Exhibit

This agreement is dated as of [ ] (the "grant date") between Mettler-Toledo International Inc., a Delaware corporation (“MTII” or the “Company”), and the undersigned employee and/or director of MTII. Capitalized terms used and not defined in this agreement shall have the meanings given to them in the 2013 Equity Incentive Plan (the “Plan”).

2.1. This option shall vest and become exercisable over a five-year period: 20% of the options will vest each year starting on the first anniversary of the grant date.

2.2. The option will terminate as to any and all shares of common stock for which the option has not yet been exercised on [xxxxx], unless earlier terminated pursuant to Section 4.

You can only exercise this option in accordance with the policies and procedures of MTII as may be in effect from time to time and which are communicated in writing to you by MTII and any external service provider. The current exercise procedures are described in the plan materials made available to all option holders.

If your employment with the Company ends (and your service as a director, if applicable), you may exercise that portion of the option that is already vested but not yet exercised as follows:

In all cases, unless otherwise determined by the Committee: (a) you must exercise the vested portion of your option as set out above; failing to do so will cause the option to terminate; and (b) any portion of your option that is unvested on your last day of employment will automatically terminate. In addition, in the event of a termination for Cause, this option expires immediately and you may not exercise any portion of the option, whether vested or not.

No right granted to you under the Plan or this agreement shall be assignable or transferable (whether by operation of law or otherwise and whether voluntarily or involuntarily), other than by will or by the laws of descent and distribution. During your life, only you can exercise rights granted to you under the Plan or this agreement. You may submit beneficiary information in the manner specified by the Company from time to time indicating a beneficiary to whom any benefit under the Plan is to be paid or who may exercise any of your rights under this option in the event of your death.

Nothing in the Plan or in this agreement shall confer upon you any right to continue in the employ or service of the Company or affect any right which the Company may have to terminate your employment or service.

Neither you nor any person succeeding to your rights hereunder shall have any rights as a stockholder with respect to any shares subject to the option unless and until shares are issued pursuant to this agreement.

This agreement is subject to all of the terms and provisions of the Plan, which are incorporated hereby and made a part hereof. In the event there is any inconsistency between the provisions of this agreement and the Plan, the provisions of the Plan shall govern. The Committee’s determinations relating to the Plan, this agreement and their respective interpretation shall be binding.

While you are employed by the Company and for a period of the longer of twelve months after your last day of employment, or so long as you have any options available to exercise that you have not exercised, you shall not directly or indirectly solicit for hire or hire any Company employee or engage in or be employed in any business that (a) competes with any business of the Company, or (b) is a peer company as set out in a list to be specified by the Company from time to time.

You agree that while you are employed by the Company, you shall use your best efforts to ensure there is no internal announcement or public communication regarding your departure that the Company has not approved in writing.

In case of a breach by you of any of your undertakings in this section, or if you fail to observe, or threaten not to observe, your notice period pursuant to your employment agreement, you acknowledge and agree that the Company is entitled to block any equity transaction, and/or to terminate or forfeit your outstanding equity awards, whether vested or unvested, for no consideration and with immediate effect. During such time as your equity transactions may be blocked, the Company shall not be liable for any loss relating to change in share price or otherwise. Furthermore, you agree to pay the Company liquidated damages in the amount of six months' target salary for each instance of such violation.

The termination of equity awards and/or the payment of liquidated damages shall not discharge you from observing your undertakings in this section. To request cessation of any activities that violate or would violate these undertakings, the Company is also entitled to obtain and enforce immediate temporary restraining orders, preliminary injunctions, and final injunctions, in addition to other remedies that may be available. The Company shall not be obligated to post a bond/guarantee.

By entering into this agreement, you acknowledge and agree that (a) you have received and read a copy of the Plan and accept this option subject to the terms and provisions of the Plan, and (b) that no member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any award there under.

You hereby acknowledge and agree that upon exercise of this option, any income resulting from such exercise is subject to income taxes in the relevant jurisdiction and the Company will declare any option income you receive upon exercise of this option. As a condition to the exercise of this option, you shall remit an amount sufficient to satisfy all federal, state and other governmental tax withholding requirements related to such exercise, including social security withholding. You authorize the Company to withhold from payments to you an amount sufficient to satisfy all such tax and withholding requirements related to exercise of this option that have not previously been paid by you to the Company or to an appropriate governmental authority.

This agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of MTII and, to the extent set forth in Section 5, your heirs, personal representatives, conservator or committee.