ex10-29



 


EXHIBIT 10.29


BIORELIANCE CORPORATION







EMPLOYEE STOCK PURCHASE PLAN

(Effective as of October 31, 2001)








	1.	 	PURPOSE.



     The Employee Stock Purchase Plan (the “Plan”) of BioReliance Corporation
(the “Company”) is designed to provide an opportunity for the employees of the
Company and its Designated Subsidiaries (defined below) to purchase shares of
the Company’s common stock, $.01 par value per share (“Common Stock”) through
voluntary automatic payroll deductions and to encourage such employees to
continue in the employ of and to exert their best efforts on behalf of the
Company and such subsidiaries. The Plan is intended to be an “employee stock
purchase plan” within the meaning of Section 423 of the Internal Revenue Code
of 1986, as amended (the “Code”).



	2.	 	CERTAIN TERMS.



     (a)     “Change in Capitalization” shall mean any increase or reduction in the
number of shares of Common Stock (“Shares”), or any change (including, without
limitation, a change in value) in the Shares or exchange of Shares for a
different number or kind of shares or other securities of the Company or
another corporation, by reason of a reclassification, recapitalization, merger,
consolidation, reorganization, spin-off, split-up, issuance of warrants or
rights or debentures, stock dividend, stock split or reverse stock split,
property dividend, combination or exchange of shares, change in corporate
structure or substantially similar event.


     (b)     A “Change in Control” shall mean the occurrence during the term of the
Plan of any of the following events:



		
	 	     (1)     An acquisition in one or more transactions (other than directly
from the Company or pursuant to options granted under this Plan or
otherwise by the Company) of any voting securities of the Company (the
“Voting Securities”) by any Person (other than any member of the Knafel
Family) immediately after which such Person has beneficial ownership
within the meaning of Rule 16d-3 promulgated under the Exchange Act
(“Beneficial Ownership”) of (i) thirty percent (30%) or more of the
combined voting power of the Company’s then outstanding Voting Securities
and (ii) a number of Voting Securities having combined voting power
greater than the combined voting power of the Voting Securities then
Beneficially Owned by members of the Knafel Family; provided, however, in
determining whether a Change in Control has occurred, Voting Securities
which are acquired in a “Non-Control Acquisition” (as defined below)
shall not constitute



 






 





		
	 	an acquisition which would cause a Change in Control. A “Non-Control
Acquisition” shall mean an acquisition by (A) an employee benefit plan
(or a trust forming a part thereof) maintained by (i) the Company or (ii)
any Subsidiary, (B) the Company or any Subsidiary, or (C) any Person in
connection with a “Non-Control Transaction” (as defined below);
	 
	 	     (2)     The individuals who, as of April 24, 1997, are members of the
Board (the “Incumbent Board”), cease for any reason to constitute at
least two-thirds of the Board; provided, however, that if the election,
or nomination for election by the Company’s stockholders, of any new
director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of the Plan, be considered a
member of the Incumbent Board; provided, further, however, that no
individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of an actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board (a “Proxy Contest”) including by reason of
any agreement intended to avoid or settle any Proxy Contest; or
	 
	 	     (3)     Consummation of:




		
	 	     (A)     A merger, consolidation, or reorganization involving the
Company, unless




		
	 	     (1)     the stockholders of the Company immediately before
such merger, consolidation or reorganization own, directly
or indirectly, immediately following such merger,
consolidation or reorganization, more than fifty percent
(50%) of the combined voting power of the outstanding
voting securities of the corporation resulting from such
merger or consolidation or reorganization (the “Surviving
Corporation”) in substantially the same proportion as their
ownership of the Voting Securities immediately before such
merger, consolidation or reorganization;
	 
	 	     (2)     the individuals who were members of the Incumbent
Board immediately prior to the execution of the agreement
providing for such merger, consolidation, or reorganization
constitute at least two-thirds of the members of the
governing board of directors of the Surviving Corporation;
	 
	 	     (3)     no Person (other than the Company or any
Subsidiary, any employee benefit plan (or any trust forming
a part thereof) maintained by the Company, the Surviving
Corporation or any Subsidiary, or any Person, who,
immediately prior to such merger, consolidation or
reorganization had Beneficial Ownership of twenty percent
(20%) or more of the then outstanding Voting Securities)
has Beneficial Ownership of twenty percent (20%) or more of
the combined voting



 






 





		
	 	power of the Surviving Corporation’s then outstanding
voting securities; and
	 
	 	     (4)     a transaction described in clauses (1) through (3)
shall herein be referred to as a “Non-Control Transaction”;




		
	 	     (B)     A complete liquidation or dissolution of the Company; or
	 
	 	     (C)     An agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any Person 
     (other than a transfer to a Subsidiary).




		
	 	     Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because any Person (the “Subject Person”) acquired
Beneficial Ownership of more than the permitted amount of the outstanding
Voting Securities as a result of the acquisition of Voting Securities by
the Company which, by reducing the number of Voting Securities
outstanding, increases the proportional number of shares beneficially
owned by the Subject Person; provided, however, that if a Change in
Control would occur (but for the operation of this sentence) as a result
of the acquisition of Voting Securities by the Company, and after such
share acquisition by the Company, the Subject Person becomes the
Beneficial Owner of any additional Voting Securities which increases the
percentage of the then outstanding Voting Securities beneficially owned
by the Subject Person, then a Change in Control shall occur.



     (c)     “Committee” means a committee, as described in Section 13, appointed
by the Board of Directors of the Company (the “Board”) from time to time and to
confirm the functions set forth herein.


     (d)     “Designated Subsidiaries” shall mean those Subsidiaries which are
designated from time to time by the Board or the Committee.


     (e)     “Enrollment Period” shall mean the period of up to thirty days
beginning before the first day of a Purchase Period, or such other period in
advance of a Purchase Period as the Company shall determine.


     (f)     “Exchange Act” means the Securities Exchange Act of 1934, as
amended.


     (g)     “Fair Market Value” on any date means the closing price at the close
of the primary trading session of the Shares on such date on the principal
national securities exchange on which such Shares are listed or admitted to
trading, or, if such Shares are not so listed or admitted to trading, the
closing price at the close of the primary trading session on such date as
quoted on the Nasdaq Stock Market or such other market in which such prices are
regularly quoted, or, if there has been no such closing price with respect to
Shares on such date, the Fair Market Value shall be the value established by
the Committee in good faith.


     (h)     “Gross Payroll Amount” shall mean the gross amount of pay an employee
would receive at each regular pay period before the deduction of withholding,
FICA, medical and dental


 






 




premiums, medical reimbursement accounts, amount contributed to a trust
pursuant to a qualified cash or deferred compensation arrangement under Section
401(k) of the Code, and all other amounts to be withheld, including deductions
under this Plan, but after the deduction of amounts withheld pursuant to
deferred compensation arrangements.


     (i)     “Knafel Family” means (i) Sidney R. Knafel and/or members of his
“immediate family” (as defined in Rule 16a-1 promulgated under the Exchange
Act), (ii) a trust solely for the benefit of any of the individuals referred to
in clause (i) above: (iii) the guardian, conservator, estate or other legal
representative of any of the individuals referred to in clause (i) above; and
(iv) any corporation, partnership, limited liability company or other entity
all of the outstanding equity securities of which are owned, directly or
indirectly, by the individuals or entities referred to in clause (i), (ii) or
(iii) above.


     (j)     “Offering” shall mean an offering of Shares for purchase hereunder.


     (k)    “Person” shall mean “person” as such term is used for purposes of
Section 13(d) or 14(d) of the Exchange Act, including, without limitation, any
individual, firm, corporation, partnership, limited liability company, joint
venture, association, trust or other entity, or any group of Persons.


     (l)     “Purchase Period” shall mean a period during which payroll deductions
are to be made pursuant to the Plan. Unless otherwise provided by the
Committee, Purchase Periods shall commence on December, March, June and
September 1 and shall be three months in duration.


     (m)     “Retirement” shall mean termination of employment by an employee who
is at least 55 years of age after at least five years of employment by the
Company and/or a Designated Subsidiary.


     (n)     “Subsidiary” shall mean any corporation or other Person of which a
majority of its voting power or its equity securities or equity interest is
owned directly or indirectly by the Company.



	3.	 	OFFERING UNDER THE PLAN; ELECTION TO PURCHASE.



     (a)     In each instance, the Committee shall determine whether or not there
will be an Offering. If the Committee shall decide that there shall be an
Offering, the Committee shall, in advance of the Offering, determine: (i) the
first and last days of the Offering and the Purchase Period, (ii) the aggregate
number of Shares to be offered in a Purchase Period, (iii) the maximum
percentage of an employee’s Gross Payroll Amount, not to exceed ten percent,
that he may elect for payroll deductions described in Section 8, and (iv) the
maximum number, if any, of Shares which any employee may purchase in any
Purchase Period during such Offering; and shall give each eligible employee
written notice of such determinations prior to the commencement of the
Enrollment Period.


 






 


     (b)     Each eligible employee may elect to buy Shares in any Purchase Period
by completing, signing and delivering to the Company, an Election and
Authorization form in the form prescribed by the Company prior to the
commencement of the Purchase Period which:


          (i)     specifies the percentage of his Gross Payroll Amount (not in excess of
the maximum set by the Committee) he elects to have deducted and applied to
purchase Shares hereunder;


          (ii)     authorizes the Company to make (or receive from a Designated
Subsidiary) the specified periodic payroll deductions from his compensation
during such Purchase Period or until such earlier date as (x) he shall cancel
or (if permitted by the Committee) modify his authorization by filing an
executed cancellation or modification (in the time and form prescribed by the
Company) with the Company, (y) he shall have purchased the maximum number of
Shares he is entitled to purchase in the Purchase Period, or (z) he shall have
terminated employment with the Company or Designated Subsidiary for purposes of
Section 8 of this Plan; and


          (iii)     specifies the exact name in which Shares purchased by him in the
Purchase Period are to be issued, which shall be the full legal name of the
employee.


     (c)     Each eligible employee who elects to participate in the Plan during
any Enrollment Period shall remain enrolled in the Plan and shall continue to
participate in each successive Offering until the employee’s authorization is
cancelled or the employee ceases to be eligible to participate in the Plan.



	4.	 	ELIGIBLE EMPLOYEES.



     All regular, full-time employees of the Company and of the Designated
Subsidiaries at the commencement of a Purchase Period shall be eligible
employees under this Plan with respect to such Purchase Period, except:


     (a)     employees who at the commencement of the Purchase Period have been
employed by the Company or a Designated Subsidiary for less than 90 days;


     (b)     employees whose customary employment by the Company or a Designated
Subsidiary at the commencement of a Purchase Period is 20 hours or less per
week;


     (c)     employees whose customary employment by the Company or a Designated
Subsidiary at the commencement of a Purchase Period is for not more than five
months in any calendar year; and


     (d)     any employee who, as of the first day of a Purchase Period, would own
stock or hold outstanding options to purchase stock, possessing in the
aggregate (as determined under Sections 423 and 424 of the Code) five percent
or more of the total combined voting power or value of all classes of stock of
the Company or of any Subsidiary.


 






 



	5.	 	NUMBER OF SHARES PURCHASABLE.



     (a)     The maximum number of Shares that may be purchased by any eligible
employee during a Purchase Period shall be determined by the Committee in its
sole discretion. Such limitation shall be expressed both as a maximum
percentage, not to exceed ten percent, of an eligible employee’s Gross Payroll
Amount that may be deducted and applied to the purchase of Shares hereunder
(which percentage shall be uniform as to all eligible employees), and a maximum
number of Shares that may be purchased by an eligible employee hereunder. An
eligible employee may elect to purchase all or any part of such maximum number
of Shares by so indicating in such employee’s Election and Authorization form.


     (b)     The amount of any payroll deduction made pursuant to Section 8, or of
any payment to be made hereunder to an employee or his legal representative, in
a currency other than United States dollars shall be converted to or from
United States dollars, as the case may be, based on the exchange rate in effect
on the date the Company receives such deduction or makes such payment,
respectively. The Committee shall determine the applicable exchange rate by
any reasonable method, which may be based on the exchange rate actually
available to the Company in the ordinary course of business on the date of such
conversion.


     (c)     If at any time during a Purchase Period the number of Shares which all
eligible employees have duly elected to purchase through authorized payroll
deductions but which have not yet been purchased (the “aggregate Shares
elected”) would cause the aggregate number of Shares to be acquired in the
Purchase Period to exceed the number of Shares designated by the Committee as
available for purchase in such Purchase Period, the Shares which may thereafter
be purchased by each employee shall be reduced from the number so elected on a
pro rata basis in the proportion that the number of Shares so elected by each
such employee bears to the aggregate number of Shares elected by all such
employees. The reductions shall be determined by the Committee by any
reasonable method such that the aggregate number of Shares sold in the Purchase
Period shall be not more than and as nearly equal as possible to the number of
Shares originally designated by the Committee as available for purchase in such
Purchase Period. No fractional Shares may be purchased unless the Committee
otherwise provides.


     (d)     Notwithstanding any other provision of this Plan, no employee shall be
entitled to purchase Shares in any Purchase Period to the extent such purchase
would permit such employee to accrue (as determined under Section 423 of the
Code) the right to purchase under this Plan and under all other employee stock
purchase plans of the Company and its subsidiaries, the right or option to so
purchase at a rate which exceeds $25,000 of Fair Market Value of such stock,
determined at the time such right or option is granted, for any calendar year
in which such right or option is outstanding at any time.



	6.	 	SHARES SUBJECT TO THE PLAN.



     The Shares, which may be offered under this Plan, may be authorized and
issued Common Stock, authorized and unissued Common Stock or Common Stock
reacquired by the Company and held in its treasury. The maximum aggregate
number of shares of Common Stock which may be made available by the Committee
for purchase and issued under this Plan is


 






 




200,000, subject to any increase or decrease pursuant to Section 11. All
Shares offered in any Offering, which for any reason are not purchased, shall
be included in the Shares available for subsequent Offerings.



	7.	 	PRICE.



     The price at which Shares may be purchased in any Purchase Period shall be
85% of the lower of the Fair Market Value of the Common Stock on the first day
of the Purchase Period and the last day of the Purchase Period on which the
Common Stock is traded (or if the Common Stock is not listed for trading, on
the first or last business day of the Purchase Period) or such greater
percentage as determined by the Committee with the approval of the Board.



	8.	 	PAYROLL DEDUCTIONS; PURCHASE OF SHARES; RIGHTS OF CANCELLATION; RIGHTS ON
TERMINATION OF EMPLOYMENT OR DEATH.



     (a)     Except as otherwise provided herein, Shares purchased under this Plan
shall be paid for by payroll deductions during the Purchase Period. All funds
received under this Plan, either through payroll deductions or cash deposits,
shall be applied to the purchase of Common Stock hereunder as of the last day
of a Purchase Period on which the Common Stock is traded, or if the Common
Stock is not listed for trading, on the last business day of a Purchase Period.
Such Shares shall be issued to individual employees as soon as practicable
after the purchase.


     (b)     Each employee may cancel his election to purchase additional Shares
through payroll deductions in any Purchase Period under this Plan by giving not
less than thirty days prior written notice of cancellation to the Company on
the form prescribed by the Company. In such case, no further amounts shall be
withheld for the account of such employee through payroll deductions in respect
of such Purchase Period (but such employee shall not be precluded from
participating in a subsequent Purchase Period by reason of such revocation).
Any amount theretofore deducted under this Plan for such employee’s account and
not yet applied to the purchase of Shares shall be refunded to the employee.


     (c)     If the employment with the Company or any Designated Subsidiary of any
eligible employee who has delivered a completed and duly executed Election and
Authorization form for any Purchase Period (an “electing employee”) shall
terminate prior to the end of such Purchase Period because of his Retirement or
death, or because the Subsidiary with which he is employed ceases to be a
Designated Subsidiary during such Purchase Period, then all further payroll
deductions hereunder shall cease and amounts theretofore deducted under the
Plan for his account shall be applied to purchase Shares in accordance with the
otherwise applicable provisions of the Plan. If the full time regular
employment of any eligible employee with the Company or a Designated Subsidiary
shall terminate prior to the end of a Purchase Period for any other reason,
then the electing employee shall be deemed to have revoked his election to have
payroll deductions made and applied to purchase Shares in the Purchase Period
as of the date of such termination and the amount theretofore deducted under
the Plan for his account and not applied to the purchase of Shares shall be
paid to such employee as soon as practicable. The transfer of an eligible
employee from the Company or a Designated Subsidiary to another


 






 




Designated Subsidiary or to the Company or to any affiliate as defined in
Section 414 of the Code, shall not constitute a termination of employment under
this Section 8.


     (d)     No employee may modify the percentage of Gross Payroll Amount that he
has elected to have deducted on the Election and Authorization form delivered
to the Company unless pursuant to a revocation or cancellation hereunder, or
unless the Committee otherwise provides as to all eligible employees.



	9.	 	ISSUANCE OF SHARES.



     No employee shall have any rights as a stockholder with respect to any
Shares, which he may elect to purchase under the Plan prior to the date of
purchase of such Shares. At the end of each Purchase Period, certificates
representing Shares purchased under this Plan for each employee shall be issued
as soon as practicable and delivered to such employee.



	10.	 	ASSIGNABILITY.



     No assignment or transfer by an employee, former employee or his legal
representative of any option, election to purchase Shares, or any other
interest under this Plan will be recognized or of any force or effect; any
purported assignment or transfer, whether voluntary or by operation of law
(except by will or the laws of descent and distribution), shall have the effect
of terminating such option, election to purchase or other interest. An
employee’s option and election to purchase shall be exercisable, during his
lifetime, only by him. If an election to purchase is terminated by reason of
the provisions of this Section 10, the only right thereafter continuing shall
be the right to have the amount of payroll deductions then credited to the
employee’s account which have not been applied to the purchase of Shares paid
to the employee or his legal representative.



	11.	 	ADJUSTMENTS IN EVENT OF CHANGE IN CAPITALIZATION.



     In the event of any Change in Capitalization, then the aggregate number
and kind of Shares or other securities which thereafter may be sold under the
Plan and the number and kind of Shares or other securities which may be
purchased under any outstanding Offering and the purchase price thereof shall
be appropriately adjusted consistent with such change in such manner as the
Committee may deem equitable to prevent substantial dilution or enlargement of
the rights granted to, or available for, eligible employees under the Plan and
any such adjustment determined by the Committee in good faith shall be binding
and conclusive on the Company, Designated Subsidiaries and all employees and
their respective heirs, executors, administrators, successors and assigns.



	12.	 	EFFECT OF CHANGE IN CONTROL.



     (a)     In the event of a Change in Control caused by the liquidation or
dissolution of the Company, the Purchase Period then in progress will terminate
immediately prior to the consummation of such liquidation or dissolution,
unless otherwise provided by the Board in its sole discretion, all rights to
purchase Shares under the Plan shall terminate and all amounts


 






 




credited to employee accounts which have not been applied to the purchase of
Shares shall be refunded.


     (b)     In the event of any Change in Control not caused by the liquidation or
dissolution of the Company after which the Company is not the Surviving
Corporation, then in the sole discretion of the Committee, (i) a date
established by the Board on or up to 10 days before the date of consummation of
such Change in Control shall be treated as the last day of the Purchase Period
then in progress or (ii) all rights to purchase Shares under the Plan shall
terminate and all amounts credited to employee accounts which have not been
applied to the purchase of Shares shall be refunded.



	13.	 	ADMINISTRATION OF THE PLAN.



     (a)     The Plan shall be administered by the Committee, which shall hold
meetings at such times as may be necessary for the proper administration of the
Plan. The Committee shall keep minutes of its meetings. A quorum shall
consist of not fewer than two members of the Committee and a majority of a
quorum may authorize any action. Any decision or determination reduced to
writing and signed by a majority of all of the members of the Committee shall
be as fully effective as if made by a majority vote at a meeting duly called
and held. The Committee shall be the Compensation Committee of the Board of
Directors, which shall consist of at least two (2) directors of the Company and
may consist of the entire Board; provided, however, that if the Committee
consists of less than the entire Board, each member shall be a Non-employee
Director. No member of the Committee shall be liable for any action, failure
to act, determination or interpretation made in good faith with respect to this
Plan or any transaction hereunder, except for liability arising from his or her
own willful misfeasance, gross negligence or reckless disregard for his or her
duties. The Company hereby agrees to indemnify each member of the Committee
for all costs and expenses and, to the extent permitted by applicable law any
liability incurred in connection with defending against, responding to,
negotiating for the settlement of or otherwise dealing with any claim, cause of
action or dispute of any kind arising in connection with any actions in
administering this Plan or authorizing or denying authorization to any
transaction hereunder.


     (b)     Subject to the express terms and conditions set forth herein, the
Committee shall have the power from time to time to:


          (1)     construe and interpret the Plan and the rights granted hereunder and
to establish, amend and revoke rules and regulations for the administration of
the Plan, including, without limitation, correcting any defect or supplying any
omission, or reconciling any inconsistency in the Plan or in any Agreement, in
the manner and to the extent it shall deem necessary or advisable so that the
Plan complies with applicable law and the Code to the extent applicable, and
otherwise to make the Plan fully effective. All decisions and determinations
by the Committee in the exercise of this power shall be final, binding and
conclusive upon the Company, its Subsidiaries, employees participating in the
Plan and all other persons having any interest therein;

 






 




          (2)     determine the duration and purposes for leaves of absence which may be
granted to an employee on an individual basis without constituting a
termination of employment or service for purposes of the Plan:


          (3)     exercise its sole discretion with respect to the powers and rights
granted to it as set forth in the Plan; and


          (4)     generally, to exercise such powers and to perform such acts as are
deemed necessary or advisable to promote the best interest of the Company with
respect to the Plan.


     (c)     Notwithstanding the foregoing, all employees participating in the Plan
shall have the same rights and privileges under the Plan, except to the extent
permitted by Section 423(b)(5) of the Code. No member of the Board, no
employee of the Company and no member of the Committee (nor the Committee
itself) shall be liable for any act or action hereunder, whether of omission or
commission, by any other member or employee or by any agent to whom duties in
connection with the administration of the Plan have been delegated or, except
in circumstances involving his bad faith, gross negligence or fraud, for
anything done or omitted to be done by himself. The Company or the Committee
may consult with legal counsel, who may be counsel for the Company or other
counsel, with respect to its obligations or duties hereunder, or with respect
to any action or proceeding or any question of law, and shall not be liable
with respect to any action taken or omitted by it in good faith pursuant to the
advice of such counsel.



	14.	 	COMPLIANCE WITH GOVERNMENT LAW AND REGULATIONS; GOVERNING LAW.



     This Plan, each Offering hereunder, and the obligation of the Company to
sell and deliver Common Stock hereunder shall be subject to all applicable
Federal and state laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may from time to time be required. The
Board may make such changes in this Plan as may be necessary or desirable, in
the opinion of the Board, to comply with the laws, rules and regulations of any
governmental or regulatory authority, or to be eligible for tax benefits under
the Code, or any other laws or regulations of any Federal, state, local or
foreign government. This Plan and actions taken in connection herewith shall
be governed and construed in accordance with the laws of the State of Maryland
(regardless of the law that might otherwise govern under applicable Maryland
principles of conflict of laws).



	15.	 	COMPANY’S PAYMENT OF EXPENSES RELATED TO THE PLAN.



     Except as otherwise specifically provided herein, the Company will bear
all expenses incurred in administering this Plan, including any brokerage fees
incurred upon the purchase of Shares.


 






 


16.      
PLAN AND RIGHTS TO PURCHASE COMMON STOCK NOT TO CONFER RIGHT WITH RESPECT
TO CONTINUANCE OF EMPLOYMENT.

     This Plan and any Offering or other rights to purchase Common Stock
granted under this Plan shall not confer upon any employee any right with
respect to continuance of employment by the Company or any Subsidiary, nor
shall they be a limitation in any way on the right of the Company or any
Subsidiary by which an employee is employed to terminate his employment at any
time.



	17.	 	WITHHOLDING OF TAXES.



     The Company shall have the right to deduct from any payment to be made
pursuant to this Plan, or to otherwise require, prior to the issuance or
delivery of any Shares or the payment of any cash hereunder, payment by each
eligible employee of, any taxes required by applicable law to be withheld. The
Committee may permit any such withholding obligation to be satisfied by
reducing the number of Shares otherwise deliverable.



	18.	 	GENERAL.



     (a)     The Committee shall accumulate and hold for each employee’s account
any amounts deducted from his compensation pursuant to this Plan and amounts
deposited as a lump sum payment and shall maintain book-entry accounts for each
electing employee to account for payroll deductions made by the employee.
Interest will not be credited or paid with respect to any account hereunder.
Any amounts deducted that are not used to purchase Shares will be refunded to
the employee.


     (b)     Unless the Committee otherwise provides, only full Shares may be
purchased under this Plan. After each Purchase Period, each employee shall
receive a cash payment of the amount deducted from such employee’s compensation
that has not been applied to purchase Shares.


     (c)     In the event of a termination of the Plan during a Purchase Period,
all amounts credited to employee accounts hereunder, which have not been
applied to the purchase of Shares, shall be refunded to the employees for whose
accounts they are credited.


     (d)     Payment for the purchase price of Shares hereunder shall be made in
United States dollars.



	19.	 	NOTICE OF DISPOSITION.



     Each participant shall notify the Company in writing if the participant
disposes of any of the Shares purchased in any Offering Period pursuant to this
Plan if such disposition occurs within two (2) years from the Offering Date or
within one (1) year from the Purchase Date on which such Shares were purchased
(the “Notice Period”).


 






 



	20.	 	AMENDMENT OR DISCONTINUANCE.



     Notwithstanding any other provision of this Plan, the Board may at any
time, and from time to time, amend, in whole or in part, any or all of the
provisions of the Plan, or suspend or terminate it entirely, retroactively or
otherwise; provided, however, that any such amendment, suspension or
termination may not, without the employee’s consent, adversely affect any
rights outstanding at the time of such amendment, suspension or termination to
purchase Shares for the balance of a Purchase Period pursuant to any Offering
hereunder. The Plan will terminate in any event when the Committee determines
that all or substantially all of the Shares reserved for purposes of the Plan
have been issued, unless the stockholders of the Company approve additional
Shares for issuance.



	21.	 	CONSTRUCTION.



     Wherever any words are used in this Plan in the masculine gender they
shall be construed as though they were also used in the feminine gender in all
cases where they would so apply, and wherever any words are used herein in the
singular form they shall be construed as though they were also used in the
plural form in all cases where they would so apply. The titles to sections of
this Plan are intended solely as a convenience and shall not be used as an aid
in construction of any provisions thereof.



	22.	 	NAME.



     This Plan shall be known as the “BioReliance Corporation Employee Stock
Purchase Plan.”



	23.	 	TERM; STOCKHOLDER APPROVAL.



     After this Plan is adopted by the Board, this Plan will become effective
on the day of the first Offering. This Plan shall be submitted to stockholders
of the Company for approval at the 2002 annual meeting of stockholders, in any
manner permitted by applicable corporate law, within twelve (12) months before
or after the date this Plan is adopted by the Board. If the Plan is not so
approved by the stockholders of the Company, the Plan and all rights hereunder
to purchase Shares shall immediately terminate, and all amounts credited to
employee accounts that have not been applied to the purchase of Shares shall be
refunded. This Plan shall continue until the earlier to occur of (a)
termination of this Plan by the Board (which termination may be effected by the
Board at any time), (b) issuance of all of the shares of Common Stock reserved
for issuance under this Plan, or (c) failure of the stockholders of the Company
to approve the Plan in accordance with this Section 23.