Exhibit
10.1

    


    IDEXX
Laboratories, Inc.

    


    DIRECTOR
DEFERRED COMPENSATION PLAN

    


    Restated
Effective as of July 14, 2010

    


    The
Director Deferred Compensation Plan of IDEXX Laboratories, Inc. (the “Plan”) was
initially established effective July 1, 2003 to provide an additional mechanism
for satisfying stock ownership guidelines, as well as to provide a vehicle for
non-employee Directors to defer the receipt of taxable income. The Plan is
intended to be an “unfunded” plan maintained for the purpose of providing
deferred compensation to non-employee members of the Board of Directors for
purposes of Title I of the Employee Retirement Income Security Act of
1974.  The Plan was amended and restated in its entirety, effective
January 1, 2005, primarily for the purpose of complying with the applicable
requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”),
and Proposed Regulations §§ 1.409A-1 et seq., and the Company operated the Plan
in good faith compliance with Code Section 409A and the restated Plan document
since that time.  The Plan was also amended and restated in its
entirety, effective January 1, 2008, for the purpose of continuing compliance
with Section 409A of the Code and Final Regulations §§1.409A-1 et seq., and
effective May 6, 2009, for the purpose of replacing a reference to the 2003
Stock Incentive Plan with the 2009 Stock Incentive Plan, which superseded the
2003 Stock Incentive Plan on May 6, 2009.   The Plan is now
restated for the purpose of modifying certain provisions relating to the payment
of benefits.

    


    ARTICLE
I

    DEFINITIONS

    


    Unless
the context otherwise requires, the following words and phrases as used herein
shall have the following meanings:

    


    Section
1.1 “ACCOUNT” means the bookkeeping Account maintained for a Participant to
which Deferrals (including all Deferrals denominated as Deferred Stock Units)
and Annual Grants, plus any earnings thereon, are credited.

    


    Section
1.2 “ANNUAL RETAINER” means the annual cash retainer paid by the Company to
Directors.

    


    Section
1.3 “BENEFICIARY” means the person that the Participant designates to receive
any unpaid portion of the Participant's Account balance should the Participant's
death occur before the Participant receives the entire Account balance. If the
Participant does not designate a beneficiary, his Beneficiary shall be his
spouse if he is married at the time of his death, or his estate if he is
unmarried at the time of his death.

    


    Section
1.4 “BOARD OF DIRECTORS” means the Board of Directors of IDEXX Laboratories,
Inc.

    


    Section
1.5 “CHANGE IN CONTROL” means, solely for purposes of this Plan, the occurrence
of one or more of the following events with respect to the Company:

    


    (a) Any
one person, or more than one person acting as a group, acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by
such person or persons) beneficial ownership, directly or indirectly, of stock
of the Company possessing 35% or more of the total voting power of the stock of
the Company; or

    


    (b)
Individuals constituting a majority of the members of the Company’s Board of
Directors are replaced during any 12-month period by new directors whose
appointment or election is not approved by a majority of the members of the
Company’s Board of Directors serving immediately before the appointment or
election of any such new directors; or

    


    (c) A
change in the ownership of a substantial portion of the Company’s assets occurs
on the date that any one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) assets from the Company that
have a total gross fair market value equal to or more than 40% of the total
gross fair market value of all of the assets of the Company immediately prior to
such acquisition or acquisitions.  For this purpose, gross fair market
value means the value of the assets of the Company, or the value of the assets
being disposed of, determined without regard to any liabilities associated with
such assets.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    For
purposes of determining whether a Change in Control has occurred, the term
"person" shall have the meaning given in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the term
"beneficial owner" shall have the meaning given in Rule 13d-3 under the Exchange
Act.

    


    Section
1.6 “CODE” means the Internal Revenue Code of 1986, as amended.

    


    Section
1.7 “COMPANY” means IDEXX Laboratories, Inc. and any subsidiary designated as a
participating entity by the Plan Administrator.

    


    Section
1.8 “DEFERRALS” means amounts deferred under the Plan pursuant to Article III
and allocated to a Participant's Account. No money or other assets will actually
be contributed to such Accounts.

    


    Section
1.9 “DEFERRED STOCK UNIT” means a notional interest in one share of IDEXX
Stock.  Each Deferred Stock Unit shall be equivalent in value to one
share of IDEXX Stock and shall be subject to the terms of the 2009 Stock
Incentive Plan.

    


    Section
1.10 “DIRECTOR” means a non-employee member of the Board of
Directors.

    


    Section
1.11 “DISABLED” means that a Participant:  (a) is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve months, or (b)
is, by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous
period of not less than twelve months.

    


    Section
1.12 “EFFECTIVE DATE” means the effective date of this restated plan document,
generally January 1, 2005.

    


    Section
1.13 “IDEXX STOCK” means Common Stock of IDEXX Laboratories, Inc.

    


    Section
1.14 “OTHER COMPENSATION” means cash compensation paid to a Director, other than
the Annual Retainer, including (without limitation) meeting fees, and annual
fees for committee memberships and committee chairs.

    


    Section
1.15 “PARTICIPANT” means a Director who participates in the Plan.

    


    Section
1.16 “PLAN” means this Director Deferred Compensation Plan, as it may be amended
from time to time.

    


    Section
1.17 “PLAN ADMINISTRATOR” means the Vice President - Human Resources of IDEXX
Laboratories, Inc. or any person or entity designated by the Vice President -
Human Resources.

    


    Section
1.18 “PLAN YEAR” means the 12-month period beginning January 1 and ending
December 31.

    


    Section
1.19 “UNFORESEEABLE EMERGENCY” means a severe financial hardship to the
Participant, the Participant’s spouse or a dependent (as defined in Code Section
152(a)) of the Participant, loss of the Participant’s property due to casualty,
or other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant.

    


    ARTICLE
II

    ELIGIBILITY
AND PARTICIPATION

    


    Section
2.1 ELIGIBILITY. Each Director shall be eligible to become a Participant in the
Plan immediately upon the commencement of his or her membership on the
Board.

    


    Section
2.2 PARTICIPATION. A Director may become a Participant in the Plan by making the
applicable election described in Section 3.1 below.  A Director’s
participation will commence with the first quarterly payment of the Annual
Retainer paid after the completion of the Participant’s deferral election. Each
Director shall remain a Participant under the Plan until all amounts credited to
the Participant's Account Balance have been distributed to the Participant or
the Participant's Beneficiary.



    
      
         


      

      
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    ARTICLE III

    DEFERRALS;
ANNUAL GRANTS; VESTING

    


    Section
3.1 DEFERRALS

    


    (a)  General.  A
Participant shall make a deferral election by completing and returning to the
Plan Administrator (or his or her designee) a written election on the form
prescribed by the Plan Administrator.  In general, a Participant’s
election shall be made between December 1 and December 31 of the year
immediately preceding the year in which the Annual Retainer and/or Other
Compensation (as applicable) will be earned, and shall become irrevocable with
respect to a Plan Year as of December 31 of such preceding
year.  However, a Director who shall first become eligible to
participate in the Plan or any similar non-qualified deferred compensation plan
of the Company after the time specified for making the deferral election under
the Plan for the Plan Year as provided in the preceding sentence may make his or
her initial deferral election within 30 days after first becoming eligible, such
election to apply only the Annual Retainer and/or Other Compensation (as
applicable) to be earned for services provided during the remainder of such Plan
Year.

    


    A
Participant’s deferral election shall remain in effect until the date on which
such Participant ceases to be a Director, or until he or she modifies such
election on a prospective basis with respect to a subsequent Plan Year (in
accordance with the requirements of subsection (a) above and any applicable
procedures prescribed by the Plan Administrator.  Notwithstanding the
foregoing, the deferral election of a Participant who shall receive a
distribution from the Plan on account of an Unforeseeable Emergency shall be
canceled for the remainder of the Plan Year, as soon as administratively
practicable following the approval of such distribution, and may not resume
unless and until the Participant shall make a new deferral election for a future
Plan Year.

    


    (b) Plan Years Ending On or
Before December 31, 2005. For Plan Years ending on or before December 31,
2005, a Participant shall be required to defer 50% of his or her Annual
Retainer, which shall be credited to his or her Account in the form of Deferred
Stock Units.  For such Plan Years, a Participant may elect to defer
any or all of the remaining portion of such Annual Retainer and any or all of
his or her Other Compensation for a Plan Year.

    


    (c) Plan Years Beginning On or
After January 1, 2006.  For Plan Years beginning on and after
January 1, 2006, a Participant may elect to defer receipt of all, but not less
than all, of his or her Annual Retainer payable for any Plan Year, and a
Participant shall not be permitted to defer the receipt of any Other
Compensation under the Plan.

    


    (d)  Plan Years Beginning On and
After January 1, 2007.  For Plan Years beginning on and after
January 1, 2007, a Participant may elect to defer receipt of all or any portion
of his or her Annual Retainer and/or Other Compensation payable for any Plan
Year, in accordance with subsection (a) of this Section.

    


    Section
3.2 ANNUAL GRANTS.  For Plan Years beginning on or after January 1,
2006, the Board may make an annual grant to Directors of a number of Deferred
Stock Units having a specified dollar value.  The number of Deferred
Stock Units granted to a Director shall be determined by dividing the closing
price of IDEXX Stock on the grant date by such specified dollar
value.

    


    Section
3.3 VESTING.

    


    (a) Deferrals.  A
Participant’s interest in elective Deferrals made under Section 3.1 of the Plan
shall be fully vested and nonforfeitable at all times.

    


    (b) Annual
Grants.  Each Annual Grant of Deferred Stock Units shall vest
on the first anniversary of the grant date, if the Participant subject to the
grant shall then be a member of the Board of Directors; provided, however, that a
Participant’s interest in his or her unvested Deferred Stock Units shall vest
upon the earliest to occur of a Change in Control, the Participant’s death, or
the Participant’s Disability.

    


    ARTICLE
IV

    INVESTMENT
OF DEFERRALS; DISTRIBUTIONS

    


    Section
4.1 INVESTMENT OF DEFERRALS.  All amounts deferred under the Plan
shall be credited to the Participant’s Account and shall be deemed to be
invested in notional shares of IDEXX Stock, denominated as Deferred Stock
Units.  The number of Deferred Stock Units credited to a Participant’s
Account with respect to any elective or mandatory deferral shall be determined
by dividing the amount of the deferral by the closing price of one share of
IDEXX Stock on the conversion date established by the Plan Administrator with
respect to any deferral period, which conversion date shall not be later than 30
days after the end of the deferral period.


    
      
         


      

      
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    Section
4.2 DISTRIBUTIONS.

    


    (a)          Subject
to the limitations set forth in this Section, a Participant shall be permitted
to elect the form or timing of the distribution of his or her benefits under the
Plan.  A Participant shall make a distribution election with respect
to deferrals for any Plan Year by completing and returning to the Plan
Administrator (or his or her designee) a written election on the form prescribed
by the Plan Administrator.  A Participant’s election shall be made at
the same time as he or she makes a deferral election under Section 3.1(a)
above.

    


    (b)          A
Participant may choose to receive his or her benefits under the Plan at the time
and in the form selected from the following alternatives:

    


    (i)           a
single lump sum as soon as practicable on or after the first business day
following the first anniversary of his or her last day of service on the Board
of Directors; or

    


    (ii)          with
respect to deferrals on and after January 1, 2011, on a nondiscretionary and
objectively determinable date (a “Fixed Date”) in a single lump sum payable as
soon as practicable on or after the Fixed Date or in equal annual installments
over a period of four (4) years commencing as soon as practicable on or after
the Fixed Date.

    


    If no
timely election is returned to the Plan Administrator, a Participant’s benefits
shall be distributed in a single lump sum as soon as practicable on or after the
first business day following the first anniversary of his or her last day of
service on the Board of Directors.    Notwithstanding the
foregoing:  (i) the Participant’s benefit shall be distributed in a
single lump sum as soon as practicable on or after a Change in Control of the
Company; and (ii) a Participant’s benefit shall be distributed to his or her
personal representative if the Participant should die prior to the first
anniversary of the last day of his or her service on the Board of
Directors.

    


    (c)          A
Participant’s election as to the distribution of benefits previously deferred
under the Plan may be modified only subject to the following
requirements:

    


    (i)           such
change in a distribution election shall be made in writing using such forms and
in accordance with such procedures as the Plan Administrator shall
prescribe;

    


    (ii)          no
change in a distribution election may take effect until 12 months after the date
on which the change in election is made;

    


    (iii)        a
Participant may not modify an election to receive a fixed schedule of payments
within 12 months of the first scheduled payment date, and

    


    (iv)        a
change in a Participant’s distribution election must defer the date of the
distribution by at least 5 years from the date the distribution would otherwise
have been made.

    


    An
installment form of distribution shall be treated as an entitlement to receive a
single payment, as described in Treasury Regulations § 1.409A-2(b)(2)(iii), for
purposes of applying the requirements relating to the timing and effect of
subsequent change in a distribution election.

    


    (d)          Upon
application by the Participant, if the Plan Administrator determines that a
Participant has experienced an Unforeseeable Emergency, the Plan Administrator
may authorize the distribution of all or a portion of the Participant’s benefits
under the Plan.  The amount distributed with respect to the
Unforeseeable Emergency must not exceed the amounts necessary to satisfy such
emergency plus amounts necessary to pay taxes reasonably anticipated as a result
of the distribution, after taking into account the extent to which such hardship
is or may be relieved through reimbursement or compensation by insurance or
otherwise or by liquidation of the Participant’s assets (to the extent the
liquidation of such assets would not itself cause severe financial
hardship).


    
      
         


      

      
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    (e)           All
benefit distributions shall be made in the form of shares of IDEXX Stock equal
to the number of Deferred Stock Units credited to the Account of the Participant
(in the case of a lump sum distribution), or equal to the number of Deferred
Stock Units subject to distribution as of the applicable distribution date (in
the case of distributions to be made in installments).

    


    ARTICLE
V

    ADMINISTRATIVE
PROCEDURES

    


    Section
5.1 GENERAL. The Plan shall be administered by the Plan Administrator. The Plan
Administrator shall establish such procedures and rules as he or she, in his or
her sole discretion, shall deem appropriate regarding the making of deferral
elections and distributions, and all other administrative items for this Plan,
in all events consistent with the written terms of the Plan and Section 409A of
the Code.

    


    Section
5.2 PLAN INTERPRETATION. The Plan Administrator shall have the authority and
responsibility to interpret and construe the Plan and to decide all questions
arising thereunder, including without limitation, questions of eligibility for
participation, eligibility for deferrals, Account status, and the timing of the
distribution thereof, and shall have the authority to deviate from the literal
terms of the Plan only to the extent the Plan Administrator shall determine, in
his or her sole discretion, to be necessary or appropriate to operate the Plan
in compliance with the provisions of applicable law, including, without
limitation, Code Section 409A.  In no event shall the Plan
Administrator use its authority or discretion to accelerate the timing of
benefit distributions under the Plan.

    


    Section
5.3 RESPONSIBILITIES AND REPORTS. The Plan Administrator may, pursuant to a
written instruction, name other persons to carry out specific responsibilities.
The Plan Administrator shall be entitled to rely conclusively upon all tables,
valuations, certificates, opinions and reports that are furnished by any
accountant, controller, counsel, or other person who is employed or engaged for
such purposes.

    


    ARTICLE
VI

    CLAIMS
PROCEDURE

    


    Section
6.1 DENIAL OF CLAIM FOR BENEFITS. Any denial by the Plan Administrator of any
claim for benefits under the Plan by a Participant or Beneficiary shall be
stated in writing by the Plan Administrator and delivered or mailed to the
Participant or Beneficiary. The Plan Administrator shall furnish the claimant
with notice of the decision not later than 90 days after receipt of the claim,
unless special circumstances require an extension of time for processing the
claim. If such an extension of time for processing is required, written notice
of the extension shall be furnished to the claimant prior to the termination of
the initial 90-day period. In no event shall such extension exceed a period of
90 days from the end of such initial period. The extension notice shall indicate
the special circumstances requiring an extension of time and the date by which
the Plan Administrator expects to render the final decision. The notice of the
Plan Administrator's decision shall be written in a manner calculated to be
understood by the claimant and shall include (i) the specific reasons for the
denial, including, where appropriate, references to the Plan, (ii) any
additional information necessary to perfect the claim with an explanation of why
the information is necessary, and (iii) an explanation of the procedure for
perfecting the claim.

    


    Section
6.2 APPEAL OF DENIAL. The claimant shall have 60 days after receipt of written
notification of denial of his or her claim in which to file a written appeal
with the Plan Administrator. As a part of any such appeal, the claimant may
submit issues and comments in writing and shall, on request, be afforded an
opportunity to review any documents pertinent to the perfection of his or her
claim. The Plan Administrator shall render a written decision on the claimant's
appeal ordinarily within 60 days of receipt of notice thereof but, in no case,
later than 120 days.

    


    ARTICLE
VII

    FUNDING

    


    Section
7.1 FUNDING. The Company shall not segregate or hold separately from its general
assets any amounts credited to Participant Accounts, and shall be under no
obligation whatsoever to fund in advance any amounts under the Plan, including
Deferrals and earnings thereon.

    


    Section
7.2 INSOLVENCY. In the event that the Company becomes insolvent, all
Participants and Beneficiaries shall be treated as general, unsecured creditors
of the Company with respect to any amounts credited to Participant
Accounts.

     

    
      
         


      

      
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    ARTICLE
VIII

    AMENDMENT
AND TERMINATION

    


    The
Company reserves the right to amend or terminate the Plan at any time by action
of the Board or the Compensation Committee thereof; provided, however, that the
Vice President - Human Resources may approve amendments to the Plan that are
primarily technical or administrative in nature (such as amendments that are
necessary to bring the Plan into formal compliance with applicable law and do
not materially alter the design or benefit structure of the
Plan).  Notwithstanding the foregoing, no such amendment or
termination shall reduce any Participant's Account Balance as of the date of
such amendment or termination, or accelerate the distribution of benefits to any
Participant.  Any distributions made in connection with the
termination of the Plan shall be made:  (a) not sooner than the last
day of the 12th month
after the termination date, (b) not later than the 24th month
after the termination date, and (c) in all other ways in accordance with all
applicable requirements of Section 409A of the Code.

    


    ARTICLE
IX

    MISCELLANEOUS

    


    Section
9.1 NO EMPLOYMENT CONTRACT. The establishment or existence of the Plan shall not
confer upon any individual the right to be continued as a Director.

    


    Section
9.2 NON-ALIENATION. No amounts payable under the Plan shall be subject in any
manner to anticipation, assignment, or voluntary or involuntary
alienation.

    


    Section
9.3 GOVERNING LAW. The Plan shall be governed by and construed in accordance
with the laws of the State of Maine to the extent not preempted by federal
law.

    


    Section
9.4 INCAPACITY. If the Plan Administrator, in his or her sole discretion, deems
a Participant or Beneficiary who is eligible to receive any payment hereunder to
be incompetent to receive the same by reason of illness or any infirmity or
incapacity of any kind, the Plan Administrator may direct the Company to apply
such payment directly for the benefit of such person, or to make payment to any
person selected by the Plan Administrator to disburse the same for the benefit
of the Participant or Beneficiary. Payments made pursuant to this Section shall
operate as a discharge, to the extent thereof, of all liabilities of the
Company, the Plan Administrator and the Plan to the person for whose benefit the
payments are made.

    


    Section
9.5 CONSTRUCTION OF TERMS. For purposes of the Plan, the singular shall include
the plural, and vice versa and the masculine shall include the
feminine.

    


    Section
9.6 BINDING UPON SUCCESSORS. The liabilities under the Plan shall be binding
upon any successor, assign or purchaser of the Company or any purchaser of
substantially all of the assets of the Company.

    


    Section
9.7 NO TRUST ARRANGEMENT. All benefits under the Plan represent an unsecured
promise to pay by the Company. The Plan shall be unfunded and the benefits
hereunder shall be paid only from the general assets of the Company resulting in
the Participants having no greater rights than the Company's other general
creditors. Nothing herein shall prevent or prohibit the Company from
establishing a trust or other arrangement for the purpose of providing for the
payment of the benefits payable under the Plan.

     

    Approved
May 21, 2003

    Restated
on February 22, 2006

    Restated
on January 1, 2008

    Restated
on May 6, 2009

    Restated
on July 14, 2010


    
      
         


      

      
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