Exhibit 10.3.3


 


AMENDMENT NO. 3


TO


EMPLOYMENT AGREEMENT


 


AMENDMENT
NO. 3 dated as of December 18, 2007 to an EMPLOYMENT
AGREEMENT entered into as of May 1, 1997 between Bio-Reference
Laboratories, Inc., a New Jersey corporation (“the Company”) and Howard Dubinett,
Executive Vice President (“Employee”), previously amended as of November 1,
2002 by Amendment No.1 and as of January 7, 2004 by Amendment No.2 (the
Employment Agreement, Amendment No.1 and Amendment No.2 collectively referred
to as the “ Agreement”).


 


WITNESSETH:


 


WHEREAS the parties executed the Employment Agreement as of May 1,
1997 providing for the employment by the Company of the Employee as Executive
Vice President and Chief Operating Officer of the Company through October 31,
2002; and


 


WHEREAS pursuant to Amendment No.1 executed as of November 1,
2002, the parties amended the Employment Agreement to extend the term for two
years, to grant the Company the option to extend the Agreement for up to two
additional consecutive one-year periods, to modify the compensation terms and
to effect other changes; and


 


WHEREAS pursuant to Amendment No.2 executed as of January 7,
2004, the parties amended the Employment Agreement to extend the term for two
additional years, to grant the Company the option to extend the Agreement for
an additional year and to effect other changes, and


 


WHEREAS the parties hereby agree to amend the Agreement to
extend the term for two additional years, to grant the Company the option to
continue to renew the Agreement, subject to the Employee’s right to terminate
the Agreement, and to modify the compensation terms; all as herein set forth:


 


NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and intending to be legally bound hereby, the
parties hereto agree to amend the Agreement as follows:


 


A.            “1. Terms
of Employment.” The “Expiration Date: as set forth in this section is
extended to the later of October 31, 2009 or any subsequent date to which
this Agreement is extended pursuant to Section 2 hereof.


B.            “2. Renewal.” This section is
hereby amended to read in its entirety as follows:


 


“2. Renewal.” This Agreement may be
renewed and extended beyond the Expiration Date set forth in section 1 for
additional one year periods at the Company’s option. This Agreement will be
automatically extended at the end of each Company fiscal year for an additional
one year term beyond its then Expiration Date unless the Company gives written
notice to the Employee not less than ten (10) days prior to the end of the
fiscal year preceding the fiscal year containing the Expiration Date that it
elects not to extend the Agreement (the “Non-Extension Date”). By way of
example:


 


	
  If the Company Fails

  	
   

  	
  Agreement Expiration Date

  	
   

  
	
  To Give the Non-Extension

  	
   

  	
  Automatically Extended to

  	
   

  
	
  Notice On or Prior to
  October 21

  	
   

  	
  October 31

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
  2010

  	
   

  
	
  2009

  	
   

  	
  2011

  	
   

  



 


 


Once
the Company gives a Non-Extension Notice, this Agreement shall terminate at the
close of business on October 31 of the Company’s fiscal year next
succeeding the fiscal year in which the Non-Extension Notice was given. By way
of example, if the Non-Extension Notice is given in fiscal 2009 on or prior to October 21
of such year, the Agreement will terminate on October 31, 2010.


 


        Anything to the contrary herein
contained notwithstanding , the Employee shall have the absolute right in his
own discretion to terminate the Agreement effective on January 1 of any
calendar year commencing January 1, 2010 (the “Effective Termination Date”)
by providing the Company with not less than 90 days prior written notice of his
election to terminate. In the event the Employee so elects to terminate the
Agreement and continues to provide the services required by the Agreement
through the Effective Termination Date, he shall be entitled to continue to be
paid his Base Compensation at the rate in effect at the date of his notice to
terminate as well as all employee benefits to which he is entitled, through the
Effective Termination Date


 


C.            “4. Compensation.” The “Base
Compensation” as set forth in paragraph (a) of this section shall be not
less than $355,000 in each of fiscal 2008 and 2009 as well as in each
subsequent year of an extension period. The provisions of paragraph (g) of
this section concerning increases in Base Compensation based upon percentage
increases in the Consumer Price Index shall continue to be applicable with
respect to each year that the Agreement as extended (including any renewal year
if applicable) is in effect.


 


D.            Other
Provisions. Except as specifically modified of amended herein,
the parties hereto hereby reaffirm each provision of the Agreement as of the
date hereof.


 


IN WITNESS WHEREOF, the undersigned have each
duly executed this Amendment No. 3 to the Agreement as of the date first
above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
  Bio-Reference
  Laboratories, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By
  

  	
  /S/
  Marc D. Grodman

  	
   

  
	
   

  	
   

  	
  Marc
  D. Grodman, President

  
	
   

  	
   

  	
  Duly
  Authorized

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
  /S/
  Howard Dubinett

  	
   

  
	
   

  	
   

  	
  Howard
  Dubinett

  
								



 


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