Exhibit 10.5.2


 


BIO-REFERENCE LABORATORIES, INC.


2005 SENIOR MANAGEMENT INCENTIVE BONUS PLAN


TERMS OF THE PLAN


 


Terms


 


A.                                   The 2005 Senior
Management Incentive Bonus Plan will provide bonuses to the employee
participants based on Operating Income as a percentage of Net Revenues as
reported on the Corporation’s audited consolidated financial statements for
fiscal 2005, subject, however, to the exception defined in B herein for Class II
employee participants.


 


B.                                     For Class II
employee participants, bonuses under the Plan will be based on Adjusted
Operating Income for fiscal 2005 as a percentage of Adjusted Net
Revenues for such fiscal year. Adjusted Net Revenues and Adjusted Operating
Income will be determined by the Corporation’s CEO and CFO acting jointly, by
deducting the total net revenues and the total cost of services and/or general
and administrative expenses attributable to the Corporation’s PSIMedica
business unit in fiscal 2005 from the Corporation’s Net Revenues and cost of
services and/or general and administrative expenses as reported on the
Corporation’s audited consolidated financial statements for such fiscal year.


 


C.                                     Bonus for Class I
employee participants 


 


In the event that Operating Income as a percentage of Net Revenues for fiscal
2005 equals or exceeds 9%, each Class I employee participant will be
entitled to be paid a bonus equal to the following percentage of his annual
gross wages for calendar 2005 (excluding commissions, bonuses,option exercise
income, auto expense charge-backs and any unearned income).


 


	
  If the Operating Income

  	
   

  	
   

  	
   

  
	
  Percentage of Net Revenues

  	
   

  	
   

  	
   

  
	
  Is Equal to or

  	
   

  	
  And

  	
   

  	
  Bonus as a Percentage

  	
   

  
	
  Greater Than

  	
   

  	
  Less Than

  	
   

  	
  of Annual Gross Wages

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.00

  	
  %

  	
  9.25

  	
  %

  	
  5

  	
  %

  
	
  9.25

  	
  %

  	
  9.50

  	
  %

  	
  10

  	
  %

  
	
  9.50

  	
  %

  	
  10.00

  	
  %

  	
  15

  	
  %

  
	
  10.00

  	
  %

  	
  10.50

  	
  %

  	
  20

  	
  %

  
	
  10.50

  	
  %

  	
  11.00

  	
  %

  	
  25

  	
  %

  
	
  11.00

  	
  %

  	
  11.50

  	
  %

  	
  30

  	
  %

  
	
  10.50

  	
  %

  	
  12.00

  	
  %

  	
  35

  	
  %

  
	
  12.00

  	
  %

  	
  12.50

  	
  %

  	
  40

  	
  %

  
	
  12.50

  	
  %

  	
  13.00

  	
  %

  	
  45

  	
  %

  
	
  13.00

  	
  %

  	
  —

  	
   

  	
  50

  	
  %

  
								



 


D.            Bonus for Class II
employee participants


 


In the event that Adjusted Operating Income
as a percentage of Adjusted Net Revenues for fiscal 2005 equals or exceeds 9%,
each Class II employee participant will be entitled to be paid a bonus equal to
the following percentage of his or her annual gross wages for calendar 2005 (excluding
commissions, bonuses, option exercise income, auto expense charge-backs and any
unearned income.)


 


1





















 


	
  If the Adjusted Operating Income

  	
   

  	
   

  	
   

  
	
  Percentage of Adjusted Net Revenues

  	
   

  	
   

  	
   

  
	
  Is Equal to or

  	
   

  	
  And

  	
   

  	
  Bonus as a Percentage

  	
   

  
	
  Greater Than

  	
   

  	
  Less Than

  	
   

  	
  of Annual Gross Wages

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.00

  	
  %

  	
  9.25

  	
  %

  	
  5

  	
  %

  
	
  9.25

  	
  %

  	
  9.50

  	
  %

  	
  10

  	
  %

  
	
  9.50

  	
  %

  	
  10.00

  	
  %

  	
  15

  	
  %

  
	
  10.00

  	
  %

  	
  10.50

  	
  %

  	
  20

  	
  %

  
	
  10.50

  	
  %

  	
  11.00

  	
  %

  	
  25

  	
  %

  
	
  11.00

  	
  %

  	
  11.50

  	
  %

  	
  30

  	
  %

  
	
  10.50

  	
  %

  	
  12.00

  	
  %

  	
  35

  	
  %

  
	
  12.00

  	
  %

  	
  12.50

  	
  %

  	
  40

  	
  %

  
	
  12.50

  	
  %

  	
  13.00

  	
  %

  	
  45

  	
  %

  
	
  13.00

  	
  %

  	
  —

  	
   

  	
  50

  	
  %

  



 


E.                                      The maximum bonus
to be paid pursuant to the Plan to any Class I or Class II employee
participant will not exceed 50% of his or her annual gross wages for calendar
2005 (excluding commissions, bonuses, option exercise income, auto expense
charge-backs or any unearned income),regardless of the amount of Operating
Income or Adjusted Operating Income. Furthermore, to qualify for a bonus under
the Plan, the employee participant must be a full-time employee of the
Corporation on the last day of fiscal 2005.


 


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