Exhibit 10.24






Exhibit 10.24




Restricted Stock Unit Agreement

Granted Under IDEXX Laboratories, Inc. 2009 Stock Incentive Plan




1. Grant of Restricted Stock.




IDEXX Laboratories, Inc., a Delaware corporation (the “Company”), hereby grants to the
Participant a Restricted Stock Unit Award consisting of the number of Restricted Stock Units
(“RSUs”) stated on the reverse side of this Agreement. Each RSU represents the right to receive
one share of common stock, $.01 par value, of the Company (individually a “Share” and collectively
the “Shares”). The Company will record on its books the grant of the RSUs to the Participant and
will issue Shares upon vesting of the RSUs as provided below. This award of RSUs is



subject to the terms and conditions set forth in this Agreement, the Company’s 2009 Stock
Incentive Plan (the “Plan”), and the description of the Plan set forth in the Plan Prospectus.
The Plan and Plan Prospectus are provided to the Participant with this Agreement. Defined terms
not otherwise defined in this Agreement shall have the meanings set forth in the Plan or the
Prospectus.




2. Vesting and Forfeiture.




(a) Vesting. Subject to Section 3(b), the RSUs shall vest and become nonforfeitable in
accordance with the vesting schedule set forth on the reverse side of this Agreement.



(b) Forfeiture. Except as otherwise provided in this Section 3, in the event that the
Participant ceases to be employed by the Company or a member of the Board of Directors of the
Company (an “Eligible Grantee”) for any reason or no reason, with or without cause, the balance of
RSUs that have not vested as of the date of such cessation will be forfeited and the Participant
will have no future rights with respect to any such unvested RSUs. For all purposes of this
Agreement, (i) “employment” shall be defined in accordance with the provisions of Section
1.421-7(h) of the Income Tax Regulations or any successor regulations, and (ii) if this Agreement
shall be assumed or a new Agreement substituted therefor in a transaction to which Section 425(a)
of the Code applies, employment by such assuming or substituting corporation shall be considered
for all purposes of this Agreement to be employment by the Company. If the Participant is employed
by a parent or subsidiary of the Company, any references in this Agreement to employment with the
Company or termination of employment by or with the Company shall instead be deemed to refer to
such parent or subsidiary.



3. Restrictions on Tranfer.




The Participant may not sell, assign, transfer, pledge, hypothecate or otherwise dispose of by
operation of law or otherwise, any RSUs, or any interest therein, except by will or the laws of
descent and distribution.



4. Rights as Stockholder.




Neither the Participant, nor any person claiming through the Participant, will have any of the
rights or privileges of a stockholder of the Company with respect to the RSUs unless and until
Shares have been issued, recorded on the records of the Company or its transfer agent, and
delivered to the Participant upon vesting of the RSUs. No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior to the date such Shares are
issued. After such issuance, recordation and delivery, the Participant will have all the rights of
a stockholder of the Company with respect to the Shares.



5. Delivery of Shares; Compliance with Securities Laws, Etc.




(a) General. The Company shall, upon vesting of RSUs hereunder, make prompt delivery of
vested Shares to the Participant, provided that if any law or regulation requires the Company to
take any action with respect to such Shares before the issuance thereof, then the date of delivery
of such Shares shall be extended for the period necessary to complete such action.



(b) Listing, Qualification, Etc. This Agreement shall be subject to the requirement that if,
at any time, counsel to the Company shall determine that the listing, registration or qualification
of Shares subject hereto upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, or that the disclosure of non-public
information or the satisfaction of any other condition is necessary as a condition of, or in
connection with, the issuance of Shares hereunder, then such issuance shall be deferred until such
listing, registration, qualification, consent or approval, disclosure or satisfaction of such other
condition shall have been effected or obtained on terms acceptable to the Board of Directors.
Nothing herein shall be deemed to require the Company to apply for, effect disclosure, or to
satisfy such other condition.



6. No Special Employment Rights.




Nothing contained in the Plan, the Prospectus or this Agreement shall be construed or deemed
to constitute an employment or service contract or confer or be deemed to confer on the Participant
any right to continue in the employ or service of, or to continue any other relationship with, the
Company or limit in any way the right of the Company to terminate the Participant’s employment or
service or other relationship at any time, with or without cause.



 


 









 






7. Withholding Taxes; Section 83(b) election.




(a) No Shares will be delivered pursuant to the vesting of an RSU unless and until the
Participant satisfies any federal, state or local withholding tax obligation required by law to be
withheld in respect of this award. The Participant acknowledges and agrees that to satisfy any
such tax obligation, the Company may deduct and retain from the Shares to be distributed upon
vesting of RSUs such number of Shares as is equal in value to the Company’s minimum statutory
withholding obligations with respect to the income recognized by the Participant upon such vesting
(based on minimum statutory withholding rates for federal and state tax purposes, including payroll
taxes, that are applicable to such income), based on the closing price of the Company’s common
stock on the date of vesting.



(b) The Participant acknowledges that no election under Section 83(b) of the Internal Revenue
Code of 1986 may be filed with respect to this award.



8. Data Privacy.




By entering into this Agreement, the Participant: (i) authorizes the Company and its
Subsidiaries, and any agent of the Company and its Subsidiaries administering the Plan or providing
Plan recordkeeping services, to disclose to the Company or any of its Subsidiaries such information
and data as the Company or any such Subsidiary shall request in order to facilitate administration
of the Plan; (ii) waives any data privacy rights he or she may have with respect to such information; and
(iii) authorizes the Company and its Subsidiaries to store and transmit such information in
electronic form.



9. Miscellaneous.




(a) Except as provided herein, this Agreement may not be amended or otherwise modified unless
evidenced in writing and signed by the Company and the Participant. Any provision for the benefit
of the Company contained in this Agreement may be waived, either generally or in any particular
instance, by the Board of Directors of the Company. The Board of Directors may amend, alter,
suspend, discontinue or terminate the Plan, or any portion thereof, at any time, subject to the
requirements for certain amendments or alterations set forth in the Plan.



(b) All notices under this award shall be mailed or delivered by hand to the parties at their
respective addresses set forth on the opposite side of this Agreement or at such other address as
may be designated in writing by either of the parties to one another.



(c) This Agreement and the Plan constitute the entire agreement between the parties, and
supersedes all prior agreements and understandings, relating to the subject matter of this
Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect
the validity or enforceability of any other provision of this Agreement, and each other provision
of this Agreement shall be severable and enforceable to the extent permitted by law.



(d) This Agreement shall be binding upon and inure to the benefit of the Company and the
Participant and their respective heirs, executors, administrators, representatives, successors and
assigns, subject to the restrictions on transfer set forth in Section 3 hereof.



(e) The right of the Participant to receive Shares pursuant to this award is an unfunded and
unsecured obligation of the Company. The Participant shall have no rights under this award other
than those of an unsecured general creditor of the Company.



(f) This award shall be governed by and construed in accordance with the laws of the State of
Delaware and applicable federal law, without regard to applicable conflicts of laws.