Exhibit
10.2


 


December 31,
2008


 


Form of
employment agreement for the following executives:


 


Wendel
Barr, Rick Cimino, Bill Klitgaard, Don Kraft, James Lovett, Deborah Tanner


 


	
  Re:

  	
  Employment
  Letter Agreement (the “Agreement”)

  



 


Dear [First Name]:


 


As a result of the
passage of Section 409A of the Internal Revenue Code (the “Code”), Covance
Inc. (“Covance” or the “Company”) is required to amend and restate your
employment letter agreement. 
Accordingly, this Agreement completely supersedes and replaces any prior
versions.


 


Position


 


As [job title], you will
report directly to the [reports to job title] of Covance.


 


Salary and Bonus


 


Your salary will be determined annually by the Board
or the Compensation and Organization Committee, subject to a performance and
merit review.


 


You will participate in the Covance Variable
Compensation Plan (the “Bonus Plan”) subject to the terms and conditions
thereof.  Payouts under the Bonus Plan
are contingent upon a number of factors, as specified in the Bonus Plan,
including your performance and the Company’s performance.  You will be eligible for a bonus equal to
such percentage of your earned base salary as is determined annually by the
Compensation and Organization Committee of the Board of Directors (the “Target
Bonus Award”).  This Agreement does not
constitute an amendment, modification or supplement to the Bonus Plan and to
the extent there are any inconsistencies between this Agreement and the Bonus
Plan, the latter shall govern.  Further,
the Bonus Plan is subject to modification or discontinuation at the discretion
of Covance.


 


Supplemental Pension Plan


 


A supplemental executive retirement plan (as amended,
modified or adopted from time to time, the “SERP”) has been adopted for the
senior executives of Covance in which you will participate.  The SERP is a non-qualified, unfunded
retirement plan designed to provide retirement benefits to you upon your
retirement on or after attaining age 60, with provisions enabling you to
receive reduced benefits if you retire after attaining age 55.


 





















 


Investment and Benefit
Plans


 


You will be eligible to participate in all the Covance
employee benefit plans, including medical, dental, life insurance, disability,
401(k) Savings Plan, and Employee Stock Purchase Plan (“ESPP”), in accordance
with the terms and conditions of those plans. 
In addition, you will receive paid time off benefits consistent with the
provisions of our Paid Time Off Plan.


 


Equity Awards


 


You may be awarded from time to time additional
compensation (such as stock options or performance shares) pursuant to Covance’s
2007 Employee Equity Participation Plan (as amended, modified or supplemented
from time to time, the “EEPP”) or any additional or replacement incentive
compensation or long-term compensation program established by Covance for its
senior officers.  Any awards under such
programs shall be at such levels or in such amounts as the Board or the
Compensation and Organization Committee deems, in its sole discretion, appropriate
for your position and the performance of your duties.


 


Severance


 


Should you be involuntarily terminated by the Company
for reasons other than (1) for Cause (as defined below); (2) as a
result of your Extended Disability (as defined below) or (3) within the 24
month period following a Change in Control (as defined below), the Company
shall pay you the following amounts (subject to the paragraph entitled “Specified
Employee,” if applicable):


 


(i)                                     An
amount equal to the sum of (a) one year of base salary in effect at the
time of termination plus (b) an amount equal to the product of your target
bonus percentage and your base salary in
effect at the time of termination (the sum of (a) and (b) being,
collectively, the “Termination Payments”), payable on the Company’s normal
payroll cycle;


 


(ii)                                  Your
base salary (payable on the normal payroll cycle) with the Company in effect at
the time of such involuntary termination for the one year period starting on
the date of the first anniversary of such involuntary termination, in the event
that, after reasonable efforts by you, you have been unable to obtain a
suitable alternative vocation, as determined by the Company’s Chief Executive
Officer in his sole discretion;


 


(iii)                               In
the event you elect COBRA continuation for you and your eligible dependents, the
monthly premium for such coverage from the date of such involuntary termination
until the date that is the later of (x) the first anniversary of such
involuntary termination and (y) the date you have obtained a suitable
alternative vocation, as determined in accordance with subsection (ii) above
(such period being the “Health Continuation Period”).  For the remainder of any applicable COBRA
period after the expiration of the Health Continuation Period, you shall be
responsible for such costs.  Notwithstanding
the foregoing, if you have not found a suitable alternative vocation, as
determined in accordance


 


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with subsection (ii) above
on or prior to the date that is 18 months after your involuntary termination
from the Company, then the Company shall continue paying the equivalent premium
payments until the earlier of (I) the date you find a suitable alternative
vocation, as determined in accordance with subsection (ii) above and (II) the
date that is the second anniversary of your involuntary termination from the
Company.  In the event you were
terminated for Cause and the COBRA election is still available to you under
applicable law, and you so elect the COBRA continuation, you shall be
responsible for all health benefit premium costs; and


 


(iv)                              You
will be given the option to convert your life insurance benefit to a personal
life insurance policy, and if you so elect, the monthly premiums will be paid
by the Company for the period during which the Company pays the monthly
premiums for health coverage in accordance with subsection (iv) above.


 


Notwithstanding anything in this Severance paragraph to the contrary, you
agree that if you obtain or are provided with medical and dental benefits from
a new employment position, then you shall promptly notify the Company that such
benefits are being provided to you and the Company shall cease providing such
coverage or discontinue paying the premiums for such insurance, as applicable.  You agree to promptly update the Senior Vice
President, Human Resources of the Company of any change in your employment or
benefits coverage status during any period you are receiving benefits
hereunder.


 


Please refer to that certain Confidentiality and
Non-Competition Agreement between you and the Company (the “Non-Competition
Agreement”).  You agree that any of the
severance payments under subsection (i) or (ii) above shall
constitute the payment of your base salary under Section 4(a)(ii) of
the Non-Competition Agreement.


 


“Cause” shall
mean (i) your conviction of, or plea of guilty or nolo
contendere to, a felony or a misdemeanor if such misdemeanor
involves moral turpitude; (ii) your commission of any act of gross
negligence or intentional misconduct in the performance or non-performance of
your duties as an employee of Covance or its affiliates, including without
limitation, any actions which constitute sexual harassment under applicable
laws, rules or regulations; (iii) your failure to perform your duties
assigned for a period of thirty (30) or more days unless such failure is caused
by an Extended Disability (as defined below); or (iv) your
misappropriation of assets, personal dishonesty or intentional
misrepresentation of facts which may cause Covance or its affiliates financial
or reputational harm.


 


“Extended Disability”
shall (i) mean you are unable, as a result of a medically determinable
physical or mental impairment, to perform the duties and services of your
position, or (ii) have the meaning specified in any disability insurance
policy maintained by Covance, whichever is more favorable to you.


 


Except as may be otherwise provided herein or in any
applicable Covance compensation and benefit plans, Covance shall not be liable
for any salary or benefit payments to you beyond


 


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the date of your voluntary termination of employment
with Covance.  Upon the termination of
your employment with Covance for Cause or for Extended Disability, you shall
not be entitled to any compensation or other benefits not already earned and
owing to you on account of your services on the date of such termination of
employment.  The provision of any
benefits pursuant to this Agreement shall be in lieu of, and not in addition
to, any payment or benefits you otherwise would have been entitled to pursuant
to any severance pay plan of the Company, including, without limitation, the
Company’s Amended and Restated Severance Pay Plan.


 


Change-of-Control


 


Upon an Event of Termination (as defined below), you
will be entitled to a lump sum payment equal to the sum of (1) the product
of (a) 3 and (b) your base annual salary in effect at the time of the
Event of Termination and (2) the product of (a) 3 and (b) the
number that is your base annual salary times your target bonus percentage, each
as in effect at the time of the Event of Termination.  Except as otherwise provided under the
paragraph entitled “Specified Employee,” such payment will be made within 60
days of the Event of Termination.  In
addition, upon an Event of Termination, (i) all of your stock options,
restricted stock, deferred compensation and similar benefits which have not
become vested on the date of an Event of Termination shall become vested upon
such event and (ii) you shall be entitled to receive any payments
calculated pursuant to the paragraph headed “Certain
Additional Payments by Covance.”


 


For the purposes of this Agreement, an “Event of
Termination” is defined to be a termination of your employment by Covance (for
reasons other than Cause or Extended Disability) or a Constructive Termination
(as defined below) of your employment, in each case within 24 months following
a Change-of-Control (as defined below), or your voluntary termination of your
employment with Covance for any reason or no reason during the one-month period
commencing twelve months following a Change-of-Control and ending thirteen
months after such Change-of-Control (a “Voluntary Termination”).


 


For purposes of this Agreement, a “Change-of-Control”
shall mean:


 


(i)                                     any
person, or more than one person acting as a group within the meaning of Code Section 409A
and the regulations issued thereunder, acquires ownership of stock of the
Company that, together with stock held by such person or group, constitutes
more than 50 percent of the total fair market value or total voting power of
the stock of the Company;


 


(ii)                                  any
person, or more than one person acting as a group within the meaning of Code Section 409A
and the regulations issued thereunder, acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition) ownership of stock of
the Company possessing 30 percent or more of the total voting power of the
Company’s stock;


 


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(iii)                               a majority of the members
of the Board is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the members of the
Board before the date of the appointment or election; or


 


(iv)                              a
person, or more than one person acting as a group within the meaning of Code Section 409A
and the regulations issued thereunder, acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition) assets from
the Company that have a total gross fair market value equal to or more than 40
percent of the total gross fair market value of all the assets of the Company
immediately before such acquisition or acquisitions.


 


For purposes of this Agreement, a “Constructive
Termination” is defined to be your termination of employment with Covance
because of:


 


(i)                                     a
material breach by Covance of this Agreement, including, without limitation, a
reduction in your then current salary or the percentage of base salary eligible
for incentive compensation;


 


(ii)                                  a
diminution of your responsibilities, status, title or duties hereunder;


 


(iii)                               a
relocation of your work place which increases the distance between your
principal residence and your work place by more than 25 miles;


 


(iv)                              a
failure by Covance to provide you with benefits which are as favorable to you
in all material respects as those provided immediately prior to a
Change-of-Control; or


 


(v)                                 the
failure of any acquiror or successor in interest to the business of Covance to
agree in writing to be bound by the terms of this Agreement within four months
of any Change-of-Control;


 


provided, however, that a
Constructive Termination will only occur upon (1) written notice by you to
Covance of the existence of one or more of the conditions listed above and the
your intent to terminate employment with Covance, within 30 days of the
commencement of such condition; and (2) Covance’s failure to cure such
condition within 30 days of Covance’s receipt of such notice.  Any such written notice by you shall specify
the particular act or acts, or failure to act, which is or are the basis for
your Constructive Termination.


 


In the event you are involved in any dispute about
your rights under this Agreement arising on or after a Change-of-Control,
Covance shall pay all reasonable legal costs and fees incurred by you during
your lifetime in connection with such dispute promptly upon receipt of any
invoice relating thereto, provided that any such reimbursement shall be made no
later than December 31 of the year following the year during which such
cost or expense is incurred.


 


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With respect to an Event of Termination, medical and
dental benefits will be continued, to the extent they are not otherwise
prohibited under the respective plans and on the terms and conditions of the
relevant provisions of this Agreement and the applicable plan, until you find
other employment but not longer than three years from the date of the Event of
Termination.  In addition, you will be
given the option to convert your life insurance benefit to a personal policy
and if you so elect, Covance will pay such monthly premiums until you find
other employment but not longer than three years from the date of the Event of
Termination.


 


Notwithstanding the foregoing, to the extent
applicable, any claims for reimbursement of medical and dental expenses under
this Agreement shall be paid as soon as administratively feasible following the
proper submission of the applicable expense; provided that all claims must be
submitted and paid by December 31 of the year following the year during
which you incurred the applicable expense.


 


Specified Employee


 


Notwithstanding any other provision of the Agreement,
if (i) you become entitled to receive payments or benefits under this
Agreement as a result of your “separation from service” within the meaning of
Code Section 409A, (ii) you are a “specified employee” within the
meaning of Code Section 409A, and (iii) such payment or benefit would
be subject to tax under Code Section 409A if the payment or benefit is
paid within six months of your separation from service, then such payment or
benefit required under this Agreement shall not be paid until the first day
which is six months after your separation from service.


 


Certain Additional
Payments by Covance


 


(a)                                  Anything
in this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by, to or for the benefit of you,
whether made under this Agreement or otherwise (a “Payment”), would be subject
to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then
you shall be entitled to receive an additional payment (a “Gross-Up Payment”)
in an amount such that after payment by you of all taxes (including any Excise
Tax) imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.


 


(b)                                 All
determinations required to be made under these provisions, including whether a
Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be
made by the accounting firm utilized by Covance for the preparation of its
annual external financial statements (the “Accounting Firm”) which shall
provide detailed supporting calculations both to Covance and you within 30 days
of the Event of Termination, if applicable, or such earlier time as is
requested by Covance.  The Gross-Up
Payment, if any, as determined pursuant to this item (b), shall be paid to you
within 10 days of the receipt of the Accounting Firm’s determination. Any determination
by the Accounting Firm shall be binding upon Covance and you.  If subsequent final determinations of the
Excise Tax made by the Internal Revenue Service give rise to additional Excise
Tax, then additional Gross-Up


 


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Payments shall be made by
Covance to you within 10 days after the notice is received by Covance of such
final determination.


 


(c)                                  You
shall notify Covance in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by Covance of a Gross-Up
Payment.  Such notification shall be
given as soon as practicable but no later than 10 business days after you know
of such claim.  You shall not pay such
claim prior to the expiration of the thirty-day period following the date on
which you give such notice to Covance (or such shorter period ending on the
date that any payment of taxes with respect to such claim is due).  If Covance notifies you in writing prior to
the expiration of such period that it desires to contest such claim, you shall:


 


(i)                                     give
Covance any information reasonably requested by Covance relating to such claim,


 


(ii)                                  take
such action in connection with contesting such claims as Covance shall
reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney
selected by Covance,


 


(iii)                               cooperate
with Covance in good faith in order effectively to contest such claim, and


 


(iv)                              permit
Covance to participate in any proceedings relating to such claim; provided, however,
that Covance shall bear all costs and expenses incurred in connection with such
contest and shall indemnify and hold you harmless, on an after-tax basis, for
any Excise Tax or income tax imposed as a result of such contest or
representation and payment of costs and expenses.  Covance shall control all proceedings taken
in connection with such contest.  Covance
may, at its sole option, either direct you to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and you agree to
prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as
Covance shall determine.


 


(d)                                 Notwithstanding
the foregoing, in no event shall any Gross-Up Payment, or any reimbursement of
related costs and expenses within the meaning of Code Section 409A, be
paid to you or on your behalf later than December 31 of the year following
the year in which you paid the Excise Tax or other cost or expense on which
such Gross-Up Payment or reimbursement is payable under this Agreement.


 


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Injunctive Relief


 


You agree that the remedies available to Covance at
law for any breach of any of your obligations under this Agreement may be
inadequate, and you accordingly agree and consent that temporary or permanent
injunctive relief, and/or an order of specific performance, may be granted in
any proceeding which may be brought to enforce any provision hereof, without
the necessity of proof of actual damage, in addition to any other remedies
available to Covance at law.


 


Outplacement


 


If there has been an Event of Termination, Covance
shall provide for you, at Covance’s cost, executive outplacement support for
one year following such termination; provided that all reimbursements of costs
and expenses under this paragraph shall be made to you no later than December 31
of the year following the year during which you incurred the applicable cost or
expense.


 


Release


 


If there has been an Event of Termination or if there
has been no Change-of-Control but you have been terminated without Cause, the
obligation of Covance to make to you any or all of the payments specified under
this Agreement (including, without limitation, the Termination Payments, the
salary continuation payments described in subsection (ii) of the paragraph
entitled Severance of this Agreement or
the payments specified under the paragraph headed “Change
of Control,” as applicable) shall be subject to
your execution and delivery to Covance of a release in form and substance
reasonably satisfactory to Covance of all claims, demands, suits or actions,
whether in law or at equity, you have or may have relating to or giving rise
from such Event of Termination or non-Cause termination.


 


Plans and Conflicts


 


As in the case with the Bonus Plan, the Agreement does
not constitute an amendment, modification or supplement to any other plan or
policy (benefit, compensation or otherwise, including without limitation the
EEPP, SERP, 401(k) Savings Plan, and ESPP) of Covance, whether or not
described in the Agreement, and to the extent there is any inconsistency
between the Agreement and any other plan (benefit, compensation or otherwise,
including without limitation the EEPP, SERP, 401(k) Savings Plan, and
ESPP), of Covance, whether or not described herein, such plans or policies
shall govern.  Further, nothing in this
Agreement shall constitute a limitation on Covance’s right to modify or
discontinue any such plans or policies.


 


The provisions of employment relating to health
benefits, vacation and reimbursement for business expenses, professional dues,
etc. will be administered in accordance with company policies, as they may be
amended, modified or supplemented from time to time.


 


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Governing Law


 


This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey, without reference to any
conflicts of law provisions.


 


Conditions to Effectiveness


 


This Agreement will become effective as of the date
first written above upon which all of the following conditions have been
satisfied:


 


a)                                      The
Board has approved this Agreement; and


 


b)                                     The
Agreement has been executed and delivered by each of you and Covance.


 


Representations
and Warranties


 


You hereby represent and warrant to Covance the
following:


 


a)                                      You
are not currently party to any contract of employment that might impede or
impair your ability to execute this Agreement or perform the services
contemplated hereof;


 


b)                                     You
are not subject to any non-competition agreement, arrangement or understanding
or any other restrictive covenants that might restrict your employment by
Covance pursuant to this Agreement or otherwise; and


 


c)                                      You
shall hold the terms and conditions of your employment with Covance, including
this Agreement, in strict confidence and will not divulge the terms thereof to
anyone else except employees or agents of Covance who have a need to know or
your spouse, accountant, investment advisor, lawyer or others who have a need
to know, provided, they are under
similar obligations of confidentiality.


 


Waivers


 


The failure of either party at any time to require
performance by the other party of any provision hereof shall not affect in any
way the full right to require such performance at any time thereafter, nor
shall a waiver by either party of a breach of any provision hereof be taken or
held to be a waiver of future performance under the provision itself.


 


Scope of Restrictions
Reasonable


 


You hereby expressly agree that all of the covenants
in this Agreement are reasonable and necessary in order to protect Covance and
its business.  If any provision or any
part of any provision of this Agreement shall be invalid or unenforceable under
applicable law, such part


 


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shall be ineffective only to the extent of such
invalidity or unenforceability and shall not affect in any way the validity or
enforceability of the remaining provisions of this Agreement, or the remaining
parts of such provision.


 


Assignment; Amendments


 


This Agreement shall be binding on and inure to the
benefit of the parties hereto and their heirs, executors, legal
representatives, successors and assigns. 
Except in the event of a transfer to a successor corporation or other
entity or affiliate of Covance, neither party shall have the right to assign
its rights or delegate its obligations, or all or any portion of its rights or
interests under this Agreement without the prior written consent of the other
party hereto.  This Agreement may be
amended only by a written instrument signed by both parties hereto making
specific reference to this Agreement and expressing the plan or intention to
modify it.


 


Notification


 


Any notice, request, demand, or other communication
required or permitted by this Agreement shall be deemed to be properly given if
delivered by hand or when mailed certified, registered or first class mail or
overnight courier with postage or shipping charge prepaid, addressed to Covance
at 210 Carnegie Center, Princeton, New Jersey 08540, Attention: CEO and to you
at your address specified above, and all such notices shall be deemed effective
at the time of delivery.  The addresses
for the purpose of this paragraph may be changed only by giving written notice
of such change in the manner provided herein for giving notices.


 


Captions


 


The captions of the paragraphs herein are inserted as
a matter of convenience only and in no way define, limit or describe the scope
of this Agreement or any provisions hereof.


 


Entire Agreement


 


This Agreement sets forth the entire agreement and
understanding between the parties hereto as to the subject matter hereof, and
as such supersedes in its entirety any existing agreement or offer letters,
whether oral or written, between you and Covance, except for any
confidentiality and/or non-competition agreements between you and Covance which
shall continue in full force and effect in addition to any of the provisions
contained in this Agreement.


 


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Employee at Will


 


This Agreement is not a contract of employment.  Your employment by Covance is for no fixed
term, and either you or Covance may terminate the employment relationship at
any time for no reason or any reason not prohibited by applicable laws.


 


Please indicate your agreement with the terms and
conditions of this Agreement by signing two copies of this Agreement and
returning them to my attention.


 


Withholding


 


All payments made by Covance
under this Agreement will be reduced by any tax or other amounts required to be
withheld by Covance under applicable law.


 


Very truly yours,


 


 


Joseph Herring


Chairman and Chief
Executive Officer


 


 


Accepted as of the date
first above specified:


 


	
  By:

  	
   

  	
   

  
	
   

  	
  [Executive Name]

  	
   

  
				



 


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