SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [ X ]
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 240.14a-11(c) or 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):\
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
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
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2)Aggregate number of securities to which transaction applies:
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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):
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4)Proposed maximum aggregate value of transaction:
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5)Total fee paid:
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[ X ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided in Exchange
Act Rule
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previously.
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Proxy Statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934 -[DRAFT 2/19/96(2)]
MILLIPORE
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 18, 1996
To the Stockholders of
Millipore Corporation
The Annual Meeting of Stockholders of Millipore Corporation
("Millipore") for 1996 will be held at Millipore's Offices, 80 Ashby Road
Bedford, Massachusetts 01730 on Thursday, April 18, 1996 at 11:00 a.m. local
time, for the following purposes:
1. To elect for a three-year term (expiring in 1999) the three Class
III Directors; and to elect for a one-year term (expiring in 1997) one Class I
director;
2. To consider and act upon a proposal to amend Millipore's Restated
Articles of Organization to increase Millipore's authorized capital from
80,000,000 to 120,000,000 shares of Common Stock, $1.00 par value, all as
described in the accompanying proxy statement;
3. To consider and act upon a proposal to approve the adoption of the
Millipore Corporation 1995 Combined Stock Option Plan, as described in
the accompanying proxy statement;
4. To consider and act upon a proposal to approve the adoption of an
amendment to the Millipore Corporation Long Term Restricted Stock (Incentive)
Plan as described in the accompanying Proxy Statement; and
5. To transact such other business as may properly come before the
meeting and any adjournments thereof.
Stockholders of record on the books of Millipore at the close of
business on March 8, 1996 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 15, 1996
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.
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 18, 1996 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
15, 1996.
The Board of Directors of Millipore has fixed the close of business on
March 8, 1996 as the record date for the determination of stockholders
entitled to notice of and to vote at the meeting. As of March 8, 1996, there
were approximately 43,800,000 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, 3 and 4 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 $5,500 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) 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.
The holders of a majority in interest of all stock issued, outstanding
and entitled to vote are required to be present in person or be represented
by proxy at the Meeting in order to constitute a quorum for the transaction
of business. When any matter to be acted upon at the Annual Meeting
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
Millipore's By-laws provide for the division of the number of its 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 (except with respect to Directors being elected to fill
vacancies).
Stockholders this year will be voting on the election of the three
individuals identified as Class III Directors, whose terms will expire at the
Annual Meeting of Stockholders in 1999 and one Class I Director whose term
will expire at the 1997 Annual Meeting of Stockholders. Each nominee in
Class III is now a director of Millipore and was elected as such at the 1993
Annual Meeting of Millipore Stockholders, except for Mrs. Hendricks who was
elected to the Board of Directors at its September 1995 meeting. Mr. Zadel,
who is the Class I nominee, was elected to the Board of Directors (effective
April 1, 1996) at a meeting held on February 20, 1996.
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, and the specially
appointed Search Committee with respect to Mr. Zadel. No member of either
Committee is an employee of Millipore except that Mr. Gilmartin served on
the Search Committee. The other five 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 or her 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 III
Directors and for the Class I Director.
Nominees for Election as Directors for Terms Expiring in 1999 (Class III)
Charles D. Baker, 67, 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 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 board of
American Medical Response, Inc., the (Mass.) Group Insurance Commission, as
well as several public interest organizations.
Member: Audit and Finance First elected
Committee; a Director: 1979
Board Organization Nominating
and Public Policy Committee
Maureen A. Hendricks, 44, Managing Director, J.P. Morgan & Co.
Mrs. Hendricks received her A.B. Degree from Smith College in
1973, and subsequently attended the Harvard Business School Program
for Management Development (1980). In 1973, Mrs. Hendricks joined
the New York investment banking firm of J.P. Morgan & Co.,
where she has served in various management positions within the
firm including International Financial Management (1980-1983); U.S.
Bank Department (1984-1988) and Structured Finance (1988-1991).
From 1991-1993, Mrs.Hendricks served as the senior manager of the
firm's European Equities and Equity Derivatives business in London
England, and was a Director of J.P. Morgan Securities Ltd.
In September 1993, Mrs. Hendricks returned to New York to serve as the
head of the firm's Global Debt Capital Markets and had responsibility for the
firm's corporate fixed income activities in North America. In March, 1996,
Mrs. Hendricks was named Managing Director in charge of New Business
Development of J.P. Morgan. Mrs. Hendricks also
serves on the Board of Directors of the Young Women's Christian Association
(YWCA) of New York and the New Jersey Shakespeare Festival.
Member: Audit and Finance First elected
Committee a Director: 1995
Thomas O. Pyle, 56, Independent Business Advisor and Corporate
Director for Healthcare Organizations
Mr. Pyle attended Massachusetts Institute of
Technology and also studied at the University of Oxford. From
1957-1965, Mr. Pyle served in various capacities in the
television production and advertising industries. After receiving his M.B.A.
from the Harvard Graduate School of Business Administration in
1967, Mr. Pyle joined the retailing industry and served in various
capacities until 1969. 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. In 1992, he became Senior Advisor to the
Boston Consulting Group, Inc. From October 1993 to September, 1994 Mr. Pyle
served as Chief Executive Officer, MetLife HealthCare Management Corp., Inc.,
subsequent to which he rejoined the Boston Consulting Group, Inc. in his
prior capacity as Senior Advisor. Mr. Pyle has served as a Director of
Controlled Risk Insurance Company, Ltd. since 1976 (Chairman 1976-1989). He
serves as a director of several healthcare organizations including The Codman
Research Group; Employee Managed Care Corp.; Lincare Holdings, Inc; Unilab
Corporation; Amisys Health Systems, Inc.; and Access Radiology Corporation.
Member: Board Organization First elected
Nominating and a Director: 1987
Public Policy Committee;
Management Development and
Compensation Committee
Nominee for Election as Director for Term Expiring in 1997 (Class I)
C. William Zadel, Chairman, President and Chief Executive Officer,
Millipore Corporation
Mr. Zadel graduated from the United States Military Academy
at West Point, N.Y., where he received a Bachelor of Science
degree and his commission in the U.S. Marine Corps in 1965. He
also received an M.B.A. from the University of Chicago. After
completing his military service in 1969, Mr. Zadel joined
Quaker Oats Co., a consumer products manufacturer, where he
served in several management positions in that Company's
personnel, manufacturing and marketing operations. From 1974,
when he joined Johnson & Johnson, Co., until 1977, Mr. Zadel
served in various management capacities with this manufacturer
of medical and healthcare products and supplies. In 1977 Mr.
Zadel became Manager of Corporate Strategic Planning for Abbott
Laboratories, a pharmaceutical and diagnostic device
manufacturer, assuming the position of General Manager of Abbott Medical
Electronics Corporation in 1979. In 1983, he joined Corning Glass Works
(now Corning Inc.), a manufacturer of laboratory science and speciality
materials, as Vice President of Business Development, becoming Senior Vice
President of Corning's Americas Operations in 1984. In 1986, Mr. Zadel
became President and Chief Executive Officer of the Ciba Corning Diagnostics
Corp. (the joint venture between Ciba-Geigy, a Swiss pharmaceutical company
and Corning Inc., which became a wholly-owned subsidiary of Ciba-Geigy in
1989 and was acquired by Chiron Inc. in 1995). On February 20, 1996, Mr.
Zadel was elected, effective April 1, 1996, Chairman, President and Chief
Executive Officer of Millipore Corporation. Mr. Zadel currently serves on
the Board of Directors of Kulicke and Soffa Industries, Inc.; Matritech,
Inc. and Zoll Medical Corporation. He also served as Chairman of the Health
Industry Manufacturers Association (1994-1995).
First elected
a Director: 1996
DIRECTORS CONTINUING IN OFFICE
Term Expiring at the 1997 Annual Meeting of Stockholders (Class I)
John A Gilmartin, 53, Chairman, President and Chief Executive
Officer, Millipore Corporation (prior to April 1, 1996)
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 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 1981-1982 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 and the National Association of
Manufacturers and is a member of the American Business Conference. Mr.
Gilmartin is also Chairman of the Advisory Board of City Year, Boston and
serves on the Corporate Advisory Committee of the Museum of Fine Arts and the
Finance Committee of Trinity Church. On February 20, 1996, Mr. Gilmartin
announced his resignation as President , Chief Executive Officer and Chairman
of the Board (but not as a Director) of Millipore effective March 31, 1996.
First elected
a Director: 1986
Mark Hoffman, 57, 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 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 as an
independent investor and consultant, Mr. Hoffman served as Managing Director
of Guinness Peat Group p.l.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, in Toronto; Advent
International Corporation, Boston; and Guinness Flight Global Asset
Management Limited, in London.
Member: Management Development First elected
and Compensation Committee a Director: 1976
John F. Reno, 56, 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, 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 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
and Compensation Committee a Director: 1993
Term Expiring at the 1998 Annual Meeting of Stockholders (Class II)
Samuel C. Butler, 66, 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 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 trustee 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. and U.S. Trust Corporation.
Member: Audit and Finance First elected
Committee a Director: 1991
Steven Muller, 68, President Emeritus, The Johns Hopkins University
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 1954-1955, he served in the
United States Army Signal Corps. From 1961 to 1971, Dr. Muller was 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. From 1990-1995, Dr. Muller served as Chairman of
The 21st Century Foundation, a philanthropic organization dedicated to
strengthening ties among democracies. Dr. Muller has served successively as
Director, Vice Chairman, and Chairman of the Board of Governors of the
Federal Reserve Bank of Richmond (1975-1983). In addition, Dr. Muller serves
as Director of the Van Kampen/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.
Chairman: Board Organization First elected
Nominating and Public Policy Committee a Director: 1982
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 three times during 1995.
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 two meetings during 1995.
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 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 personnel
needs and its training and education activities. This committee met three
times during 1995.
During 1995, the Millipore Board of Directors held five meetings.
Members of the Board of Directors received an annual retainer of $17,500 plus
$1,000 for each Directors meeting attended. For service on committees,
Directors received an additional $1,000 for each committee meeting attended,
and Directors serving as chair of the committees received an additional
$2,500 annual fee. Mr. Gilmartin receives no compensation, other than that
listed in the Summary Compensation Table below, for service as a Director.
Directors may elect to defer all or any portion of their fees into Millipore
Common Stock or cash (see Footnote (3) to table on p. 19).
All Directors attended at least 75% of the Board and relevant committee
meetings held during 1995.
During 1995 the three members of the Search Committee (Messrs. Butler,
Muller and Reno) appointed specifically to assist the Board in choosing a new
President and CEO, received $7,000, $10,000, and $8,000 respectively,
attending meetings in this regard, ($1,000 for each committee meeting attended).
Dr. Muller received an additional $2,500 for serving as Chair of this Committee
as well as additional compensation from Millipore of $13,000, for consulting
services rendered in the areas of diversity and public policy.
Gerald D. Laubach, who has been a director since 1981, has announced his
intention not to stand for re-election to the Board of Directors at the 1996
Annual Meeting of Stockholders. His wisdom and guidance will be greatly
missed.
In addition to the compensation set forth above, "Eligible Directors"
(those who are not employees of Millipore) receive 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,
neither Mr. Gilmartin nor Mr. Zadel is an Eligible Director. Under the terms
of the 1989 Plan, each Eligible Director receives an option to purchase 4,000
shares of Millipore Common Stock on the date of his or her first election,
and thereafter automatically receives an additional option to purchase 2,000
shares of Millipore Common Stock (after giving effect to the 100% stock
dividend declared in June 1995) 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 1995. This determination was made in December of
1994. The tables and textual information set forth following the report
(pp.13-17) disclose such compensation.
In 1994, the Committee reviewed in depth the Corporation's compensation
practices, and in December of 1994, the written Guiding Principles with
respect to compensation paid in all forms to the Chief Executive Officer
("CEO") as well as the other executive officers, were revised. At the same
time, as a major part of such revision, the Board of Directors adopted (and
the Stockholders subsequently approved) the Management Incentive Plan
("Incentive Plan") described in detail below. As a result, the Committee now
annually establishes total targeted cash compensation (base pay plus variable
[incentive] compensation expected to be earned if "target performance
(described below) is met) for the CEO and for the other executive officers as
well. The total targeted cash compensation for the CEO is intended to be
competitive with those of a group of companies to which Millipore compares
itself in terms of pay levels of the CEO and which represent those kinds of
companies to which it would look for executive talent (the "Comparables"),
and as such, is expected to be between the midpoint and that midpoint plus or
minus 10% of the total cash compensation paid to chief executive officers of
the Comparables, adjusted for meaningful differences in their revenues from
those of Millipore. Total targeted cash compensation for the other executive
officers is simultaneously set within the same range by reference to data on
officers with similar job responsibilities in other like-sized corporations
(not necessarily the Comparables) provided to Millipore by an outside
consulting firm, as well as an evaluation of the particular officer's
performance during the year. While the CEO Comparables are substantially the
same as those used in prior years, they are not all of 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. 12.)
Under the Incentive Plan which provides the variable (incentive
compensation) portion of target cash compensation, levels of corporate
performance are defined in relation to the corporate goals as "threshold"
performance (minimum performance for which any Incentive Plan compensation
will be paid); "target" performance (typically, the projected corporate
performance); and "stretch" ( a level of corporate performance considered to
be outstanding). If corporate performance is below the target performance,
but above the threshold, some incentive compensation will be payable but not
the full target; if corporate performance exceeds target, extra incentive
compensation will be payable. When the Incentive Plan is fully implemented
(in 1996), target incentive opportunities will range from 10% to 50% of base
salary for participants (approximately 60 people in 1995) depending upon the
participant's position and level of responsibility within the Company.
The Committee approves the mix of financial incentive standards
("goals") including corporate and division and geographic financial goals for
senior managers having divisional or geographic responsibilities, and
individual performance goals that will result in the actual incentive
compensation. Corporate financial performance comprises at least two thirds
of the variable incentive compensation entitlement of the CEO and those other
executive officers with no divisional or geographical responsibility.
Besides approving corporate and divisional goals, the Committee establishes
personal goals for the CEO, and reviews the establishment by the CEO of the
personal goals for the other executive officers.
The Incentive Plan provides that about the time of the submission of the
annual corporate budget and based in part on the objectives reflected
therein, the Committee will review and approve for the subsequent year, the
appropriate incentive standards and their respective "weights." Prior to the
beginning of 1995, the Committee approved performance goals relating to
increases in Sales Growth, Profit Contribution and Cash Flow. Increase in
Sales Growth was given the most "weight" and Cash Flow the least. The
Committee also established 1995 personal goals for the CEO which focused on
the relative enhancement of shareholder value and increased market
development, as well as management development. Further, the Committee
reviewed the establishment by the CEO of the personal goals for the other
executive officers of the Company, which included product and market
development; human resource development and customer satisfaction programs;
operating efficiencies and process improvement.
In connection with the implementation of the Incentive Plan and upon
review of the base salaries paid to the chief executive officers of the
Comparables, Mr. Gilmartin's base annual compensation for 1995 was fixed in
December 1994 at $525,600. This was a decline from the $700,000 he received
in 1994 as total cash compensation (excluding the special bonus and cash
profit sharing payments, see "Summary Compensation Table" p. 17) and was
based to a small extent on the reduction in total revenues of the Company due
to the divestitures and, to a greater extent, on the fact that a substantial
portion (25% in 1995 and 50% in 1996) of his total targeted cash compensation
would depend on the Company meeting its targeted performance goals for that
year. For the same reasons, reductions in the base salaries of three of the
other executive officers for 1995 resulted as well. Other base salaries were
held level or increased only slightly in order to give effect to the future
cash bonus opportunities upon achievement of the targets specified in the
Incentive Plan.
At its meeting on February 7, 1996, the Committee reviewed the results of
financial operations for 1995 and determined that corporate performance
exceeded the "stretch" goals for 1995. Based on this evaluation, as well as
the Committee's determination of the extent to which the personal goals
established for the CEO and the other executive officers had been completed
satisfactorily, executive bonus payments for the eligible group were paid in
February of 1996 in the amounts set forth in the Summary Compensation Table
below.
The Incentive Plan provides that an award to any one participant cannot
exceed $1 million in any one year. At its Annual Meeting in 1995,
stockholders favorably approved the Incentive Plan as a "performance-based"
plan under Section 162(m) of the Internal Revenue Code of 1986, thereby
permitting the Company to deduct bonus awards that would raise total cash
compensation above $1 million for any of the Company's senior executives
named in the Summary Compensation Table, if the conditions for deductibility
otherwise are met.
The Committee has determined that the Company's equity compensation
program for the CEO and for the other executive officers named in the Summary
Compensation Table will continue as in prior years. Equity compensation
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 annually 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.
The number of shares for each executive officer is determined by taking
a percentage of the targeted total cash 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 and depends in each case on subjective evaluation of the
performance of the officer under consideration and, therefore, may vary from
year to year. At the same time the Committee takes into account the total
number of options previously granted which remain outstanding. The number of
options (after giving effect to the 2-for-1 stock split in June of 1995)
granted to Mr. Gilmartin in December 1994 was 70,000. This was a reduction
from the 100,000 options granted the prior year and reflected the substantial
increase during 1994 in the price of the Company's Common Stock. Similar
reductions occurred in the number of stock options granted to two of the other
executive officers.
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 total cash and equity compensation 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.
Millipore periodically reviews with the assistance of outside experts in
executive compensation the method by which it sets both total cash and equity
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.
John F. Reno, Chairman
Mark Hoffman
Thomas O. Pyle
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, 1990 through December 31, 1995, among Millipore, the S&P 500 Index and
the S&P Manufacturing-Diversified Industrial Index (including Millipore). It
assumes $100 invested on December 31, 1990 in each of the two indices and in
Millipore.
Year End
Dec.90 Dec.91 Dec.92 Dec.93 Dec.94 Dec. 95
S&P 500 100 130.47 140.41 154.56 156.60 215.45
S & P Manufacturing-
Diversified 100 122.58 132.87 161.30 166.96 235.11
Industrials
MIL 100 103.66 100.59 115.68 141.58 242.65
The information which forms the basis for the graph above has been provided
by Standard & Poor's
Compustat, a division of McGraw-Hill.
Executive Compensation
The following table sets forth all cash compensation as well as certain
other compensation paid or accrued through March 8, 1996, 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, 1995, 1994 and 1993. Compensation
to be paid to C. William Zadel, as Chaiman, President and Chief Executive
Officer for the last nine months of 1996 is set forth in the paragraph
immediately following the footnotes to this table.
S u m m a r y C o m p e n s a t i o n T a b l e
<TABLE>
Annual Compensation * Long Term Compensation **
A w a r d s
Name and Principal Position Special Restricted Stock All Other
or Number in Group Year Salary(1) Bonus(2) Bonus(3) Stock Awards(4) Options(#)(5) Compensation(6)
<S> <C> <C> <C> <C> <C> <C> <C>
John A. Gilmartin 1995 $ 525,600 $427,050 $ 0 $ 0 45,000 $ 55,206
Chairman, President and 1994 700,000 18,200 190,000 0 70,000 72,287
Chief Executive Officer 1993 700,000 0 0 0 100,000 72,580
Hideo Takahashi 1995 $ 370,583 $151,407 $ 0 | $ 0 15,400 | 193,157
Vice President and. 1994 406,422 0 0(3) | 0 23,800 | 104,998
President, Nihon 1993 280,662 0 0 | 68,000 11,000 | 93,545
Millipore Ltd.
Geoffrey Nunes 1995 $ 285,718 $111,429 $ 0 $ 0 15,200 29,090
Senior Vice President, 1994 320,000 8,320 190,000 0 24,000 32,388
General Counsel 1993 320,000 0 0 0 37,000 32,950
Douglas B. Jacoby 1995 $ 249,996 $ 97,500 $ 0 0 17,800 25,026
Vice President 1994 249,996 6,500 190,000 0 26,200 21,288
1993 232,000 0 0 0 32,000 22,388
John E. Lary 1995 $ 195,516 $ 77,522 $ 0 $ 0 11,900 14,255
Vice President 1994 207,996 5,408 190,000 0 17,800 14,388
1993 200,000 0 0 52,000 10,000 13,848
</TABLE>
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 1995 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.
(1)Includes amounts deferred pursuant to Section 401(k) of the Internal Revenue
Code during the fiscal years specified. Amounts
set forth for Mr. Takahashi have been converted from local currency to U.S.
dollars based on the foreign currency exchange rate for
December 31 in each year of the years indicated.
(2)Amounts allocated in 1994 pursuant to the Corporation's Cash Profit Sharing
Plan, a bonus plan tied to Millipore's return on average total assets 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 1995. Key executives who
participate in the Incentive Plan are no longer eligible to participate in the
Cash Profit Sharing Plan. Amounts set forth for 1995 indicate amounts paid in
1996 under the Incentive Plan for the achievement of corporate performance and
personal goals in 1995.
(3) In connection with the divestitures of the Waters Chromatography and
Biosearch Divisions in 1994, and the related downsizing of corporate
infrastructure, the Board of Directors at its November meeting authorized the
payment of a bonus of $190,000 to each of the five individuals named in the
Table as well as three other key members of management, except for Mr.
Takahashi who received his bonus directly in shares of Common Stock
determined on an after-tax basis. 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. As a result of
this and other purchases, as of March 8, 1996, the five-named individuals own
outright Millipore Common Stock having a market value equal to approximately
6 times their 1995 average aggregate base cash compensation.
(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, 1995 the following executive officers held 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, 1995 ($41.125/share)): Mr. Takahashi 10,800
shares/$444,850 and Mr. Lary, 8,200 shares/$337,225. 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 1995" and "Compensation
Committee Report on Executive Compensation at Millipore"). Option holdings
have been adjusted to give effect to the 2-for-1 stock split effected in the
form of a 100% stock dividend declared in June 1995.
(6) Includes: (a) amounts contributed by the Company under its tax-qualified
defined contribution profit sharing plan to Messrs. Gilmartin, Nunes, Jacoby,
and Lary of $10,026 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 $815 to Mr. Lary; (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: $42,100;
$15,984; $11,920 and $3,414, to Messrs. Gilmartin, Nunes, Jacoby, and Lary,
respectively. Amounts included for Mr. Takahashi represent annual accruals
by Nihon Millipore Ltd. for a retirement allowance under the Nihon Millipore
Ltd. Retirement Plan. (See "Pension Plans" at p. 23).
Compensation of C. William Zadel:
On February 20, 1996, C. William Zadel was elected, effective April 1,
1996, Chairman of the Board, President and Chief Executive Officer of Millipore
Corporation. Mr. Zadel will be compensated during 1996 as follows: An Annual
Base Salary of $500,000; under the Millipore Management Incentive Plan a Target
Incentive of $250,000 (if the Company's target incentive goals are met for the
year) and a Stretch Incentive of an additional $250,000 (if the Company's
stretch incentive goals are met). The Base Salary and all incentives will be
pro-rated over the nine-month period commencing April 1, 1996. (See
"Compensation Committee Report on Executive Compensation at Millipore"). Mr.
Zadel also received (effective April 1, 1996),
a Restricted Stock award of 25,000 shares under the
Company's Long Term Restricted Stock (Incentive) Plan with a five-year vesting
period, subject to stockholder approval of the proposed Amendment to Millipore's
Long Term Restricted Stock (Incentive) Plan, see p. 23; and was granted an
option to purchase 120,000 shares of the Company's Common Stock, $1.00 Par
Value, having a Fair Market Value of $44.875 on the date of grant (February 20,
1996), under the Millipore Corporation 1995 Combined Stock Option Plan, subject
to stockholder approval of the proposed adoption of the Millipore 1995 Combined
Stock Option Plan, see p. 21 below. It is anticipated that the Company and
Mr. Zadel will enter into a separate "Supplemental Agreement" pursuant to which
Mr. Zadel will receive those benefits provided by the Retirement Plan and
Millipore Corporation
Participation and Savings Plan (a defined contribution profit sharing plan)
as if he met the eligibility requirements for those plans for that period of
time until he actually meets such requirements. In the event Mr. Zadel's
employment with the Company is terminated by the Board of Directors prior to
February 20, 1997, for any reason other than "cause" (narrowly defined), he will
receive one year's base compensation and the restrictions on his Restricted
Stock will be waived.
Stock Options Granted in 1995
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, $1.00 par value, subject to stock options granted under the
Millipore Corporation 1985 Combined Stock Option Plan ("1985 Plan") during the
period January 1, 1995-December 31, 1995, (ii) the percentage that each grant
represents of the total number of shares subject to stock options granted under
the 1985 Plan to all employees during the period; (iii) the exercise price; (iv)
the expiration date and (v) the potential realizable value of the options
granted assuming the market price of the underlying Millipore Common Stock
appreciates annually in value by the percentages indicated during the term of
the option (December 7, 1995 - December 7, 2005). Under the 1985 Plan, no
options may be granted to Directors who are not employees of Millipore.
Further, the 1985 Plan expired in December 1995 (see "Adoption of 1995 Combined
Stock Option Plan" at p. 29)
<TABLE>
Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation
I n d i v i d u a l G r a nt s (1) for Option Term (2)
% of Total Options Exercise or
Options Granted to Employees Base Price Expiration Exercise Price Exercise Price
Name Granted(#) in 1995 ($/Share) Date + 5%($61.329) + 10%($97.448)
<S> <C> <C> <C> <C> <C> <C>
John A. Gilmartin 45,000 12.2% $37.625 12/7/2005 $1,066,680 $2,692,035
Hideo Takahashi 15,400 4.2% $37.625 12/7/2005 $ 365,042 $ 921,274
Geoffrey Nunes 15,200 4.1% $37.625 12/7/2005 $ 360,301 $ 909,310
Douglas B. Jacoby 17,800 4.8% $37.625 12/7/2005 $ 421,931 $1,064,849
John E. Lary 11,900 3.0% $37.625 12/7/2005 $ 282,077 $711,893
Executive Officers 128,300 34.7% $37.625 12/7/2005 $3,041,223 $7,675,290
(7 persons, including
those listed above)(3)
All other employees 241,900 65.3% $37.625 12/7/2005 $5,733,997 $14,471,183
(approximately 290
persons excluding
those listed above)(3)
</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 1995
(date of option grant) - 2005 (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.
(3) Indicates number of shares subject to stock options granted to groups of
employees specified.
Aggregate Option Exercises in Fiscal Year 1995 and December 31, 1995 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 1995 and prior years under
the 1985 Plan (after giving effect to the 2 for 1 stock split effected in the
form of a 100% stock dividend declared in June 1995).
<TABLE>
Number of Value of Unexercised
Unexercised Options In the Money Options
at 12/31/95 at 12/31/95 (2)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($)(1) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
John A. Gilmartin 12,162 $154,182 518,500/ $12,532,719/
172,500 2,854,219
Hideo Takahashi 10,288 $143,068 66,290/ $ 1,558,838/
41,300 556,322
Geoffrey Nunes 5,004 $ 30,650 125,036/ $ 2,938,840/
60,950 1,026,137
Douglas B. Jacoby 35,260 $456,414 63,420/ $ 1,481,422/
60,450 951,072
John E. Lary 11,140 $140,204 35,600/ $ 824,191/
33,100 461,884
</TABLE>
(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 29, 1995 ($41.125 per share) and the exercise price
of the option.
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 and
earnings (which earnings are computed in the same manner as the cash
compensation amounts set forth in the Summary Compensation Table) with a
reduction in the benefit formula for less than thirty years of service.
Officers participate in the Retirement Plan on the same basis as other
Millipore employees. As of December 31, 1995 full years of credited service
under the Retirement Plan for certain officers were: Mr. Gilmartin - 16
years; Mr. Nunes - 19 years; Mr. Jacoby - 20 years and Mr. Lary - 12 years.
Mr. Takahashi is ineligible to participate in the Retirement Plan for U.S.
employees (see below).
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 1995
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:
Average Earnings During Five Estimated Annual Minimum Retirement
Highest Consecutive Years in Benefits for Indicated Years of Credited
Fifteen Years Prior to Retirement Service
15 20 25 30 (and more than 30)(1)
$125,000 25,329 33,789 42,199 50,659
$150,000 30,767 41,043 51,258 61,534
$175,000 36,204 48,297 60,316 72,409
$200,000 41,642 55,550 69,375 83,284
$225,000 47,079 62,804 78,434 94,159
$250,000 52,517 70,057 87,493 105,034
$300,000 63,392 85,565 105,611 126,784
$400,000 85,142 113,579 141,846 170,284
$450,000 96,017 128,086 159,964 192,034
$500,000 106,892 142,594 178,082 213,784
$550,000 117,767 157,101 196,200 235,534
$600,000 128,642 171,608 214,317 257,284
$650,000 139,517 186,115 232,435 279,034
$700,000 150,392 200,623 250,553 300,784
$750,000 161,267 215,130 268,671 322,534
$800,000 172,142 229,637 286,788 344,284
(1) There is no additional benefit payable under the Retirement Plan for
years of service in excess of 30.
Mr. Takahashi participates in the Nihon Millipore Directors Retirement
Plan (the "Nihon Retirement Plan") for certain members of senior management
(currently seven participants) of Nihon Millipore Ltd. Nihon Millipore Ltd.
accrues amounts annually based on a percentage of the participant's annual
salary. The Nihon Retirement Plan provides a basic retirement allowance for
participants based on factors including final monthly salary, length of
service and positions held within Nihon Millipore Ltd. during employment.
Payments are made in one lump sum upon retirement.
Executive Termination Agreements
Millipore entered into agreements with Messrs. Gilmartin, Nunes, Jacoby
and Lary, as well as two other executive officers, to provide them with
certain severance benefits in the event of an actual or impending "Change of
Control" of Millipore. 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 1995, the amounts payable to Messrs. Gilmartin, Nunes, Jacoby and Lary
would have been $1,400,000, $640,000, $499,992 and $415,992 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 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.
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 MARCH 8, 1996, 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.
Name Shares Beneficially Owned (1)(#) % of Class
Charles D. Baker 15,400 *
Samuel C. Butler 16,365 *
John A. Gilmartin 633,008 1.4%
Maureen A. Hendricks 332 *
Mark Hoffman 19,000 *
Douglas B. Jacoby 81,132 *
John E. Lary 57,256 *
Steven Muller 13,800 (2) *
Geoffrey Nunes 176,536 *
Thomas O. Pyle 20,782 *
John F. Reno 8,403 *
Hideo Takahashi 127,750 *
C. William Zadel 26,000 *
All Directors and Executive Officers
as a Group (14 persons including
those listed above) 1,250,637 (3)
*None of these officers or directors owns as much as 1.0% of Millipore Common
Stock.
#Shareholdings have been adjusted to give effect to the 2-for-1 stock split
effected in the form of a
100% stock dividend declared in June 1995.
(1) Included in the shares listed as beneficially owned are (i) shares
held in Deferred Compensation Accounts for four directors and 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, Muller and Pyle,
13,000 shares each; Mr.Butler 9,000 shares and Mr. Reno, 3,500 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, 518,500 shares; Mr.
Takahashi, 66,290 shares; Mr. Nunes, 125,036 shares; Mr. Jacoby, 63,420
shares and Mr. Lary 33,250 shares.
(2) Of shares shown as owned by Dr. Muller, 800 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 927,258 shares subject to acquisition by Directors and
Officers within 60 days through the exercise of stock options and 15,876
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. The foregoing aggregate figure represents
approximately 2.9% of the issued and outstanding stock on such date.
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.
APPROVAL OF PROPOSAL TO AMEND MILLIPORE'S RESTATED ARTICLES
OF ORGANIZATION TO INCREASE MILLIPORE'S AUTHORIZED CAPITAL
It is proposed to amend Millipore's Restated Articles of Organization to
increase Millipore's authorized capital from 80,000,000 to 120,000,000 shares
of Common Stock, $1.00 par value, as described below.
Currently Millipore's Restated Articles of Organization authorize the
issue of 80,000,000 shares of Common Stock. As of March 8, 1996,
approximately 43,800,000 shares of Common stock were issued and outstanding,
after giving effect to the 100% stock dividend paid by the Corporation on
July 21, 1995 to stockholders of record of Millipore Common Stock on June 23,
1995. In addition, an aggregate of approximately 5,800,000 shares has been
or will be reserved for issue under Millipore's various employee plans
(including the 1995 Combined Stock Option Plan and Long Term Restricted Stock
(Incentive) Plan described at pp 21-24).
In April 1988, Millipore's Board of Directors adopted a Shareholders
Rights Plan and declared a dividend granting to Millipore Stockholders for
each share of Common Stock, one share of Common Stock at a price of $80 (on a
post-dividend basis) for each share (the "Rights"). The purpose of the
Shareholders Rights Plan is to permit Millipore's Board of Directors to take
certain actions in opposition to potential or actual takeover proposals (such
as an unsolicited tender offer or share acquisition or exchange by a third
party) which it determines not to be in the best interest of Millipore
stockholders. The Rights are attached to and may only be traded with the
Company's Common Stock (including shares reserved under employee benefit
plans); and are not exercisable until an event occurs that triggers their
effectiveness. Until such date, the holder will have no rights as a
stockholder of Millipore including, without limitation, the right to vote or
receive dividends. The Rights will expire on April 28, 1998, unless redeemed
by the Company at an earlier date. The Company has no reason, at this time,
to anticipate any event giving rise to the issuance of additional shares
under the Shareholders Rights Plan. If such event occurred, however, there
would need to be sufficient additional shares reserved for issuance equal to
the number of shares of Millipore Common Stock then outstanding (including
shares reserved for issuance under Millipore's employee benefit plans). The
ability to issue additional shares could thus discourage unsolicited takeover
attempts which might be perceived as desirable by certain stockholders and
might also impede efforts by the proponents of such transactions to change
Millipore's Board or management
The Board of Directors has determined that it is advisable to increase
the number of authorized shares of Millipore Common Stock to 120,000,000
shares. The proposed increase in Millipore's capital will effect no change
in the voting powers, rights or privileges of Millipore's Common Stock. Each
share of Millipore Common Stock is entitled to one vote on all matters
submitted to stockholders. The Common Stock is entitled to receive dividends
when, as and if declared by the Board of Directors out of funds legally
available therefor. In the event of liquidation, dissolution or winding up
of the Company, the holders of Common Stock will share ratably in the net
assets of the Company. The Common Stock is not subject to redemption, has no
conversion or pre-emptive rights and is not entitled to cumulative voting for
the election of directors. Under Millipore's By-Laws the Board of Directors
is empowered to issue authorized but unissued shares of Common Stock.
Millipore Common Stock is traded on the New York Stock Exchange.
The authorization of an additional 40,000,000 shares of Common Stock
will provide Millipore with the flexibility to act promptly to raise
additional capital for use in Millipore's business, effect recapitalizations
or further stock splits or stock dividends, to continue its employee equity
incentive programs and to take advantage of investment and acquisition
opportunities that may arise in the future. The issue of such shares may be
through a public offering to raise capital or it may be to private parties in
consideration of cash, securities or other assets pursuant to negotiated
transactions. Millipore currently has no plans, understandings, agreements
or arrangements concerning the issuance of additional shares of Millipore
Common stock except for shares presently reserved for issuance under various
employees plans and the Millipore Shareholders Rights Plan. If any plans,
understandings, agreements or arrangements are made concerning the issuance
of any such shares, stockholders of then outstanding shares of Millipore's
Common Stock may or may not be given the opportunity to vote thereon,
depending on the nature of any such transactions, the law applicable thereto,
and the judgment of the Board of Directors regarding the submission thereof
to Millipore's stockholders. The Board of Directors believes that the
benefits of having the flexibility to issue shares without delay for any
business purpose outweigh the possible disadvantages of dilution and
discouraging unsolicited business combination proposals.
A favorable vote by stockholders who hold at least a majority of the
Common Stock of Millipore outstanding is required to approve the proposal to
amend Millipore's Restated Articles of
Organization to increase Millipore's authorized capital.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND MILLIPORE'S
RESTATED ARTICLES OF ORGANIZATION TO INCREASE MILLIPORE'S AUTHORIZED CAPITAL.
APPROVAL OF MILLIPORE CORPORATION 1995 COMBINED STOCK OPTION PLAN
Until December, 1995, Millipore had in effect the 1985 Combined Stock
Option Plan (the "1985 Plan") under which the grant to key employees of both
Non-Qualified Stock Options and Incentive Stock Options to purchase Millipore
Common Stock was authorized. The 1985 Plan provided that all options granted
thereunder were 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 or to reduce the price to not less than the fair market value of
Millipore Common Stock on the date of any such reduction. The 1985 Plan also
provided that all options granted thereunder expired not more than ten years
after the date of grant and that no options could be granted thereunder after
December 1995. At its meeting in December 1995, the Board of Directors
adopted the 1995 Combined Stock Option Plan (the "1995 Plan") and authorized
the reserve of 2,000,000 shares of Millipore Common Stock for issuance
thereunder, subject to approval of the stockholders at the Annual Meeting.
The terms of the 1995 Plan are substantially similar to those of the 1985
Plan and are fully described below.
Description of the 1995 Plan
Millipore has traditionally maintained stock option plans in effect so
that options to purchase shares of Millipore Common Stock may be granted to
key employees as an incentive benefit to give them a proprietary interest in
Millipore and thereby align their long-term interests with those of
Millipore's stockholders. The 1995 Plan provides for the grant of both Non-
Qualified Stock Options and Incentive Stock Options ("ISOs").
The 1995 Plan provides that all options granted thereunder 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 or to reduce
the price to not less than the fair market value of Millipore Common Stock on
the date of any such reduction. The fair market value shall be 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 date on which the option
was granted, 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 March 8, 1996 the fair market value for Millipore
Common Stock, as quoted on the New York Stock Exchange was $38.00. Options
can be exercised by delivery of cash or shares of Millipore having a fair
market value on the date of delivery equal to the full purchase price; or by
delivery to the Corporation or its designated agent of an executed
irrevocable option exercise form together with irrevocable instructions to a
broker-dealer to sell a sufficient portion of the shares and deliver the sale
proceeds directly to the Corporation to pay for the exercise price.
Incentive Stock Options and Non-Qualified Stock Options become
exercisable in annual cumulative increments of 25% commencing on the first
anniversary of the date of grant. Options granted under the 1995 Plan expire
no later than ten years after the date of grant. In the event of certain
corporate transactions or a change in 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," p. 17).
During the optionee's lifetime, options under the 1995 Plan are
exercisable only by the optionee. 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.
The 1995 Plan is administered by the Management Development and
Compensation Committee (the "Committee") of the Board of Directors, the
members of which are ineligible to participate therein. All members of the
Committee are considered "outside directors." Subject to review by the Board
of Directors, the Committee shall recommend as to the Chairman and the Chief
Executive Officer and shall approve management's recommendations as to those
other employees to whom options should be granted, the number of shares
covered by each option, the price per share (which may not be less than the
fair market value of Millipore Common Stock on the date of grant) and other
terms and conditions of each option. An employee of Millipore or any of its
subsidiaries, including an officer and a Director who is also an employee but
excluding Directors who are not employees, is eligible to receive options
under the 1995 Plan. The criteria for selecting employees eligible to
receive options to purchase shares under the 1995 Plan include compensation
guidelines as well as subjective factors, except that no employee may be
awarded options under the 1995 Plan in any fiscal year covering more than
500,000 shares of Millipore Common Stock.
The 1995 Plan authorizes the reserve for issuance of 2,000,000 shares of
Millipore Common Stock, subject to the approval of Stockholders at the 1996
Annual Meeting. Approximately 965,000 shares of Millipore Common Stock
remained reserved for issuance under the 1985 Plan at the time of its
expiration in December 1995. The shares so reserved will be transferred to
the 1995 Plan with the difference between the number of such transferred
shares and the 2,000,000 authorized by the 1995 Plan to be allocated out of
authorized but unissued or treasury shares. IN NO EVENT WILL THERE BE MORE THAN
2,000,000 SHARES RESERVED FOR ISSUANCE UNDER THE 1995 PLAN.
The 1995 Plan provides that, subject to shareholder approval, it shall take
effect on December 7, 1995 and shall continue until December 2005.
For information with respect to options outstanding under the 1985 Plan
and the number of shares granted to those employees selected in 1995 to
receive options under the 1985 Plan, see "Stock Options Granted in 1995" (p.
20).
Federal Tax Aspects of the 1995 Plan
In 1993, the Internal Revenue Code (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 shareholder approval of the 1995 Plan is to enable the Company to deduct
compensation that could exceed $1,000,000 (which includes the grant of
options to purchase shares of stock) if the conditions for deductibility are
otherwise met.
Millipore receives no consideration for the grant of stock options.
Under certain provisions of the Code, upon the exercise of Non-Qualified
Stock Options an optionee will recognize ordinary taxable income in the
amount of the excess of the fair market value of Millipore stock on the date
of exercise over the option price and Millipore will be entitled to a tax
deduction in the same amount. By contrast, there is no taxable income
realized by an optionee upon the exercise of an ISO. However, the amount by
which the fair market value of the shares purchased exceeds the ISO option
price will be an item of tax preference that may be subject to the
alternative minimum tax on tax preference items, depending upon the
optionee's individual tax situation. Due to the elimination of preferential
long-term capital gains tax rates, at the time of sale or other disposition
of such shares, the excess of the sale price over the ISO option price will
be taxable at ordinary income tax rates.
Reasons for the Adoption of the 1995 Plan
Management believes that the adoption of the 1995 Plan will enable
Millipore to continue its program of providing key employees an incentive
benefit to give them a proprietary interest in Millipore and thereby align
their long-term interests with those of Millipore's stockholders.
Stockholder approval of the 1995 Plan is necessary to continue the program of
granting stock options to certain executive officers as a means of aligning
their long-term interests with those of Millipore's Stockholders. In the
event Stockholder approval is not obtained, 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 approval of the 1995 Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE 1995 COMBINED STOCK
OPTION PLAN BY THE STOCKHOLDERS OF MILLIPORE.
APPROVAL OF AMENDMENT TO LONG TERM RESTRICTED STOCK (INCENTIVE) PLAN
Management proposes that stockholders approve an Amendment to the Long
Term Restricted Stock (Incentive) Plan ("Restricted Stock Plan") adopted by
the Millipore Board of Directors in December, 1995. This Amendment extends
the period during which awards may be made subject to the Restricted Stock
Plan until May 1, 2000. THE NUMBER OF SHARES AVAILABLE FOR GRANT UNDER THE
RESTRICTED STOCK PLAN IS NOT BEING INCREASED.
Description of the Restricted Stock Plan
Millipore has long believed that it is in the best interests of its
stockholders to adopt incentive compensation programs which align
management's interests with those of stockholders and which also help attract
and retain key members of senior management who are in a position to make
substantial contributions to the successful conduct of Millipore's business
and affairs. To this end, the Restricted Stock Plan has been in effect since
its initial adoption by stockholders in 1990. At the Annual Meeting in 1990,
Stockholders approved the amendment of the Restricted Stock Plan to extend
its term until May 1, 1995.
Under this plan certain key employees are awarded shares of Restricted
Stock. "Restricted Stock" refers to stock issued by Millipore whereby the
employee is required to return the stock to Millipore if, within a specified
period (usually 4 years), the employee's employment with Millipore should
cease for any reason other than death, disability or retirement. During the
pendency of such restrictions, the employee is entitled to receive dividends
and to vote the Restricted Stock.
The Restricted Stock Plan provides that no awards may be granted beyond
May 1, 1995, without prior stockholder approval. At its meeting on December
7, 1995, the Board of Directors adopted an amendment to the Restricted Stock
Plan to extend the period during which such awards may be granted until May
1, 2000 and subsequently granted awards for a total of approximately 37,700
shares to approximately 12 key employees eligible to receive awards under the
Restricted Stock Plan, subject to stockholder approval. Executive Officers
who participate in the Management Incentive Plan are not eligible to
participate in the Restricted Stock Plan, except for Mr. Zadel who received
an award of 25,000 shares of Restricted Stock upon his election as President
and CEO (effective April 1, 1996) and Messrs. Lary and Takahashi who received
awards of Restricted Stock in 1993, prior to becoming corporate officers.
Stockholders are being asked to approve the amendment to extend the
period (until May 1, 2000) during which awards of Restricted Stock may be
granted in order that Management may continue its program of attracting and
retaining certain key members of senior management who are in a position to
make substantial contributions to the successful conduct of Millipore's
business.
1,000,0000 shares of Millipore Common Stock have been reserved for
issuance of awards under the Restricted Stock Plan (after giving effect to
the stock dividends declared in 1986 and 1995). As of March 8, 1996,
approximately 102,000 shares remain available for issuance under the
Restricted Stock Plan, subject to stockholder approval of the amendment to
the Restricted Stock Plan. All shares awarded will be paid from authorized
(but unissued) shares, or Treasury Shares. Shares which are awarded and
later re-acquired by Millipore pursuant to the forfeiture provisions of the
Restricted Stock Plan will once again become available for award. As of
March 8, 1996, the market value for Millipore Common Stock, as quoted on the
New York Stock Exchange, was $38.00 per share.
The Restricted Stock Plan is administered by the Management Development
and Compensation Committee of the Board of Directors who are not eligible to
participate. All members of the Committee are considered "outside
directors". Awards are granted annually by the Committee out of a pool of
Restricted Stock, the size of which is determined by reference to Millipore's
performance, to those key members of senior management whose role and
contribution is deemed critical to Millipore's success. The Restricted Stock
Plan also allows the Committee to make special awards of Restricted Stock
from time to time to a limited number of key executives, in order to
encourage such key executives to become and remain more substantial
stockholders of Millipore, and to waive the restrictions if they deem it
appropriate to do so.
The Board of Directors has the power to amend, suspend, or discontinue
the Restricted Stock Plan except that without stockholder approval it may not
withdraw administration of the Restricted Stock Plan from the Committee;
permit any member of the Committee to participate in the Restricted Stock
Plan; increase the number of shares authorized by the Restricted Stock Plan
for awards (except as the result of adjustments by reason of certain
corporate changes or changes in the capitalization of Millipore); extend the
period for granting awards under the Restricted Stock Plan beyond May 1,
2000, or impair the rights of any grantee with respect to any outstanding
award except in accordance with its terms and conditions.
Reasons for the Amendment to the Restricted Stock Plan
As noted above, the Restricted Stock Plan will enable Millipore to
continue its program of using equity incentives as a vehicle for encouraging
key members of senior management to identify with Millipore's long term
goals. By increasing senior management's equity participation in Millipore,
their interests will be more closely aligned with those of Millipore's
stockholders and this will assist Millipore in retaining highly qualified
members of senior management. In the event that stockholder approval is not
obtained, Management will consider the vote and the reasons therefor and 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 approval of the Amendment to
the Restricted Stock Plan.
The Board of Directors recommends a vote FOR adoption of the Amendment
to the Long Term Restricted Stock (Incentive) Plan by the Stockholders of
Millipore.
Other Principal Holders of Millipore Common Stock
As of March 8, 1996, 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:
Amount and nature
Name and address of beneficial Percent
of beneficial owner ownership of class
FMR Corp. 2,527,767 (1) 5.67%
82 Devonshire Street
Boston, MA 02109
____________________
(1) FMR Corp. through its subsidiaries Fidelity Management & Research Company
and Fidelity Management Trust Company (beneficial owners of 1,527,917 and
999,850 shares, respectively, of Millipore Common Stock), has sole dispositive
power with respect to all such shares; sole voting power with respect to
666,850 shares.
The foregoing information is based upon Schedule 13G reports filed with
the Securities and Exchange Commission by the above beneficial owners in
February, 1996.
ACCOUNTANTS
Since 1970, Coopers & Lybrand L.L.P. ("Coopers & Lybrand"), independent
public accountants, have reported on Millipore's annual financial statements.
It is expected that the Audit and Finance Committee will meet later in the year
to recommend to the Board of Directors the firm that will act as Millipore's
independent public accountants for fiscal 1996. At the same time the Audit
and Finance Committe is expected to review the nature and scope of the services
to be performed for Millipore by that firm.
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 1995 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 1997 Proxy Statement is November 12, 1996. 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, 1995, 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 15, 1996
MILLIPORE YOUR PROXY CARD IS ATTACHED BELOW
YOUR VOTE IS IMPORTANT
Regardless of whether you plan to attend the Annual Meeting of Shareholders,
you can be sure your share are represented at the meeting by returning your
proxy card in the enclosed envelope.
MILLIPORE CORPORATION
Annual Meeting of Stockholders April 18, 1996
P
R
O
X
Y
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 18, 1996 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 in
respect of said meeting are hereby revoked.
(Continued on reverse side) SEE REVERSE
SIDE
Milllipore Corporation Proxy
Please mark votes as in this example
This proxy is solicited on behalf of the Board of Directors and unless
otherwise specified in the boxes
provided, this proxy will be voted IN FAVOR of all nominees, FOR proposals 2,
3 and 4, and in the
discretion of the named proxies as to any other matter that may come before
the meeting.
1. Election of directors
The undersigned GRANTS authority to elect as directors
the following nominees:
Nominees: Charles D. Baker, Maureen A. Hendricks, Thomas O. Pyle
C. William Zadel
FOR ALL Nominees WITHHELD
From ALL
Nominees
______________________________________
For ALL nominees EXCEPT as noted above
FOR AGAINST ABSTAIN
2. Adoption of the Amendment to Millipore's Restated
Articles of Organization
3. Adoption of the Millipore Corporation 1995 Combined
Stock Option Plan
4. Adoption of an Amendment to the Millipore
Corporation Long Term Restricted Stock (Incentive) Plan
MARK HERE
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
Please sign exactly as name appears hereon.
Joint Owners should each sign. When signing as
attorney, executor, administrator, trustee or guardian,
please give full title as such.
Signature______________________Date_____________
Signature______________________Date_____________
MILLIPORE CORPORATION 1995 COMBINED STOCK OPTION PLAN
1. PURPOSES OF THE PLAN
This Plan is intended to advance the interests of Millipore
Corporation (the "Corporation"), its subsidiaries and all its stockholders
by providing that those employees who are responsible for the management
and growth of the business of the Corporation and who are making and can
continue to make substantial contributions to the success of that
business, may acquire a stock ownership in the Corporation, thus
increasing their proprietary interest in the business, providing them with
greater incentive and encouraging their continued service. Accordingly,
the Corporation will grant to such employees as may be selected in the
manner hereinafter provided, options to purchase shares of Common Stock of
the Corporation subject to the conditions hereinafter provided.
This Plan is also intended to qualify for the performance-
based compensation exception provided in Section 162(m) of the
Internal Revenue Code of 1986 (the "Code").
2. TYPE OF OPTIONS AVAILABLE UNDER THIS PLAN
Subject to the conditions hereinafter provided, two types of options
are to be available under this Plan. They are in name, "Incentive Stock
Options" and "Non-Qualified Stock Options."
3. STOCK SUBJECT TO THE PLAN
Subject to the provisions of the next succeeding paragraph, the
aggregate number of shares of common stock issued under stock options that
may be granted under this Plan shall not exceed 2,000,000 shares of the
common stock ($1.00 par value) of the Corporation.
If, prior to December 7,2005, an option granted under this Plan shall
expire or terminate for any reason without having been exercised in full,
the unpurchased shares shall (unless this Plan shall have been terminated)
become available for options to other employees.
The shares to be issued upon exercise of options granted under this
Plan shall be made available, at the discretion of the Board of Directors,
either from the authorized but unissued shares of common stock of the
Corporation or from the shares of common stock re-acquired by the
Corporation, including shares purchased in the open market.
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Management Development
Committee of the Board of Directors of the Corporation which shall consist
of at least three members (the "Committee"), and which shall be appointed
by the Board and serve at its pleasure. To the extent required to
preserve qualification of the Plan under Rule 16b-3 of the Securities
Exchange Act of 1934 (the "1934 Act") or Section 162(m) of the Code, or
any successor provisions, members of the Committee shall be ineligible to
participate in the Plan.
Subject to review by the Board of Directors, the Committee from time
to time shall recommend as to the Chairman and the Chief Executive Officer
and shall approve management's recommendations as to those other employees
to whom options are to be granted under the Plan, the number of shares,
the purchase price per share and the other terms and conditions of each
such option. Upon appropriate action by the Committee, stock options
shall be granted upon the terms and conditions set forth in the Plan and
such additional terms and conditions not inconsistent therewith as the
Committee may require.
5. PRICE
The purchase price per share of stock provided in each option shall
not be less than the fair market value of the stock at the time the option
is granted, nor less than the then par value thereof. The fair market
value shall be defined as the closing price for the Corporation's stock on
the New York Stock Exchange as reported on the composite tape on the last
business day prior to the date on which the option was granted, 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.
6. ELIGIBILITY OF OPTIONEES
Options will be granted only to persons who are employees of the
Corporation or of a wholly-owned subsidiary of the Corporation. No
employee who, at the time the option is granted, owns stock possessing
more than 10 percent of the total combined voting power of all classes of
stock of Millipore or any of its subsidiaries will be eligible to receive
an Incentive Stock Option under this Plan. The term "employees" shall
include officers as well as other employees of the Corporation and its
subsidiaries. No member of the Board of Directors who is not also an
employee shall be eligible to receive an option under this Plan.
No Participant may be awarded options under the Plan in any fiscal
year covering more than 500,000 shares. For purposes of the preceding
sentence, to the extent required for continued qualification of awards
under Section 162(m) of the Code, the repricing of an option shall be
treated as a new grant. In the case of optionees subject to Section 16(b)
of the 1934 Act, the Plan shall be construed and administered in all
respects consistent with the intent that the Plan be qualified under Rule
16b-3 promulgated under the 1934 Act, including any successor rule.
7. TERMS AND CONDITIONS OF OPTIONS
Subject to the provisions of this Plan, the Committee shall have
power: (a) to select the employees to be granted options (it being
understood that more than one option may be granted to the same person);
(b) to determine the number of shares subject to each option; (c) to
determine the type of option to be granted to each employee; (d) to
determine the time or times when the options will be granted; (e) to
determine the option price of the shares subject to each option, which
price shall not be less than the minimum specified in Section 5 of this
Plan; (f) to determine the time or times when each option may be exercised
within the limits stated in this Plan; (g) to establish the terms of any
restrictions applicable to shares of Common Stock issuable upon exercise
of options granted under the Plan; and (h) to prescribe the form, which
shall be consistent with this Plan, of the instruments evidencing any
options granted under this Plan. Options may also contain other
provisions, which shall not be inconsistent with any of the foregoing
terms, as the Committee shall deem appropriate. No option, however, nor
anything contained in the Plan shall confer upon any optionee any right to
continue in the Corporation's employ or limit in any way the Corporation's
right to terminate his employment at anytime. In no event shall the loss
of profit or potential profit in any option constitute an element of
damages in the event of termination of the employment relationship of the
optionee, even if the termination is in violation of an obligation of the
Corporation or any of its subsidiaries.
Each Incentive Stock Option granted under this Plan shall be granted
within 10 years of the adoption of this Plan by the Board of Directors or
its approval by the shareholders, whichever is earlier.
Each option granted under this Plan shall terminate not later than
ten years after the date on which it was granted. The Board of Directors
may, in its discretion, prescribe a shorter period for any individual
option or options.
In addition to the other terms and conditions for Non-qualified
Options set forth in this Plan, each Incentive Stock Option granted under
this Plan shall be subject to the following conditions:
a) The option will be a separate instrument bearing the heading
"Incentive Stock Option".
b) Each option, by its terms, will commit the optionee to inform
the Corporation in writing of any disposition of shares (acquired by him
under the option) prior to two years from the date of grant or one year
from the date of exercise.
An employee electing to exercise an option shall give written notice
to the Corporation of such election and of the number of shares he has
elected to purchase, the type of option he is exercising (Incentive Stock
Option or Non-Qualified Stock Option), and shall at the time of purchase
tender the full purchase price either in (a) cash or certified check or by
bank draft in U.S. dollars, or (b) shares of Millipore Common Stock having
a fair market value (as that term is defined in Section 5) on the date of
delivery equal to the full purchase price. Until the employee has made
such payment, by any of these means, and has had issued to him a
certificate or certificates for the shares so purchased, he shall possess
no stockholder rights with respect to any such share or shares. Payment
may also be made by delivery (including by FAX) to the Corporation or its
designated agent of an executed irrevocable option exercise form together
with irrevocable instructions to a broker-dealer to sell a sufficient
portion of the shares and deliver the sale proceeds directly to the
Corporation to pay for the exercise price.
The Corporation's obligation to deliver shares upon the exercise of
any option (or cash in lieu thereof as provided below) shall be subject to
any applicable Federal, State and local tax withholding requirements.
8. CAPITAL CHANGES
This Plan shall continue (unless specifically terminated)
notwithstanding changes of the shares of common stock of the Corporation
($1.00 par value) into, or any exchange of them for, a different number
and/or kind of shares of stock of this Corporation. It is intended that
options granted thereunder shall continue notwithstanding any such changes
or exchanges and notwithstanding any changes or exchanges of such shares
into or for shares of another corporation which succeeds to the business
of the Corporation or becomes related to it, whether or not such change or
exchange results from a recapitalization, split-up, corporate merger,
reorganization, consolidation or separation, acquisition of property for
stock, stock dividend, issuance of stock rights, liquidation or otherwise.
In the event of such a change or exchange, to carry out such intention, an
appropriate adjustment shall be made in the total number of shares
authorized under Section 3 and the annual Section 162(m) limit under
Section 6 and the purchase price of same with respect to options
theretofore granted, provided that an optionee shall not be given
additional benefits which he did not have under the old option before such
adjustment, substitution or assumption and provided further that the
excess of the aggregate fair market value of the shares subject to option,
over the aggregate option price, is not increased, but the option shall
not become exercisable as to a fractional share. Subject to the foregoing
limitations the terms of any such adjustment shall be determined by the
Board of Directors and such determination made in good faith shall be
final, provided that if another corporation assumes the option or
substitutes another option its determination of the terms shall be final.
9. NON-ASSIGNABILITY AND NON-TRANSFERABILITY OF OPTIONS
No Incentive Stock Option and, except to the extent permitted under
Rule 16b-3, no non-qualified stock option granted under the Plan shall be
assignable or transferable by the optionee other than to the Corporation
except by his last will and testament, or by the laws of descent and
distribution, and such option shall be exercised during his lifetime only
by the optionee.
10. TERMINATION OF ASSOCIATION
If and when an optionee shall cease to be an employee of the
Corporation (or a subsidiary), any option granted to him under this Plan
shall, except as otherwise provided in this Section 10, terminate
immediately. Notwithstanding the foregoing, an optionee shall not be
considered to have ceased employment during any period in which the
optionee is receiving severance benefits in the form of salary
continuation. During such period, an option will be exercisable to the
extent it would have been exercisable had the optionee remained in the
employ of the Corporation.
The Committee may provide for an optionee a special exercise period
which will apply if his employment terminates due to retirement at normal
retirement age (as defined in the Corporation's Retirement Plan) or he
terminates his employment earlier with consent of the Corporation. The
special exercise period will begin on the date of termination of
employment and end on the date specified by the Committee, but in no event
later than the earlier of the expiration date of the option or the fifth
anniversary of the date of termination of employment. During such period
the option will be exercisable to the extent it would have been
exercisable had the optionee remained in the employ of the Corporation.
Any question whether or when an optionee has retired or terminated his
employment with the consent of the Corporation shall be determined by the
Committee, and its determination shall be final.
If an optionee dies while employed by the Corporation (or a
subsidiary) or during a special exercise period provided under this
Section 10, his option may be exercised in accordance with Section 11.
Notwithstanding any provision contained herein, the Corporation shall
have the right, but shall not be required, to repurchase from any employee
who terminates his employment without the consent and approval of the
Corporation, within six months of the exercise of any option, the shares
of the Corporation's Common Stock so purchased by said employee at their
original price (or exercise) price.
11. DEATH OF OPTIONEE
Should an optionee die while in the employ of the Corporation (or a
subsidiary), or within a special exercise period provided to him under
Section 10, any option held by him at death may be exercised by his
estate, or by the person or persons designated in his last will and
testament, as follows: In the case of death during employment, each option
will be exercisable until the earlier of the first anniversary of his
death and the original expiration date of the option to the extent the
option was exercisable by the optionee at the time of death. In the case
of death during a special exercise period, each option will be exercisable
during the remainder of such period to the extent it would have been
exercisable had the employee lived.
12. ADOPTION OF OUTSTANDING OPTIONS OF ACQUIRED COMPANIES
The Board of Directors of the Corporation may assume as Options under
this Plan outstanding options of acquired companies (whether issued
pursuant to an appropriately authorized and adopted stock option plan or
not) provided that the option or options thus assumed will be amended so
that they are on terms and conditions that would have been permitted as an
Option granted under this Plan as of the original date of grant by the
acquired corporation. Such Options as adopted may provide for pro rata
changes in exercise prices and in number of shares covered by the option
to reflect the exchange ratio involved in any acquisition in which common
stock of this Corporation is issued to holders of common stock of the
acquired corporation.
13. AMENDMENTS TO THE PLAN
The Board of Directors of the Corporation or the shareholders may
terminate or amend the Plan in any respect at any time, except that (a) no
action of the Board or the shareholders may impair an optionee's rights
under any outstanding option without his consent, and (b) without the
approval of the shareholders, the total number of shares that may be sold
under the Plan may not be increased (except by adjustment pursuant to
Section 8), the provisions of Section 6, regarding eligibility and award
limitations under Section 162(m) of the Code, may be not be modified, the
purchase price at which shares may be offered pursuant to options may not
be reduced (except by adjustment pursuant to Section 8) and the expiration
date of the Plan may not be extended. The Committee may at any time amend
any outstanding option (including without limitation by reducing the
option price) or grant new options in substitution for canceled options;
provided that without the approval of shareholders: (i) no amendment or re-
grant shall operate to exceed the award limitations of Sections 3 or 6;
(ii) no amendment or re-grant of an option hereunder shall be effective
unless the terms of the amended or re-granted option would have been
permissible under the Plan if part of an option newly granted as of the
date of the amendment or re-grant; and (iii) no such amendment of an
outstanding option shall be effective to impair the rights of the
optionee, without the optionee's consent.
14. APPLICATION OF FUNDS
The proceeds received by the Corporation pursuant to options granted
under this Plan will be used for general corporate purposes.
15. EFFECTIVE DATE OF THE PLAN
This Plan shall be submitted to the shareholders of the Corporation
at the annual meeting in 1996 and, if approved by the shareholders, shall
thereupon become effective retroactively to the date of its adoption by
the Board of Directors.
16. TERMINATION DATE OF THE PLAN
This Plan shall terminate 10 years from the date this Plan is adopted
by the Board of Directors (December 7, 1995), unless another earlier time
is prescribed by the Board of Directors.
10
MILLIPORE CORPORATION
LONG TERM RESTRICTED STOCK (INCENTIVE) PLAN
FOR SENIOR MANAGEMENT
(As amended through December 7, 1995)
1. Purpose - The Purpose of the Long Term Restricted
Stock (Incentive) Plan (the "Plan") is to promote the
interests of the Company and its shareholders by providing
additional incentive and reward (which will also enable them
to increase their equity ownership in the Company) to those
members of senior management of the Company who are in a
position to contribute materially to its success, as well as
to aid the Company in attracting and retaining such senior
executives.
2. Definitions - The following terms, when used in this
Plan, shall have the following meanings:
2.1 Incentive Awards - The number of shares of
Restricted
Stock of the Company awarded to each Participant in
accordance
with the terms and conditions of this Plan, which shall
(a) fully reflect the compensation, responsibilities,
performance level and contribution of the Participant and
the
Company's performance, and (b) be competitive with
those long
term incentive compensation payments made by comparable
growth-oriented companies.
2.2 Special Awards - The number of shares of Restricted
Stock
of the Company awarded only to certain selected key
members
of senior management who are Participants, and whose
equity
position in the Company should, in the opinion of the
Committee, be substantially increased to more fully reflect
his contribution to the future growth and profitability
of
the Company.
2.3 Restricted Stock - Authorized and unissued or
Treasury
shares of common stock par value $1.00 per share of the
Company, which are issued to Participants either as
Incentive
or Special Awards, and which carry the restrictions
described
in Section 9 below.
2.4 Company - Millipore corporation and all existing
and
future subsidiaries.
2.5 Committee - The Management Development and
Compensation
Committee of the Board of Directors which shall be
comprised
of such members of the Board as shall be from time to
time
appointed thereto.
2.6 Participant - A key member of the Senior Management
of
the Company in a principal position of responsibility
and
thus in a position to make a substantial contribution
to the
profits, growth and success of the business of the
Company,
who has been selected from time to time by the
Committee to
participate in the Plan.
2.7 Restricted Period - A period of four years, over
which
the Incentive Awards (Restricted Stock) granted under
this
Plan are to vest, i.e., become free of the restrictions
described in Section 9 below.
2.8 Restricted Stock Pool - The number of shares of
Restricted Stock of the Company to be set aside
annually
for the grant of Incentive and Special Awards in that
year.
2.9 Average Growth in Earnings Per Share - In the year
the
determination is made is the average of (i) the
projected
growth in earnings per share for the current year, (ii)
the
actual growth in earnings per share in the prior year,
and
(iii) the actual growth in earnings per share in the
penultimate year.
2.10 Net Income - The net income of the Company for the
prior
year as reported by the Company in its Annual Report to
Stockholders.
3. Stock Subject to the Restricted Stock Incentive Plan
- - The
maximum aggregate number of shares of Restricted Stock which
may be awarded under the Plan shall be 250,000 (adjusted to
500,000 to reflect the 100% stock dividend in 1986; and
further adjusted to 1,000,000 to reflect the 100% stock
dividend in 1995). There shall be no limit on the number of
shares of Restricted Stock which may be awarded to any one
employee. Shares awarded under the Plan which are forfeited
and returned to the Company in accordance with the terms of
the Plan shall, in determining the number of shares which
may thereafter be awarded, be regarded as not having been
previously awarded. Shares of Restricted Stock awarded
under the Plan shall be authorized but unissued shares or
shares reacquired by the Company (Treasury Shares) including
shares purchased in the open market and shares forfeited and
returned to the Company in accordance with the Plan, but in
each and every instance they shall bear the restrictions set
forth in clause 9.2 of Section 9 below.
4. Administration - The Plan shall be administered by
the Committee which shall have full and exclusive power and
authority to interpret and administer the Plan, to adopt and
amend rules and regulations and to establish terms and
conditions, not inconsistent with the provisions of the
Plan, for its administration and implementation. To the
extent required to preserve qualification of the Plan under
Rule 16b-3 of the Securities Exchange Act of 1934 (the "1934
Act"), members of the Committee shall be ineligible to
participate in the Plan.
5. Participation -
5.1 Only Participants, as defined above, may receive
Awards
under the Plan.
5.2 Directors as such shall not participate in the
Plan, but
the fact that an employee is also a Director of the
Company
shall not prevent his participation.
5.3 The selection of any person for participation in
the Plan
in any year shall not give such Participant any right
to be
selected in any other year or to be retained in the
employ of
the Company.
5.4 The Plan shall not be deemed to preclude other
compensation plans which may be in effect from time to time.
5.5 In the case of Participants subject to the short-
swing
profit provisions of Section 16(b) of the 1934 Act, the
Plan shall be construed and administered in all
respects consistent with the intent that the Plan be
qualified under Rule 16b-3
of the 1934 Act, including any successor rule.
6. Determination of Number of Shares in Pool - The
Committee shall once a year determine the number of shares
of Restricted Stock to be placed in that year's Restricted
Stock Pool. Such number of shares shall be determined by
reference to a matrix (prepared annually) which shall have
on one axis Average Growth in Earnings Per Share and on the
other Net Income.
7. Grant of Incentive Awards - The Committee shall from
time to time, but no more than once a year, except with
respect to newly-hired employees, select, based on the
recommendations of the Chairman and the President, the
Participants who shall be granted an Incentive Award and the
number of shares of Restricted Stock to be awarded
thereunder. The Incentive Awards shall be made in
accordance with such guidelines as the Committee may from
time to time adopt.
8. Grant of Special Awards - The Committee may from
time to time, based on the recommendation of the Chairman
and President, grant a Participant a Special Award in a
number of shares similarly determined.
9. Terms and Conditions of Awards -
9.1 No share of Restricted Stock granted as an
Incentive
Award or a Special Award under this Plan (and the right
to
vote such shares and to receive dividends thereon) may
be
sold, assigned, transferred exchanged, pledged,
hypothecated
or otherwise encumbered, except as herein provided, for
the
period from the date of the grant of the Incentive or
Special
Award (the "Restricted Period") (which shall be four
years),
and no such sale, assignment, transfer, exchange,
pledge,
hypothecation or encumbrance, whether made or created
by
voluntary act of the Participant or any agent of such
Participant or by operation of law, shall be recognized
by,
or be binding upon, or shall in any manner affect the
rights
of the Company. Notwithstanding the foregoing, and
except as
otherwise provided in the Plan, the Participant shall,
during the Restricted Period, have all of the other
rights of a
stockholder with respect to the shares awarded to such
Participant, including, but not limited to, the right
to
receive such dividends as may be declared on such
shares and
to vote (in person or by proxy) such shares at any
meeting of
the stockholders of the Company. The Committee shall
have
the power ("Release Acceleration Powers") to permit, in
its
sole discretion, an acceleration of the applicable
Restricted
Period with respect to any part or all of the shares
awarded to a Participant.
9.2 Receipt of an Incentive or Special Award shall be
subject
to the execution of a written agreement (the
"Agreement")
between the Company and the Participant, which shall
set
forth the number of shares awarded, the Restricted
Period,
and such other terms and conditions including
compliance with
federal and state securities laws, methods of
withholding, or
providing for the payment of required taxes, as the
Committee
shall specify. Each certificate issued in respect of
shares
awarded to a Participant under the Plan shall be
deposited
with the Company or its designee and, at the option of
the
Company shall bear the following legend:
"This Certificate and the shares of stock represented
hereby
are subject to the terms and conditions (including
forfeiture
and restrictions against transfer) contained in the
Millipore
Corporation Long Term Restricted Stock (Incentive) Plan
and
an Agreement entered into between the registered owner
and
Millipore Corporation, a copy of each of which is on
file
in the Office of the Treasurer of Millipore
Corporation,
Bedford, Massachusetts."
9.3 If the employment of a Participant with the Company
shall
terminate prior to the expiration of the Restricted
Period
applicable to any Incentive or Special Award for any
reason
other than (i) death, (ii) disability (as the same may
be
defined by the Committee or, in the absence of such
definition, as the same may be defined under the
regulations
pursuant to the Federal Social Security Act), or (iii)
retirement on or after such Participant's normal
retirement
date, or (iv) early resignation, with the consent of
the
Committee, then all shares awarded under that Incentive
Award
shall be forfeited to the Company, and the Participant
shall
have no further rights or interest in such shares or
certificates. Termination of employment of a Participant
shall, for purposes of the Plan, be deemed to have occurred
as of the date it is recorded in the Company's books in
accordance with its then prevailing practices and
procedures.
9.4 If the employment of a Participant with the Company
shall
terminate by reason of any of the occurrences set forth
in
subclause (i), (ii), or (iii) of clause 9.3 of this
Paragraph, the Restricted Period to which any shares of
such
Participant are subject shall be deemed to have expired
as to
such shares as of the date of any such occurrence.
9.5 If a Participant shall, on or before the date of
termination of employment, have requested in writing to
the
Committee of the Company that the benefits of the
Release
Acceleration Powers under clause 9.1 of this Paragraph
be
extended to such Participant and such Participant's
Restricted Stock, then during the period from the date
of
termination of such Participant's employment to the
date on
which a determination shall have been made by the
Committee
to grant or not to grant such request, such Restricted
Stock
shall be in "Suspension" and shall be subject to all
the
restrictions of the Plan regardless of any intervening
expiration of the Restricted Period originally
applicable to
such Restricted Shares.
9.6 Shares of Restricted Stock shall be released from
all of
the forfeiture provisions of the Plan upon expiration
of the
applicable Restricted Period, whether by lapse of time
or by
any waiver or acceleration of the expiration of such
Period
as provided herein, or as a result of any of the
occurrences
set forth in subclauses (i), (ii), or (iii) of clause
9.3 of
this Paragraph. The Company shall, prior to delivery
to such Participant or his or her legal representative of
the certificate or certificates free of the legend provided
for in clause 9.2 of this Paragraph, retain shares
sufficient to satisfy the Participant's federal, state and
local tax withholding requirements.
10. Changes in Capitalization and Reorganization
- -
10.1 In the event of any change in, reclassification or
subdivision or combination of, stock dividend on, or
exchange
of stock of the Company for the outstanding Common
Stock of
the Company (collectively, "Change in Capitalization"),
the
maximum number of shares available for Incentive and
Special
Awards under the Plan, shall be appropriately adjusted
by the
Committee. Any securities received by a Participant as
a
result of any Change in Capitalization still subject to
the
restrictions and prohibitions imposed by the Plan
and/or the
Agreement, and any certificates for such securities,
shall be
deposited with the Company, or its designee and, except
as
the Committee may otherwise determine, shall be subject
to
the same restrictions, terms and conditions under the
Plan
and/or the Agreement as shall have been applicable to
such
shares on the effective date of the Change in
Capitalization.
10.2 If control of the Company should change as the
result of
any tender offer, market purchase program, merger,
consolidation, sale of assets, proxy contest or
otherwise,
then the Restricted Period shall terminate forthwith.
10.3 If the Company shall be consolidated or merged
with
another company and control shall not change, then each
Participant who has an outstanding Incentive or Special
Award
hereunder which at the time is subject to any
restrictions
under the Plan and/or the Agreement shall deposit with
the
Company, or its designee, the securities and other
property
which such Participant is entitled to receive by reason
of
such Participant's ownership of the shares subject to
such
restrictions and such securities and other property
shall,
except as the Committee may otherwise determine, be
subject
to the same restrictions, terms and conditions, under
the Plan
and/or Agreement as shall have been applicable to such
shares
on the effective date of such consolidation or merger.
11. Effective Date, Termination and Amendment of the
Restricted Stock (Incentive) Plan -
11.1 No Incentive or Special Awards shall be granted
under
the Plan after May 1, 2000 (the "Plan Expiration Date")
but
any then current restrictions applicable to any
Incentive or
Special Awards theretofore granted shall extend beyond
that
date in accordance with their provisions.
11.2 The Board of Directors may, from time to time and
at any
time, terminate, suspend, modify, alter or amend the
Plan,
except that, subject to the provisions of Paragraph 11,
no
modification, alteration or amendment shall, without
shareholder approval, withdraw administration of the
Plan
form the Committee, permit any member of the Committee
to
participate in the Plan.
12. Miscellaneous -
12.1 The Plan does not, directly or indirectly, create
any
right for the benefit of an employee or class of
employees to
receive any Incentive or Special Awards under the Plan
or
create in any employee or class of employees any right
with
respect to continuation of employment by the Company,
and it
shall not be deemed to interfere in any way with the
Company's right to terminate, or otherwise modify, an
employee's employment at any time. In no event shall the
loss of profit or potential profit in any Incentive
Award constitute an element of damages in the event of
termination of the employment relationship of the
Participant, even if the
termination is in violation of the obligation of the
Corporation or any of its subsidiaries.
12.2 The grantee of an Incentive or Special Award shall
not,
with respect to such Award, be deemed to have become a
Participant or to have any rights with respect to such
Award
until and unless such grantee shall have executed an
Agreement
and delivered a fully executed copy thereof to the
Company as
provided in clause 9.2 of Paragraph 9 and otherwise
complied
with the terms and conditions as to which compliance is
in
order at the time of the granting of such Award.
12.3 The provisions of the Plan and the terms and
conditions
of any Incentive or Special Award shall, in accordance
with
their terms, be binding upon, and inure to the benefit
of,
all successors of each Participant, including, without
limita-
tion such Participant's estate and the executors,
administrators or trustees thereof, heirs and legatees, and
any receiver, trustee in bankruptcy or representative
of
creditors of such Participant.
12.4 Any written notice to the Company required by any
of the
provisions of this Plan shall be addressed to the
Senior Vice
President and General Counsel and shall not become
effective
until received.
12.5 This Plan and all determinations made and actions
taken
hereunder shall be governed by the laws of the
Commonwealth
of Massachusetts.
12.6 With respect to those Participants whose
transactions in the Corporation's common stock are
subject to Section 16 of the 1934 Act: (i) the Plan is
intended to comply with all applicable conditions of Rule
16b-3, or its successors; (ii) all transactions
involving insider-participants are subject to such
conditions, regardless of whether the conditions are
expressly set forth in the Plan; and (iii) any provision of
the Plan that is contrary to a condition of Rule 16b-3 shall
not apply to insider-participants.
