**Exhibit 10.9.1**

 

2010 Senior Management Incentive Bonus Plan

 

Participants:          Marc D. Grodman, MD, CEO

HowardDubinett, COO

CharlesT. Todd, Sr. VP Marketing & Sales

AmarKamath, VP Marketing

WarrenErdmann, VP Operations

NickCetani, VP Laboratory Director

Ron Rayot, VP

Chris Smith, VP

SamSinger, CFO

SallyHowlett, VP Billing

NickPapazicos, VP Financial Operations

JamesWeisberger, MD, CMO

MaryanneAmato, Director, Genpath

CoryFishkin, COO CareEvolve

John Compton, CSO, GeneDx

Sherri Bale, CCO GeneDx

RichardL. Faherty, CIO

 

ProposedPlan:

 

A.                                                          The SeniorManagement Incentive Bonus Plan (the “Plan”) will be based on two (2) separatefinancial calculations.  The firstformula will be based on “Operating Income” as a percent of “Net Revenues”pursuant to the Consolidated Financial Statements of the Company.  The second formula will be based on thepercentage increase of “Operating Income” from fiscal 2009 to fiscal 2010pursuant to the Consolidated Financial Statements of the Company.

 

B.                                                            There will beone class of participation.

 

C.                                                            Calculationsfor the first portion of the program will be as follows:

 

1.               OperatingIncome shall consist of the Total Operating Income (hereinafter referred to as “TOI”)for the Entire Company including all divisions and subsidiaries.

2.              In the event that TOI shallbe equal to or greater than 10.75%, then and in such event, the participantswill be entitled to a bonus based on the participant’s annual gross wagesincluding any CPI adjustment paid to him or her in fiscal 2010 exclusive of anybonus, option exercise, auto or airplane usage expense charge-back, or otherunearned revenue (“Annual Gross Wages”), pursuant to the following schedule:

 
| **If TOI is greater than** | ** ** | **and less than** | ** ** | **Percent Bonus** | ** ** |
|----------------------------|------------|-------------------|------------|-------------------|------------|
| 10.74                      | %          | 11.26             | %          | 4                 | %          |
| 11.24                      | %          | 11.76             | %          | 6                 | %          |
| 11.74                      | %          | 12.26             | %          | 8                 | %          |
| 12.24                      | %          | 12.76             | %          | 10                | %          |

 

3.               The maximumbonus to be paid under this portion of the program will be 10% of the AnnualGross Wages paid to the participant in fiscal 2010 regardless of TOI.

 

D.                                                           Calculationsfor the second portion of the program will be as follows:

 

1.                                       OperatingIncome will consist of Operating Income before interest and taxes for theEntire Company including all divisions and subsidiaries.

2.                                       Percentageincrease on a year over year basis will be determined by subtracting theOperating Income as reported in the Company’s Consolidated Financial Statementsfor the 2009 fiscal year (“Base Year”) from the Operating Income as reported inthe Company’s Consolidated Financial Statements for the 2010 fiscal year (“CurrentYear”).  This will result in a difference(“Diff”).  The Diff will be divided bythe Base Year to determine the percentage of change (“PC”) in Operating Income betweenthe Base Year and the Current Year.

3.                                       In the eventthat the PC is positive (an increase) and equal to or greater than 25%, thenand in such event, each participant will be entitled to a bonus based on theparticipant’s Annual Gross Wages pursuant to the following schedule:

 
| **If PC is greater than** | ** ** | **and less than** | ** ** | **Percent Bonus** | ** ** |
|---------------------------|------------|-------------------|------------|-------------------|------------|
| 24.99                     | %          | 30.01             | %          | 6                 | %          |
| 29.99                     | %          | 35.01             | %          | 9                 | %          |
| 34.99                     | %          | 40.01             | %          | 12                | %          |
| 39.99                     | %          | N/A               |       | 15                | %          |

 

4.                                       The maximumbonus to be paid under this portion of the program will be 15% of Annual GrossWages regardless of Operating Income.

 

E.                                            The twoportions shall be calculated separately and shall not be dependent on eachother.  Participants may earn a bonusfrom either or both financial calculations. Regardless, however, of the Company achievements, the maximum bonus tobe paid under the Plan will be 25% of Annual Gross Wages in fiscal 2010.

 

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