchange
on the composite tape on the last business day prior to the Offering Date, or if
no sale of the stock shall have been made on the New York Stock Exchange on that
day, on the next preceding day on which there was a sale of such stock. As of
the Offering Date, each employee is allocated a fixed number of shares which he
may purchase during that Purchase Period. This allocation is based upon a
uniform number of shares for each $1,000 of compensation received. Employees
authorize payroll deductions which are held in individual accounts until
sufficient funds are accumulated in order to effectuate a purchase of shares,
which is done on a monthly basis with certificates issued quarterly. The maximum
deduction which an employee may authorize under the Purchase Plan is 25% of
compensation.
The Purchase Plan is administered by a committee of employees appointed by
the Board of Directors. The Purchase Plan authorizes 200,000 shares of Millipore
Common Stock for sale pursuant to its provisions. As of February 1, 1995,
approximately 17,000 shares were available under the prior Purchase Plan. Any
balance of unused shares under the prior plan at the time of its expiration on
April 30, 1995 will be transferred to the Purchase Plan with the difference
between the number of such transferred shares and the 200,000 shares authorized
by the Purchase Plan to be allocated out of authorized, but unissued or treasury
shares. The Purchase Plan provides that, subject to stockholder approval, it
shall take effect May 1, 1995, and shall continue until the end of the Purchase
Period in 2005.
Federal Tax Aspects of Purchase Plan
The Purchase Plan is intended to be an "employee stock purchase plan" as
defined in Section 423 of the Internal Revenue Code of 1954. As a general
matter, an employee who remains in the employ of Millipore and holds the shares
acquired under the Purchase Plan for the longer of one year from the Offering
Date for those shares or one year from the date they were purchased, will not
realize any taxable income upon purchase of such shares. The employee's basis in
stock acquired under the Purchase Plan, for the purpose of determining gain or
loss on subsequent sales of such shares, will be his purchase price, and any
gain or loss upon sales occurring after twelve months following the purchase by
the employee will be long-term capital gain or loss. In the event that an
employee disposes of such shares sooner than the periods referred to above, he
will recognize ordinary taxable income in an amount
18
<PAGE> 21
equal to the excess of the fair market value on the date of purchase over the
purchase price. Millipore will not be entitled to any tax deduction in
connection with the grant or exercise of purchase rights under the Purchase Plan
unless an employee disposes of shares acquired under the Purchase Plan within
the time periods described above, in which case Millipore will be entitled to a
tax deduction in an amount equal to the amount of ordinary income realized by
the employee at the time of such disposition.
Reasons for the Adoption of the Purchase Plan
As noted above, management believes that it is important that all employees
be provided an opportunity to share in the growth in the equity value of
Millipore. Such an opportunity provides a performance incentive and serves to
strengthen employee morale. The Purchase Plan authorizes 200,000 shares for
purchase thereunder. It is anticipated that, based upon current levels of
participation in the prior purchase plan, these shares should be adequate for
the life of the Purchase Plan. In the event stockholder approval is not
obtained, the Purchase Plan will not take effect.
A FAVORABLE VOTE BY STOCKHOLDERS WHO HOLD AT LEAST A MAJORITY OF THE COMMON
STOCK OF MILLIPORE PRESENT OR REPRESENTED BY PROXY AT THE ANNUAL MEETING AND
VOTING THEREON IS REQUIRED FOR THE ADOPTION OF THE EMPLOYEES STOCK PURCHASE
PLAN.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ADOPTION OF THE EMPLOYEES'
STOCK PURCHASE PLAN.
ADOPTION OF MILLIPORE MANAGEMENT INCENTIVE PLAN
Through 1994 Millipore has had no cash bonus program for executives except
for their participation in a modest cash award apportioned among all domestic
employees in proportion to salaries and wages. During 1994 this compensation
practice was reviewed and in December 1994 the Board approved a Management
Incentive Plan ("Incentive Plan") that links a substantial portion of annual
cash compensation to achievement of corporate performance goals and individual
performance goals that are to be set annually by the Management Development and
Compensation Committee. The Incentive Plan provides for its phase-in over two
calendar years. As a result, base annual compensation for executive officers,
including those named in the Summary Compensation Table, was substantially
reduced for 1995 and may be further reduced for 1996 (see "New Plan Benefits
Table" for 1995 base annual compensation).
Description of the Incentive Plan
The purpose of the Incentive Plan is to compensate senior management
according to achievement of specific performance goals tied to strategic
business priorities. Corporate performance goals, such as sales growth,
profitability enhancement and increased cash flow, will be established and
"weighted" each year by the Management Development and Compensation Committee.
These corporate goals and their relative weighting for the payout formula will
be based upon corporate objectives reflected in the annual budget, and the
setting of these goals will be integrated with the submission of the budget to
the Board of Directors. Levels of corporate performance will be defined in
relation to the corporate goals as "threshold" performance, which represents
minimum performance for which any Incentive Plan bonus will be payable; "target"
performance, which represents typically the budgeted performance; and "stretch"
performance, which represents a level of corporate performance considered to be
outstanding. At target corporate performance and satisfactory performance of
individual goals, compensation of Millipore's executive officers will be at the
average of aggregate compensation paid by the companies to which Millipore
compares itself, or within ten percent above such average figure, depending upon
factors historically used by Millipore to measure reasonableness of executive
compensation. If corporate performance is below the target performance, but
above the threshold, some bonus will be payable, but not full target bonus; if
corporate performance exceeds target, extra bonus will be payable.
19
<PAGE> 22
In addition to corporate financial performance goals, threshold, target and
stretch goals will be established for all business divisions and, in the future,
certain key geographies, and these divisional and geographic goals will be used
to determine, in part, the bonuses paid to managers of the divisions. No bonus
will be paid if corporate performance fails to reach threshold. Besides
corporate and divisional goals, the Committee will establish personal goals for
the Chief Executive Officer, and will supervise the establishment by the Chief
Executive Officer of the personal goals for the other executive officers of the
Corporation. Personal goals will be measured by one or more of the following:
product and market development; human resource development and customer
satisfaction programs; operating efficiencies and process improvement. The mix
of corporate financial performance and individual performance that will go into
the actual bonus will be established by the Management Development and
Compensation Committee. Corporate performance will comprise at least two thirds
of the bonus entitlement of the Chief Executive Officer and those other
executive officers with no divisional or geographic responsibilities. The bonus
award to any one participant cannot exceed $1 million in any one year.
The Incentive Plan is administered by the Management Development and
Compensation Committee, all of the members of which are "outside directors" and
are ineligible to participate in the Incentive Plan. The Committee is empowered
to interpret the application of the Incentive Plan in any particular instance,
and may make adjustments in corporate results to compensate for the occurrence
of unanticipated events such as acquisitions, divestitures and the like. Had the
Incentive Plan been in effect in 1994, approximately 60 executive officers and
key employees would have been eligible to participate.
Federal Tax Aspects of Incentive Plan
Cash Incentive compensation to be paid to participants under the Incentive
Plan is considered taxable income in the year paid. Nonetheless, for
compensation disclosure purposes, such compensation is considered "paid" in the
year earned.
In 1993, the Internal Revenue Code of 1986 (the "Code") was amended to add
Section 162(m). Section 162(m) places a limit of $1,000,000 on the amount of
compensation that may be deducted by the Company in any year with respect to
those of the Company's senior executives who are required to be named in the
Summary Compensation Table. Certain performance based compensation plans
approved by stockholders are not subject to the deduction limit. The effect of
stockholder approval of the Incentive Plan is to enable the Company to deduct
bonus awards that would raise compensation above $1 million if the conditions
for deductibility otherwise are met. Millipore does not anticipate that
compensation of any executive officer will exceed $1 million in 1995.
Reasons for the Adoption of the Incentive Plan
As noted above, management believes that adoption of the Incentive Plan
will enhance overall performance of Millipore's executive officers and other key
employees by tying a significant portion of executive compensation to the
Company's success in meeting short-term performance goals. In the event
stockholders fail to approve the adoption of the Incentive Plan, management will
determine an appropriate course of action.
A FAVORABLE VOTE BY STOCKHOLDERS WHO HOLD AT LEAST A MAJORITY OF THE COMMON
STOCK OF MILLIPORE PRESENT OR REPRESENTED BY PROXY AT THE ANNUAL MEETING AND
VOTING THEREON IS REQUIRED FOR THE ADOPTION OF THE MANAGEMENT INCENTIVE
COMPENSATION PLAN.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ADOPTION OF THE MILLIPORE
MANAGEMENT INCENTIVE PLAN.
20
<PAGE> 23
NEW PLAN BENEFITS TABLE -- MANAGEMENT INCENTIVE PLAN
The following table sets forth as to those executive officers of Millipore
who are participants in the Management Incentive Plan (the "Incentive Plan") and
who are listed in the Summary Compensation Table (i) 1995 base cash compensation
and (ii) the incentive bonus payable to the named individual under the Incentive
Plan upon achievement of the goal indicated: Target; Threshold; Stretch.
Incentive bonus amounts represent successful completion of all performance
criteria for the goal indicated. Since the Incentive Plan will be phased-in over
two years, in the years subsequent to 1995 the differential between the Total
Cash Compensation to be paid at Target and to be paid at Stretch could be
substantially greater than reflected in the table below. There can be no
assurance that all criteria for a specific goal will be achieved and that the
amounts reflected in the table will be paid.
<TABLE>
------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
TARGET THRESHOLD STRETCH
------------------------------------------------------------------------------------------------------------------------------
TOTAL CASH THRESHOLD TOTAL CASH STRETCH TOTAL CASH
1995 TARGET TARGET COMPENSATION (50% OF COMPENSATION (200% OF COMPENSATION
NAME BASE SALARY INCENTIVE (%) INCENTIVE ($) AT TARGET TARGET) AT THRESHOLD TARGET) AT STRETCH
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John A.
Gilmartin $ 525,600 25% $ 131,400 $ 657,000 $ 65,700 $ 591,300 $262,800 $ 788,400
-----------------------------------------------------------------------------------------------------------------------------
Geoffrey
Nunes $ 285,718 12% $ 34,286 $ 320,004 $ 17,143 $ 302,861 $68,572 $ 354,290
-----------------------------------------------------------------------------------------------------------------------------
Douglas B.
Jacoby $ 249,996 12% $ 30,000 $ 279,996 $ 15,000 $ 264,996 $59,999 $ 309,995
-----------------------------------------------------------------------------------------------------------------------------
John E.
Lary $ 195,516 12% $ 23,462 $ 218,978 $ 11,731 $ 207,247 $46,924 $ 242,440
-----------------------------------------------------------------------------------------------------------------------------
Michael P.
Carroll $ 181,674 12% $ 21,801 $ 203,475 $ 10,900 $ 192,574 $43,602 $ 225,276
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Executive
Officers(6)
persons
including
those
listed
above $1,618,504 $ 262,549 $1,881,053 $ 131,274 $1,749,778 $525,097 $2,143,601
----------------------------------------------------------------------------------------------------------------------------
All
Other
Employees(54)
persons
excluding
those
listed
above $6,866,580 $ 424,853 $7,291,433 $ 212,429 $7,079,009 $849,715 $7,716,295
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
OTHER PRINCIPAL HOLDERS OF MILLIPORE COMMON STOCK
As of February 24, 1995, the following persons are believed by Millipore to
be the beneficial owners of more than 5% of Millipore Common Stock, Millipore's
only class of voting securities:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------------------------ ----------------- ---------
<S> <C> <C>
The Regents of the University of California.................... 1,674,800(1) 6.78%
2199 Addison Street
Berkeley, CA 94720
State Street Research & Management Company..................... 1,496,700(2) 6.48%
One Financial Center
Boston, MA 02111
(a wholly-owned subsidiary of Metropolitan Life Insurance
Company)
Goldman Sachs & Co............................................. 1,507,810(3) 6.10%
85 Broad Street
New York, NY 10004
<FN>
---------------
(1) Sole voting and dispositive power with respect to all of such shares.
(2) Sole dispositive power with respect to all of such shares; sole voting power with respect to 1,408,100
shares. All shares are owned by clients of State Street Research & Management Company (a registered
investment adviser). State Street Research & Management Company disclaims beneficial interest in all
of the shares reported.
</TABLE>
21
<PAGE> 24
(3) Goldman, Sachs & Co. shares dispositive power with respect to all of such
shares (and shares voting power with respect to 1,188,310, of these shares)
with its parent holding company, The Goldman Sachs Group, L.P. With the
exception of 12,611 shares, all of these shares are held for investment
advisory and discretionary customer accounts as to which Goldman Sachs and
its parent disclaim beneficial ownership.
The foregoing information is based upon information received from the
beneficial owners as well as Schedule 13G reports filed with the Securities and
Exchange Commission by the above beneficial owners in January-February 1995.
ACCOUNTANTS
Since 1970, Coopers & Lybrand, independent public accountants, have
reported on Millipore's annual financial statements, and management, based upon
the recommendation of the Audit and Finance Committee of the Board of Directors,
has selected that firm as Millipore's independent public accountants for fiscal
1995. The Audit and Finance Committee has also reviewed and approved the scope
and nature of the services to be performed for Millipore by Coopers & Lybrand.
Representatives of Coopers & Lybrand are expected to be present at the Annual
Meeting to make a statement if they wish to do so, and to respond to appropriate
stockholder questions. See "Management and Election of Directors" for names of
those Directors comprising the Audit and Finance Committee.
Millipore's financial statements for 1994 were examined and reported upon
by Coopers & Lybrand. In connection with this examination they also reviewed
Millipore's Annual Report, its quarterly financial statements and its filings
with the Securities and Exchange Commission, examined and reported upon the
financial statements of Millipore's retirement plans, and provided consultation
concerning the financial statement implications of various matters under
consideration.
STOCKHOLDER PROPOSALS
The deadline for receipt of stockholder proposals for inclusion in
Millipore's 1996 Proxy Statement is November 13, 1995. To be included, all
proposals must be in conformity with the rules of the Securities and Exchange
Commission and must be received by Millipore at 80 Ashby Road, Bedford,
Massachusetts 01730. Attention: Geoffrey Nunes, Senior Vice President and
General Counsel, on or before the foregoing date.
FORM 10-K ANNUAL REPORT
Stockholders may obtain without charge a copy of Millipore's Annual Report
on Form 10-K for the year ended December 31, 1994, by writing to Geoffrey E.
Helliwell, Director of Investor Relations, Millipore Corporation, 80 Ashby Road,
Bedford, Massachusetts 01730.
OTHER BUSINESS
The Board of Directors is not aware of any other business to come before
the Annual Meeting. However, if other matters properly come before the meeting,
it is the intention of the persons named in the enclosed form of proxy to vote
such proxy in accordance with their judgment as to such matters.
Millipore Corporation
March 17, 1995
22
<PAGE> 25
MILLIPORE CORPORATION
---------------------
1995 EMPLOYEES' STOCK PURCHASE PLAN
-----------------------------------
The purpose of the Millipore Corporation 1995 Employees' Stock Purchase
Plan (the "Plan") is to provide employees of Millipore Corporation (the
"Corporation") and its subsidiary corporations a continuing opportunity to
purchase the Corporation's Common Stock (the "Common Stock") through annual
offerings. Two hundred thousand (200,000) authorized but unissued or treasury
shares of Common Stock in the aggregate may from time to time be reserved for
this purpose by the Board of Directors of the Corporation. It is intended that
this Plan shall constitute an "employee stock purchase plan" within the meaning
of Section 423 of the Internal Revenue Code of 1986 (the "Code"). The
provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.
1. ADMINISTRATION. The Plan shall be administered by a committee
appointed by the Board of Directors of the Corporation (the "Committee"). The
Committee shall consist of no fewer than three members, some or all of whom may
but need not be members of the Board of Directors. The Board of Directors may
from time to time remove members from, or add members to, the Committee.
Vacancies of the Committee, however caused, shall be filled by the Board of
Directors. The Committee shall select one of its members as Chairman, and
shall hold meetings at such times and places as it may determine. Actions
pursuant to the affirmative vote of a majority of the members of the Committee
present at any meeting or pursuant to the written consent of a majority of the
members of the Committee shall be valid action of the Committee. The
interpretation and construction by the Committee of any provision of the Plan
or of any option granted under it shall be final unless otherwise determined by
the Board of Directors. No member of the Board of Directors or of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted under it.
2. DEFINITIONS. In addition to the definitions provided elsewhere in
this Plan, the following terms shall have the meanings set forth below:
"Date of Offering" shall be the first day of May in each year.
"Parent corporation" and "subsidiary corporation" shall have the
meanings set forth in Section 425(c) and (f) of the Code.
"Total compensation" means an employee's regular straight time earnings,
including payments for overtime, shift premium, incentive compensation, bonuses,
and other special payments.
"Working Day" means a day other than a Saturday, Sunday or scheduled
holiday.
<PAGE> 26
MANAGEMENT INCENTIVE PLAN
PLAN DOCUMENT
MILLIPORE CORPORATION
JANUARY 1995
<PAGE> 27
PROXY
MILLIPORE CORPORATION
ANNUAL MEETING OF STOCKHOLDERS APRIL 20, 1995
Millipore Corporation Proxy
Job-FINAL 3/9/95
3 Proposals
The undersigned hereby constitutes and appoints JOHN A. GILMARTIN,
MICHAEL P. CARROLL and GEOFFREY NUNES and each of them singly, proxies and
attorneys of the undersigned with full power of substitution, to vote all
shares of Common Stock of Millipore Corporation ("Millipore") held by the
undersigned or in respect of which the undersigned would be entitled to vote or
act at the Annual Meeting of stockholders of Millipore to be held in Bedford,
Massachusetts, on April 20, 1995 and any adjournments of said meeting (except
as expressly limited on the reverse side) which the undersigned would possess
if personally present. All proxies heretofore given by the undersigned would
possess if personally present. All proxies heretofore given by the undersigned
in respect of said meeting are hereby revoked.
-----------
SEE REVERSE
(CONTINUED ON REVERSE SIDE) SIDE
-----------
PROXY
MILLIPORE CORPORATION
ANNUAL MEETING OF STOCKHOLDERS APRIL 20, 1995
The undersigned hereby constitutes and appoints JOHN A. GILMARTIN,
MICHAEL P. CARROLL and GEOFFREY NUNES and each of them singly, proxies and
attorneys of the undersigned with full power of substitution, to vote all
shares of Common Stock of Millipore Corporation ("Millipore") held by the
undersigned or in respect of which the undersigned would be entitled to vote or
act at the Annual Meeting of stockholders of Millipore to be held in Bedford,
Massachusetts, on April 20, 1995 and any adjournments of said meeting (except
as expressly limited on the reverse side) which the undersigned would possess
if personally present. All proxies heretofore given by the undersigned would
possess if personally present. All proxies heretofore given by the undersigned
in respect of said meeting are hereby revoked.
-----------
SEE REVERSE
(CONTINUED ON REVERSE SIDE) SIDE
-----------
