**Exhibit 10.1**
**FORM OF CHANGE-OF-CONTROL SEVERANCE AGREEMENT**
     AGREEMENT, dated as of June 10, 2004, by and between Inveresk ResearchGroup, Inc. and                     (the “Participant”).
**Section 1**
**PURPOSE**
     This Agreement is intended to provide severance benefits to theParticipant in the event that the Participant’s employment is terminated undercertain circumstances within 24 months following a Change of Control.
**Section 2**
**DEFINITIONS**
     Except as otherwise may be specified or as the context otherwise mayrequire, the following terms shall have the respective meanings set forth belowwhenever used in this Agreement:
     “Base Compensation” shall mean the annual base rate of cash compensationof the Participant immediately before a Change of Control, or if greater, thehighest such annual rate at any time during the 12-month period immediatelypreceding the Change of Control. The term “Base Compensation” shall includethe greater of (i) the cash bonus (if any) paid to the Participant for the yearmost recently ended before the Change of Control or (ii) the target bonusestablished for the Participant for the year in which a Covered Terminationoccurs, and also shall include any other non-contingent cash compensation towhich the Participant may be entitled (such as car allowance, housing allowanceor pension contributions) but shall not include other contingent incentives orperformance awards.
     “Board” shall mean the Board of Directors of the Company.
     “Cause” shall mean (i) the Participant’s conviction for (or pleading *nolocontendere*to) any felony, or any misdemeanor involving moral turpitude; (ii)the Participant’s commission of an act of fraud, theft or dishonesty related tothe performance of the Participant’s duties with the Company; (iii) the willfuland continuing failure or habitual neglect by the Participant to perform theParticipant’s duties hereunder after reasonable notice and affording theParticipant a reasonable opportunity to cease such failure or neglect; or (iv)the Participant’s willful and continuing material breach of the terms of theParticipant’s employment with the Company after reasonable notice and affordingthe Participant a reasonable opportunity to cure such breach.
     “Change of Control” means the occurrence of any of the following:
     (i) any “person,” including a “group” (as those terms are used inSections 13(d) and 14(d) of the Exchange Act), becomes the beneficialowner (as defined in Rule 13d-3 under the Exchange Act), directly orindirectly, of securities of the Company representing a majority ofeither (A) the combined voting power of the Company’s then outstandingsecurities or (B) the aggregate equity ownership of the Company; or
 

 

     (ii) any merger or consolidation of the Company with anothercorporation or other entity (or any other form of business combinationhaving a similar effect) in which the outstanding shares of common stockof the Company immediately prior to the merger, consolidation or otherbusiness combination do not, immediately after the merger, consolidationor other business combination, continue to represent or entitle theholders thereof to receive, securities representing in the aggregate 50%or more of the equity ownership and combined voting power of thesurviving corporation or other entity (or of its ultimate parentcorporation or other entity, if any); or
     (iii) any sale, lease, exchange or other transfer (in onetransaction or a series of transactions contemplated or arranged by anyparty as a single plan) of all or substantially all of the assets of theCompany; or
     (iv) a change in the composition of the Board upon which a majorityof the members of the Board are not persons who (A) were directors of theCompany for at least the preceding 24 consecutive months or (B) when theyinitially were elected to the Board, (1) were nominated (if they wereelected by the stockholders) or appointed (if they were appointed by thedirectors) by the affirmative vote of a majority of the directors whowere Continuing Directors (as defined below) at the time of thenomination or appointment by the Board and (2) were not elected as aresult of an actual or threatened solicitation of proxies or consents bya person other than the Board or an agreement intended to avoid or settlesuch a proxy solicitation (the directors described in clause (A) and (B)being “Continuing Directors”).
     Following the occurrence of a Change of Control, no subsequent event orcondition shall constitute a Change of Control, with the result that there canbe no more than one Change of Control for purposes of this Agreement.
     “Code” shall mean the Internal Revenue Code of 1986, as amended.
     “Company” shall mean, Inveresk Research Group, Inc, a Delawarecorporation, and its direct and indirect subsidiaries and subject to theprovisions of Section 5.1, also shall include any corporation or other entitythat acquires (including by way of merger, consolidation or other businesscombination) all or substantially all of the assets of the Company.
     “Covered Termination” shall mean within the period of 24 monthsimmediately following a Change of Control the Participant (i) is terminated bythe Company without Cause (other than on account of death or Disability), or(ii) terminates his or her employment with the Company for Good Reason. TheParticipant’s employment shall not be deemed to have terminated for purposes ofthis Agreement merely because he or she ceases to be employed by the Companyand becomes employed by a successor entity in connection with the Change ofControl, if the new employer expressly agrees to be bound by this Agreement asa successor to the Company. Similarly, no Covered Termination shall be deemedto have occurred if upon the occurrence of a Change of Control, the Participantceases to be employed by the Company and does not accept an offer of employmentmade by the successor entity in connection with the Change of Control on termsand conditions which, if imposed by the Company, would not give the Participanta basis on which to terminate employment for Good Reason.
     “Date of Termination” shall mean the date on which a Covered Terminationoccurs.
     “Disability” shall mean, after a Change of Control, the Participant’seligibility for disability benefits under the Company’s long-term disabilityplans and arrangements (or, if none apply, would have been so eligible underthe most recent plan or arrangement).
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     “Good Reason” shall mean the occurrence without the express writtenconsent of the Participant of any of the following circumstances, unless suchcircumstances are fully corrected prior to the Date of Termination specified inthe Notice of Termination given in respect thereof:
     (i) a material reduction of the Participant’s authority, duties orresponsibilities, or the assignment to the Participant of dutiesmaterially inconsistent with the Participant’s position or positions withthe Company; *provided*, that a reduction in authority, duties orresponsibilities solely by virtue of the Company being acquired and madepart of a larger business organization (as, for example, would occur ifthe Participant retained the same position as a senior executive of thebusiness unit that was the Company before the Change of Control but didnot obtain a similar position with the Company’s new parent or holdingcompany) shall not constitute Good Reason and a change in theParticipant’s reporting relationships shall not constitute Good Reason;
     (ii) a reduction in the Base Compensation of the Participant or amaterial reduction in the other employment-related benefits of theParticipant;
     (iii) the failure by the Company to obtain an agreement in form andsubstance reasonably satisfactory to the Participant from any successorto the business of the Company to assume and agree to perform theobligations of the Company under this Agreement;
     (iv) the relocation of the Participant’s place of work by theCompany to a location more than 50 miles from the Participant’s officeimmediately prior to the Effective Date;
     (v) a purported termination of the Participants; or
     (vi) the Company’s material and willful breach of the terms of thisAgreement.
     “Notice of Termination” shall mean a notice given by the Company or theParticipant, as applicable, indicating the specific termination provision inthis Agreement relied upon and setting forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of the Participant’semployment under the provisions so indicated.
     “Parachute Payment” shall mean any payment deemed to constitute a“parachute payment” within the meaning of Section 280G of the Code.
**Section 3**
**BENEFITS**
     3.1 If a Covered Termination occurs with respect to the Participant, theCompany shall pay and provide, and the Participant shall be entitled to, thefollowing:
     (a) payment (in a lump sum) of all salary, bonus and other cash benefitsaccrued through the Date of Termination, and of all reimbursable businessexpenses for which reimbursement requests have been duly submitted, which shallbe payable as promptly as practicable but in no event later than 10 days afterthe Date of Termination;
     (b) payment(in a lump sum) of an amount equal to          times theParticipant’s Base Compensation, which shall be paid as promptly as practicablebut in no event later than 30 days after the Date of Termination;
     (c) except for health benefits (which are addressed in Section 3.1(d)),continuation of all other benefits programs and policies operated by theCompany, in accordance with, and to the extent permitted under, the terms ofthose programs;
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     (d) for a period of 12 months after the Date of Termination thecontinuation of health benefits (including any medical, vision or dentalbenefits) that are at a level at least equivalent in the aggregate to the levelof such benefits which was available to the Participant and the Participant’sfamily members immediately prior to the Change of Control, at no greater costto the Participant; and
     (e) all rights of the Participant in outstanding stock options, shares ofrestricted stock and other equity-based compensation arrangements (if any), tothe extent not then fully vested, shall vest as of the date of the CoveredTermination.
     3.2 No payment need be made pursuant to Section 3.1(b) unless and untilthe Company shall have first received from the Participant a valid, binding andirrevocable general release, in form and substance reasonably acceptable to theCompany and, to the extent the validity of the release under applicable law isconditioned on the passage of time or other requirements, until thoserequirements have been satisfied.
**Section 4**
**PARACHUTE TAX PROVISIONS**
     If any amount payable to or other benefit receivable by the Participantpursuant to the terms of this Agreement is deemed to constitute a ParachutePayment, alone or when added to any other amount payable or paid to or otherbenefit receivable or received by the Participant which is deemed to constitutea Parachute Payment (whether or not under an existing plan, arrangement orother agreement), and would result in the imposition on the Participant of anexcise tax under Section 4999 of the Code, the amount payable hereunder shallbe reduced by the smallest amount required to avoid the imposition of suchexcise tax. The amount of any adjustment under this Section 4 shall becomputed by a certified public accountant selected and paid by the Company.
**Section 5**
**SUCCESSORS; TERM**
     5.1 The Company shall require any successor (whether direct or indirect,by purchase, merger, consolidation or otherwise) to all or substantially all ofthe business or assets of the Company expressly to assume and agree to performthe Company’s obligations under this Agreement in the same manner and to thesame extent that the Company and its affiliates would be required to perform itif no such succession had taken place (*provided,*that such a requirement toperform which arises by operation of law shall be deemed to satisfy therequirements for such an express assumption and agreement). Failure of theCompany to obtain such assumption and agreement with respect to the Participantprior to the effectiveness of any such succession shall be a material breach ofthis Agreement and shall entitle the Participant to compensation from theCompany (as constituted prior to such succession) in the same amount and on thesame terms as the Participant would be entitled to hereunder were theParticipant’s employment terminated for Good Reason following a Change ofControl, except that for purposes of implementing the foregoing, the date onwhich any such succession becomes effective shall be deemed the Date ofTermination. Nothing in this Section 5.1 shall be deemed to cause any event orcondition that otherwise would constitute a Change of Control not to constitutea Change of Control.
     5.2 Notwithstanding Section 5.1, the Company shall remain liable to theParticipant to the extent a Covered Termination occurs upon a Change of Controlbecause (i) the Participant is not offered continuing employment by a successorto the Company or (ii) the Participant declines such an offer and theParticipant’s resulting termination of employment otherwise constitutes aCovered Termination hereunder.
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     5.3 This Agreement and the rights and obligations of the parties shallterminate on, and be of no further force or effect after, the secondanniversary of the date hereof unless on or prior to that date a Change ofControl shall have occurred (in which event this Agreement and the rights andobligations of the parties shall remain in effect in accordance with itsterms).
**Section 6**
**MISCELLANEOUS**
     6.1 The terms of this Agreement shall inure to the benefit of and beenforceable by the personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees of theParticipant. If the Participant shall die while an amount still would bepayable to the Participant hereunder if the Participant had continued to live,all such amounts, unless otherwise provided herein, shall be paid in accordancewith the terms of this Agreement to the Participant’s devisee, legatee or otherdesignee or estate.
     6.2 The Participant shall not be required to mitigate damages or theamount of any payment provided for under this Agreement by seeking otheremployment or otherwise, nor will any payments or benefits hereunder be subjectto offset in the event the Participant does mitigate.
     6.3 The Company shall pay all legal fees and expenses incurred in anylegal proceeding by the Participant in seeking to obtain or enforce any rightor benefit provided by this Agreement. Such payments shall be made within fivedays after the Participant’s request for payment accompanied with such evidenceof fees and expenses incurred as the Company reasonably may require; providedthat if the Participant institutes a proceeding and the judge or otherdecision-maker presiding over the proceeding affirmatively finds that theParticipant instituted the proceeding in bad faith, the Participant shall paythe Participant’s own costs and expenses (and, if applicable, return anyamounts theretofore paid under this Section 6.3).
     6.4 The Participant may file a claim for benefits under this Agreement bywritten communication to the Board. A notice addressed to the Board anddelivered to the Company’s principal executive officers will satisfy thisrequirement.
     6.5 This Agreement is the exclusive agreement between the partiesapplicable to payments and benefits in connection with a Change of Control andsupersedes any prior arrangements involving the Company or its predecessors oraffiliates relating to changes of control. Without limiting the generality ofthe foregoing, no other severance payments shall be payable by the Company tothe Participant in the event of a Change of Control if any payment is due underSection 3.1(b); *provided*, that nothing in this Agreement shall limit any rightof the Participant to receive any payments or benefits under an employeebenefit or executive compensation plan of the Company, which are expresslycontingent upon the occurrence of a change of control (including, but notlimited to, the acceleration of any rights or benefits thereunder); however, inno event shall the Participant be entitled to any payment or benefit under thisAgreement which duplicates a payment or benefit received or receivable by theParticipant under any severance or similar plan or policy of the Company.
     6.6 Nothing in this Agreement shall confer on the Participant any right tocontinue in the employ of the Company or interfere in any way (other than byvirtue of requiring payments or benefits as may expressly be provided herein)with the right of the Company to terminate the Participant’s employment at anytime.
     6.7 The Company shall be entitled to withhold from any payments or deemedpayments any amount of tax withholding required by law.
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     6.8 The invalidity or unenforceability of any provision of this Agreementshall not affect the validity or enforceability of the other provisions of thisAgreement, which shall remain in full force and effect.
     6.9 The use of captions in this Agreement is for convenience and shall notaffect the interpretation of the provisions of this Agreement. The captionsare not intended to and do not provide substantive rights.
     6.10 THIS AGREEMENT SHALL BE CONSTRUED, ADMINISTERED AND ENFORCEDACCORDING TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OFCONFLICTS OF LAW, EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.
     IN WITNESS WHEREOF, the parties have duly executed and delivered thisAgreement as of the date first set forth above.       INVERESK RESEARCH GROUP, INC.      By:      Name:  Title:       PARTICIPANT:      By:      Name:
**Schedule toChange-of-Control Severance Agreement**
The following table setsforth the name of each officer with whom Inveresk Research Group,Inc. has entered into a Change-Of-Control Severance Agreement, andfor each such officer, the applicable multiple specified inSection 3(b) of that officer’s Agreement.
   **Name** **Multiple**Walter S. Nimmo 3.0Paul Cowan 3.0Michael Ankcorn 2.0Brian Bathgate 2.0Roland Boyd 2.0Alastair S. McEwan 2.0Nick Thornton 2.0Martha Boyd 1.5Andrew Rough 1.5
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