Exhibit
10.1


AMENDED
AND RESTATED QUEST DIAGNOSTICS INCORPORATED 

EXECUTIVE OFFICER SEVERANCE PLAN


                    1.
Purpose. The
purpose of the Quest Diagnostics Incorporated Executive Officer Severance Plan
(together with the attached schedules, appendices and exhibits, the “Plan”) is to secure the continued
services of the executive officers of the Company and provide these executives
with certain termination benefits in the event of a Qualifying Termination (as
defined in Section 2) and to ensure their continued dedication to their
duties in the event of any threat or occurrence of a Change in Control of the
Company (as defined in Section 2).


                    2.
Definitions. As
used in this Plan, the following terms shall have the respective meanings set
forth below:


                    (a)
“Annual Performance Bonus”
means the annual cash bonus awarded under the Company’s applicable incentive
plans, as in effect from time to time (as of the date of adoption of this Plan
the “Bonus” within the meaning of Section 5(a) of the Company’s Senior
Management Incentive Plan, effective as of May 13,
2003 and under the Company’s Management Incentive Plan such plans referred to
herein as the “Company Incentive Plan”).


                    (b)
“Base Salary” means
the Participant’s annual rate of base salary as in effect on the Date of
Termination, provided, however,
that Base Salary for the Termination Period shall mean the Participant’s
highest annual rate of base salary during the twelve-month period immediately
prior to the Participant’s Date of Termination.


                    (c)
“Board” means the
Board of Directors of the Company and, after a Change in Control, the “board of
directors” of the surviving corporation. References herein to the Board include
any committee or person to whom the Board has designated its authority.


                    (d)
“Bonus Amount” means
the Participant’s target Annual Performance Bonus for the fiscal year in which
the Participant’s Date of Termination occurs, provided, however,
that if the Participant’s Qualifying Termination is on account of Good Reason
pursuant to a reduction in a Participant’s compensation or compensation
opportunity under Section 2(k)(ii), “Bonus Amount” shall be the
Participant’s target Annual Performance Bonus for the prior fiscal year if
higher.


                    (e)
“Cause” means
(i) the willful and continued failure of the Participant to perform
substantially his duties with the Company (other than any such failure
resulting from the Participant’s incapacity due to physical or mental illness
or any such failure subsequent to the Participant being delivered a notice of
termination without Cause by the Company or delivering a notice of termination
for Good Reason to the Company) after a written demand for substantial
performance is delivered to the Participant by or on behalf of the Board which
specifically identifies the manner in which the Board believes that the
Participant has not substantially performed his duties, (ii) the 





willful engaging by the Participant in illegal conduct
or gross misconduct which is demonstrably and materially injurious to the
Company or its affiliates, (iii) the engaging by the Participant in
conduct or misconduct that materially harms the reputation or financial position
of the Company, (iv) the Participant (x) obstructs or impedes,
(y) endeavors to influence, obstruct or impede or (z) fails to
materially cooperate with, an Investigation, (v) the commission of a
felony by the Participant or (vi) the Participant is found liable in any
Securities and Exchange Commission or other civil or criminal securities law
action.


                    For
purposes of this paragraph (e), no act or failure to act by the
Participant shall be considered “willful” unless done or omitted to be done by
the Participant in bad faith and without reasonable belief that the
Participant’s action or omission was in the best interests of the Company or
its affiliates. Any act, or failure to act, in accordance with authority duly
given by the Board, based upon the advice of counsel for the Company (including
counsel employed by the Company) shall be conclusively presumed to be done, or
omitted to be done, by the Participant in good faith and in the best interests
of the Company.


                    A
Participant who is designated on Schedule A (and, after a Change in
Control, a Participant who is designated on Schedule B) shall not be
considered to have been terminated for Cause unless and until the Company has
delivered to the Participant a copy of a resolution duly adopted by
three-quarters (3/4) of the entire Board (excluding the Participant from both
the numerator and denominator if the Participant is a Board member) at a
meeting of the Board called and held for such purpose (after reasonable notice
to the Participant and an opportunity for the Participant, together with
counsel, to be heard before the Board), finding that in the good faith opinion
of the Board an event set forth in clauses (i), (ii), (iii), (iv), (v), or
(vi) has occurred and specifying the particulars thereof in detail.


                    Anything
herein to the contrary notwithstanding, if, following a termination of the
Participant’s employment by the Company for Cause based upon the conviction of
the Participant for a felony, such conviction is overturned in a final
determination on appeal, the Participant shall be entitled to the payments and
the economic equivalent of the benefits the Participant would have received if
his employment had been terminated by the Company without Cause.


                    (f)
“Change in Control”
means the occurrence of any one of the following events:


	
  

 	
  

 	
  

 
	
  

 	
           (i)
 any person is or becomes a “beneficial owner” (as defined in
 Rule 13d 3 under the Exchange Act), directly or indirectly, of
 securities of the Company representing more than 40% of the total voting
 power of the Company’s 

 


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 then outstanding securities generally eligible to
 vote for the election of directors (the “Company
 Voting Securities”), provided,
 however, that any of the following
 acquisitions shall not be deemed to be a Change in Control: (1) by the
 Company or any subsidiary or affiliate, (2) by any employee benefit plan
 (or related trust) sponsored or maintained by the Company or any subsidiary
 or affiliate, (3) by any underwriter temporarily holding securities
 pursuant to an offering of such securities, or (4) pursuant to a
 Non-Qualifying Transaction (as defined in paragraph (ii));

 
	
  

 	
  

 	
  

 
	
  

 	
           (ii)
 the consummation of a merger, consolidation, statutory share exchange
 or similar form of corporate transaction involving the Company or any of its
 subsidiaries or affiliates that requires the approval of the Company’s
 stockholders whether for such transaction or the issuance of securities in
 the transaction (a “Business Combination”),
 unless immediately following such Business Combination:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 more than 50% of the total voting power of (x) the corporation
 resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, the
 ultimate parent corporation that directly or indirectly has beneficial
 ownership of 95% of the voting securities eligible to elect directors of the
 Surviving Corporation (the “Parent
 Corporation”), is represented by Company Voting Securities
 that were outstanding immediately prior to such Business Combination (or, if
 applicable, is represented by shares into which such Company Voting
 Securities were converted pursuant to such Business Combination), and such
 voting power among the holders thereof is in substantially the same
 proportion as the voting power of such Company Voting Securities among the
 holders thereof immediately prior to the Business Combination,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B) no person (other than any
 employee benefit plan (or any related trust) sponsored or maintained by the
 Surviving Corporation or the Parent Corporation), is or becomes the
 beneficial owner, directly or indirectly, of securities of the Parent
 Corporation (or, if there is no Parent Corporation, the Surviving
 Corporation) representing 40% of the total voting power of the securities
 then outstanding generally eligible to vote for the election of directors of
 the Parent Corporation (or the Surviving Corporation), and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 at least a majority of the members of the board of directors of the
 Parent Corporation (or, if there is no Parent Corporation, the Surviving
 Corporation) following the consummation of the Business Combination were
 Incumbent Directors at the time of the Board’s 

 


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 approval of the execution of the initial agreement
 providing for such Business Combination;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (Any Business Combination which satisfies all of the
 criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”);

 
	
  

 	
  

 	
  

 
	
  

 	
           (iii)
 individuals who, on the effective date of this Plan, constitute the
 Board (the “Incumbent Directors”)
 cease for any reason to constitute at least a majority of the Board, provided
 that any person becoming a director subsequent to the effective date of this
 Plan, whose election or nomination for election was approved by a vote of at
 least a majority of the Incumbent Directors then on the Board (either by a
 specific vote or by approval of the proxy statement of the Company in which
 such person is named as a nominee for director, without written objection to
 such nomination) shall be an Incumbent director; provided, however,
 that no individual initially elected or nominated as a director of the
 Company as a result of an actual or threatened election contest with respect
 to directors or as a result of any other actual or threatened solicitation of
 proxies or consents by or on behalf of any person other than the Board shall
 be deemed to be an Incumbent Director; or

 
	
  

 	
  

 	
  

 
	
  

 	
           (iv)
 the shareholders of the Company approve a plan of complete liquidation
 or dissolution of the Company or the consummation of a sale of all or
 substantially all of the Company’s assets to an entity that is not an
 affiliate of the Company (other than pursuant to a Non-Qualifying
 Transaction).

 



                    Notwithstanding
the foregoing, a Change in Control of the Company shall not be deemed to occur
solely because any person acquires beneficial ownership of more than 40% of
Company Voting Securities as a result of the acquisition of Company Voting
Securities by the Company which reduces the number of Company Voting Securities
outstanding; provided, that if after such acquisition by the Company such
person becomes the beneficial owner of additional Company Voting Securities
that increases the percentage of outstanding Company Voting Securities
beneficially owned by such person, a Change in Control of the Company shall
then occur.


                    (g)
“Company” means
Quest Diagnostics Incorporated, a Delaware corporation.


                    (h)
“Date of Termination”
means (i) the effective date on which the Participant’s employment by the
Company terminates as specified in a prior written notice by the Company or the
Participant, as the case may be, to the other, delivered 


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pursuant to Section 12 or (ii) if the
Participant’s employment by the Company terminates by reason of death, the date
of death of the Participant.


                    (i)
“Disability” shall
have the same meaning ascribed to that term in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended.


                    (j)
“Equity Incentive Compensation”
means all equity-based compensation (including stock options, stock
appreciation rights, restricted stock and performance shares) awarded under the
Company’s incentive plan(s), as in effect from time to time (as of the date of
adoption of this Plan the Amended and Restated Employee Long-Term Incentive
Plan).


                    (k)
“Good Reason” means
the occurrence of one or more of the following circumstances, without the
Participant’s express written consent, and which circumstance(s) are not
remedied by the Company within thirty (30) days of receipt of a written notice
from the Participant describing in reasonable detail the Good Reason event that
has occurred (which notice must be provided within ninety (90) days of the
Participant’s obtaining knowledge of the event):


	
  

 	
  

 
	
  

 	
           (i)
 (A) any material change in the duties, responsibilities or status
 (including reporting responsibilities) of the Participant that is
 inconsistent in any material and adverse respect with the Participant’s
 position(s), duties, responsibilities or authority with the Company
 immediately prior to such Change in Control (including any material and
 adverse diminution of such duties or responsibilities); provided, however,
 that Good Reason shall not be deemed to occur upon a change in duties,
 responsibilities (other than reporting responsibilities) or status that is
 solely and directly a result of the Company no longer being a publicly traded
 entity and does not involve any other event set forth in this
 Section 2(k) or (B) a material and adverse change in the
 Participant’s titles or offices (including, if applicable, membership on the
 Board) with the Company as in effect immediately prior to such Change in Control;

 
	
  

 	
  

 
	
  

 	
           (ii)
 a material reduction by the Company in the Participant’s aggregate
 rate of annual base salary, Annual Performance Bonus opportunity and Equity
 Incentive Compensation target opportunity (including any material and adverse
 change in the formula for such targets) as in effect immediately prior to
 such Change in Control;

 
	
  

 	
  

 
	
  

 	
           (iii)
 the Company’s requiring the Participant to be based at any office or
 location more than fifty (50) miles from the office where the Participant is
 located at the time of the Change in Control and as a result causing the 

 


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 Participant’s commute from his residence at the time
 of the Change in Control to the new location to increase by more than fifty
 (50) miles;

 
	
  

 	
  

 
	
  

 	
           (iv)
 the failure of the Company to continue in effect any employee benefit plan,
 compensation plan, welfare benefit plan or fringe benefit plan in which the
 Participant is participating immediately prior to such Change in Control or
 the taking of any action by the Company, in each case which would materially
 adversely affect the Participant, unless the Participant is permitted to
 participate in other plans providing the Participant with materially
 equivalent benefits in the aggregate (at materially equivalent or lower cost
 with respect to welfare benefit plans); or

 
	
  

 	
  

 
	
  

 	
           (v)
 the failure of the Company to obtain the assumption of the Company’s
 obligations hereunder from any successor as contemplated in
 Section 11(b).

 



Notwithstanding the foregoing, an isolated, insubstantial
and inadvertent action taken in good faith and which is remedied by the Company
within thirty (30) days after receipt of notice thereof given by the
Participant shall not constitute Good Reason. The Participant’s right to
terminate employment for Good Reason shall not be affected by the Participant’s
incapacities due to mental or physical illness and the Participant’s continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any event or condition constituting Good Reason. The Participant may
terminate his employment for a “Good Reason” event that is not reasonably
remedied by the Company provided
that the Participant shall have delivered a notice of termination within ninety
(90) days after delivery of the notice describing the Good Reason event giving
rise to such termination.


                    (l)
“Investigation”
means an investigation authorized by the Board, a self-regulatory organization
empowered with self-regulatory responsibilities under federal or state laws or
a governmental department or agency.


                    (m)
“Participant” means
an executive officer of the Company selected, from time to time, by the Board
for participation in this Plan and who is designated on Schedule A
or B at the applicable time but only if such executive has completed at least
one year of continuous employment with the Company and its Subsidiaries at the
applicable time (unless such one year employment requirement has been waived in
writing by the Board).


                    (n)
“Potential Change in Control”
means the execution or entering into of any agreement by the Company the
consummation of which can be expected to be a Change in Control.


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                    (o)
“Qualifying Termination”
means a termination of the Participant’s employment with the Company that
occurs on or after January 1, 2008 (i) prior to a Change in Control,
by the Company other than for Cause and (ii) after a Change in Control, by
the Company other than for Cause or by the Participant for Good Reason.
Termination of the Participant’s employment on account of death, Disability or
Retirement shall not be treated as a Qualifying Termination. Notwithstanding
the preceding sentence, the death of the Participant after notice of
termination for Good Reason or without Cause has been validly provided shall be
deemed to be a Qualifying Termination.


                    (p)
“Retirement” means
the Participant’s voluntary termination of employment on or after he or she
attains age 60 with five (5) years of service.


                    (q)
“Subsidiary” means
any corporation or other entity in which the Company has a direct or indirect
ownership interest of 50% or more of the total combined voting power of the
then outstanding securities or interests of such corporation or other entity
entitled to vote generally in the election of directors (or members of any
similar governing body) or in which the Company has the right to receive 50% or
more of the distribution of profits or 50% of the assets or liquidation or dissolution.


                    (r)
“Termination Period”
means the period of time beginning with a Change in Control and ending two (2)
years following such Change in Control. Notwithstanding anything in this Plan
to the contrary, if (i) the Participant’s employment is terminated prior
to a Change in Control for reasons that would have constituted a Qualifying
Termination if they had occurred following a Change in Control; (ii) the
Participant reasonably demonstrates that such termination (or Good Reason event)
was at the request of a third party who had indicated an intention or taken
steps reasonably calculated to effect a Change in Control; and (iii) a
Change in Control involving such third party (or a party competing with such
third party to effectuate a Change in Control) does occur within six (6) months
from the date of such termination, then for purposes of this Plan, the date
immediately prior to the date of such termination of employment or event
constituting Good Reason shall be treated as a Change in Control. For purposes
of determining the timing of payments and benefits to the Participant
under Section 5, the date of the actual Change in Control shall be treated
as the Participant’s Date of Termination under Section 2(h), and for
purposes of determining the amount of payments and benefits owed to the
Participant under Section 5, the date the Participant’s employment is
actually terminated shall be treated as the Participant’s Date of Termination
under Section 2(h).


                    3.
Eligibility.
(a) The Board shall determine in its sole discretion which executives of the
Company shall be Participants in this Plan and whether a Participant shall be
designated on Schedule A or B.


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                    (b)
The Board may, in its sole discretion, remove any executive from
Schedule A and add such executive to Schedule B but may not remove
any executive from participation in this Plan entirely; provided, that a Participant who is designated on Schedule A as of
immediately prior to a Change in Control may not be removed from such Schedule
without his or her prior written consent within the two year period following a
Change in Control.


                    (c)
The Board may delegate its authority to determine which senior
executives of the Company shall be Participants in this Plan, to designate the
Participants on Schedule A or B and to remove a Participant from
Schedule A to the Compensation Committee (or any successor committee) of
the Board.


                    4.
Payments Upon Termination of
Employment Prior to a Change in Control. If the employment of the Participant is
terminated pursuant to a Qualifying Termination, then, subject to the
Participant’s execution of a Separation Agreement and Release in the form
attached to this Plan as Exhibit A (the “Separation Agreement and Release”) which shall be
provided to the Participant no later than two (2) days after the Date of
Termination and must be executed by the Participant, become effective and not
be revoked by the Participant by the fifty-fifth (55th) day
following the Date of Termination, the Company shall provide to the
Participant:


	
  

 	
  

 
	
  

 	
           (a)
 A cash payment equal to the Participant’s Base Salary multiplied by
 either (i) 2.00 for a Participant designated on Schedule A or
 (ii) 1.00 for a Participant designated on Schedule B;

 
	
  

 	
  

 
	
  

 	
           (b)
 A cash payment equal to the Bonus Amount times (i) 2.00 for a
 Participant designated on Schedule A or (ii) 1.00 for a Participant
 designated on Schedule B;

 
	
  

 	
  

 
	
  

 	
           (c)
 For eighteen (18) months for a Participant designated on
 Schedule A or (ii) twelve (12) months for a Participant designated
 on Schedule B, following the Date of Termination, group medical and life
 insurance coverage to the Participant (and his eligible dependents), under
 the terms prevailing at the time immediately preceding the Date of
 Termination; the Company shall continue to provide such coverage on the same
 terms as provided by the Company to similarly situated executives; provided, that the Company shall cease to provide such coverage if the
 Participant obtains alternate employment and is eligible for substantially
 comparable group medical or life insurance coverage with such employer; provided further, that
 the Participant shall notify the Company within 10 days of securing such
 alternate employment; provided further,
 that in the event of the disability of the Participant, group medical
 coverage shall continue for a longer period consistent with the Consolidated
 Omnibus Budget Reconciliation

 


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 Act of 1986 (“COBRA”)
 and, provided, further,
 to the extent that any plan does not permit continuation of the Participant’s
 or his eligible dependents’ participation throughout such period, the Company
 shall pay the Participant an amount, on an after-tax basis, equal to the
 Company’s cost of providing such benefits;

 
	
  

 	
  

 
	
  

 	
           (d)
 For one (1) year following the Date of Termination, the Participant
 will be entitled to receive executive outplacement assistance from Lee Hecht
 Harrison or an equivalent career placement firm at the Company’s expense and
 in accordance with the Company’s policies for similarly situated executives;
 and

 
	
  

 	
  

 
	
  

 	
           (e)
 A cash payment equal to any matching contributions made by the Company
 on behalf of the Participant to the Company’s 401(k) plan and the Company’s
 Supplemental Deferred Compensation Plan during the year preceding the Date of
 Termination.

 



                    The
cash payments specified in paragraphs (a), (b), (c) and (e) of this
Section 4 shall be paid no later than the sixtieth (60th) day
(or the next following business day if the sixtieth day is not a business day)
following the Date of Termination, but may be made earlier provided that the
Separation Agreement has been executed by the Participant and the revocation
period thereunder has lapsed. Each such
cash payment shall be deemed to be a separate payment for purposes of
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).


                    5.
Payments Upon Termination of
Employment After a Change in Control. If during the Termination Period the employment of the
Participant is terminated pursuant to a Qualifying Termination, then, subject
to the Participant’s execution of a Separation Agreement and Release which
shall be provided to the Participant no later than two (2) days after the Date
of Termination and must be executed by the Participant, become effective and
not be revoked by the Participant by the fifty-fifth (55th) day
following the Date of Termination, the Company shall provide to the
Participant:


	
  

 	
  

 
	
  

 	
           (a)
 A cash payment equal to the result of multiplying the sum of the
 Participant’s Base Salary plus
 the Participant’s Bonus Amount by (i) either 3.00 for a Participant
 designated on Schedule A or (ii) 2.00 for a Participant designated
 on Schedule B; and

 
	
  

 	
  

 
	
  

 	
           (b)
 A cash payment equal to the Participant’s target Annual Performance
 Bonus for the fiscal year in which the Participant’s Date of Termination
 occurs, multiplied by a fraction the numerator of which shall be the number
 of days the Participant was employed by the Company during the fiscal

 


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 year in which the Date of Termination occurred and
 the denominator of which is 365;

 
	
  

 	
  

 
	
  

 	
           (c)
 The benefits and payments specified in paragraphs (c), (d) and (e) of
 Section 4.

 
	
  

 	
  

 
	
  

 	
           (d)
 To the extent provided in Appendix A, if the Participant is
 subject to the excise tax imposed under Section 4999 of the Internal
 Revenue Code of 1986, as amended (the “Excise
 Tax”), a gross-up payment in accordance with the provisions of
 Appendix A.

 



                    The
cash payments specified in paragraphs (a), (b) and (c) of this Section 5
shall be paid no later than the sixtieth (60th) day (or the next
following business day if the sixtieth day is not a business day) following the
Date of Termination, but may be made earlier provided that the Separation
Agreement has been executed by the Participant and the revocation period
thereunder has lapsed. Each such cash
payment shall be deemed to be a separate payment for purposes of
Section 409A of the Code.


                    6.
Key Employees. It
is the intent of the Company that no payments or benefits provided under this
Plan shall be considered “non-qualified deferred compensation” within the
meaning of Section 409A of the Code and the Plan shall be interpreted
accordingly. If and to the extent that
any payment or benefit is determined by the Company (a) to constitute “non-qualified
deferred compensation” subject to Section 409A of the Code, (b) such
payment or benefit is provided to a Participant who is a “specified employee”
(within the meaning of Section 409A of the Code and as determined pursuant
to procedures established by the Company) and (c) such payment or benefit
must be delayed for six months from the Participant’s Date of Termination (or
an earlier date) in order to comply with Section 409A(a)(2)(B)(i) of the
Code and not cause the Participant to incur any additional tax under
Section 409A of the Code, then the Company will delay making any such
payment or providing such benefit until the expiration of such six month
period. The Company shall set aside
those payments that would have been made but for payment delay required by the
preceding sentence in a trust that is in compliance with Rev. Proc. 92-64 which
may, but need not be, the trust established under the Company’s Supplemental
Deferred Compensation Plan; provided, however, that no payment will be made to
the Rabbi Trust if it would be contrary to law or cause the Participant to
incur additional tax under Section 409A.


                    7.
Participant’s Obligations. The Participant agrees that:


	
  

 	
  

 
	
  

 	
           (a)
 Without the consent of the Company, the Participant will not terminate
 employment with the Company without giving 30 days prior notice to the
 Company, and during such 30-day period the Participant will assist the

 


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 Company, as and to the extent reasonably requested
 by the Company, to effect an orderly transition of the Participant’s duties
 and responsibilities with the Company.

 
	
  

 	
  

 
	
  

 	
           (b)
 In the event that the Participant has received any benefits from the
 Company under Section 4 of this Agreement, then, during the period of
 36 months following the Date of Termination, the Participant, upon
 request by the Company:

 






	
  

 	
  

 
	
  

 	
           (i)
 Will consult with one or more of the executive officers concerning the
 business and affairs of the Company for not to exceed four hours in any month
 at times and places selected by the Participant as being convenient to him or
 her, all without compensation other than what is provided for in
 Section 4 of this Agreement; and

 
	
  

 	
  

 
	
  

 	
           (ii)
 Will testify as a witness on behalf of the Company in any legal
 proceedings involving the Company which arise out of events or circumstances
 that occurred or existed prior to the Date of Termination (except for any
 such proceedings relating to this Plan), without compensation other than what
 is provided for in Section 4 of this Agreement; provided, that all out-of-pocket expenses incurred by the Participant
 in connection with serving as a witness shall be paid by the Company.

 



                    The
Participant shall not be required to perform the Participant’s obligations
under this Section 7 if and so long as the Company is in default with
respect to performance of any of its obligations under this Agreement.


                    8.
Withholding Taxes. The Company may withhold from all payments
due to the Participant (or his beneficiary or estate) hereunder all taxes
which, by applicable federal, state, local or other law, the Company is
required to withhold therefrom.


                    9.
Reimbursement of Expenses. Following a Change in Control, if any
contest or dispute shall arise under this Plan involving termination of a
Participant’s employment with the Company or involving the failure or refusal
of the Company to perform fully in accordance with the terms hereof, the
Company shall reimburse the Participant on a current basis for all reasonable
legal fees and related expenses, if any, incurred by the Participant in
connection with such contest or dispute (regardless of the result thereof),
together with interest in an amount equal to the prime rate as reported in The Wall Street Journal, but in no event
higher than the maximum legal rate permissible under applicable law, such
interest to accrue thirty (30) days from the date the Company


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receives the Participant’s statement for such fees and
expenses through the date of payment thereof, regardless of whether or not the
Participant’s claim is upheld by a court of competent jurisdiction or an
arbitration panel; provided, however, that the Participant shall be
required to repay immediately any such amounts to the Company to the extent
that a court or an arbitration panel issues a final and non-appealable order
setting forth the determination that the position taken by the Participant was
frivolous or advanced by the Participant in bad faith.


                    10.
No Guarantee of Employment. Nothing in this Plan shall be deemed to
entitle the Participant to continued employment with the Company or its
Subsidiaries.


                    11.
Successors;
Binding Agreement.
(a)  This Plan shall not be terminated by any Business
Combination. In the event of any Business
Combination, the provisions of this Plan shall be binding upon the Surviving
Corporation, and such Surviving Corporation shall be treated as the Company
hereunder.


                    (b)
The Company agrees that in connection with any Business Combination, it
will cause any successor entity to the Company unconditionally to assume all of
the obligations of the Company hereunder.
Failure of the Company to obtain such assumption prior to the
effectiveness of any such Business Combination that constitutes a Change in
Control, shall be a breach of this Plan and shall constitute Good Reason
hereunder and shall entitle the Participant to compensation and other benefits
from the Company in the same amount and on the same terms as the Participant
would be entitled hereunder if the Participant’s employment were terminated
following a Change in Control by reason of a Qualifying Termination. For purposes of implementing the foregoing,
the date on which any such Business Combination becomes effective shall be deemed
the date Good Reason occurs, and shall be the Date of Termination if requested
by a Participant.


                    (c)
The benefits provided under this Plan shall inure to the benefit of and
be enforceable by the Participant’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If the Participant shall die
while any amounts would be payable to the Participant hereunder had the
Participant continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Plan to such person
or persons appointed in writing by the Participant to receive such amounts or,
if no person is so appointed, to the Participant’s estate.


                    12.
Notice. (a)  For purposes of this Plan,
all notices and other communications required or permitted hereunder shall be
in writing and shall be deemed


-12-





to have been duly given when delivered or five (5)
days after deposit in the United States mail, certified and return receipt
requested, postage prepaid, addressed as follows:



	
  
 	
  
 
	 
	If
to the Participant: the address listed
as the Participant’s address in the Company’s personnel files.

	 
	 

	
  
 	
 If to the Company:
 
 
	
  
 	
  
 
	
  
 	
 Quest Diagnostics Incorporated 
 
	
  
 	
 3 Giralda Farms
 
	
  
 	
 Madison, NJ 07071 
 
	
  
 	
 Attention:
 General Counsel
 



or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.


                    (b)
A written notice of the Participant’s Date of Termination by the Company
or the Participant, as the case may be, to the other, shall (i) indicate
the specific termination provision in this Plan relied upon, (ii) to the extent
applicable, set forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Participant’s employment under the
provision so indicated and (iii) specify the date of termination, which
date shall be not less than fifteen (15) nor more than sixty (60) days after
the giving of such notice; provided, however,
that the Company may in its sole discretion accelerate such date to an earlier
date or, alternatively, place the Participant on paid leave during such period. The failure by the Participant or the
Company to set forth in such notice any fact or circumstance which contributes
to a showing of Good Reason or Cause shall not waive any right of the
Participant or the Company hereunder or preclude the Participant or the Company
from asserting such fact or circumstance in enforcing the Participant’s or the
Company’s rights hereunder.


                    13.
Full
Settlement; Resolution of Disputes and Costs. (a)  The Company’s obligation to
make any payments provided for in this Plan and otherwise to perform its
obligations hereunder shall be in lieu and in full settlement of all other
severance payments to the Participant under any other severance or employment
agreement between the Participant and the Company, and any severance plan of
the Company. In no event shall the
Participant be obligated to seek other employment or take other action by way
of mitigation of the amounts payable to the Participant under any of the provisions
of this Plan and, except as provided in the Separation Agreement and Release,
such amounts shall not be reduced whether or not the Participant obtains other
employment.


-13-





                    (b)
Any dispute or controversy arising under or in connection with this Plan
shall be settled exclusively by arbitration in New Jersey by three arbitrators
in accordance with the commercial arbitration rules of the American Arbitration
Association (“AAA”) then in
effect. One arbitrator shall be
selected by the Company, the other by the Participant and the third jointly by
these arbitrators (or if they are unable to agree within thirty (30) days of
the commencement of arbitration the third arbitrator will be appointed by the
AAA). Judgment may be entered on the
arbitrators’ award in any court having jurisdiction. In the event of any such dispute or controversy arising during a
Termination Period, the Company shall bear all costs and expenses arising in
connection with any arbitration proceeding on the same terms as set forth in
Section 9 of this Plan.


                    14.
Employment with Subsidiaries. Employment with the Company for purposes of
this Plan shall include employment with any Subsidiary.


                    15.
Survival. The respective obligations and benefits
afforded to the Company and the Participant as provided in Sections 4 (to the
extent that payments or benefits are owed as a result of a termination of
employment that occurs during the term of this Plan) 5, 6, 8(c) and 10 shall
survive the termination of this Plan.


                    16.
GOVERNING LAW; VALIDITY. THE INTERPRETATION, CONSTRUCTION AND
PERFORMANCE OF THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW JERSEY, WITHOUT REGARD TO
THE PRINCIPLE OF CONFLICTS OF LAWS, AND APPLICABLE FEDERAL LAWS. THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION OF THIS PLAN SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY
OTHER PROVISION OF THIS PLAN, WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE
AND EFFECT.


                    17.
Amendment and Termination. The Board may amend or terminate the Plan at
any time; provided, however, that (i) Sections 3(b), 4(a)
and 4(b) may not be amended in a manner which is materially adverse to any
Participant then listed on Schedule A or B without such Participant’s
written consent, (ii) during the period commencing on a Change in Control
and ending on the second anniversary of the Change in Control, the Plan
(including, for the avoidance of doubt, any Schedules, Appendices and Exhibits)
may not be amended or terminated by the Board in any manner which is materially
adverse to any Participant then listed on Schedule A or B without such
Participant’s written consent and (iii) any termination or amendments to
the Plan (including, for the avoidance of doubt, any Schedules, Appendices and
Exhibits) that are materially adverse to the interests of any Participant then
listed on Schedule A or B, and that occur during the period of time
beginning on a date three (3) months prior to a Potential Change in Control and
ending on the termination of the agreement that


-14-






constituted the Potential Change in Control, shall be
void unless consented to in writing by the affected Participant.


                    18.
Interpretation and Administration.
The Plan shall be administered by the Board. The Board may delegate any of its
powers under the Plan to the Compensation Committee of the Board (or any
successor committee). With respect to those Participants who are not subject to
Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Committee may delegate
any of its powers under the Plan to the Chief Executive Officer of the Company.
The Board, the Compensation Committee (or any successor committee) and the
Chief Executive Officer (to the extent of the powers delegated to him) shall
have the authority in its sole and absolute discretion to: (i) exercise all of
the powers granted to it under this Plan; (ii) construe, interpret and
implement this Plan; (iii) prescribe, amend and rescind rules and regulations
relating to this Plan, including rules and regulations governing its own
operations; (iv) make all determinations necessary or advisable in
administering this Plan; (v) correct any defect, supply any omission and
reconcile any inconsistency in this Plan; and (vi) amend this Plan to reflect
changes in or interpretations of applicable law, rules or regulations. The
determination of the Board on all matters relating to the Plan and any amounts
payable thereunder shall be final, binding and conclusive on all parties; provided, however, that
following a Change in Control, notwithstanding anything in this Plan to the
contrary, any court, tribunal or arbitration panel that adjudicates any
dispute, controversy or claim arising between a Participant and the Company, or
any of their delegates or successors, in respect of a Participant’s Qualifying
Termination, will apply a de novo standard of review to any
determinations made by such person and such de novo standard
shall apply notwithstanding the grant of full discretion hereunder to any such
person or characterization of any such decision by such person as final,
binding or conclusive on any party.


                    19.
Claims and Appeals.
Participants may submit claims for benefits by giving notice to the Company
pursuant to Section 12 of this Plan. If a Participant believes that he or
she has not received coverage or benefits to which he or she is entitled under
the Plan, the Participant may notify the Board in writing of a claim for
coverage or benefits. If the claim for coverage or benefits is denied in whole
or in part, the Board shall notify the applicant in writing of such denial
within thirty (30) days (which may be extended to sixty (60) days under special
circumstances), with such notice setting forth: (i) the specific reasons for
the denial; (ii) the Plan provisions upon which the denial is based; (iii) any
additional material or information necessary for the applicant to perfect his
or her claim; and (iv) the procedures for requesting a review of the denial.
Upon a denial of a claim by the Board, the Participant may: (i) request a
review of the denial by the Board or, where review authority has been so
delegated, by such other person or entity as may be designated by the Board for
this purpose; (ii) review any Policy documents relevant to his or her claim;
and (iii) submit issues and comments to the Board


-15-





or its delegate that are relevant to the review. Any
request for review must be made in writing and received by the Board or its
delegate within sixty (60) days of the date the applicant received notice of
the initial denial, unless special circumstances require an extension of time
for processing. The Board or its delegate will make a written ruling on the
applicant’s request for review setting forth the reasons for the decision and
the Plan provisions upon which the denial, if appropriate, is based. This
written ruling shall be made within thirty (30) days of the date the Board or
its delegate receives the applicant’s request for review unless special
circumstances require an extension of time for processing, in which case a
decision will be rendered as soon as possible, but not later than sixty (60)
days after receipt of the request for review. All extensions of time permitted
by this Section 16 will be permitted at the sole discretion of the Board
or its delegate. If the Board does not provide the Participant with written
notice of the denial of his or her appeal, the Participant’s claim shall be
deemed denied.


                    20.
Type of Policy.
This Plan is intended to be, and shall be interpreted as an unfunded employee
welfare plan under Section 3(1) of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”)
and Section 2520.104-24 of the Department of Labor Regulations, maintained
primarily for the purpose of providing employee welfare benefits, to the extent
that it provides welfare benefits, and under Sections 201, 301 and 401 of
ERISA, as a plan that is unfunded and maintained primarily for the purpose of
providing deferred compensation, to the extent that it provides such
compensation, in each case for a select group of management or highly
compensated employees.


                    21.
No Duplication of Benefits. Except as otherwise expressly
provided pursuant to this Plan, this Plan shall be construed and administered
in a manner which avoids duplication of compensation and benefits which may be
provided under any other plan, program, policy, or other arrangement. In the
event a Participant is covered by any other plan, program, policy, individually
negotiated agreement or other arrangement, in effect as of his or her Date of
Termination, that may duplicate the payments provided in Sections 4 or 5, as
applicable, the Company is specifically empowered to reduce or eliminate the
duplicative benefits provided for under the Plan. In taking such action, the
Company will be guided by the principles that (1) such a Participant will
otherwise be treated, for the purpose of the Sections specified above, no more
or no less favorably than are other Participants who are not covered by such
other plan, program, policy, individually negotiated agreement or other
arrangement and (2) the provisions of such other plan, program, policy,
individually negotiated agreement or other arrangement (including, but not
limited to, a special individual pension, a special deferral account and/or a
special equity based grant) which are not duplicative of the payments provided
in Sections 4 or 5, as applicable, will not be considered in determining
elimination and/or reductions in Plan benefits.


-16-





                    22.
Nonassignability.
Benefits under the Plan may not be assigned by the Participant. The terms and
conditions of the Plan shall be binding on the successors and assigns of the
Company.


                    23.
Effective Date. The
Plan shall be effective as of May 3, 2006.


-17-





Schedule
A


	
  

 	
  

 	
  

 
	
 Robert A. Hagemann

 	
  

 	
 Senior Vice President and Chief Financial Officer

 
	
  

 	
  

 	
  

 
	
 Joan E. Miller, Ph.D.

 	
  

 	
 Senior Vice President Oncology and Neurology
 Services

 
	
  

 	
  

 	
  

 
	
 Michael E. Prevoznik

 	
  

 	
 Senior Vice President and General Counsel

 
	
  

 	
  

 	
  

 
	
 Wayne R. Simmons

 	
  

 	
 Vice President, Operations

 









Schedule
B


	
  

 	
  

 	
  

 
	
 Jon R. Cohen, M.D.

 	
  

 	
 Senior Vice President,
 Hospital Services Business and Chief Medical Officer

 
	
  

 	
  

 	
  

 
	
 Catherine T. Doherty

 	
  

 	
 Senior Vice President, Physician Services Business

 
	
  

 	
  

 	
  

 
	
 Kathy P. Ordoñez

 	
  

 	
 Senior Vice President, Discovery and Development

 










Appendix A
Additional Reimbursement Payments by the Company – 

Schedule A Participants ONLY


                    (a)
Anything in this Plan to the contrary notwithstanding, in the event it shall be
determined that any payment, award, benefit or distribution (or any
acceleration of any payment, award, benefit or distribution) by the Company (or
any of its affiliated entities) or any entity which effectuates a Change in
Control (or any of its affiliated entities) to or for the benefit of the
Participant (whether pursuant to the terms of this Plan or otherwise, but
determined without regard to any additional payments required under this
Appendix A) (the “Payments”)
would be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the “Code”),
or any interest or penalties are incurred by the Participant with respect to
such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company shall
pay to the Participant an additional payment (a “Reimbursement Payment”) in an amount such that after
payment by the Participant of all taxes (including any Excise Tax) imposed upon
the Reimbursement Payment, the Participant retains an amount of the
Reimbursement Payment equal to the Excise Tax imposed upon the Payments. For
purposes of determining the amount of the Reimbursement Payment, the
Participant shall be deemed to (i) pay federal income taxes at the highest
marginal rates of federal income taxation for the calendar year in which the
Reimbursement Payment is to be made and (ii) pay applicable state and local
income taxes at the highest marginal rate of taxation for the calendar year in
which the Reimbursement Payment is to be made, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes. 


                    Notwithstanding
the foregoing provisions of this Appendix A, if it shall be determined that the
Participant is entitled to a Reimbursement Payment, but that the Payments would
not be subject to the Excise Tax if the Payments were reduced by an amount that
is no more than 5% of the portion of the Payments that would be treated as
“parachute payments” under Section 280G of the Code, then the cash payments
payable to the Participant under this Plan shall be reduced (but not below
zero) to the maximum amount that could be paid to the Participant without
giving rise to the Excise Tax (the “Safe
Harbor Cap”), and no Reimbursement Payment shall be made to the
Participant. The reduction of the cash payments payable hereunder, if
applicable, shall be made by reducing the cash payments in the order in which
they are written under Section 4 or 5, as applicable. For purposes of reducing
the Payments to the Safe Harbor Cap, only the cash payments payable under this
Plan (and no other Payments) shall be reduced. If the reduction of the cash
payments payable hereunder would not result in a reduction of the Payments to
the Safe Harbor Cap, no cash payments payable under this Plan shall be reduced
pursuant to this provision. 


                    (b)
Subject to the provisions of Paragraph (a), all determinations required to be
made under this Appendix A, including whether and when a 


App. A-1





Reimbursement Payment is
required, the amount of such Reimbursement Payment, the amount of any Option
Redetermination (as defined below), the reduction of the Payments to the Safe
Harbor Cap and the assumptions to be utilized in arriving at such determinations,
shall be made by a public accounting firm that is retained by the Company as of
the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide
detailed supporting calculations both to the Company and the Participant within
fifteen (15) business days of the receipt of notice from the Company or the
Participant that there has been a Payment, or such earlier time as is requested
by the Company (collectively, the “Determination”).
For the avoidance of doubt, the Accounting Firm may use the Option
Redetermination amount in determining the reduction of the Payments to the Safe
Harbor Cap. Notwithstanding the foregoing, in the event (i) the Board shall
determine prior to the Change in Control that the Accounting Firm is precluded
from performing such services under applicable auditor independence rules or
(ii) the Audit Committee of the Board determines that it does not want the
Accounting Firm to perform such services because of auditor independence
concerns or (iii) the Accounting Firm is serving as accountant or auditor for
the person(s) effecting the Change in Control, the Board shall appoint another
nationally recognized public accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Company, and the Company shall enter into any agreement
reasonably requested by the Accounting Firm in connection with the performance
of the services hereunder. The Reimbursement Payment under this Appendix A with
respect to any Payments shall be made no later than thirty (30) days following
such Payment. If the Accounting Firm determines that no Excise Tax is payable
by a Participant, it shall furnish the Participant with a written opinion to
such effect, and to the effect that failure to report the Excise Tax, if any,
on the Participant’s applicable federal income tax return will not result in
the imposition of a negligence or similar penalty. In the event the Accounting
Firm determines that the Payments shall be reduced to the Safe Harbor Cap, it
shall furnish the Participant with a written opinion to such effect. The
Determination by the Accounting Firm shall be binding upon the Company and the
Participant. 


                    As
a result of the uncertainty in the application of Section 4999 of the Code at
the time of the Determination, it is possible that Reimbursement Payments which
will not have been made by the Company should have been made (“Underpayment”) or Reimbursement
Payments are made by the Company which should not have been made (“Overpayment”), consistent with the
calculations required to be made hereunder. In the event the amount of the
Reimbursement Payment is less than the amount necessary to reimburse the
Participant for the Excise Tax,
the Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment (together with interest at the rate provided
in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to
or for the benefit of the Participant (but in any event no later than by the
end of the Participant’s taxable year next following the Participant’s taxable
year in which the Underpayment of Excise Tax is remitted). In the event the
amount of the 


App. A-2





Reimbursement Payment
exceeds the amount necessary to reimburse the Participant for the Excise Tax, the Accounting Firm shall
determine the amount of the Overpayment that has been made and any such Overpayment
(together with interest at the rate provided in Section 1274(b)(2) of the Code)
shall be promptly paid by the Participant (to the extent the Participant has
received a refund if the applicable Excise Tax has been paid to the Internal
Revenue Service) to or for the benefit of the Company. The Participant shall
cooperate, to the extent his or her expenses
are reimbursed by the Company, with any reasonable requests by the Company in
connection with any contests or disputes with the Internal Revenue Service in
connection with the Excise Tax. In the event that the Company makes a
Reimbursement Payment to the Participant and subsequently the Company
determines that the value of any accelerated vesting of stock options held by
the Participant shall be redetermined within the context of Treasury Regulation
§1.280G -1 Q/A 33 (the “Option
Redetermination”), the Participant shall (i) file with the
Internal Revenue Service an amended federal income tax return that claims a
refund of the overpayment of the Excise Tax attributable to such Option
Redetermination and (ii) promptly pay the refunded Excise Tax to the Company; provided
that the Company shall pay on a current basis all reasonable professional fees
incurred in the preparation of the Participant’s amended federal income tax
return. If the Option Redetermination occurs in the same year that the
Reimbursement Payment is included in the Participant’s taxable income, then in
addition to returning the refund to the Company, the Participant will also
promptly return to the Company any tax benefit realized by the return of such
refund and the return of the additional tax benefit payment (all determinations
pursuant to this sentence shall be made by the Accounting Firm). In the event
that the cash payments payable to the Participant under this Plan were reduced
pursuant to the second paragraph of Paragraph (a) and subsequently the
Participant determines there has been an Option Redetermination that reduces
the value of the Payments attributable to such options, the Company shall pay
to the Participant (on the first business day of the calendar year following
the year the Option Redetermination is made) any cash payments payable under
this Plan that were not previously paid solely as a result of the second
paragraph of Paragraph (a) up to the Safe Harbor Cap plus interest, from the
date the Participant files the amended return as provided above, at the 3 month
Treasury Bill rate. 


App. A-3





Exhibit A


FORM OF SEPARATION AGREEMENT AND RELEASE 

(HEREIN “AGREEMENT”)


                    Quest
Diagnostics Incorporated (the “Company”) and _______________ (“Executive”)
agree as follows: 


                    1.
Executive’s employment with the Company will terminate effective [Date]. 


                    2.
Executive agrees to make himself reasonably available to the Company to respond
to requests by the Company for information concerning litigation, regulatory
inquiry or investigation, involving facts or events relating to the Company
that may be within his knowledge. Executive will cooperate fully with the
Company in connection with any and all future litigation or regulatory
proceedings brought by or against the Company to the extent the Company
reasonably deems Executive’s cooperation necessary. Executive will be entitled
to reimbursement of reasonable out-of-pocket expenses (not including counsel
fees) incurred in connection with fulfilling his obligations under this Section
2. 


                    3.
In consideration of Executive’s undertakings herein, the Company will pay an amount
equal to $____________ in accordance with Section 4 of the Company’s Executive
Severance Plan (the “Severance Plan”), less required deductions (including, but
not limited to, federal, state and local tax withholdings) as
separation/severance pay (the “Severance Payment”). The Severance Payment will
be paid in accordance with the Severance Plan. Payment of the Severance Payment
is contingent upon the execution of this Agreement by Executive and Executive’s
compliance with all terms and conditions of this Agreement and the Severance
Plan. Executive agrees that if this Agreement does not become effective, the
Company shall not be required to make any further payments to Executive
pursuant to this Agreement or the Severance Plan and shall be entitled to recover
all payments already made by it (including interest thereon). 


                    4.
Executive understands and agrees that any amounts that Executive owes the
Company, including any salary or other overpayments related to Executive’s
employment with the Company, will be offset and deducted from Executive’s final
paycheck from the Company. Executive specifically authorizes the Company to
offset and deduct any such amounts from his final paycheck. Executive agrees
and acknowledges that, to the extent the amount of Executive’s final paycheck
is not sufficient to repay the full amount that Executive owes to the Company,
if any, the full remaining amount owed to the Company, if any, will be offset
and deducted from the amount of the Severance Payment. Executive specifically
authorizes the Company to offset and deduct any such amounts from his Severance
Payment. 


Exh. A-1





                    5.
Executive agrees that, after payment of Executive’s final paycheck on [Date] and the Severance Payment, Executive
will have received all compensation and benefits that are due and owing to
Executive by the Company, including but not limited to salary, vacation pay,
bonus, commissions and incentive/override compensation but excluding any
benefits or services provided pursuant to Sections 4(e) and 4(f) of the
Severance Plan. 


                    6.
Executive represents that he has returned to the Company all property or
information, including, without limitation, all reports, files, memos, plans,
lists, or other records (whether electronically stored or not) belonging to the
Company or its affiliates, including copies, extracts or other documents
derived from such property or information. Executive will immediately forfeit
all rights and benefits under this Agreement and the Severance Plan, including,
without limitation, the right to receive any Severance Payment if Executive,
directly or indirectly, at any time (i) discloses to any third party or entity
any trade secrets or other proprietary or confidential information pertaining
to the Company or any of its affiliates or uses such secrets or information
without the prior written consent of the General Counsel of the Company or (ii)
takes any actions or makes or publishes any statements, written or oral, or
instigates, assists or participates in the making or publication of any such
statements which libel, slander or disparage the Company or any of its past or
present directors, officers or employees. Nothing in this Agreement shall
prevent or prohibit Executive or the Company from responding to an order,
subpoena, other legal process or regulatory inquiry directed to them or from
providing information to or making a filing with a governmental or regulatory
body. Executive agrees that upon learning of any order, subpoena or other legal
process seeking information that would otherwise be prohibited from disclosure
under this Agreement, he will promptly notify the Company, in writing, directed
to the Company’s General Counsel. In the event disclosure is so required,
Executive agrees not to oppose any action by the Company to seek or obtain a
protective order or other appropriate remedy. 


                    7.
Executive agrees that Executive’s Employment and Confidentiality Agreement (the
“Employment and Confidentiality Agreement”) shall continue to be in full force
and effect, including but not limited to all non-competition and
non-solicitation provisions contained therein. 


                    8.
Executive hereby represents that he has not filed any action, complaint,
charge, grievance or arbitration against the Company or any of its affiliates
in connection with any matters relating, directly or indirectly, to his
employment, and covenants and agrees not to file any such action, complaint or
arbitration or commence any other judicial or arbitral proceedings against the
Company or any of its affiliates with respect to events occurring prior to the
termination of his employment with the Company or any affiliates thereof. 


                    9.
Effective on [Date], the Company will
cease all health benefit coverage and other benefit coverage for Executive. 


Exh. A-2






                    10.
GENERAL RELEASE – Effective as of the Effective Date, and in return for
the consideration set forth above, Executive agrees not to sue or file any
action, claim, or lawsuit against the Company, agrees not to pursue, seek to
recover or recover any alleged damages, seek to obtain or obtain any other form
of relief or remedy with respect to, and cause the dismissal or withdrawal of,
any lawsuit, action, claim, or charge against the Company, and Executive agrees
to waive all claims and release and forever discharge the Company, its
officers, directors, subsidiaries, affiliates, parents, attorneys, shareholders
and employees from any claims, demands, actions, causes of action or
liabilities for compensatory damages or any other relief or remedy, and
obligations of any kind or nature whatsoever, based on any matter, cause or
thing, relating in any way, directly or indirectly, to his employment, from the
beginning of time through the Effective Date of this Agreement, whether known
or unknown, fixed or contingent, liquidated or unliquidated, and whether
arising from tort, statute, or contract, including, but not limited to, any
claims arising under or pursuant to the California Fair Employment and Housing
Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of
1871, the Civil Rights Act of 1991, the Americans with Disabilities Act, the
Rehabilitation Act, the Family and Medical Leave Act of 1993, the Occupational
Safety & Health Act, the Employee Retirement Income Security Act of 1974,
the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and
Retraining Notification Act, the Fair Labor Standards Act, the Age
Discrimination in Employment Act of 1967 (“ADEA”), New York State Labor Law,
New York State Human Rights Law, New York Human Rights Law, and any other
state, federal, city, county or local statute, rule, regulation, ordinance or
order, or the national or local law of any foreign country, any claim for
future consideration for employment with the Company, any claims for attorneys’
fees and costs and any employment rights or entitlement law, and any claims for
wrongful discharge, intentional infliction of emotional distress, defamation,
libel or slander, payment of wages, outrageous behavior, breach of contract or
any duty allegedly owed to Executive, discrimination based upon race, color,
ethnicity, sex, age, national origin, religion, disability, sexual orientation,
or another unlawful criterion or circumstance, and any other theory of
recovery. It is the intention of the parties to make this release as broad and
as general as the law permits.


                    [Executive
acknowledges that he is aware of, has read, has had explained to him by his
attorneys, understands and expressly waives any and all rights he has or may
have under Section 1542 of the California Civil Code, which provides as
follows:


	
  

 	
  

 
	
  

 	
 “A general release does not extend to claims which
 the creditor does not know or suspect to exist in his or her favor at the
 time of executing the release, which if known by him must have materially
 affected his or her settlement with the debtor.”]1

 






	
  

 	
  

 
	

 


 
	
 1

 	
 Include bracketed language for California employees.

 


Exh. A-3





                    11.
Executive acknowledges that he may later discover facts different from or in
addition to those which he knows or believes to be true now, and he agrees
that, in such event, this Agreement shall nevertheless remain effective in all
respects, notwithstanding such different or additional facts or the discovery
of those facts.


                    12.
This Agreement may not be introduced in any legal or administrative proceeding,
or other similar forum, except one concerning a breach of this Agreement or the
Severance Plan.


                    13.
Executive acknowledges that Executive has made an independent investigation of
the facts, and does not rely on any statement or representation of the Company
in entering into this Agreement, other than those set forth herein.


                    14.
Executive agrees that, without limiting the Company’s remedies, should he
commence, continue, join in, or in any other manner attempt to assert any claim
released in connection herewith, or otherwise violate in a material fashion any
of the terms of this Agreement, the Company shall not be required to make any
further payments to the Executive pursuant to this Agreement or the Severance
Plan and shall be entitled to recover all payments already made by it
(including interest thereon), in addition to all damages, attorneys’ fees and
costs the Company incurs in connection with Executive’s breach of this
Agreement. Executive further agrees that the Company shall be entitled to the
repayments and recovery of damages described above without waiver of or
prejudice to the release granted by him in connection with this Agreement, and
that his violation or breach of any provision of this Agreement shall forever
release and discharge the Company from the performance of its obligations
arising from the Agreement.


                    15.
Executive has been advised and acknowledges that he has been given forty-five
(45) days to sign this Agreement, he has seven (7) days following his signing
of this Agreement to revoke and cancel the terms and conditions contained
herein, and the terms and conditions of this Agreement shall not become
effective or enforceable until the revocation period has expired (the
“Effective Date”).


                    16.
Executive acknowledges that Executive has been advised hereby to consult with,
and has consulted with, an attorney of his choice prior to signing this
Agreement.


                    17.
Executive acknowledges that Executive has fully read this Agreement,
understands the contents of this Agreement, and agrees to its terms and
conditions of his own free will, knowingly and voluntarily, and without any
duress or coercion.


                    18.
Executive understands that this Agreement includes a final general release, and
that Executive can make no further claims against the Company or the persons
listed in Section 10 of this Agreement relating in any way, directly or
indirectly, to his employment. Executive also understands that this Agreement
precludes Executive 


Exh. A-4





from recovering any damages or other relief as a
result of any lawsuit, grievance, charge or claim brought on Executive’s behalf
against the Company or the persons listed in Section 10 of this Agreement.


                    19.
Executive acknowledges that Executive is receiving adequate consideration (that
is in addition to what Executive is otherwise entitled to) for signing this
Agreement.


                    20.
This Agreement and the Severance Plan constitute the complete understanding
between Executive and the Company regarding the subject matter hereof and
thereof. No other promises or agreements regarding the subject matter hereof
and thereof will be binding unless signed by Executive and the Company.


                    21.
Executive and the Company agree that all notices or other communications
required or permitted to be given under the terms of this Agreement shall be
given in accordance with Section 9 of the Severance Plan.


                    22.
Executive and the Company agree that any disputes relating to any matters
covered under the terms of this Agreement shall be resolved in accordance with
Section 10 of the Severance Plan.


                    23.
By entering into this Agreement, the Company does not admit and specifically
denies any liability, wrongdoing or violation of any law, statute, regulation
or policy, and it is expressly understood and agreed that this Agreement is
being entered into solely for the purpose of amicably resolving all matters of
any kind whatsoever between Executive and the Company.


                    24.
In the event that any provision or portion of this Agreement shall be
determined to be invalid or unenforceable for any reason, the remaining
provisions or portions of this Agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by law.


                    25.
The respective rights and obligations of the parties hereunder shall survive
any termination of this Agreement to the extent necessary for the intended
preservation of such rights and obligations.


                    26.
Unless expressly specified elsewhere in this Agreement, this Agreement shall be
governed by and construed and interpreted in accordance with the laws of the
State of New York without reference to the principles of conflict of law.


Exh. A-5





                    27.
This Agreement may be executed in one or more counterparts.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Company

 	
  

 	
 Executive

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 
	
  

 
	
 Date:

 	
  

 	
 Date:

 


Exh. A-6