Exhibit 10.32 




Laboratory Corporation of
America® Holdings
430 South Spring Street 
Burlington, NC 27215 
Telephone:(336) 229-1127





CONFIDENTIAL 




October 19, 2007 




Woodrow L. Cook
3510 S.
Ocean Shore Blvd
Flagler Beach, FL 32136 




Re: Employment
Separation Agreement and General Release 




Dear Woody: 



I am writing on behalf of Laboratory
Corporation of America Holdings and/or its subsidiaries (“LabCorp” or the
“Company”) to offer you (the “Employee”) the following Employment
Separation Agreement (the “Agreement”). The terms and conditions of this
Agreement are as follows: 




1.0  Separation Pay 



	  	1.1 	  	
Effective October 31, 2007, the Employee’s employment with the Company will be
terminated. In consideration for the covenants, promises and agreements herein and in
particular the Employee’s covenants not to solicit, not to compete and not to
disclose confidential information, LabCorp will pay the Employee a severance in the total
amount of $1,181,432.00, representing a payment of two times the sum of Employee’s
current base salary of $337,552.00 plus the Employee’s target MIB Bonus of
$253,164.00. LabCorp will remit a payment of $450,000.00, within 30 days following the
effective date of this Agreement, a second payment of $140,716.00 within 10 days after 6
months after the effective date of this and a final payment of $590,716.00 within 30 days
following the one-year anniversary of the effective date of this Agreement, subject to,
and net of, any applicable federal, state or municipal deductions. For purposes of this
Agreement, “MIB Bonus” shall mean a payment as defined under the LabCorp
Management Incentive Bonus Plan. LabCorp shall not be responsible for making any payment
under this paragraph if the Employee has not complied in all material respects with the
terms and conditions of this Agreement. Employee further understands and agrees that if he
applies for, and accepts, another position with LabCorp during the twenty four (24) months
represented by the Separation Pay, he will repay to LabCorp the pro-rata amount of
Separation Pay representing the number of months he is re-employed. 






	  	1.2 	  	
In addition to the compensation payable under Paragraph 1.1 of the Agreement, the Employee
shall receive an additional payment equal to the pro rated portion of his earned MIB Bonus
payment for Fiscal Year 2007, less applicable taxes and withholdings, and payable
commensurate with payments made by the Company under the LabCorp Management Incentive
Bonus Plan. The Employee shall also receive a payment of $387,600, less any applicable
taxes and withholdings, half payable within 30 days after the one year anniversary of the
execution of this Agreement and half payable within 30 days after the second year
anniversary of the execution of this Agreement. 







2.0  Continuation of
Benefits  



	  	2.1 	  	
Employee, his/her spouse, and his/her other dependent(s) may be eligible to elect
continued health care coverage under the group medical and dental plans sponsored by the
Company, as provided in the applicable provisions of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”), which provides generally that
certain employees and their dependents may elect to continue coverage under
employer-sponsored group health plans for a period of at least eighteen (18) months under
certain conditions, including payment by Employee of the “Applicable Premium” as
defined in Section 604 of the Employee Retirement Income Security Act of 1974, as amended,
29 U.S.C. §§ 1001 et seq. (“ERISA”). In the event the Employee
elects continuation of coverage under COBRA for himself and his spouse and dependents, the
Company will pay the applicable premium for such coverage for the first eighteen (18)
months thereof. 










3.0  Compromise 



	  	3.1 	  	
This Agreement shall never be construed as an admission by LabCorp of any liability,
wrongdoing or responsibility on its part or on the part of any other person or entity
described in Paragraph 4.1 of this Agreement. The Company expressly denies any such
liability, wrongdoing or responsibility. 







4.0  Release 



	  	4.1 	  	
Employee,   on  behalf  of   himself/herself   and  his/her  heirs,   assigns,   transferees  and
                  representatives,   hereby  releases  and  forever  discharges  LabCorp,   and  its  predecessors,
                  successors, parents, subsidiaries,  affiliates,  assigns,  representatives and agents, as well as
                  all  of  their  present  and  former  directors,   officers,   employees,  agents,  shareholders,
                  representatives,  attorneys  and  insurers  (collectively,  the  "Releasees"),  from  any and all
                  claims,  causes of actions,  demands,  damages or  liability of any nature  whatsoever,  known or
                  unknown,  which  Employee has or may have which arise out of his/her  employment  or cessation of
                  employment  with the  Company,  or which  concern  or relate in any way to any acts or  omissions
                  done or occurring prior to and including the date of this Agreement,  including,  but not limited
                  to, claims  arising under the Fair Labor  Standards  Act, 29 U.S.C.ss.201 et seq.;  the Equal Pay
                  Act , 29 U.S.C.ss.206(a)  and  interpretive  regulations;  Title VII of the Civil  Rights  Act of
                  1964,  as  amended,  42  U.S.C.ss.2000e et seq.;  42 U.S.C.ss.1981 et seq.;  the  Americans  with
                  Disabilities  Act, 42 U.S.C.ss.12101 et seq.;  the Family and Medical Leave Act, 29 U.S.C.ss.2601
                  et seq.; the Employee  Retirement  Income  Security Act of 1974, as amended,  29 U.S.C.ss.1001 et
                  seq. (except as to Employee's claims for entitlement under the Company's ERISA Plans in which he is
                  a participant, in accordance with the terms of those plans); the Worker  Adjustment and Retraining
                  Notification Act, 29 U.S.C.ss.ss.2101 et seq.; the Age
                  Discrimination  in Employment  Act, as amended,  29 U.S.C.ss.ss.621 et seq.; any and all claims for
                  wrongful  termination  and/or  retaliation;  claims for breach of  contract,  express or implied;
                  claims  for  breach of the  covenant  of good faith and fair  dealing;  claims for  compensation,
                  including  but not  limited to wages,  bonuses,  or  commissions  except as  otherwise  contained
                  herein;  claims for  benefits or fringe  benefits,  including,  but not  limited  to,  claims for
                  severance  pay and/or  termination  pay,  except as otherwise  contained  herein;  claims for, or
                  relating  to stock or stock  options,  except  that  nothing  in this  Agreement  shall  prohibit
                  Employee  from  exercising  any  vested  stock  options  in  accordance  with  the  terms  of the
                  applicable  stock  option  agreement(s);  claims  for  vacation  pay;  claims  arising  in  tort,
                  including,  but not  limited  to,  claims for  invasion of  privacy,  intentional  infliction  of
                  emotional distress and defamation;  claims for quantum meruit and/or unjust  enrichment;  and any
                  and all other claims  arising under any other federal,  state,  local or foreign laws, as well as
                  any and all other common law legal or equitable claims.






	  	4.2 	  	
Employee is hereby advised in accordance with the Older Workers’ Benefit Protection
Act (the “OWBPA”) that: (i) he/she should consult with an attorney (at his/her
own expense) prior to executing this Agreement; (ii) he/she is waiving, among other
things, any age discrimination claims under the Age Discrimination in Employment Act,
provided, however, he/she is not waiving any claims that may arise after the date this
Agreement is executed; (iii) he/she has forty-five (45) days within which to consider the
execution of this Agreement, before signing it; and (iv) for a period of seven (7) days
following the execution of this Agreement, he/she may revoke this Agreement by delivering
written notice (by the close of business on the seventh day) to the Company in accordance
with Paragraph 9.6 herein, and this Agreement shall not become effective or enforceable
until that revocation period has expired. Attached to this document in Exhibit A 
is a table showing the age and job title of those individuals selected for employment
termination, as well as the age and job title of any individuals not selected for
employment termination. 






	  	4.3 	  	
Notwithstanding the provisions of Paragraph 4.1, said release does not apply to any and
all statutory or other claims that are prohibited from waiver by Federal, State or local
law. Moreover, Paragraph 4.1 and any other term of this Agreement does not amend, rescind,
or otherwise effect the Employee’s rights under the terms of the Laboratory
Corporation of America Holdings 2000 Stock Incentive Plan and any resolution adopted by
the Board of Directors of the Company affecting the terms and conditions of the Stock
Option, Restricted Stock and Performance Award Agreements. 










5.0  Confidentiality 



	  	5.1 	  	
Employee understands and agrees that all discussions, negotiations and correspondence
relating to this Agreement and the terms thereof (collectively “Confidential
Information”) are strictly confidential and that this confidentiality provision is a
material term of this Agreement. Accordingly, Employee agrees not to disclose to anyone
(other than counsel, accountants, immediate family members) any Confidential Information
unless such disclosure is (i) lawfully required by any government agency; (ii) otherwise
required to be disclosed by law (including legally required financial reporting) and/or by
court order; or (iii) necessary in any legal proceeding in order to enforce any provision
of this Agreement. Employee hereby agrees that any failure to fully and completely comply
with this provision shall entitle the Company to seek damages for a demonstrated breach of
the confidentiality provision, to include recoupment of monies paid hereunder.
Notwithstanding this paragraph, Employee may disclose the contents of Paragraph 6.0 and
its subparts to any subsequent employer. 






	  	5.2 	  	
Employee agrees to keep confidential and not to disclose to any person or entity other
than LabCorp any and all secret, confidential and/or proprietary information or ideas
developed by Employee for, or acquired by Employee from, the Company, or any of its
agents, consultants, or vendors. Such information or ideas shall include, but are not
limited to, business plans, reports, sales information, cost or pricing data, product data
or information services data, including, but not limited to, information services
structure, methods of production or manufacture, formulae, intercorporate structure and
dealings, and lists of suppliers or customers that are not currently in the public domain. 






	  	5.3 	  	
Employee further agrees that he/she will notify the Company in writing within five (5)
calendar days of the receipt of any subpoena, court order, administrative order or other
legal process requiring disclosure of information subject to Paragraph 5.0 of this
Agreement. 










6.0
 Non-Solicitation/Non-Compete 



	  	6.1 	  	
For a period of two (2) years following the termination of Employee’s Employment,
Employee will not, without the prior written consent of the Corporation: 






               	(a) 	  	
                    directly or indirectly through a subordinate, co-worker, peer, or any other
                    person or entity contact, solicit or communicate with a customer of the Company
                    or potential customer targeted by the Company at the time of termination of
                    employment for the purpose of (i) offering, selling, licensing or providing the
                    same or substantially similar commercial medical testing or anatomical services
                    offered and/or provided to said customer or potential customer by the Company or
                    (ii) influencing said customer’s or potential customer’s decision on
                    whether to purchase or use such commercial medical testing or anatomical
                    services offered by the Company; 



                    



               	(b) 	  	
                    directly or indirectly through a subordinate, co-worker, peer, or any other
                    person or entity contact, solicit, encourage or induce any officer, director or
                    employee of the Company to consult, work for or be otherwise engaged by the
                    Employee and/or any other person, trade or business that either (i) directly
                    competes with the Company in the same geographic markets serviced by the Company
                    or (ii) supplies, services, advises or consults with a person, trade or business
                    that directly competes with the Company in the same geographic markets serviced
                    by the Company; or 



                    



               	(c) 	  	
                    directly or indirectly own, invest in, consult for, be employed by or otherwise
                    engaged by any person, trade or business that either (i) directly competes with
                    the Company in the same geographic markets serviced by them or (ii) supplies,
                    services, advises or consults with a person, trade or business that directly
                    competes with the Company in the same geographic markets serviced by them,
                    except that nothing in this Agreement shall prohibit Employee from holding not
                    more than a three percent (3%) of the outstanding shares of a publicly traded
                    company whether or not engaged in business activities that compete with the
                    business activities of the Company. 



                    



	  	6.2 	  	
Employee acknowledges and agrees that because the violation, breach, or threatened
breach of Paragraph 6.1 of this Agreement would result in immediate and irreparable injury
to the Company, the Company shall be entitled, without limitation of remedy, to (a)
temporary and permanent injunctive and other equitable relief restraining Employee from
activities constituting a violation, breach or threatened breach of Paragraph 6.1 to the
fullest extent allowed by law, (b) all such other remedies available at law or in equity,
including without limitation the recovery of damages, reasonable attorneys’ fees and
costs, and (c) withhold any further payments under this Agreement which become due and
owing after the occurrence of said violation, breach or threatened breach. In the event
that a Court should determine that the Employee engaged in conduct in breach of Paragraph
6.1, the Employee agrees to repay to the Company all payments made under this Agreement
prior to the Court’s finding. 








7.0  Return of Company
Property 



	  	7.1 	  	
Employee agrees that prior to his/her execution of this Agreement, he/she will return any
and all Company documents and any copies thereof, in any form whatsoever, including
computer records or files, containing secret, confidential and/or proprietary information
or ideas, and any other LabCorp property (including, but not limited to, any cell phones,
pagers and/or computer equipment) in Employee’s possession or control. 







8.0  Duty to Cooperate 



	  	8.1 	  	
Without limitation as to time, Employee agrees to cooperate and make all reasonable and
lawful efforts to assist the Company in addressing any issues which may arise concerning
any matter with which he/she was involved during his/her employment with LabCorp,
including, but not limited to cooperating in any litigation arising therefrom.  LabCorp
agrees to provide reasonable notice on requesting such assistance. LabCorp
shall reimburse Employee at a fair and reasonable rate for services provided by the
Employee to the Company in connection with services provided under this provision. 









	  	8.2 	  	
Employee further agrees that he/she will not make any disparaging comments or commit any
act the purpose of which is to injure the reputation of the Company. Employee’s
obligation in this regard extends to the reputation of the Company and any other person or
entity described in Paragraph 4.1 of this Agreement. 







9.0
 Miscellaneous 



	  	9.1 	  	
This Agreement is binding on, and shall inure to the benefit of, the Parties hereto and
their heirs, representatives, transferees, principals, executors, administrators,
predecessors, successors, parents, subsidiaries, affiliates, assigns, agents, directors,
officers and employees. 






	  	9.2 	  	
This Agreement constitutes the complete agreement between, and contains all of the
promises and undertakings of the Parties. Any and all prior agreements, representations,
negotiations and understandings among the Parties, oral or written, express or implied,
with respect to the subject matter hereof are hereby superseded and merged herein, except
that this Agreement does not rescind, revoke, replace or otherwise have any effect on any
other confidentiality, non-solicitation, non-disclosure, and non-compete agreement
executed by and between LabCorp and the Employee prior to the date of this Agreement. This
Agreement may not be revised or modified without the mutual written consent of the
Parties. 






	  	9.3 	  	
Employee represents that he/she has not initiated any action or charge against the Company
or any of its predecessors, successors, parents, subsidiaries, affiliates, agents,
assigns, representatives or their present or former directors, officers, employees or
agents with any federal, state or local court or administrative agency. If such an action
or charge has been filed by Employee, or on Employee’s behalf, he/she will use
his/her best efforts to cause it immediately to be withdrawn and dismissed with prejudice. 






	  	9.4 	  	
The Parties acknowledge and agree that they have had sufficient time to consider this
Agreement and consult with legal counsel of their choosing concerning its meaning prior to
entering into this Agreement. In entering into this Agreement, no Party has relied on any
representations or warranties of any other Party other than the representations or
warranties expressly set forth in this Agreement. 






	  	9.5 	  	
Except as otherwise provided in this paragraph, if any provision of this Agreement shall
be determined to be invalid or unenforceable by a court of competent jurisdiction, that
part shall be ineffective to the extent of such invalidity or unenforceability only,
without in any ‘way affecting the remaining parts of said provision or the remaining
provisions of this Agreement; provided that, if any provision contained in this Contract
shall be adjudicated to be invalid or unenforceable because such provision is held to be
excessively broad as to duration, geographic scope, activity or subject, such provision
shall be deemed amended by limiting and reducing it so as to be valid and enforceable to
the maximum extent compatible with the applicable laws of such jurisdiction, such
amendment only to apply with respect to the operation of such provision in the applicable
jurisdiction in which the adjudication is made. If Paragraph 4.1 of this Agreement is
deemed invalid or unenforceable, in whole or in part, by a court of competent
jurisdiction, this entire Agreement shall be null and void, and any consideration paid
hereunder shall be repaid immediately by Employee upon receipt of notice thereof. 






	  	9.6 	  	
Such notice and any other notices required under this Agreement shall be served upon the
Company via telecopier and U.S. Mail as follows: 






	  	  	  	If
to the Company: 






	  	  	  	Laboratory
Corporation of America Holdings
430 S. Spring Street
Burlington, NC 27215

Telephone No. (336) 436-4226
Telecopier No. (336) 436-4177
Attention: General
Counsel 







	  	  	  	With
a copy to: 






	  	  	  	Laboratory
Corporation of America Holdings
309 East Davis Street

Burlington, NC 27215
Attention: Director of HR Compliance 







	  	  	  	If
to the Employee: 






	  	  	  	Woodrow
L. Cook
3510 S. Ocean Blvd
Flagler Beach, FL 32136 






	  	9.7 	  	
The interpretation and performance of this Agreement is governed by the laws of the State
of North Carolina, without reference to that jurisdiction’s choice of law provisions. 






	  	9.8 	  	
The effective date of this Agreement shall be either (a) October 31, 2007 or (b) the day
after expiration of the seven (7) day revocation period set forth in paragraph 4.2 of this
Agreement, whichever date is later. 






If you agree with the foregoing,
please sign below and return two (2) originals to Kathey Renaud, Director of Human
Resources Compliance, 309 East Davis Street, Burlington, North Carolina 27215. You should
retain one (1) original copy of this Agreement for your records. 




Sincerely, 




David P. King
Chief Executive
Officer 




Agreed to and accepted: 


/s/Woodrow L. Cook

October 26, 2007