Exhibit 10.2


 


1999
CHARLES RIVER CORPORATE OFFICER SEPARATION PLAN


(Last Revised on December 2,
2008)


 


1.0           Background


 


1.1           Purpose:


The purpose of the
Charles River Corporate Officer Separation Plan is to establish an equitable
measure of compensation for a corporate officer of Charles River Laboratories, Inc.
(the “Company”) who has been terminated.


 


1.2           Eligibility:


Eligible employees under
this Plan are corporate officers at the vice president level and above of the
Company whose employment as a corporate officer is terminated for reasons other
than cause, voluntary resignation, disability, early or normal retirement, or
death and who have not been offered a comparable position within the Company.


 


2.0           Definitions


 


2.1           Termination
for Cause:


A termination of
employment status for fraud, violence, theft, gross misconduct, discrimination,
harassment or actions which create legal liabilities for the Company or actions
of malicious intent which directly compromise the individual’s
role/accountabilities.


 


2.2           Comparable
Position:


A comparable position is defined as a position having
the same salary grade as the corporate officer’s current position in the same
geographical area with comparable salary, employee benefits perquisites, and
status .


 


2.3           Separation
Date:


The last day of full time
active employment.


 


2.4           Termination
Date:


The termination date will
be the later of the separation date or the last day as a severed employee
receiving benefits, in the event the officer elects to receive cycle payments;
provided that the foregoing shall be subject to Section 5.1 hereof as it
relates to the rights under any of the Company’s stock option plans then in
effect.


 

















 


3.0           Severance
Pay


 


3.1           Maximum
Severance Pay Allowance:


A corporate officer shall
be entitled to a severance pay allowance equal to twenty-four (24) months of
the corporate officer’s base pay plus an amount equal to the accrued vacation
pay payable to the corporate officer as of the separation date.


 


3.2           Method
of Payment:


The Company shall make
payments to the corporate officer based upon normal payroll procedures..


 


4.0           Incentive
Compensation


 


4.1           Executive
Incentive Compensation Plan:


Participants whose
separation date is after June 30 in any plan year, will receive a pro rata
bonus based on the period of active employment on the date that such bonuses
are paid to all other active eligible employees.


 


5.0           Stock
Incentive Plan


 


5.1           Pursuant
to Stock Incentive Plans:


a)     A corporate officer who is
terminated will have 90 days from the termination date in which to exercise
vested stock options which were granted to the corporate officer.  Only options which have vested on or before
the separation date may be exercised.


b)    On or after the separation
date an eligible corporate officer will not be eligible for any loans in
connection with the exercise of vested options.


c)     A corporate officer who is
terminated has ownership rights to restricted stock to the extent it was vested
at the separation date.


 


6.0           Outplacement Services


 


6.1           The Company will assist
the corporate officer in the search for new employment by paying professional
fees for the services incurred in the normal course of a job search of an
outplacement organization in a total amount not to exceed 15% of the officer’s
annualized pay (base pay and prior year bonus actually paid) at the time of
termination.  All such fees and expenses
must be incurred within one year from the Separation Date to be reimbursed.


 


2

















 


7.0           Financial Perquisites


 


7.1           The following
perquisites will be continued as set forth below for those officers who elect
cycled severance:


 


7.2           Company
Car:


The officer’s car may be
purchased by the executive on or before the termination date, at the officer’s
election, at a price to be determined by reference to the Company’s Automobile
Policy, as then in effect.  If not
purchased, the car must be returned to the Company on the termination
date.  The purchase price will be
deducted from the severance payments if the executive has failed to make
arrangements to return or purchase the vehicle on or before the termination
date.


 


7.3           Other
Perquisites:


The Company shall
reimburse the Officer for other standard perquisites through the termination
date, based on those that were made available to the officer as of the
Separation Date, consistent with past practices.


 


8.0           Benefits/Perquisites


 


Health, Life Insurance, Retirement Income, and Savings
Plus Plan:


 


Health, Life Insurance, Retirement Income, and Savings
Plus Plan Benefits shall continue during the period of severance with benefits,
and cease on the termination date, subject to the officer’s election under
COBRA.


 


Benefits under the Long-Term and Short-Term Disability
Plans shall cease on the separation date. 
There are no conversion privileges.


 


9.0           Non-Compete
Agreement


 


9.1           In addition, in order
to be eligible for benefits under the Plan, the corporate officer must execute
an agreement not to compete with or solicit employees from the Company for a
period of two (2) years in the following form:


 


In consideration of the benefits to be provided to you
and as part of your fiduciary obligations to the Company, you agree that for a
period of two (2) years from the Separation Date you will not, directly or
indirectly:


 


(a) Compete with any business of the Company engaged in or under
active development by the Company or any of its subsidiaries.  For the purpose of this Agreement, the phrase
“compete” shall include serving as an employee, an officer, 


 


3

















 


a director, an owner, a partner or a 5% or more shareholder of any
business or otherwise engaging in or assisting another to engage in any
business.  Without limiting the
foregoing, the Company shall consider, on an as requested basis, modifications
to your restrictions on competition where management of the Company believes
the competitive impact on the Company to be minimal or otherwise manageable; or


 


(b) Directly or indirectly solicit or hire any
employee of the Company or any of its subsidiaries to work for or on behalf of
you or any business in which you serve as an employee, an officer, a director,
an owner, a partner or a 5% or more shareholder.


 


10.0         Section 409A.


 


10.1         Notwithstanding
anything to the contrary in this Plan if the corporate officer is a “specified
employee” within the meaning of Section 409A of the Internal Revenue Code
(“Section 409A”) and the regulations thereunder, as determined by the
Compensation Committee of the Board of Directors of the Company as of the date
of corporate officer’s “separation from service” as defined in Treasury
Regulation Section 1.409A-1(h) (or any successor regulation) and if
any payments or entitlements provided for in this Plan constitute a “deferral
of compensation” within the meaning of Section 409A and cannot be paid or
provided in the manner provided herein without subjecting the corporate officer
to additional tax, interest or penalties under Section 409A, then any such
payment and/or entitlement which is payable during the first six months
following the corporate officer’s “separation from service” shall be paid or
provided to Corporate officer (or the corporate officer’s estate, if
applicable) in a lump sum (together with interest on the deferred payment or
payments at a per annum rate equal to the GATT Rate (i.e. the 30-year Treasury
bond interest rate) on the date of such “separation from service”) on the
earlier of (i) the first business day immediately following the six-month
anniversary of the corporate officer’s “separation from service” or (ii) the
corporate officer’s death.


 


10.2         Any
payments or benefits due hereunder upon a termination of the corporate officer’s
employment which are a “deferral of compensation” within the meaning of Section 409A
shall only be payable or provided to the corporate officer (or his or her
estate) upon a “separation from service” as defined in Section 409A.


 


10.3         With
respect to any benefits hereunder that constitute a “reimbursement plan” for
purposes of Section 409A, (i) the reimbursement payment be made by no
later than the end of the calendar year following the year in which the expense
is incurred and (ii) the amount of reimbursable expenses incurred (or
in-kind benefits available) in one taxable year of the corporate officer cannot
affect the amount of reimbursable expenses (or in-kind benefits) available in a
different taxable year.


 


4

















 


11.0         Administration of the Plan


 


11.1         Preparation
of Severance Package:


The Company’s corporate
Human Resources Department is responsible for the preparation of the executive
severance package in accordance with this Plan.


 


11.2         Other
Policies and Plans:


This Plan
supersedes the Officer Separation Plan of May 16, 1991.


 


 


	
   

  	
  CHARLES RIVER
  LABORATORIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James C. Foster

  
	
   

  	
   

  	
        James
  C. Foster

  
	
   

  	
   

  	
        Chairman,
  President & CEO

  
	
   

  	
   

  
	
   

  	
  Effective Date:  December 2,
  2008

  



 


5