Exhibit
10.1


COVANCE
INC.


RESTRICTED
STOCK AGREEMENT


2002
Employee Equity Participation Plan


(2007 Retention Incentive Award)


RESTRICTED STOCK AGREEMENT dated as of February 22,
2007 (the “Agreement”) between COVANCE INC., a Delaware corporation (“Company”),
located at 210 Carnegie Center, Princeton, New Jersey 08540, and Joseph Herring
(the “Employee”).


W
I  T  N  E  S  S  E  T  H:


A.            WHEREAS,
the Employee is currently employed by the Company, or a corporation which is a “subsidiary
corporation” within the meaning of Section 424(f) of the Internal Revenue Code
of 1986, as amended, modified or supplemented from time to time (“Code”) or
which is an entity in which the Company holds beneficially at least fifty
percent (50%) of the ownership interest (each, a “Subsidiary Company”), in an
important executive, managerial or technical capacity.


B.            WHEREAS,
the Company desires to have the Employee remain in the employment of the
Company or a Subsidiary Company and to afford the Employee the opportunity to
acquire, or enlarge the Employee’s stock ownership in the Company so that the
Employee may have a direct proprietary interest in the Company’s success.


NOW, THEREFORE, in consideration of the premises, the
mutual covenants and agreements set forth below, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereby agree as follows:


1.   Grant of Shares.  Subject to the terms and conditions of the
Employee Equity Participation Plan (as amended, modified or supplemented from
time to time, the “Plan”) and this Agreement, the Company hereby grants (“Grant”)
to the Employee, as of the date of this Agreement (“Grant Date”) 33,500 shares
of Common Stock, par value $.01 per share (the “Common Stock”), of the Company.


2.   Vesting of
Restricted Shares; Rights. 
(a) The Shares shall vest on February 22, 2012.


(b)   Subject to the
terms and conditions of this Agreement, Employee shall have all rights relating
to the Shares, including the right to vote and collect dividends as declared
and paid by the Company, subject to appropriate withholding to satisfy
applicable tax requirements.













3.   Termination.  (a) 
The Grant with respect to any unvested Shares shall be forfeited and be
of no further force or effect upon the termination of the Employee’s
employment, for any reason, with the Company, except in the case of his death,
disability (as defined 22(e)(3) of the Code) or his retirement with the consent
of the Company, in which case all unvested Shares shall thereupon immediately
vest.


(b)   If the Employee
shall be transferred from the Company to a Subsidiary Company, or from a
Subsidiary Company to the Company, or from a Subsidiary Company to a Subsidiary
Company, his employment shall not be deemed to be terminated by reason of such
transfer.  The unvested portion of the
Shares shall terminate immediately if, while the Employee is employed by a
Subsidiary Company, such Subsidiary Company shall cease to be a Subsidiary
Company and the Employee is not thereupon transferred to and employed by the
Company or another Subsidiary Company.


4.   Construction.  Whenever the word “Employee” is
used in any provision of this Agreement in circumstances where the provision
should logically be construed to apply to the estate, personal representative,
or beneficiary to whom this Grant may be transferred by Will, by the laws of
descent and distribution, or by a qualified domestic relations order pursuant
to the Code or Title I of the Employment Retirement Income Security Act of
1974, as amended, modified or supplemented from time to time (“ERISA”), it shall
be deemed to include such person.


5.   Registration of Shares; Restrictions on Transfer.
 (a)  The number of Shares granted shall be
registered in the name of the Employee, but the Employee shall not be entitled
to receive the Shares until the Shares have vested.  Until the Shares have vested and the Employee
has received the Shares, the Employee may not give, grant, sell, exchange,
transfer legal title, pledge, assign or otherwise encumber or dispose of any
unvested Shares granted pursuant to the Plan or any interest therein or this
Agreement, otherwise than by Will, the laws of descent and distribution or by a
qualified domestic relations order pursuant to the Code or Title I of
ERISA.


(b)   No assignment or
transfer of any unvested Shares, or of the rights represented thereby or this
Agreement, whether voluntary or involuntary, by operation of law or otherwise
(except by Will, the laws of descent and distribution, or a qualified domestic
relations order pursuant to the Code or Title I of ERISA), shall vest in the
assignee or transferee any interest or right herein whatsoever.  Further, immediately upon any attempt to
assign or transfer any unvested Shares granted pursuant to this Agreement, the
Grant shall immediately terminate and be of no further force or effect (except
by Will, the laws of descent and distribution, or a qualified domestic
relations order pursuant to the Code or Title I or ERISA).


6.   Powers.  The existence of this Grant shall
not affect in any way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalization, reorganizations or
other changes in the Company’s capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred
or prior preference stocks ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any 













part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.


7.   Change of Control.  Except as set forth in Paragraph 3
hereof, notwithstanding anything in this Agreement to the contrary, all Shares
which have not vested as of the date of a Change of Control (as defined below)
occurs, shall immediately vest upon a Change of Control and be delivered to the
Employee pursuant to the delivery provisions of this Agreement.  For purposes of this Agreement, a Change of
Control shall be defined as:


(1) any person
(including as such term is used in Section 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended) who becomes the beneficial owner, directly or
indirectly, of securities representing 20% or more of the combined voting power
of the Company’s then outstanding securities; or


(2) as a result of a
proxy contest or contests or other forms of contested shareholder votes (in
each case either individually or in the aggregate), a majority of the
individuals elected to serve on the Company’s Board of Directors are different
than the individuals who served on the Company’s Board of Directors at any time
within the two years prior to such proxy contest or contests or other forms of
contested shareholder votes (in each case either individually or in the
aggregate); or


(3) when the Company’s
shareholders approve a merger, or consolidation (where in each case the Company
is not the survivor thereof), or sale or disposition of all or substantially
all of the Company’s assets or a plan or partial or complete liquidation; or


(4) when an offerer (other
than the Company) purchases shares of the Company’s Common Stock pursuant to a
tender or exchange offer for securities representing 20% or more of the
combined voting power of the Company’s then outstanding securities.


8.   Issuance of Shares;
Power of Attorney.  (a)  The Company may place a “stop transfer” order
with respect to all unvested Shares with its transfer agent.  Within fifteen (15) days of the vesting date,
the Company shall remove any “stop transfer” order with respect to the vested
Shares.  The unvested Shares shall be
retained by the Company and will be subject to the provisions of this Award.













(b)   The Company shall
have the right to deduct from any vested shares a number of shares sufficient
to cover the withholding of any federal, state or local or other governmental
taxes or charges required by law or such greater amount of withholding as
permitted by applicable law, rules or regulations, or to take such other action
as may be necessary to satisfy any such withholding obligations.


(c)   The Employee
hereby constitutes and appoints the Company as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him in his name, place and stead, in any and all capacities to take all
actions and to execute all instruments necessary and proper to carry out the
issuance and cancellation of the Shares hereunder.


(d)   The Employee
represents and warrants that he will take all actions necessary, as directed by
the Company, to cancel the certificate representing any or all unvested Shares
upon termination of his employment.


9.   Changes in Law.  Notwithstanding anything in this
Agreement to the contrary, if at any time any law or regulations of any
governmental authority having jurisdiction in the premises shall require either
the Company or the Employee to take any action in connection with the Shares
then to be issued, the issue of such Shares shall be deferred until such action
shall have been taken.


10.   Dispute.  Any dispute or disagreement which
shall arise under, as a result of, or pursuant to, this Agreement shall be
finally determined by the Company’s Compensation and Organization Committee of
the Board of Directors in its absolute and uncontrolled discretion, and any
such determination or any other determination by the Company’s Compensation and
Organization Committee of the Board of Directors under or pursuant to this
Agreement, and any interpretation by the Company’s Compensation and
Organization Committee of the Board of Directors of the terms of this
Agreement, shall be final, binding and conclusive on all persons affected
thereby.


11.   Securities Law
Restrictions. The Employee represents and warrants that he or she is
acquiring the Shares for investment, for his own account and not with a view to
the distribution thereof, and that the Employee has no present intention of
disposing of the Shares or any interest therein or sharing ownership thereof
with any other person or entity.  The
Employee shall not sell, hypothecate or transfer the Shares except pursuant to
an effective registration statement under the Securities Act of 1933, as
amended or an applicable exemption thereto evidenced by an opinion of counsel
in form and substance satisfactory to the Company.


12.   No Effect Upon
Employment.   This Agreement
does not give, nor shall it be construed as giving, the Employee any right to
employment by the Company or any of its subsidiaries or affiliates.













13.   Governing Law;
Binding Effect. 
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY (WITHOUT REGARD TO THE
CONFLICT OF LAW PROVISIONS THEREOF) AND ALL QUESTIONS CONCERNING THE VALIDITY
AND CONSTRUCTION THEREOF SHALL BE GOVERNED IN ACCORDANCE WITH THE LAWS OF SAID
STATE; PROVIDED, HOWEVER, THAT ALL MATTERS OF CORPORATE
GOVERNANCE AND OTHER CORPORATE MATTERS CONCERNING DELAWARE CORPORATIONS SHALL
BE GOVERNED BY THE DELAWARE GENERAL CORPORATION LAW. Except as otherwise
expressly provided herein, this Agreement shall be binding upon and inure to
the benefit of the parties hereto, their legal representatives, successors and
assigns.


14.   Effect on Compensation and
Discretionary Nature of Grant. 
Notwithstanding anything in this Agreement to the contrary, none of the
Shares, if any, granted or paid to Employee shall be considered compensation
for the purpose of determining Employee’s compensation under any other benefit
or compensation plan of the Company, including, without limitation, any bonus
plan, variable compensation plan, long-term incentive plan, pension plan or
other retirement plans.  The Employee acknowledges and agrees that the
Plan is discretionary in nature and may be amended, cancelled, or terminated by
the Company, in its sole discretion, at any time.  The grant of restricted stock under the Plan
is a one-time benefit and does not create any contractual or other right to
receive a restricted grant of stock or benefits in lieu of restricted stock in
the future.  Future grants of restricted
stock, if any, will be at the sole discretion of the Company, including, but
not limited to, the timing of any grant, the number of shares of restricted
stock and the vesting provisions.


15.   Section 83(b) Election.  If Employee makes an election with respect to
the receipt of the Shares pursuant to Section 83(b) of the Code (the “Election”),
such Election shall contain all information required by Treasury Regulation
Section 1.83-2 and shall, in accordance with that regulation, be filed no later
than 30 days after the transfer of the Shares to the Employee.  The Election shall be filed with the Internal
Revenue Service Center at which the Employee files his or her income tax
return.  Contemporaneously with such
filing, the Employee shall furnish a copy of the Election to the Company, in
accordance with Treasury Regulation Section 1.83-2(d).


16.   Plan Document.  This Agreement is subject in all respects to
the Plan, a copy of which may be obtained from the Company’s Corporate Senior
Vice President, Human Resources, 210 Carnegie Center, Princeton, New
Jersey  08540.  To the extent that there is any inconsistency
or conflict between this Agreement and the Plan, the Plan shall control.













IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.


	
  

  	
  COVANCE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE