Exhibit 10.13




 





 





 


AMENDED AND RESTATED DEFERRED
COMPENSATION PLAN DOCUMENT




 





 


February 8, 2006
(Amended December 2, 2008)


 

















 


ARTICLE 1.
INTRODUCTION


 


Charles River Laboratories hereby establishes
the Charles River Laboratories Deferred Compensation Plan effective as of January 1,
2006. The Company has established the Plan to attract, retain and motivate
certain of its key employees, as well as those of its subsidiaries and
affiliates, by providing them with the opportunity to defer receipt of
compensation and achieve resulting tax efficiencies. The Plan is intended to be
“a plan which is unfunded and is maintained by an employer primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees” within the meaning of sections 201(2), 301(a)(3),
401(a)(1) of ERISA and is also intended to be compliant with the
requirements of Section 409A of the Code. The Plan shall be administered
in a manner consistent with those intents.


 


ARTICLE 2.
DEFINITIONS


 


As used herein, the masculine pronoun shall
include the feminine, and the singular shall include the plural, and the
plural, the singular, and the following terms shall have the following meanings
unless a different meaning is clearly required by the context.


 


“Account” means
a Plan account for a Participant established pursuant to Section 7.1,
which may pass to a Beneficiary pursuant to Article 9.  Each Participant may have more than one
Account.


 


“Annual Interest Equivalent
Factor” means the annual interest rate, declared annually by the
Company, applied to Deferrals allocated to the fixed rate fund in accordance
with Article 6.


 


“Annual Employer
Contribution” means an amount for each Schedule B Participant equal
to 10% of the sum of such Participant’s (i) base salary plus (ii) target
annual bonus or, if lower, actual bonus, in each case in respect of the
applicable year.


 


“Annual Schedule A
Incremental Amount” for any year shall be an amount for each
Schedule A Participant equal to the amount by which the Company would have been
required to increase its actuarial liability (vested Projected Benefit
Obligation) on its balance sheet for such year in respect of such Participant’s
ESLIRP benefit, determined in accordance with GAAP as if the retirement income
portion of the ESLIRP were still in existence. Such calculation shall be
determined using the actuarial assumptions specified by Section 417(e)(3)(A) of
the Code, and in the case of the interest rate specified under subparagraph
(ii)(II) of such section, using such rate established for the month of November of
the year preceding the year to which the liability increase and contribution
relate.


 


“Beneficiary”
means a beneficiary designated in accordance with Article 9.


 


“Bonus Plan”
means the annual incentive program used to determine the bonus amounts payable
to executives of the Company.


 


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“Change of Control”
means any one of the following: (i) the closing of the sale of all or
substantially all of the Company’s assets as an entirety to any person or
related group of persons; (ii) the merger or consolidation of the Company
with or into another corporation or the merger or consolidation of another
corporation with or into the Company or a subsidiary of the Company, in either
case with the effect that immediately after such transaction the outstanding
voting securities of the Company immediately prior to such transaction
represent less than a majority in interest of the total voting power of the
outstanding voting securities of the entity surviving such merger or
consolidation; or (iii) the closing of a transaction pursuant to which
beneficial ownership of more than 50% of the Company’s outstanding Common Stock
(assuming the issuance of Common Stock upon conversion or exercise of all then
exercisable conversion or purchase rights of holders of outstanding convertible
securities, options, warrants, exchange rights and other rights to acquire
Common Stock) is transferred to a single person or entity, or a “group” (within
the meaning of Rule l3d-5(b)(l) under the Securities Exchange Act of
1934) of persons or entities, in a single transaction or a series or related
transactions.  It shall be treated as a
Change in Control hereunder if any of the events described in clauses (i), (ii) or
(iii) occur to Charles River Laboratories Inc., or to International, or to
any other company directly or indirectly controlling either Company at the time
of any such transaction.


 


“Code” means the
Internal Revenue Code of 1986, as amended.


 


“Committee”
means the Compensation Committee of the Board of Directors of the Company, or
any successor committee.


 


“Company” means
International and Charles River Laboratories, Inc., a Delaware corporation
and a wholly owned subsidiary of International, unless otherwise specifically
stated or required by context.


 


“Deferrals”
means compensation credited to a Participant’s Account during a calendar year
as a result of a Participant’s elections pursuant to Section 5.2, plus
Company contributions pursuant to Section 5.3, if any, plus, except where
the context otherwise requires, amounts attributable (i.e., credited notional
interest) to amounts previously deferred.


 


“Distribution Date”
is defined in Section 8.2.


 


“ERISA” means
the Employee Retirement Income Security Act of 1974.


 


“ESLIRP” means
the Executive Supplemental Life Insurance and Retirement Income Plan
established in 1973 and from time to time amended.


 


“401(k) Savings Plan”
means the qualified 401(k) savings plan offered by the Company to employees
meeting the proper age and service requirements.


 


“Initial ESLIRP Conversion
Amount” means, for each Schedule A Participant, the amount
determined by the Company to be the value of the Participant’s ESLIRP accrued
benefit as of the end of the year prior to the year in which such Participant’s
participation in the Plan commenced.


 


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“International”
means Charles River Laboratories International, Inc., a Delaware
corporation.


 


“Measurement Funds”
means the funds selected by the Committee to be used as the measure of
investment return on an Account, or portion thereof, when elected by a
Participant in accordance with Article 6. The fixed rate fund shall be
considered a Measurement Fund for purposes hereof unless specifically otherwise
required by context.


 


 “Participant” means an executive who becomes eligible to
participate in the Plan and who elects to participate in the Plan or is
designated to receive Annual Employer Contributions, in accordance with Article
4.


 


“Plan” means the
Charles River Laboratories Deferred Compensation Plan as set forth herein and
in all subsequent amendments hereto.


 


“Pre-retirement Account”
means an Account the distribution schedule for which is established by the
Participant under Section 8.2 at the time such Account is opened.


 


“Retirement Account”
means an Account the distribution schedule for which is established by the
Participant under Section 8.1(a)(1) or 8.1(a)(2) at the time such
Account is opened.


 


“Schedule A Participant”
means each Participant designated by the Company from time to time as a
Schedule A Participant.


 


“Schedule B Participant”
means each Participant designated by the Company from time to time as a
Schedule B Participant.


 


“Trust” means
any trust established under any Trust Agreement.


 


“Trust Agreement”
means one or more of the trust agreement(s) entered into by the Company,
if any, to hold assets to be used to defray the Company’s expenses of operating
the Plan.


 


“Trustee” means
a Trustee of any Trust.


 


ARTICLE 3.
ADMINISTRATION


 


3.1          Committee.
The Plan shall be administered by the Committee. The Committee shall have full
discretionary authority to interpret the provisions of the Plan and decide all
questions and settle all disputes which may arise in connection with the Plan,
and may establish its own operative and administrative rules and
procedures in connection therewith, provided that any such procedures relating
to claims are consistent with the requirements of section 503 of ERISA and the
regulations thereunder. All interpretations, decisions and determinations made
by the Committee shall be binding on all persons concerned.  No member of the Committee who is a Participant
in the Plan may vote or otherwise participate in any decision or act with
respect to a matter relating solely to himself (or to his Beneficiaries).


 


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3.2          Delegation by Committee.
Except as the Committee may otherwise provide by written resolution, the
Committee’s duties and responsibilities under Section 3 (except for the
duty to establish eligibility criteria under Article 4) shall be delegated to
the Vice President, Human Resources, who may further delegate certain of such
duties and responsibilities to other members of management of the Company. For
purposes of the Plan, any action taken by any such delegate pursuant to such
delegation shall be considered to have been taken by the Committee.  In addition, except as the Committee may
otherwise provide by written resolution, the Committee’s duties and
responsibilities under Section 3 shall be delegated (on a shared basis) to
the Investment Committee of the Company; provided, however, that material
changes to this Plan pursuant to Section 14 will require approval of the
Committee.


 


3.3          Indemnification.
The Company agrees to indemnify and to defend to the fullest possible extent
permitted by law any member of the Committee and any delegate (including any
person who formerly served as a member of the Committee or as a delegate)
against all liabilities, damages, costs and expenses (including attorneys’ fees
and amounts paid in settlement of any claims approved by the Company)
occasioned by any act or omission to act in connection with the Plan, if such
act or omission is in good faith.


 


ARTICLE 4.
SELECTION OF PARTICIPANTS


 


The Committee shall select, or shall
establish the applicable criteria for determining, the employees of the Company
or its subsidiaries or affiliates who are eligible to participate in the Plan.
When an executive has been selected to participate in the Plan, he will be
notified by the Committee and given the opportunity to elect to defer
compensation under the Plan. An executive who makes such an election and/or is
designated as eligible to receive contributions pursuant to Section 5.3 is
hereinafter referred to as a “Participant.”


 


ARTICLE 5.
DEFERRAL OF COMPENSATION


 


5.1          Deferral Opportunity.
From time to time the Committee shall establish the extent to which (if any)
base salary or bonuses under one or more incentive bonus programs may be
deferred under the Plan. Unless otherwise provided by the Committee, the
following table identifies the types of compensation permitted to be deferred
under the Plan with corresponding maximum deferral percentages:


 


	
  Types of Compensation 

  (Net of Employment Taxes)

  	
   

  	
  Maximum
  Deferral

  	
   

  
	
  Annual Salary

  	
   

  	
  50

  	
  %

  
	
  Annual Bonus

  	
   

  	
  100

  	
  %

  
	
  “Sign-on” Bonus

  	
   

  	
  100

  	
  %

  



 


Deferral elections shall apply in all cases
to compensation amounts after reduction thereof for any applicable employment
and withholding taxes.


 


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5.2          Deferral Elections.
For each calendar year, a Participant may irrevocably elect, in accordance with
this Article and Article 8, to defer receipt of all or part of the
compensation designated pursuant to Section 5.1; provided, however, that
unless specifically permitted by the Committee, such deferred amount may not in
aggregate be less than $5,000 for any year. 
A Participant’s election to defer base salary payable in respect of
services provided in any calendar year must be made on or before December 15
of the previous calendar year.  A
Participant’s election to defer an incentive award must be made prior to the
time the amount of the award is granted under the applicable incentive award
program and, in any event, prior to six months from the date the performance
period ends. A Participant’s election to defer a “sign-on” bonus must be made
at the time the amount of the award is determined under the applicable program
and, in any event, prior to commencement of employment.  In the case of a Participant who becomes
employed and eligible for the Plan during the same calendar year, the elections
described in this Article with respect to compensation for services after
the date of election (other than the election relating to “sign-on” bonus) may
be made no later than 30 days following the Participant’s first day of
eligibility.  Notwithstanding any
provision of this paragraph, deferrals under the Plan shall comply with the
requirements of Section 409A as to timing of election, and need not exceed
such requirements of Section 409A.


 


5.3          Company Contributions.
(a) The Committee may from time to time designate any individual then
participating in the ESLIRP as a Schedule A Participant.  For each such Schedule A Participant, the
Company will contribute to an Account established or designated by such
Participant an amount equal to such Participant’s Initial ESLIRP Conversion
Amount.


 


(b)           For each Schedule A Participant, the
Company shall contribute to an Account established or designated by such
Participant in respect of each full year such Participant remains employed by
the Company following such Participant’s designation as a Schedule A
Participant, an amount equal to the Annual Schedule A Incremental Amount.  The company shall make the contribution
annually, no later than March 31st. 
The contribution will be retroactively credited to the Participant’s
Account as if it had been deposited on January 1st of
the contribution year.  From January 1st through the business day immediately preceding
the actual contribution date, such contribution shall be credited on a daily
basis based on the fixed rate fund. 
Thereafter, such contribution shall be credited or debited in accordance
with Section 6.3.


 


(c)           The Committee may from time to time
designate a Participant as a Schedule B Participant.  For each such Schedule B Participant, in
respect of each full year such Participant remains employed by the Company
following such Participant’s designation as a Schedule B Participant, the
Company shall contribute to an Account established or designated by such
Participant the Annual Employer Contribution. 
Each Annual Employer Contribution shall become vested and nonforfeitable
in four equal installments on December 31 (the “Vesting Date”) of each of
the four years following the year in respect of which the Annual Employer
Contribution was made, provided that the Participant remains employed by the
Company on the applicable Vesting Date. All of a Participant’s Annual Employer
Contributions will vest and become nonforfeitable upon (i) a Change in
Control, (ii) the Participant’s death or disability, or (iii) the
attainment by such Participant of age 60 following continuous employment by the
Company until such time.  The company
shall make the contribution annually, no later than March 31st.  The contribution will be retroactively
credited to the Participant’s Account as if it had been deposited on January 1st of the contribution year.  From January 1st through the 


 


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business day immediately
preceding the actual contribution date, such contribution shall be credited on
a daily basis based on the fixed rate fund. 
Thereafter, such contribution shall be credited or debited in accordance
with Section 6.3.


 


(d)           A Participant may irrevocably elect,
in accordance with Article 8, to direct Company Contributions to one or
more Retirement or Pre-retirement Accounts. 
Such direction to and the payment schedule for any Account to which
Company Contributions in respect of services provided in any calendar year are
directed must be established on or before December 15 of the previous
calendar year, to the extent necessary to comply with Section 409A.


 


5.4          Pre-Retirement Life
Insurance Benefit. Executives named in both Schedule A and
Schedule B, if any, are eligible to receive a pre-retirement life insurance
death benefit equal to base annual salary plus target bonus times four (4) less
$50,000 of group coverage.


 


5.5          Change in Control.
(a) In the event that a Schedule A Participant becomes eligible to receive
Severance Payments under such Participant’s Change in Control Agreement, as
defined below, if any, the Company will be obligated to make an additional
contribution to an Account established or designated by such Participant in
accordance with this section.


 


(b)           Such additional contribution shall be
equal to (i) the payment that would have been made under Section 6.4
of the Change in Control Agreement had the Plan not been implemented, minus (ii) the
amount that would have constituted the Participant’s accrued benefit under the
ESLIRP as of the Date of Termination without regard to the additional benefit
provided under clauses (ii) and (iii) of such Section 6.4 of the
Change in Control Agreement, in the case of both clause (i) and clause (ii) above
assuming that the ESLIRP had continued in effect through the Date of
Termination.


 


(c)           Such additional contribution shall be
made promptly following, but not more than 15 days after, the Date of
Termination, and shall be allocated to one or more Measurement Funds, in
accordance with the Schedule A Participant’s then effective elections.


 


(d)           Capitalized terms used in this Section 5.5,
when applied to a Participant, shall have the meanings assigned to them in the
Agreement (or the Amended and Restated Agreement, as applicable) between such
Participant and the Company (the “Change in Control
Agreement”), if any.


 


ARTICLE 6.
INTEREST EQUIVALENT FACTOR & MEASUREMENT FUNDS


 


6.1          (a) Measurement
Funds. The Participant may allocate his or her Deferrals to, or
notionally “invest” them in, one or more Measurement Funds.  The Committee may, in its sole discretion,
discontinue, substitute, add or delete a Measurement Fund at any time.


 


(b)           Annual Interest Equivalent
Factor. The Committee shall determine the annual interest
equivalent factor that will apply to Deferrals allocated to the fixed rate
fund.  The Committee may determine
different interest equivalent factors for Deferrals made in different calendar
years, and except as otherwise provided herein, the Committee may change each
year the interest equivalent factor applicable to the fixed rate fund for
future periods.


 


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6.2          Upon Change of Control.
Following a Change in Control, the annual interest equivalent factors applied
to Deferrals of a Participant shall not be less than the annual interest
equivalent factors applicable to Deferrals of the Participant immediately prior
to the Change of Control.  Further, to
the extent feasible, any Measurement Funds in existence prior to a Change in
Control shall continue to be available after a Change in Control, until
distribution of Accounts in accordance with Section 8.8.


 


6.3          Crediting/Debiting of
Account Balances. In accordance with, and subject to, the rules and
procedures that are established from time to time by the Committee, in its sole
discretion, amounts shall be credited or debited to the balance of any Account
of a Participant in accordance with the following rules:


 


(a)           Allocation to Measurement Funds.  In connection with each deferral election in
accordance with Section 5.2 above and each Company Contribution in
accordance with Schedule 5.3 above, each Participant shall allocate deferred
amounts in all Accounts to one or more Measurement Fund(s) (as described
below) to be used to determine the additional amounts to be credited or debited
to such Account balance (the notional “investment return”) for each period in
which the Participant remains in active participation in the Plan.  On a monthly basis, in accordance with
procedures established from time to time by the Committee, the Participant may
(but is not required to) reallocate any portion of his Account balance(s) to
one or more other Measure Funds.  Any
reallocation made in accordance with the previous sentence shall apply to the
next calendar month and continue thereafter for each subsequent calendar month
in which the Participant participates in the Plan, unless changed in accordance
with the previous sentence.


 


(b)           Allocation Amounts.  Allocations to any Measurement Fund shall be
made in increments of five percentage points (i.e., 5%) of the Account balance.


 


(c)           Crediting or Debiting Method.  The performance of each elected Measurement
Fund (either positive or negative) will be determined by the Committee, in its
sole discretion, based on the published performance of the reference fund.  A Participant’s Account balance(s) shall
be credited or debited on a daily basis based on the performance of each
Measurement Fund selected by the Participant, as though (i) for any
quarter with respect to which a Participant has elected to reallocate his or
her Account balances, a Participant’s Account balance(s) were invested in
the Measurement Fund(s) selected by the Participant, in the percentages in
effect for such calendar quarter, as of the close of business on the first
business day of such calendar quarter, at the closing price on such date; (ii) the
portion of the Account balance(s) that was actually deferred or
contributed during any calendar quarter were invested in the Measurement Fund(s) selected
by the Participant, in the percentages in effect for such calendar quarter, no
later than the close of business on the third business day after the day on
which such amounts are actually deferred from the Participant’s compensation
through reductions in his or her payroll, or otherwise contributed, at the
closing price on such date; and (iii) any distribution made to a
Participant that decreases the balance of any Account of such Participant
ceased being invested in the Measurement Fund(s) no earlier than three
business days prior to the distribution, at the closing price on such
date.  Any contribution to which a
Participant is entitled under Section 5.3(b) or (c) shall be credited to an
Account established or designated by such Participant as of the close of
business on the first business day of the calendar year following the year to
which it relates.  Any contribution to
which a Participant is entitled under Section 5.3(a) shall be credited


 


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to an Account established or
designated by such Participant as promptly as practicable following such
contribution.  If necessary, any such
amount shall be credited with earnings determined by applying the Annual
Interest Equivalent Factor from such date until it is possible to apply the
Measurement Funds selected by the Participant or, if applicable, until such
requirements as may reasonably be imposed by the Company have been satisfied.


 


(d)           No Actual Investment.  Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Measurement Funds are to be
used for reference purposes only, and a Participant’s allocation of his or her
Account balance(s) to any such Measurement Fund, the calculation of
additional amounts and the crediting or debiting of such amounts to a
Participant’s Account balance(s) shall not be considered or construed in
any manner as an actual investment of his or her Account balance(s) in any
such Measurement Fund or any underlying reference portfolio.  In the event that the Company or any Trustee
in its discretion determines to invest funds in any of the Measurement Funds or
underlying reference portfolios, or determines to invest in any other assets,
no Participant shall have any rights in or to such investments. Without
limiting the generality of the foregoing, a Participant’s Account balance(s) shall
at all times be a bookkeeping entry only and shall not represent any investment
made on his behalf by the Company or any Trust; the Participant shall at all
times remain an unsecured creditor of the Company.


 


ARTICLE 7.
PARTICIPANT ACCOUNTS


 


7.1          Establishment of Accounts.
Each Participant shall establish, at the time of his or her initial
participation in the Plan, one or more Accounts reflecting the amounts due the
Participant under the Plan and the Committee shall cause the Company to
establish on its books such Accounts reflecting the Company’s obligation to pay
Participants the amounts due under the Plan.


 


7.2          Adjustments to Accounts.
From time to time the Committee shall adjust each Account of each Participant
to credit (i) amounts which the Participant has elected to defer under Article
5 and direct to such Account, (ii) amounts contributed to the Plan for the
benefit of a Participant pursuant to Section 5.3 and directed by such
Participant to such Account, and (iii) amounts based on the annual
interest equivalent factors for the fixed rate fund and / or gains or losses
based on the applicable allocations in the Measurement Funds, determined under Article
6. Participants’ Account(s) shall also be adjusted to reflect benefit
payments and withdrawals under Article 8 and shall continue to be adjusted
under this Article 7 until the entire amount credited to the respective Account
has been paid to the Participant or his Beneficiary.


 


ARTICLE 8.
DISTRIBUTION OF BENEFITS


 


8.1          Retirement
Accounts.


 


(a)           At the time a Participant elects to
defer compensation pursuant to Section 5.2 or direct the deposit of a contribution
pursuant to Section 5.3, the Participant shall direct the Deferral or
contribution to a Retirement Account and/or a Pre-retirement Account and shall
establish the distribution schedule for such Account if such schedule has not
previously been 


 


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established.  If the Participant chooses to establish a
Retirement Account, the distribution schedule for such Account can be either:


 


(1)           A lump sum:


 


(i)                                     upon termination
of employment (including termination due to retirement); or


 


(ii)                                  at a specified time
following termination of employment, subject to subsection (b) below.


 


(2)  In
up to 20 consecutive annual installments, commencing:


 


(i)                                     immediately upon
termination of employment; or


 


(ii)                                  at a specified time
following termination of employment, subject to subsection (b) below.


 


(b)           Notwithstanding any election made
pursuant to subsection (1)(ii) or (2) above, if the Participant has
not attained age 55 at the time of termination of employment, all amounts will
be distributed in a lump sum immediately following his termination of
employment.


 


(c)           Notwithstanding any
election made pursuant to Section 8.1(a), in the event a Participant’s
Retirement Account is equal to or less than the amount then specified in Section 402(g)(1)(B) of
the Code, or any successor provision thereto, as of the date of termination of
employment, the Participant’s Retirement Account shall be fully distributed in
a lump sum as soon as administratively feasible following termination of
employment.  Any such distribution
pursuant to this section will comply in all respects with any applicable
requirements of Section 409A.


 


8.2          Pre-retirement Accounts.
(a) If at the time of a deferral election in accordance with Section 5
the Participant chooses to establish a Pre-retirement Account, the Participant
shall designate the date or dates on which amounts contained in such Account
shall be distributed.  If multiple
distribution dates are designated for a single Account, (i) such dates
must be the same date in consecutive years, and (ii), the portion of the
Account distributed on such date shall be a fraction which is the reciprocal of
the number of distribution dates remaining at the time of any such
distribution.  For example, if three
dates are selected, 1/3 of the Account shall be distributed on the first such
date, 1/2 of the Account on the second such date, and the entire remaining
Account on the last date.  Each
Pre-retirement Account may have only one distribution schedule, and once established,
such schedule may be changed only in accordance with Section 8.6.


 


(b)           A Participant must be employed at the
time such Pre-retirement election(s) are scheduled to commence.  If a Participant terminates employment prior
to commencement of any elected Pre-retirement distribution(s), at any age, that
Account(s) will be distributed in a lump sum upon termination.  Pre-retirement payments will continue as
elected if a Participant terminates employment after a Pre-retirement
distribution commences.


 


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(c)                                  The
first distribution date selected for a Pre-retirement Account must be not
earlier than three years after the date such amounts would have been paid to
the Participant had no Deferral thereof been made.


 


(d)                                 Payments
and distributions shall be made on or as promptly as practicable after the
respective date(s) designated by the Participant pursuant to this Section 8.2,
but in any event by the end of the calendar year in which such date occurs;
provided, however, that if such date is after October 17, such payment or
distribution will be made in the following calendar year, but not later than 75
days after such date.


 


8.3                               Financial Hardship Distribution. In
the event a Participant suffers an unanticipated emergency due to circumstances
beyond his control that results in a financial hardship, the Participant may
request a distribution of all or any part of any Account. The Committee shall
determine whether such a financial hardship exists and what amount, if any, may
be distributed. In no event shall the aggregate amount of the distribution
exceed either the value of the Participant’s Account(s) or the amount
determined by the Committee to be necessary to alleviate the Participant’s
financial hardship (which hardship amount may include taxes owed because of
such distribution) and that is not reasonably available from other resources of
the Participant.  A distribution of any
amount pursuant to this section that is subject to Section 409A will not
be made unless the financial hardship distribution satisfies the requirements
for distribution on account of “unforeseeable emergency”, within the meaning of
Section 409A.


 


8.4                               Disability.  For purposes of the Plan, a Participant who ceases active
employment because of a disability is considered to remain active under the
Plan, to the extent permitted by Section 409A.  A Participant who has become disabled, within
the meaning of Treasury Reg. Sec. 1.409A-3(i)(4), will receive a distribution
of all portions of any Account that were scheduled to be distributed on termination
of employment six months following the Participant’s date of disability, and
all other amounts will be distributed as scheduled, subject to the provisions
of Section 8.6.


 


8.5                               Tax Withholding. To the extent
required by applicable law, Federal, State, and other taxes shall be withheld
from any distribution.


 


8.6                               Changes
to Distribution Schedules.  A Participant who has elected to receive
payment at a time and in a form described in this Section 8 may change
such election at any time up to 12 months prior to the date on which the
payment was originally scheduled to be made or to commence.  Notwithstanding the foregoing, any election
to change distribution dates cannot result in an acceleration of benefit
payments and any further deferral must be for a period of not less than 5 years
after the initially elected distribution date, in compliance with applicable
requirements of Section 409A of the Code. 
A changed election made within 12 months of the date payment was
originally scheduled to be made or to commence is not valid and has no effect.


 


8.7                               Compliance with Section 409A.
If the implementation of any of the foregoing provisions of the Plan would
subject the Participant to taxes or penalties under Section 409A of the
Code, the implementation of such provision shall be modified to avoid such
taxes and penalties to the maximum extent possible while preserving to the
maximum extent possible the 


 


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benefits
intended to be provided to Participants under the Plan.  Without limiting the generality of the
foregoing, and notwithstanding any provision of the Plan which may be
interpreted to the contrary, any Participant who is treated as a “specified
employee,” for purposes of Section 409A, cannot receive or commence
receiving payment within six months of his or her termination of employment, to
the extent such delay is required by Section 409A and regulations
promulgated thereunder.


 


8.8                               Change in Control. Upon a Change in
Control, all Accounts shall be distributed to Participants; provided that, to
the extent required by Section 409A, such transaction also constitutes a
change in the ownership or effective control of, or in the ownership of a
substantial portion of the assets of, the Company, within the meaning of Section 409A.
Such distributions shall be made not earlier than January 1 and not later
than January 31 of the calendar year following the year in which the
Change in Control occurred.


 


ARTICLE 9.
BENEFICIARY BENEFITS


 


In accordance with forms and procedures
established by the Committee, a Participant may designate a Beneficiary to
receive the remaining balance of his Account(s) upon his death, and may
change such designated Beneficiary from time to time. Payments to a Beneficiary
under this Article 9 shall be made in accordance with the distribution
schedules established by the Participant for his or her Account(s).  Notwithstanding the preceding sentence, if a
Beneficiary survives the Participant but dies before the Participant’s entire
Account has been distributed, the remaining balance(s) of all of the
Participant’s Account(s) shall be distributed in a lump sum to the
Beneficiary’s estate as soon as practicable following receipt of notice of the
Beneficiary’s death. If no Beneficiary is designated (or if a designated
Beneficiary does not survive the Participant), the balance credited to the
Participant’s Account(s) shall be paid to the Participant’s estate in a
lump sum as soon as practicable following receipt of notice of the
Participant’s death.


 


ARTICLE 10. NATURE
OF CLAIM FOR PAYMENTS


 


(a)                                  Except
as may be provided herein, the Company shall not be required to set aside or
segregate any assets of any kind to meet its obligations hereunder. A
Participant shall have no right on account of the Plan in or to any specific
assets of the Company or to any assets of any Trust. Any right to any payment
the Participant may have on account of the Plan shall be solely that of a
general, unsecured creditor of the Company.


 


(b)                                 To
assist in meeting its obligations under the Plan, the Company may establish or
designate a Trust, of which the Company is treated as the owner under Subpart E
of Subchapter J, Chapter I of the Code, and may deposit funds with the Trustee
of the Trust.


 


(c)                                  In
all events, the Company shall remain ultimately liable for the benefits payable
under this Plan, and to the extent the assets at the disposal of the Trustee
are insufficient to enable the Trustee to satisfy all benefits, the Company
shall pay all such benefits necessary to meet its obligations under this Plan.


 


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(d)                                 The
obligations of the Company hereunder shall be binding upon its successors and
assigns, whether by merger, consolidation or acquisition of all or
substantially all of its business or assets.


 


(e)                                  In
the event that, following a Change in Control, any dispute arises as to a
Participant’s entitlements under the Plan, the Participant shall be entitled to
reimbursement, as incurred, of legal expenses incurred by the Participant in
enforcing his or her rights hereunder, unless the claim(s) made by such
Participant is determined by a court or arbitrator of appropriate jurisdiction
to be or have been manifestly without merit.


 


ARTICLE 11.
ASSIGNMENT OR ALIENATION


 


11.1                        Prohibition on Assignment. The
interest hereunder of any Participant or Beneficiary shall not be alienable by
the Participant or Beneficiary by assignment or any other method and will not
be subject to be taken by his creditors by any process whatsoever, and any
attempt to cause such interest to be so subjected shall not be recognized.


 


11.2                        Domestic
Relations Orders.


 


(a)                                  All
or a portion of a Participant’s benefit under the Plan may be paid to another
person as specified in a “Qualified Domestic Relations Order.”  For this purpose, a “Qualified Domestic
Relations Order” means a judgment, decree, or order (including the approval of
a settlement agreement) which is:


 


(i)            issued pursuant to a State’s
domestic relations law;


 


(ii)           relates to the provision of child
support, alimony payments or marital property rights to a spouse, former
spouse, child or other dependent of the Participant;


 


(iii)          creates or recognizes the right of a
spouse, former spouse, child or other dependent of the Participant to receive
all or a portion of the Participant’s benefits under the Plan;


 


(iv)          provides for payment in an immediate
lump sum as soon as practicable after the Committee determines that a Qualified
Domestic Relations Order exists; and


 


(v)           meets such other requirements
established by the Committee.


 


(b)                                 The
Committee shall determine whether any document received by it is a Qualified
Domestic Relations Order.  In making this
determination, the Committee may consider:


 


(i)            the rules applicable to
“domestic relations orders” under section 414(p) of the Internal Revenue
Code of 1986 and section 206(d) of ERISA;


 


(ii)           the procedures used under the 401(k) Savings
Plan to determine the qualified status of domestic relations orders; and


 


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(iii)          such other rules and procedures
as it deems relevant.


 


ARTICLE 12. NO
CONTRACT OF EMPLOYMENT


 


The Plan shall not be deemed to constitute a
contract of employment between the Company and any Participant, or to be
consideration for the employment of any Participant.


 


ARTICLE 13.
AMENDMENT OR TERMINATION OF PLAN


 


The Plan may be altered, amended, revoked or
terminated in writing by the Committee or the Company in any manner and at any
time; provided, however, that (i) no amendment or action of the Committee
may have the effect of reducing the vested balance of any Account of a
Participant at the time of such amendment or action without the consent of the
affected Participant, (ii) following a Change in Control, (A) no such
alteration, amendment, revocation or termination shall reduce the amount of a
Participant’s Account or his rights to such Account as determined under the
provisions of the Plan in effect immediately prior to such Change in Control
(including without limitation any right to contributions under Section 5.3),
or otherwise adversely affect the Participant’s benefits under the Plan,
without the written consent of the affected Participant and (B) the
provisions of Sections 5.5, 6.2 and this Article 13 may not be
amended.  Any such amendment, modification,
revocation or termination shall comply with Section 409A.


 


ARTICLE 14. CLAIMS REVIEW PROCEDURE


 


14.1                        Notice. The Committee shall notify
Participants and, where appropriate, Beneficiaries, of their right to claim
benefits under the claims procedures, and may, if appropriate, make forms
available for filing of such claims, and shall provide the name of the person
or persons with whom such claims should be filed.


 


14.2                        Procedure. The Committee shall
establish procedures for action upon claims initially made and the
communication of a decision to the claimant promptly and, in any event, not
later than 90 days after the claim is received by the Committee, unless special
circumstances require an extension of time for processing the claim.  If an extension is required, notice of the
extension shall be furnished to the claimant prior to the end of the initial 90
day period, which notice shall indicate the reasons for the extension and the
expected decision date.  The extension
shall not exceed 90 days.  The claim may
be deemed by the claimant to have been denied for purposes of further review
described below in the event a decision is not furnished to the claimant within
the period described in the three preceding sentences.  Every claim for benefits which is denied
shall be denied by written notice setting forth in a manner calculated to be
understood by the claimant (i) the specific reason or reasons for the
denial, (ii) specific reference to any provisions of the Plan on which
denial is based, (iii) description of any additional material or
information necessary for the claimant to perfect his claim with an explanation
of why such material or information is necessary, and (iv) an explanation
of the procedure for further reviewing the denial of the claim under the Plan,
including a statement of the right of the claimant to bring an action under Section 502(a)(3) of
ERISA following an adverse benefit determination on review.


 


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14.3                        Review. (a) The Committee shall
establish a procedure for review of claim denials, such review to be undertaken
by the Committee. The review given after denial of any claim shall be a full
and fair review with the claimant or his duly authorized representative having
60 days after receipt of denial of his claim to request such review, the right
to review all pertinent documents and the right to submit documents, records,
issues, comments and other information in writing, all of which shall be taken
into account regardless of whether it was submitted in the initial benefit
determination.  The claimant shall be
provided upon request and at no charge, reasonable access to, and copies of,
all documents, records and other information relevant to the claimant’s claim
for benefits.


 


(b)                                 The
Committee shall establish a procedure for issuance of a decision by the
Committee not later than 60 days after receipt of a request for review from a
claimant unless special circumstances, such as the need to hold a hearing,
require a longer period of time, in which case a decision shall be rendered as
soon as possible but not later than 120 days after receipt of the claimant’s
request for review.  The decision on
review shall be in writing and shall include specific reasons for the decision
written in a manner calculated to be understood by the claimant with specific
reference to any provisions of the Plan on which the decision is based, a
statement that the claimant is entitled upon request and at no charge
reasonable access to, and copies of, all documents, records and other
information relevant to the claimant’s claim for benefits, and a statement of
the right of the claimant to bring an action under Section 502(a)(1)(B) of
ERISA.


 


ARTICLE 15. GOVERNING LAW


 


This Plan shall be governed and construed in
accordance with the laws of the State of Massachusetts, to the extent such laws
are not preempted by federal law.


 


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IN WITNESS WHEREOF, this Plan has been
adopted by the Compensation Committee of the Board of Directors of Charles
River Laboratories, Inc., on February 8, 2006, and amended on December 2,
2008 and is executed by a duly authorized officer of Charles River Laboratories, Inc.


 


 


	
   

  	
  Charles River Laboratories, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ James C. Foster

  
	
   

  	
   

  
	
   

  	
  By:

  	
    James C. Foster

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
    President and Chief Executive Officer

  



 


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