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                                                                   Exhibit 10.14


                 CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

                               2000 INCENTIVE PLAN

1.       ADMINISTRATION

         Subject to the express provisions of the Plan, the Administrator has
the authority to interpret the Plan; determine eligibility for and grant Awards;
determine, modify or waive the terms and conditions of any Award; prescribe
forms, rules and procedures (which it may modify or waive); and otherwise do all
things necessary to implement the Plan. Once an Award has been communicated in
writing to a Participant, the Administrator may not, without the Participant's
consent, alter the terms of the Award so as to affect adversely the
Participant's rights under the Award, unless the Administrator has expressly
reserved the right to do so. In the case of any Award intended to be eligible
for the performance-based compensation exception under Section 162(m), the
Administrator shall exercise its discretion consistent with qualifying the Award
for such exception.

2.       LIMITS ON AWARD UNDER THE PLAN

         a. NUMBER OF SHARES. A maximum of 1,189,000 shares of Stock may be
delivered in satisfaction of Awards under the Plan. For purposes of the
preceding sentence, shares that have been forfeited in accordance with the terms
of the applicable Award and shares held back in satisfaction of the exercise
price or tax withholding requirements from shares that would otherwise have been
delivered pursuant to an Award shall not be considered to have been delivered
under the Plan. Also, the number of shares of Stock delivered under an Award
shall be determined net of any previously acquired Shares tendered by the
Participant in payment of the exercise price or of withholding taxes.

         b. TYPE OF SHARES. Stock delivered by the Company under the Plan may be
authorized but unissued Stock or previously issued Stock acquired by the Company
and held in treasury. No fractional shares of Stock will be delivered under the
Plan.

         c. CERTAIN SHARE LIMITS. The maximum number of shares of Stock for
which Stock Options may be granted to any person from and after adoption of the
Plan and prior to June 5, 2010, the maximum number of shares of Stock subject to
SARs granted to any person during such period and the aggregate maximum number
of shares of Stock subject to other Awards that may be delivered (or the value
of which may be paid) to any person during such period shall each be 2,000,000.
For purposes of the preceding sentence, the repricing of a Stock Option or SAR
shall be treated as a new grant to the extent required under Section 162(m).
Subject to these limitations, each person eligible to participate in the Plan
shall be eligible to receive Awards covering up to the full number of shares of
Stock then available for Awards under the Plan. No Awards may be granted under
the Plan after June 5, 2010, but previously granted Awards may extend beyond
that date.

         d. OTHER AWARD LIMITS. No more than $2,000,000 may be paid to any
individual with respect to any Cash Performance Award (other than an Award
expressed in terms of shares of Stock



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or units representing Stock, which shall instead be subject to the limit set
forth in Section 2.c. above). In applying the dollar limitation of the preceding
sentence: (A) multiple Cash Performance Awards to the same individual that are
determined by reference to performance periods of one year or less ending with
or within the same fiscal year of the Company shall be subject in the aggregate
to one limit of such amount, and (B) multiple Cash Performance Awards to the
same individual that are determined by reference to one or more multi-year
performance periods ending in the same fiscal year of the Company shall be
subject in the aggregate to a separate limit of such amount.

3.       ELIGIBILITY AND PARTICIPATION

         The Administrator will select Participants from among those key
Employees, directors and other individuals or entities providing services to the
Company or its Affiliates who, in the opinion of the Administrator, are in a
position to make a significant contribution to the success of the Company and
its Affiliates. Eligibility for ISOs is further limited to those individuals
whose employment status would qualify them for the tax treatment described in
Sections 421 and 422 of the Code.

4.       RULES APPLICABLE TO AWARDS

         a.       ALL AWARDS

                  (1) TERMS OF AWARDS. The Administrator shall determine the
terms of all Awards subject to the limitations provided herein.

                  (2) PERFORMANCE CRITERIA. Where rights under an Award depend
in whole or in part on satisfaction of Performance Criteria, actions by the
Company that have an effect, however material, on such Performance Criteria or
on the likelihood that they will be satisfied will not be deemed an amendment or
alteration of the Award.

                  (3) ALTERNATIVE SETTLEMENT. The Company may at any time
extinguish rights under an Award in exchange for payment in cash, Stock (subject
to the limitations of Section 2) or other property on such terms as the
Administrator determines, provided the holder of the Award consents to such
exchange.

                  (4) TRANSFERABILITY OF AWARDS. Except as the Administrator
otherwise expressly provides, Awards may not be transferred other than by will
or by the laws of descent and distribution and during a Participant's lifetime
an Award requiring exercise may be exercised only by the Participant (or in the
event of the Participant's incapacity, the person or persons legally appointed
to act on the Participant's behalf).

                  (5) VESTING, ETC. Without limiting the generality of Section
1, the Administrator may determine the time or times at which an Award will vest
(I.E., become free of forfeiture



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restrictions) or become exercisable and the terms on which an Award requiring
exercise will remain exercisable. Unless the Administrator expressly provides
otherwise:

                           (A) immediately upon the cessation of a Participant's
         employment or other service relationship with the Company and its
         Affiliates, all Awards (other than Stock Options and SARs) held by the
         Participant (or by a permitted transferee under Section 4.a.(4))
         immediately prior to such cessation of employment or other service
         relationship will be forfeited if not then vested and, where
         exercisability is relevant, will cease to be exercisable;

                            (B) except as provided in (C) and (D) below, all
         Stock Options and SARs held by a Participant (or by a permitted
         transferee under Section 4.a.(4)) immediately prior to the cessation of
         the Participant's employment or other service relationship for reasons
         other than death, to the extent then exercisable, will remain
         exercisable for the lesser of (i) a period of three months or (ii) the
         period ending on the latest date on which such Stock Option or SAR
         could have been exercised without regard to this Section 4.a.(5), and
         shall thereupon terminate;

                            (C) all Stock Options and SARs held by a Participant
         (or by a permitted transferee under Section 4.a.(4)) immediately prior
         to the Participant's death, to the extent then exercisable, will remain
         exercisable for the lesser of (i) the one-year period ending with the
         first anniversary of the Participant's death or (ii) the period ending
         on the latest date on which such Stock Option or SAR could have been
         exercised without regard to this Section 4.a.(5), and shall thereupon
         terminate; and

                           (D) all Stock Options and SARs held by a Participant
         (or by a permitted transferee of the Participant under Section 4.a.(4))
         whose cessation of employment or other service relationship is
         determined by the Administrator in its sole discretion to result from
         reasons which cast such discredit on the Participant as to justify
         immediate termination of the Award shall immediately terminate upon
         such cessation.

Unless the Administrator expressly provides otherwise, a Participant's
"employment or other service relationship with the Company and its Affiliates"
will be deemed to have ceased, in the case of an employee Participant, upon
termination of the Participant's employment with the Company and its Affiliates
(whether or not the Participant continues in the service of the Company or its
Affiliates in some capacity other than that of an employee of the Company or its
Affiliates), and in the case of any other Participant, when the service
relationship in respect of which the Award was granted terminates (whether or
not the Participant continues in the service of the Company or its Affiliates in
some other capacity).

                  (6) TAXES. The Administrator will make such provision for the
withholding of taxes as it deems necessary. The Administrator may, but need not,
hold back shares of Stock from an Award or permit a Participant to tender
previously owned shares of Stock in satisfaction of tax



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withholding requirements. In no event shall Stock be tendered or held back by
the Company in excess of the minimum amount required to be withheld for Federal,
state, and local taxes.

                  (7) DIVIDEND EQUIVALENTS, ETC. The Administrator may provide
for the payment of amounts in lieu of cash dividends or other cash distributions
with respect to Stock subject to an Award if and in such manner as it deems
appropriate.

                  (8) RIGHTS LIMITED. Nothing in the Plan shall be construed as
giving any person the right to continued employment or service with the Company
or its Affiliates, or any rights as a shareholder except as to shares of Stock
actually issued under the Plan. The loss of existing or potential profit in
Awards will not constitute an element of damages in the event of termination of
employment or service for any reason, even if the termination is in violation of
an obligation of the Company or Affiliate to the Participant.

                  (9) SECTION 162(m). The Administrator in its discretion may
grant Performance Awards that are intended to qualify for the performance-based
compensation exception under Section 162(m) and Performance Awards that are not
intended so to qualify. In the case of an Award intended to be eligible for the
performance-based compensation exception under Section 162(m), the Plan and such
Award shall be construed to the maximum extent permitted by law in a manner
consistent with qualifying the Award for such exception. In the case of a
Performance Award intended to qualify as performance-based for the purposes of
Section 162(m), except as otherwise permitted by the regulations at Treas. Regs.
Section 1.162-27: (i) the Administrator shall preestablish in writing one or
more specific Performance Criteria no later than 90 days after the commencement
of the period of service to which the performance relates (or at such earlier
time as is required to qualify the Award as performance-based under
Section 162(m)); (ii) payment of the Award shall be conditioned upon prior
certification by the Administrator that the Performance Criteria have been
satisfied; and (iii) if the Performance Criteria with respect to the Award are
not satisfied, no other Award shall be provided in substitution of the
Performance Award. The provisions of this Section 6.a.(9) shall be construed
in a manner that is consistent with the regulations under Section 162(m).

         b.       AWARDS REQUIRING EXERCISE

                  (1) TIME AND MANNER OF EXERCISE. Unless the Administrator
expressly provides otherwise, (a) an Award requiring exercise by the holder will
not be deemed to have been exercised until the Administrator receives a written
notice of exercise (in form acceptable to the Administrator) signed by the
appropriate person and accompanied by any payment required under the Award; and
(b) if the Award is exercised by any person other than the Participant, the
Administrator may require satisfactory evidence that the person exercising the
Award has the right to do so.

                  (2) EXERCISE PRICE. The Administrator shall determine the
exercise price of each Stock Option; PROVIDED, that except as otherwise
permitted by the regulations at Treas. Regs. Section 1.162-27, each Stock Option
intended to qualify for the performance-based exception under Section 162(m) of
the Code and each ISO must have an exercise price that is not less than the fair
market



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value of the Stock subject to the Stock Option, determined as of the date of
grant. An ISO granted to an Employee described in Section 422(b)(6) of the Code
must have an exercise price that is not less than 110% of such fair market
value.

                  (3) PAYMENT OF EXERCISE PRICE, IF ANY. Where the exercise of
an Award is to be accompanied by payment, the Administrator may determine the
required or permitted forms of payment, subject to the following: (a) all
payments will be by cash or check acceptable to the Administrator, or, if so
permitted by the Administrator (with the consent of the optionee of an ISO if
permitted after the grant), (i) through the delivery of shares of Stock which
have been outstanding for at least six months (unless the Administrator approves
a shorter period) and which have a fair market value equal to the exercise
price, (ii) by delivery of a promissory note of the person exercising the Award
to the Company, payable on such terms as are specified by the Administrator,
(iii) if the Stock is publicly traded, by delivery of an unconditional and
irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price, or (iv) by any combination of the
foregoing permissible forms of payment; and (b) where shares of Stock issued
under an Award are part of an original issue of shares, the Award shall require
an exercise price equal to at least the par value of such shares.

                  (4) GRANT OF STOCK OPTIONS. Each Stock Option awarded under
the Plan shall be deemed to have been awarded as a non-ISO (and to have been so
designated by its terms) unless the Administrator expressly provides for ISO
treatment that the Stock Option is to be treated as an ISO.

         c.       AWARDS NOT REQUIRING EXERCISE

         Awards of Restricted Stock and Unrestricted Stock may be made in return
for either (i) services determined by the Administrator to have a value not less
than the par value of the Awarded shares of Stock, or (ii) cash or other
property having a value not less than the par value of the Awarded shares of
Stock plus such additional amounts (if any) as the Administrator may determine
payable in such combination and type of cash, other property (of any kind) or
services as the Administrator may determine.

5.       EFFECT OF CERTAIN TRANSACTIONS

         a.        MERGERS, ETC.

         Immediately prior to a Covered Transaction (other than an Excluded
Transaction in which the outstanding Awards have been assumed or substituted for
as provided below), all outstanding Awards shall vest and, if relevant, become
exercisable, all Performance Criteria and other conditions to any Award shall be
deemed satisfied, and all deferrals measured by reference to or payable in
shares of Stock shall be accelerated. Upon consummation of a Covered
Transaction, all Awards then outstanding and requiring exercise or delivery
shall terminate unless assumed by an acquiring or surviving entity or its
affiliate as provided below.



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         In the event of a Covered Transaction, the Administrator may provide
for substitute or replacement Awards from, or the assumption of Awards by, the
acquiring or surviving entity or its affiliates on such terms as the
Administrator determines.

         b.       CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK

                  (1) BASIC ADJUSTMENT PROVISIONS. In the event of a stock
dividend, stock split or combination of shares, recapitalization or other change
in the Company's capital structure, the Administrator will make appropriate
adjustments to the maximum number of shares that may be delivered under the Plan
under Section 2.a. and to the maximum share limits described in Section 2.c.,
and will also make appropriate adjustments to the number and kind of shares of
stock or securities subject to Awards then outstanding or subsequently granted,
any exercise prices relating to Awards and any other provision of Awards
affected by such change. For the avoidance of doubt, the 1,189,000 and 2,000,000
share limits expressed in Section 2 are intended to reflect the increased number
of shares resulting from the share exchange approved on June 5, 2000;
accordingly, no further adjustment in those limits shall be made under this
Section 5.b. solely to reflect such exchange.

                  (2) CERTAIN OTHER ADJUSTMENTS. The Administrator may also make
adjustments of the type described in paragraph (1) above to take into account
distributions to common stockholders other than those provided for in Section
5.a. and 5.b.(1), or any other event, if the Administrator determines that
adjustments are appropriate to avoid distortion in the operation of the Plan and
to preserve the value of Awards made hereunder; PROVIDED, that no such
adjustment shall be made to the maximum share limits described in Section 2.c.,
or otherwise to an Award intended to be eligible for the performance-based
exception under Section 162(m), except to the extent consistent with that
exception, nor shall any change be made to ISOs except to the extent consistent
with their continued qualification under Section 422 of the Code.

                  (3) CONTINUING APPLICATION OF PLAN TERMS. References in the
Plan to shares of Stock shall be construed to include any stock or securities
resulting from an adjustment pursuant to Section 5.b.(1) or 5.b.(2) above.



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6.       LEGAL CONDITIONS ON DELIVERY OF STOCK

         The Company will not be obligated to deliver any shares of Stock
pursuant to the Plan or to remove any restriction from shares of Stock
previously delivered under the Plan until the Company's counsel has approved all
legal matters in connection with the issuance and delivery of such shares; if
the outstanding Stock is at the time of delivery listed on any stock exchange or
national market system, the shares to be delivered have been listed or
authorized to be listed on such exchange or system upon official notice of
issuance; and all conditions of the Award have been satisfied or waived. If the
sale of Stock has not been registered under the Securities Act of 1933, as
amended, the Company may require, as a condition to exercise of the Award, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act. The Company may require that
certificates evidencing Stock issued under the Plan bear an appropriate legend
reflecting any restriction on transfer applicable to such Stock.

7.       AMENDMENT AND TERMINATION

         Subject to the last sentence of Section 1, the Administrator may at any
time or times amend the Plan or any outstanding Award for any purpose which may
at the time be permitted by law, or may at any time terminate the Plan as to any
further grants of Awards; PROVIDED, that (except to the extent expressly
required or permitted by the Plan) no such amendment will, without the approval
of the stockholders of the Company, effectuate a change for which stockholder
approval is required in order for the Plan to continue to qualify under Section
422 of the Code and for Awards to be eligible for the performance-based
exception under Section 162(m).

8.       NON-LIMITATION OF THE COMPANY'S RIGHTS

         The existence of the Plan or the grant of any Award shall not in any
way affect the Company's right to Award a person bonuses or other compensation
in addition to Awards under the Plan.

9.       GOVERNING LAW

         The Plan shall be construed in accordance with the laws of The
Commonwealth of Massachusetts.

10.      DEFINED TERMS.

         The following terms, when used in the Plan, shall have the meanings and
be subject to the provisions set forth below:

         "ADMINISTRATOR": The Board or, if one or more has been appointed, the
Committee. With respect to ministerial tasks deemed appropriate by the Board or
Committee, the term "Administrator"



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shall also include such persons (including Employees) to whom the Board or
Committee shall have delegated such tasks.

         "AFFILIATE": Any corporation or other entity owning, directly or
indirectly, 50% or more of the outstanding Stock of the Company, or in which the
Company or any such corporation or other entity owns, directly or indirectly,
50% of the outstanding capital stock (determined by aggregate voting rights) or
other voting interests.

         "AWARD":  Any or a combination of the following:

                  (i) Stock Options.

                  (ii) SARs.

                  (iii) Restricted Stock.

                  (iv) Unrestricted Stock.

                  (v)  Deferred Stock.

                  (vi) Cash Performance Awards.

                  (vii)  Other Performance Awards.

                  (viii) Grants of cash, or loans, made in connection with other
         Awards in order to help defray in whole or in part the economic cost
         (including tax cost) of the Award to the Participant.

         "BOARD":  The Board of Directors of the Company.

         "CASH PERFORMANCE AWARD": A Performance Award payable in cash. The
right of the Company under Section 4.a.(3) (subject to the consent of the holder
of the Award as therein provided) to extinguish an Award in exchange for cash or
the exercise by the Company of such right shall not make an Award otherwise not
payable in cash a Cash Performance Award.

         "CODE": The U.S. Internal Revenue Code of 1986 as from time to time
amended and in effect, or any successor statute as from time to time in effect.

         "COMMITTEE": One or more committees of the Board (including any
subcommittee thereof) appointed or authorized to make Awards and otherwise to
administer the Plan. In the case of Awards granted to officers of the
Company, except as otherwise permitted by the regulations at Treas. Regs.
Section 1.162-27, the Committee shall be comprised solely of two or more
outside directors within the meaning of Section 162(m).

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         "COMPANY": Charles River Laboratories International, Inc.

         "COVERED TRANSACTION": Any of (i) a consolidation or merger in which
the Company is not the surviving corporation or which results in any individual,
entity or "group" (within the meaning of section 13(d) of the Securities
Exchange Act of 1934) acquiring the beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) directly or indirectly of more
than 50% of either the then outstanding shares of common stock of the Company or
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors, (ii) a sale or
transfer of all or substantially all the Company's assets, or (iii) a
dissolution or liquidation of the Company.

         "DEFERRED STOCK": A promise to deliver Stock or other securities in the
future on specified terms.

         "EMPLOYEE":  Any person who is employed by the Company or an Affiliate.

         "EXCLUDED TRANSACTION":  A Covered Transaction in which

         (i) the shares of common stock of the Company or the voting securities
of the Company entitled to vote generally in the election of directors are
acquired directly from the Company; or

         (ii) the shares of common stock of the Company or the voting securities
of the Company entitled to vote generally in the election of directors are
acquired by any employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company; or

         (iii) (a) the beneficial owners of the outstanding shares of common
stock of the Company, and of the securities of the Company entitled to vote
generally in the election of directors, immediately prior to such transaction
beneficially own, directly or indirectly, in substantially the same proportions
immediately following such transaction more than 50% of the outstanding shares
of common stock and of the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of the
corporation (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) resulting from such
transaction excluding such ownership as existed prior to the transaction and (b)
at least a majority of the members of the board of directors of the corporation
resulting from such transaction were members of the board of directors at the
time of the execution of the initial agreement, or of the action of the Board,
authorizing such transaction.

         "ISO": A Stock Option intended to be an "incentive stock option" within
the meaning of Section 422 of the Code.



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         "PARTICIPANT": An Employee, director or other person providing services
to the Company or its Affiliates who is granted an Award under the Plan.

         "PERFORMANCE AWARD":  An Award subject to Performance Criteria.

         "PERFORMANCE CRITERIA": Specified criteria the satisfaction of which is
a condition for the exercisability, vesting or full enjoyment of an Award. For
purposes of Performance Awards that are intended to qualify for the
performance-based compensation exception under Section 162(m), a Performance
Criterion shall mean an objectively determinable measure of performance relating
to any of the following (determined either on a consolidated basis or, as the
context permits, on a divisional, subsidiary, line of business, project or
geographical basis or in combinations thereof): (i) sales; revenues; assets;
liabilities; costs; expenses; earnings before or after deduction for all or any
portion of interest, taxes, depreciation, amortization or other items, whether
or not on a continuing operations or an aggregate or per share basis; return on
equity, investment, capital or assets; one or more operating ratios; borrowing
levels, leverage ratios or credit rating; market share; capital expenditures;
cash flow; working capital requirements; stock price; stockholder return; sales,
contribution or gross margin, of particular products or services; particular
operating or financial ratios; customer acquisition, expansion and retention; or
any combination of the foregoing; or (ii) acquisitions and divestitures (in
whole or in part); joint ventures and strategic alliances; spin-offs, split-ups
and the like; reorganizations; recapitalizations, restructurings, financings
(issuance of debt or equity) and refinancings; transactions that would
constitute a change of control; or any combination of the foregoing. A
Performance Criterion measure and targets with respect thereto determined by the
Administrator need not be based upon an increase, a positive or improved result
or avoidance of loss.

         "PLAN": The Charles River Laboratories International, Inc. 2000
Incentive Plan as from time to time amended and in effect.

         "RESTRICTED STOCK": An Award of Stock subject to restrictions requiring
that such Stock be redelivered to the Company if specified conditions are not
satisfied.

         "SECTION 162(m)": Section 162(m) of the Code.

         "SARS": Rights entitling the holder upon exercise to receive cash or
Stock, as the Administrator determines, equal to a function (determined by the
Administrator using such factors as it deems appropriate) of the amount by which
the Stock has appreciated in value since the date of the Award.

         "STOCK": Common Stock of the Company.

         "STOCK OPTIONS": Options entitling the recipient to acquire shares of
Stock upon payment of the exercise price.

         "UNRESTRICTED STOCK": An Award of Stock not subject to any restrictions
under the Plan.




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