**Exhibit 10.4.3**

** **

**EMPLOYMENT AGREEMENT**

** **

This Employment Agreement dated as of the 1st day of November, 2005,between Bio-Reference Laboratories, Inc, a New Jersey corporation with itsprincipal place of business at 481 Edward H. Ross Drive, Elmwood Park, NewJersey 07407 (the “Company”) and Charles T. Todd, Jr., residing at 1Whitenack Road, Califon, New Jersey 07830 (the “Employee”).

 

**W I T N E S S E T H :**

 

**WHEREAS,** the Companyis primarily engaged in the operation of a clinical laboratory in northern NewJersey, and

 

**WHEREAS,** the Companydesires to avail itself of the Employee’s knowledge and experience and toemploy the Employee as a Senior Vice President on the terms and conditionshereinafter set forth, and

 

**WHEREAS,** theEmployee desires to be so employed by the Company on the terms and conditionshereinafter set forth.

 

**NOW, THEREFORE,** inconsideration of the mutual covenants herein contained, the parties agree asfollows:

 

**1.****         Term of Employment.**  The Company agrees to employ the Employee asa Senior Vice President, or in such other position of comparable status andresponsibility as the Company may from time to time direct and/or desire, andthe Employee agrees to accept such employment with the Company, for a termcommencing as of the date of full execution of this Agreement (the “CommencementDate”) and continuing until October 31, 2009 or such later date to whichthe Agreement is extended pursuant to Section 2 hereof (the “ExpirationDate”), unless sooner terminated as provided in this Agreement (the “EmploymentPeriod”).  As used in this Agreement, theterm “Employment Period” shall also include any periods for which thisAgreement is extended pursuant to Section 2 hereof.

 

**2**.**         Extension**.This Agreement may be extended beyond the Initial Expiration Date foradditional one year periods at the Company’s option. This Agreement shall beautomatically extended at the end of each Company fiscal year for an additionalone year term beyond its then Expiration Date unless the Company gives writtennotice to the Employee not less than ten (10) days prior to the end ofsuch fiscal year that it elects not to extend the Agreement. (the “Non-ExtensionNotice”). By way of example:

 
| **If  the**             |   |                          |
|-------------------------|--------|-------------------------------|
| **Company  Fails to**   |   |                          |
| **Give  Non-Extension** |   | **Agreement Expiration Date** |
| **Notice  Prior to**    |   | **Automatically Extended to** |
| **October 21**     |   | **October 31**           |
| 2006                    |   | 2010                          |
| 2007                    |   | 2011                          |
| 2008                    |   | 2012                          |

 

Once the Company gives a Non-Extension Notice, this Agreement shallterminate at the close of business on October 31 of the Company’s thirdfiscal year succeeding the fiscal year in which the Non-Extension Notice wasgiven. By way of example, if the Non-Extension Notice is given in fiscal 2007prior to October 21 of such year, the Agreement shall terminate October 31,2010.

 

**3.****         Duties. **

 

a.               During the Employment Period, theEmployee shall perform such duties and exercise such powers relating to theCompany as are commensurate with the office of a Senior Vice President andshall have such other duties and powers as the Board of Directors or Managementshall from time to time assign to him, including by way of example, but notlimitation, duties with respect to any of the Company’s associatedcompanies.  As used in this Agreement,the term “Associated Companies” shall mean any company (i) of which notless than fifty (50%) percent of the equity is beneficially owned by theCompany or (ii) any subsidiary of such company, if any.

 

b.              During the Employment Period, theEmployee shall devote all of his working time during normal business hours andhis best efforts and ability to the business of the Company, shall faithfullyand diligently perform the duties of his employment with the Company and shalldo all reasonably in his power to promote, develop and extend the business ofthe Company.

 

c.               During the Employment Period, theEmployee shall not, except as a representative of the Company or with thewritten consent of the Company, be directly or indirectly engaged, concerned orinterested in the conduct of any other business competing or likely to competewith the Company; provided, that notwithstanding anything contained in thisAgreement to the contrary, the Employee shall not be precluded from devoting areasonable amount of his time to:

 

i.                  Serving with the prior writtenapproval of the Company as a director or member of a committee of anyorganization involving no conflict of interest with the business of theCompany; and

 

ii.               Managing his personal investments;provided, that such activities shall not materially interfere with the Employee’sperformance of his duties hereunder;

 

 

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d.              The Employee shall be employed at theoffices of the Company located in Elmwood Park, New Jersey; provided that theEmployee acknowledges and agrees that the proper performance of these duties maymake it necessary to spend reasonable periods of time in other parts of thecountry.

 

**4.****         Compensation.**

 

a.               During the Employment Period, theCompany shall pay the Employee as compensation for his services under thisAgreement, a minimum Base compensation at an annual rate of Three Hundred FiftyThousand ($350,000) Dollars (the “Base Compensation”).  The Base Compensation shall be payable inequal installments in accordance with regular payroll procedures established bythe Company.  At the appropriate timethereafter at least once during each fiscal year, the Company will considerincreasing the Employee’s compensation under this Agreement, based upon theperformance of the Company and of the Employee during the fiscal year with suchincrease, if granted, taking effect as of the date determined by the Company.

 

b.              The Company shall lease and insure,either under the Company’s policy or by reimbursement to the Employee, anautomobile for the benefit of the Employee. The Company shall be responsible for maintenance, gasoline, repair andall other such costs but only to the extent such expenses relate to businessuse of the automobile.  At the end of thelease term, or in the event of the termination of this Agreement for anyreason, including non-renewal, the Employee shall have the following options:

 

i.                  Surrender the automobile to theCompany;

 

ii.               Assume the Company’s lease paymentobligation; or

 

iii.            Exercise the purchase option of the lease,if any.

 

c.               The Company shall promptly pay orreimburse the Employee for all expenses incurred by the Employee in theperformance of his duties under this Agreement. Such expenses shall be limited to reasonable out-of-pocket expensesnecessarily and actually incurred by the Employee in the performance of hisduties; provided that (i) the expenses have been detailed on a formacceptable to the Company and submitted to the Company for review and approvaland (ii) appropriate supporting documentation is submitted together withthe approved expense form.

 

d.              The Employee shall be entitled toparticipate in any fringe benefit and bonus plans available to the Company’semployees as in effect from time to time, to the extent the Employee may beeligible to do so under the applicable provisions of the plans including butnot limited to pension, profit sharing, stock option and similar plans and lifeand medical insurance plans or coverage maintained by the Company for seniorpersonnel and/or all personnel.

 

e.               The Employee shall be entitled to suchvacation, personal time and holidays as he is eligible for under the Company’sEmployment and Personnel Policy as the same presently exists or may hereafterbe amended.

 

f.                 Notwithstanding the provisions ofsubparagraph (a) of this section 4, the Employee shall also beentitled to a percentage increase in his Base Compensation as in effect on June 30of each year that this Agreement is in effect, equal to the percentage increasein the Consumer Price Index – All Items for the New York metropolitan area (orany successor index) for such month of June as compared to such ConsumerPrice Index for the month of June in the immediately preceding year.  Any such increase shall be effective on thenext following February 1.  Noadjustments shall be made for a decrease in such Index.

 

**5.****         Disability.**  If during the Employment Period, the Employeeshall incur a Total Disability then, subject to the earlier termination of thisAgreement or the earlier termination of the disability, the Company shallcompensate the Employee as provided in subparagraphs (a), (b), (c) and (d) ofthis Section 5.

 

a.               For the month in which the Employeeincurs the total disability, and for the following twelve (12) months of thedisability, the Company shall compensate the Employee at a rate equal to histhen current Base Compensation.

 

b.              For a period of three (3) monthscommencing upon the termination of the period described in subparagraph (a),the Company shall not pay Employee any portion of his Base Compensation andEmployee shall be on an unpaid leave of absence.

 

c.               If the Employee’s disability shallterminate at any time prior to the expiration of the period described insubparagraph (b) of this Section 5, then the Employee shall return tofull and active employment with the Company under the terms of this Agreement;provided that if he shall again become disabled within a period of three (3) monthsafter such return, and such disability is related to his original disability,then the Employee shall be deemed to have been continuously disabled from thedate he incurred the original disability.

 

d.              Upon expiration of the three (3) monthperiod described in subparagraph (b) of this Section 5, theemployment of Employee shall terminate, unless an additional leave of absenceis granted by the Company, in which event the employment of the Employee shallterminate upon the expiration of the additional leave of absence.

 

e.               In the event the Employee shall incur aPartial Disability then during the period of the Partial Disability, theEmployee’s Base Compensation shall be equitably adjusted according to the timethat he is able to devote to the affairs of the Company.

 

f.                 In addition to the foregoing, theEmployee shall be entitled to receive the amounts, if any, as may be payable tohim by reason of his disability under policies of insurance maintained by theCompany.

 

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g.              As used in this Agreement, the term “TotalDisability” shall mean disability such that, for physical or mental reasons,the Employee is unable to perform any of his usual duties to the Company on afull-time basis.  As used in thisAgreement, the term “Partial Disability” shall mean a disability, such that forphysical or mental reasons, the Employee is unable to perform all of his usualduties to the Company on a full-time basis.

 

**6.****         Termination.**

 

a.               **Terminationby Death.**  If the Employeedies during the Employment Period, the Company’s obligations under thisAgreement shall terminate six (6) months after the date of death and theEmployee’s estate shall be entitled to all arrearages of Base Compensation andexpenses.  In addition, the Employee’sestate (or such other named beneficiary) shall be entitled to the amounts, ifany, as may be payable to his estate or beneficiaries under policies ofinsurance maintained by the Company.

 

b.              **Terminationfor Cause.**  This Agreementand the Employee’s employment with the Company may be terminated for Cause atany time in accordance with subparagraph (d) of this Section 6.  In the event this Agreement is terminated forCause, the Employee shall be entitled to all arrearages of Base Compensationand expenses through the Date of Termination but shall not be entitled tofurther compensation.  As used in thisAgreement, and without limitation, the term “Cause” shall mean:

 

i.                  An act or acts of dishonestyconstituting criminal acts by the Employee resulting or intending to resultdirectly or indirectly in gain to or personal enrichment of the Employee at theCompany’s expense;

 

ii.               The commission of any crime involvingfraud, embezzlement or theft by the Employee;

 

iii.            The Employee’s material breach of thisEmployment Agreement.

 

c.               **Terminationat the Option of the Employee.** This Agreement and the Employee’s employment with the Company may beterminated at any time, at the election of the Employee, for Good Reason inaccordance with subparagraph (d) of this Section 6.  In the event this Agreement is terminated forGood Reason, the Employee shall be paid during the remainder of the EmploymentPeriod (computed without giving effect to the earlier termination hereunder),his Base Compensation (other than due to Partial Disability) at the rate ineffect as of the Date of Termination, and shall continue to be entitled toemployee benefits as if he were still employed by the Company, until completionof such Employment Period (computed without giving effect to the earliertermination hereunder).  As used in theAgreement, and without limitation, the term “Good Reason” shall mean:

 

i.                  The assignment to the Employee ofduties inconsistent with the office of a senior executive of the Company or histhen current office, removal of the Employee from such office or substantialreduction in the nature or status of the Employee’s then currentresponsibilities;

 

ii.               The reduction of the Employee’s thencurrent Base Compensation (other than due to Partial Disability);

 

iii.            The relocation of the Company’s principalexecutive offices to a location more than fifty (50) miles from the Company’scurrent principal executive offices or the transfer of the Employee to a placeother than the Company’s principal executive offices (excepting required travelon the Company’s business in a manner substantially similar to the Employee’sthen current travel obligations); and

 

iv.           The failure by the Company to provide theEmployee with the benefits at least as favorable as those in which the Employeewas then participating.

 

d.              **Noticeof Termination.**  Anypurported termination of the Employee’s employment shall be communicated by awritten notice of termination to the other party hereto and shall specify theDate of Termination (the “Notice of Termination”).  Such notice shall indicate a specifiedtermination provision in this Agreement which is relied upon, recite the factsand circumstances claimed to provide the basis for such termination and specifythe Date of Termination.  As used in thisAgreement, the term “Date of Termination” shall mean the date specified in theNotice of Termination, which date shall not be less than thirty (30) days normore than sixty (60) days from the date the Notice of Termination isgiven.  If within thirty (30) days fromthe date the Notice of Termination is given, the party receiving such noticenotifies the other party that a dispute exists concerning such termination, theDate of Termination shall be the date on which the dispute is finallyresolved.  The Date of Termination shallbe extended by notice of dispute only if such notice is given in good faith andthe party giving such notice pursues the resolution of such dispute with reasonablediligence.  Notwithstanding the pendencyof any such dispute, the Company will continue to pay the Employee his fullBase Compensation in effect as of the date of the Notice of Termination andcontinue the Employee as a participant in all compensation, benefit andinsurance plans in which he was participating at such date, until the disputeis finally resolved.  Amounts paid underthis subparagraph (d) are in addition to all other amounts due under thisAgreement and shall not be offset against or reduce any other amounts due underthis Agreement.

 

**7.****         Change in Control.**  In the event of a Change in Control and, as aresult of such Change in Control, the Employee is terminated without Cause orthe Employee elects within a reasonable time thereafter to terminate hisemployment as a result of such Change in Control, then the Employee shallreceive the following benefits:

 

a.               The Company shall pay to the Employeehis full Base Compensation at the rate in effect at the time of the Notice ofTermination through the Date of Termination.

 

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b.              In lieu of any further Base Compensationpayments for periods subsequent to the Date of Termination, the Company shallpay to the Employee as severance pay not later than the tenth business dayfollowing the Date of Termination, a lump sum payment (the “Severance Payment”)equal to 2.99 times the average of the annual Compensation which was payable bythe Company and includible in the Employee’s gross income for federal incometax purposes for the five (5) calendar years, or for the portion of suchperiod during which the Employee was actually employed by the Company if theEmployee has been employed by the Company for less than five (5) calendaryears, preceding the earlier of the calendar year in which a Change in Controloccurred or the calendar year of the Date of Termination (the “Base Period”).  Such average shall be determined inaccordance with the provisions of Section 280G(d) of the InternalRevenue Code of 1986 as amended (the “Code”). As used in this Agreement, the term “Compensation” shall mean andinclude every type and form of compensation includible in the Employee’s grossincome in respect of his employment by the Company including compensationincome recognized as a result of the exercise of stock options or sale of thestock so acquired, except to the extent otherwise provided in Congressional orJoint Committee Reports or temporary or final regulations interpreting Section 280G(d) ofthe Code.

 

c.               The SeverancePayment shall be reduced by the amount of any other payment or the value of anybenefit received or to be received by the Employee in connection with thetermination of his employment or contingent upon a Change in Control (whetherpayable pursuant to the terms of this Agreement, any other plan, agreement orarrangement with the Company) unless (i) the Employee shall haveeffectively waived his receipt or enjoyment of such payment or benefit prior tothe date of payment of the Severance Payment, (ii) in the opinion of taxcounsel selected by the Company such other payment or benefit does notconstitute a “parachute payment” within the meaning of Section 280G(b)(2) ofthe Code, or (iii) in the opinion of such tax counsel, the SeverancePayment (in its full amount or as partially reduced, as the case may be) plusall other payments or benefits which constitute “parachute payments” within themeaning of Section 280G(b)(2) of the Code are reasonable compensationfor services actually rendered, within the meaning of Section 280G(b)(4) ofthe Code, and such payments are deductible by the Company.  The value of any non-cash benefit or anydeferred cash payment shall be determined by the Company in accordance with theprinciples of Section 280G(d)(3) and (4) of the Code.

 

d.              Except to the extent that Congressionalor Joint Committee Reports or temporary or final regulations interpreting Section 280Gof the Code specify that such payments would result, under subsection (c) above,in a reduction in the Severance Payment:

 

i.                  The Company shall pay to theEmployee, not later than the tenth business day following the Date ofTermination, a lump sum amount equal to the sum of (x) any bonus compensationwhich has been allocated or awarded for a fiscal year preceding the Date ofTermination but has not yet been paid, and (y) a pro rata portion of any bonuscompensation which the Employee has earned for the fiscal year in which theDate of Termination occurs determined by multiplying the Employee’s prior years’bonus compensation by a fraction equal to the number of full calendar months inthe fiscal year prior to the Date of Termination over twelve.

 

ii.     TheCompany shall also pay all legal fees and expenses incurred by the Employee asa result of such termination (including all such fees and expenses, if any,incurred in contesting or disputing any such termination or in seeking toobtain or enforce any right or benefit provided by this Agreement).

 

e.               If it is established pursuant to a finaldetermination of a court or an Internal Revenue Service proceeding that,notwithstanding the good faith of the Employee and the Company in applying theterms of this Section 7, the aggregate “parachute payments” paid are in anamount that would result in any portion of such “parachute payments” not beingdeductible by the Company by reason of Section 280G of the Code, then theEmployee shall have an obligation to pay the Company upon demand an amountequal to the sum of (i) the portion of the aggregate “parachute payments”paid that would not be deductible by reason of Section 280G of the Codeand (ii) interest on the amount set forth in clause (i) of thissentence at the applicable Federal rate (as defined in Section 1274(d) ofthe Code) from the date of receipt of such excess until the date of suchpayment.

 

f.                 As used in the Agreement, the term “Changein Control” shall mean a change in control of a nature that would be requiredto be reported in response to Item 6(e) of Schedule 14A of Regulation14A issued under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”) as in effect as of the date hereof (regardless of whether or not a ProxyStatement is being filed pursuant to such Regulation at such time), or if Item6(e) is no longer in effect, any subsequent regulation issued under theExchange Act for a similar purpose, whether or not the Company is subject tosuch reporting requirements; provided, that without limitation, such a changein control shall be deemed to have occurred if:

 

i.      any“Person” other than the Employee is or becomes the “beneficial owner” (asdefined in Rule 13d-3 under the Exchange Act), directly or indirectly, ofsecurities of the Company representing 

 

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25% or more of the combined voting power ofthe Company’s then outstanding securities;

 

ii.     duringany period of two consecutive fiscal years (not including any period prior tothe date of the Agreement), individuals who at the beginning of such periodconstitute the Board of Directors, and any new director, whose election by theBoard or nomination for election by the Company’s stockholders was approved bya vote of at least two-thirds of the directors then still in office who eitherwere directors at the beginning of the period or whose election or nominationfor elections was previously approved, cease for any reason to constitute amajority of the Board; or

 

iii.    thebusiness of the Company is disposed of by the Company pursuant to aliquidation, sale of assets of the Company, or otherwise.

 

**8.****              ConfidentialInformation.**  The Employeeacknowledges an obligation of confidentiality to the Company and shall notdivulge, disclose or communicate any trade secret, private or confidentialinformation or other proprietary knowledge of the Company or its associatedcompanies obtained or acquired by him while so employed.  This restriction shall apply after thetermination of Employee’s employment without limit in point of time but shallcease to apply to information or knowledge which may come into the public domainor whose disclosure may be required by law or court order or pursuant to thewritten consent of the Company.

 

**9.****              Return ofInformation.**  Upon termination ofemployment, the Employee agrees to not take with him and to deliver to theCompany all records, notes, data, memoranda, models, equipment, blueprints,drawings, manuals, letters, reports and all other materials of a secret orconfidential nature relating to the business of the Company which are inpossession or control of the Employee.

 

**10.****       General Provisions.**

 

a.               This Agreement contains the entiretransaction between the parties, and there are no other representations,warranties, conditions or agreements relating to the subject matter of thisAgreement.

 

b.              The waiver by any party of any breach ordefault of any provision of this Agreement shall not operate or be construed asa waiver of any subsequent breach.

 

c.               This Agreement may not be changed orallybut only by an Agreement in writing duly executed on behalf of the partyagainst which enforcement of any waiver, change, modification, consent ordischarge is sought.

 

d.              This Agreement shall be binding upon andbe enforceable against the Company and its successors and assigns.  Insofar as the Employee is concerned, thisAgreement is personal and cannot be assigned.

 

e.               This Agreement may be executed in one ormore counterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

 

f.                 This Agreement shall be construedpursuant to and in accordance with the laws of the State of New Jersey.

 

g.              If any term or provision of thisAgreement is held or deemed to be invalid or unenforceable, in whole or inpart, by a court of competent jurisdiction, this Agreement shall be ineffectiveto the extent of such invalidity or unenforceability without rendering invalidor unenforceable the remaining terms and provisions of this Agreement.

 

h.              Any dispute, grievance or controversyarising under or in conjunction with this Agreement shall be referred to theBoard of Directors of the Company and shall be dealt with by personaldiscussion, and if not satisfactorily resolved, shall be submitted under the Rules ofthe American Arbitration Association of New York City.

 

i.                  Any consent of the Company requiredunder this Agreement shall not be unreasonably withheld or delayed.

 

**IN WITNESS WHEREOF,**the parties have executed this Agreement on the date first above written.

 

| COMPANY:                              |
|---------------------------------------|
| Bio-Reference Laboratories, Inc. |
|                                  |
|                                  |
| S/ Marc D. Grodman                    |   |
| By: Marc D. Grodman, President        |
| Duly Authorized                       |
|                                  |
| EMPLOYEE:                             |
|                                  |
|                                  |
| S/ Charles T. Todd, Jr.          |   |
| Charles T. Todd, Jr.             |

 

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