EX-10.14 LETTER AGREEMENT  WILLIAM C. WALLEN



 



Exhibit 10.14


August 12, 2003



William C. Wallen, PhD

30 Woods End Drive

Wilton, CT 06897


Dear Bill:


           Allow me to extend my congratulations on behalf of IDEXX Laboratories,
Inc., as we offer you the position of Senior Vice President & Chief Science
Officer, reporting to me. This position is critically important to our future
success and represents an outstanding opportunity for significant impact on
IDEXX. We look forward to working with you and adding your skills and
perspective to the strong leadership team already in place.



           The specific terms and conditions of your employment will be in accordance
with Company policies and our discussions to date and are as follows:




	1.	 	Compensation
	 
	 	 	$340,000 annualized. Performance reviews to be conducted on IDEXX’s
annual calendar year cycle, with consideration for merit increase at the
conclusion of 2004.
	 
	2.	 	Bonus
	 
	 	 	Annual consideration for bonus based on performance against agreed-upon
objectives and consistent with guidelines for Senior Vice President level
(currently 70% of base salary at plan levels), typically paid in February
of the year following the year in which earned. Predetermined bonus of
$238,000 for 2003 to be paid in February of 2004. IDEXX policy states
payment is contingent upon employment through date of bonus payment.
	 
	3.	 	Equity Incentive
	 
	 	 	Option to purchase 110,000 shares of IDEXX Common Stock subject to equal
annual vesting over five years and exercisable at the market price as of
the date of the grant. This grant reflects a signing award as well as the
award that would otherwise have been granted in February of 2004. All
stock options are subject to the terms of the applicable stock option
agreements and the Company’s stock incentive plan. Consideration for
additional equity incentive compensation beginning in early 2005 as part
of annual performance review and recognition process consistent with
guidelines for Senior Vice President level.
	 
	4.	 	Signing bonus
	 
	 	 	$75,000 included in first paycheck. In the event that you resign
from IDEXX within the first six months of employment and we have not
asked for your resignation, the amount of the signing bonus is to be
repaid at 100%.



 






 


	William C. Wallen, PhD   	 	8/12/03








	5.	 	IDEXX Retirement and Incentive Savings Plan - (401K Plan)
	 
	 	 	Eligible to enroll in IDEXX’s Retirement and Incentive Savings Plan
(401(k)) the first of the month after completing one month of employment.
Beginning the first of the month after six months of continuous
employment, IDEXX will match $.50 on the dollar for the first 6% that you
contribute to your 401(k).
	 
	6.	 	IDEXX Employee Stock Purchase Plan - (ESPP)
	 
	 	 	Eligible to enroll in the ESPP after one month of employment prior
to an enrollment date. Enrollments are held twice a year (January and
July).
	 
	7.	 	Employee Assistance Program - (EAP)
	 
	 	 	Eligible for referral services in the EAP after one month of employment
prior to an enrollment date. Enrollments occur the first of each month.
	 
	8.	 	Insurance Benefits




	 	a.	 	Health - Contributory programs available for you and your
family effective on the first of the month following one month of
employment.
	 
	 	b.	 	Dental - Contributory program available for you and your
family effective on the first of the month following one month of
employment.
	 
	 	c.	 	Basic Life - Two times annual salary at no cost to employee.
	 
	 	d.	 	Basic Accidental Death & Dismemberment - Two times annual
salary at no cost to employee.
	 
	 	e.	 	Supplemental Life - Optional contributory increments of term
life (1x, 2x or 3x of annual salary) in addition to Basic Life.
	 
	 	f.	 	Dependent Life - Term life insurance for employee’s spouse
and children.
	 
	 	g.	 	Short Term Disability - 80% of salary (on 6th day of absence)
up to 90 days.
	 
	 	h.	 	Long Term Disability - 70% salary protection after a 12-week
absence.




	9.	 	Flexible Spending Accounts
	 
	 	 	Optional accounts that provide the ability to save taxes on money spent
for childcare or uninsured medical expenses.
	 
	10.	 	Vacation
	 
	 	 	25 days per year (pro-rated for first calendar year).
	 
	11.	 	Tuition Assistance
	 
	 	 	Eligible for tuition assistance after 6 months of employment;
reimbursement percentage based on class grade.



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	William C. Wallen, PhD   	 	8/12/03









	12.	 	Relocation
	 
	 	 	Reimbursement of relocation expenses covered under IDEXX’s relocation
policy of up to $125,000. IDEXX Human Resources will manage the
relocation process. Please refer to the attached Relocation Policy for
guidelines. In the event that you resign from IDEXX within the first six
months of employment and we have not asked for your resignation, the
amount of the relocation allowance is to be repaid at 100%. In the event
that you resign from IDEXX during months 7 through 18 of your employment
and we have not asked for your resignation, you must repay pro rata the
relocation allowance according to your dates of service.
	 
	13.	 	Severance
	 
	 	 	If your employment is terminated at any time by the Company other than
for cause (as defined below), for a period of two years following such
termination the Company will continue to pay your base salary and provide
you with benefits equivalent to those received by you prior to
termination. For these purposes, “cause” is defined as (a) willful,
material misconduct; (b) gross negligence in the performance of your
duties on behalf of the Company; or (c) a breach of either your invention
and non-disclosure agreement or non-compete agreement with the Company.
	 
	 	 	The Company will have the option to make such payments in a lump sum and,
if the Company cannot provide you with the same benefits that you
received while you were employed by the Company due to eligibility
restrictions under the applicable plans, then the Company may pay you a
sum of money that, net of all applicable tax withholdings, is sufficient
to allow you to purchase equivalent benefits.
	 
	14.	 	Executive Employment Agreement
	 
	 	 	You will be protected under an Executive Employment Agreement (attached)
providing certain benefits applicable following a change in control of
the Company.
	 
	15.	 	Other terms
	 
	 	 	The attached Non-Compete Agreement, Invention and Non-Disclosure
Agreement and Code of Ethics describe other important terms and
conditions of employment for all IDEXX employees. These agreements must
be executed prior to receipt of any confidential company information and,
at the latest, upon commencement of employment at IDEXX.



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	William C. Wallen, PhD   	 	8/12/03








          This letter supersedes any and all prior communications, written, oral or
electronic, between you and any IDEXX employee or agent regarding the terms of
your employment by IDEXX or any of its subsidiaries. This letter shall not
constitute a contract of employment. This offer is subject to satisfactory
completion of appropriate reference checks, and the approval of the
Compensation Committee of the Board. By signing below, you consent to our
contacting your former employers and other references concerning your work
experience, character, and background.



          Please sign and return a copy of this letter to me by August 19, 2003. In
the meantime, please do not hesitate to call me if you have any questions, and
again, congratulations!




	 	 	 
	 	 	
Sincerely,
	 	 	 
	 	 	
/s/Jonathan W. Ayers
	 	 	
Chief Executive Officer



Attachments (Three Agreements, Relocation Policy, Benefits Summary, Code of
Ethics)


Accepted By:




	 	 	 
	/s/William C. Wallen	 	
8/15/2003
	
	 	


	William C. Wallen	 	
Date



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