Exhibit 10.14


AMENDED AND RESTATED


Quest Diagnostics Incorporated


Employee Long-Term Incentive Plan


(As amended on October 31, 2008)


	
 

	
 


	
1.

	
THE PROGRAM





          a) Purpose. This Amended and Restated Quest Diagnostics Incorporated Employee
Long-Term Incentive Plan (the “Program”) is intended to benefit the
stockholders of Quest Diagnostics Incorporated (the “Company”) by providing a
means to attract, retain and reward individuals who can and do contribute to
the longer term financial success of the Company. Further, the recipients of
stock-based awards under the Program should identify their success with that of
the Company’s stockholders and therefore will be encouraged to increase their
proprietary interest in the Company.


          b) Effective Date. To serve this purpose, the Program will become effective upon
its approval by the holders of stock entitled to vote at the Company’s 2005
Annual Meeting of Stockholders (the “Effective Date”).


	
 

	
 


	
2.

	
ADMINISTRATION





          a) Committee. The Program shall be administered by a Committee, appointed by the
Board of Directors of the Company (the “Board”), which shall consist of no less
than two of its members, all of whom shall not be (or formerly have been)
employees of the Company (the “Committee”); provided, however, that from time
to time the Board may assume, at its sole discretion, administration of the
Program. Except with regard to awards to employees subject to Section 16 of the
Securities Exchange Act of 1934, the Committee may delegate certain responsibilities
and powers to any executive officer or officers selected by it. Any such
delegation may be revoked by the Committee at any time.


          b) Powers and authority. The Committee’s powers and authority include, but are not
limited to: selecting individuals, who are employees of the Company and any
subsidiary of the Company or other entity in which the Company has a
significant equity or other interest as determined by the Committee, to receive
awards; determining the types and terms and conditions of all awards granted,
including performance and other earnout and/or vesting contingencies;
permitting transferability of awards to eligible third parties; interpreting
the Program’s provisions; and administering the Program in a manner that is
consistent with its purpose. The Committee’s decision in carrying out the
Program and its interpretation and construction of any provisions of the
Program or any award granted or agreement or other instrument executed under it
shall be final and binding upon all persons. No members of the Board shall be
liable for any action or determination made in good faith in administering the
Program.


          c) Award Prices. Except for awards made in connection with the assumption of, or
in substitution for, outstanding awards previously granted by an acquired
entity, all awards denominated or made in Shares shall use as the per Share
price the mean between the high and low selling prices of a share of the Common
Stock of the Company (“Share”) on the applicable date as reported in The New
York Times, or if Shares are not traded on such date, the mean between the high
and low selling prices on the next preceding day on which such Shares are
traded; provided, however, that the Committee may in its discretion establish a
higher price as the per Share price; and provided further, however, that where
a “reload” option is issued to an optionee who exercises an option by tendering
(either actually or by attestation) Shares previously owned by the optionee,
then the per Share exercise price of the reload option (which shall be for the
same number of shares tendered for payment) shall be the market price at which
the Shares tendered are valued in accordance with Section 4(b). The applicable
date shall be the day on which the award is granted. Except as provided for in
Section 3(d), the per Share exercise price of any stock option or stock
appreciation right may not be decreased after the grant of the award, and a
stock option or stock appreciation right may not be surrendered as consideration
in exchange for the grant of a new award with a lower per Share exercise price.


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 3.

	
SHARES SUBJECT TO THE PROGRAM AND ADJUSTMENTS





          a) Maximum Shares Available for Delivery. Subject to adjustments under Section
3(d), the maximum number of Shares that may be delivered to participants and
their beneficiaries under the Program shall be equal to (i) 48,000,0001
Shares; (ii) any Shares that were available for future awards under the
Company’s 1996 Employee Equity Participation Program (the “Prior Program”) as
of June 29, 1999; and (iii) any Shares that were represented by awards granted
under the Prior Program of the Company, which are or may be forfeited, which
expire or are canceled without the delivery of Shares or which have or may
result in the forfeiture of Shares back to the Company after June 29, 1999. In
addition, any Shares delivered under the Program or the Prior Program of the
Company which are forfeited back to the Company because of the failure to meet
an award contingency or condition shall again be available for delivery
pursuant to new awards granted under the Program. Any Shares covered by an
award (or portion of an award) granted under the Program or the Prior Program
of the Company, which is forfeited or canceled, expires or is settled in cash,
including the settlement of tax withholding obligations using Shares, shall be
deemed not to have been delivered for purposes of determining the maximum
number of Shares available for delivery under the Program. Likewise, if any
stock option is exercised by tendering Shares, either actually or by
attestation, to the Company as full or partial payment for such exercise under
this Program or the Prior Program of the Company, only the number of Shares
issued net of the Shares tendered shall be deemed delivered for purposes of
determining the maximum number of Shares available for delivery under the
Program. Further, Shares issued under the Program through the settlement,
assumption or substitution of outstanding awards or obligations to grant future
awards as a condition of the Company acquiring another entity shall not reduce
the maximum number of Shares available for delivery under the Program. 


          b) Other Program Limits. Subject to
adjustment under Section 3(d), the following additional maximums are imposed
under the Program. The maximum number of Shares that may be delivered in
conjunction with awards granted pursuant to Section 4(d) on or after the
Effective Date, shall be 7,000,000. The maximum aggregate number of Shares that
may be covered by awards granted to any one individual over the life of the
Program pursuant to Sections 4(b) and 4(c) shall not exceed 6,000,000 Shares.
The aggregate maximum payments that can be made for awards granted to any one
individual pursuant to Section 4(d) on or after the Effective Date shall not
exceed 1,200,000 Shares.


          c) Payment Shares. Subject to the overall limitation on the number of Shares that
may be delivered under the Program, the Committee may, in addition to granting
awards under Section 4, use available Shares as the form of payment for
compensation, grants or rights earned or due under any other compensation plans
or arrangements of the Company.


          d) Adjustments for Corporate Transactions. In the event of any change in the
Shares by reason of any stock split, reverse stock split, stock dividend
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of shares, or any similar change affecting the Shares, (i) the
number and kind of shares which may be delivered under the Program pursuant to
Sections 3(a) and 3(b); (ii) the number and kind of shares subject to
outstanding awards; and (iii) the exercise price of outstanding stock
options and stock appreciation rights 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 right granted to, or
available for, participants in the Program; provided, however, that no such
adjustment shall be required if the Committee determines that such action could
cause an option to fail to satisfy the conditions of an applicable exception
from the requirements of Section 409A of the Internal Revenue Code (“Section
409A”) or otherwise could subject a participant to the additional tax imposed
under Section 409A in respect of an outstanding stock grant. Similar
adjustments may be made in situations where the Company assumes or substitutes
for outstanding awards held by employees and other persons of an entity acquired
by the Company.






1 All Share
 totals included in Section 3 and 4 have been adjusted to reflect the
 two-for-one stock split effective on June 20, 2005.


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4.

	
TYPES OF AWARDS





          a) General. An award may be granted
singularly, in combination with another award(s) or in tandem whereby exercise
or vesting of one award held by a participant cancels another award held by the
participant. Subject to the limitations of Section 2(c), an award may be
granted as an alternative or successor to or replacement of an existing award
under the Program or under any other compensation plan or arrangement of the
Company, including the plan of any entity acquired by the Company. The types of
awards that may be granted under the Program include: 


          b) Stock Option. A stock option
represents a right to purchase a specified number of Shares during a specified
period at a price per Share which is no less than one hundred percent (100%) of
the per Share amount stipulated by Section 2(c). A stock option may be in a
form intended to comply with Section 422 or any other similar provision of the
Internal Revenue Code (the “Code”) or in another form which may or may not
qualify for favorable federal income tax treatment. Each stock option granted
on or after the Effective Date shall expire on the applicable date designated
by the Committee but in no event may such date be more than seven years from
the date the stock option is granted. The Shares covered by a stock option may
be purchased by means of a cash payment or such other means as the Committee
may from time-to-time permit, including (i) tendering (either actually or by
attestation) Shares valued using the market price at the time of exercise, (ii)
authorizing a third party to sell Shares (or a sufficient portion thereof)
acquired upon exercise of a stock option and to remit to the Company a
sufficient portion of the sale proceeds to pay for all the Shares acquired
through such exercise and any tax withholding obligations resulting from such
exercise; or (iii) any combination of the above. It is intended that any such
settlement or deferral shall be implemented in a manner and this Program shall
be interpreted and administered so as to comply with Section 409A of the Code
and any applicable guidance issued thereunder in order to avoid the imposition
of tax to an employee under such Section in respect of any award.


          c) Stock Appreciation Right. A stock
appreciation right is a right to receive a payment in cash, Shares or a
combination, equal to the excess of the aggregate market price at time of
exercise of a specified number of Shares over the aggregate exercise price of
the stock appreciation right being exercised. The longest term a stock
appreciation right granted on or after the Effective Date may be outstanding
shall be seven years. Such exercise price shall be no less than one hundred
percent (100%) of the per Share amount stipulated by Section 2(c).


          d) Stock Award. A stock award is a grant
of Shares or of a right to receive Shares (or their cash equivalent or a
combination of both) in the future. Each stock award shall be earned and vest
over such period and shall be governed by such conditions, restrictions and
contingencies as the Committee shall determine. These may include continuous
service and/or the achievement of performance goals. The performance goals that
may be used by the Committee for such awards granted to persons who may become
subject to Code Section 162(m) shall consist of operating profits (including
EBITDA), net profits, earnings per share, profit returns and margins, revenues,
shareholder return and/or value, stock price, customer service and quality
metrics. Performance goals may be measured solely on a corporate, subsidiary or
business unit basis, or a combination thereof. Further, performance criteria
may reflect absolute entity performance or a relative comparison of entity
performance to the performance of a peer group of entities or other external
measure of the selected performance criteria. Profit, earnings and revenues
used for any performance goal measurement may exclude: gains or losses on
operating asset sales or dispositions; asset write-downs; litigation or claim
judgments or settlements; accruals for historic environmental obligations;
effect of changes in tax law or rate on deferred tax liabilities; accruals for
reorganization and restructuring programs; uninsured catastrophic property
losses; the effect of changes in accounting standards; the cumulative effect of
changes in accounting principles; and any extraordinary non-recurring items as
described in Accounting Principles Board Opinion No. 30 and Statement of
Financial Accounting Standards No. 145 and/or in management’s discussion and
analysis of financial performance appearing in the Company’s annual report to
stockholders for the applicable year.


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5.

	
AWARD SETTLEMENTS AND PAYMENTS





          a) Dividends and Dividend Equivalents. An
award may contain the right to receive dividends or dividend equivalent
payments which may be paid either currently or credited to a participant’s
account. Any such crediting of dividends or dividend equivalents may be subject
to such conditions, restrictions and contingencies as the Committee shall
establish, including the reinvestment of such credited amounts in Share
equivalents.


          b) Payments. Awards may be settled
through cash payments, the delivery of Shares, the granting of awards or
combination thereof as the Committee shall determine. Any award settlement,
including payment deferrals, may be subject to such conditions, restrictions
and contingencies as the Committee shall determine. The Committee may permit or
require the deferral of any award payment, subject to such rules and procedures
as it may establish, which may include provisions for the payment or crediting
of interest, or dividend equivalents, including converting such credits into
deferred Share equivalents.


	
 

	
 


	
6.

	
PROGRAM AMENDMENT AND TERMINATION





          a) Amendments. The Board may amend this Program and the Committee may amend
any outstanding award in such manner as it deems necessary and appropriate to
better achieve the Program’s purpose, provided, however, that (i) except as
provided in Section 3(d) (a) the Share and other award limitations set forth in
Sections 3(a) and 3(b) cannot be increased and (b) the minimum stock option and
stock appreciation right exercise prices set forth in Sections 2(c) and 4(b)
and (c) cannot be changed unless such a plan amendment is properly approved by
the Company’s stockholders, and (ii) no such amendment shall, without a
participant’s consent, materially adversely affect a participant’s rights with
respect to any outstanding award. Notwithstanding the foregoing, no action
taken by the Committee (x) to settle or adjust an outstanding award pursuant to
Section 3(d) or (y) to modify an outstanding award to avoid, in the reasonable,
good faith judgment of the Company, the imposition on any participant of any
tax, interest or penalty under Section 409A of the Code, shall require the
consent of any participant.


          b) Program Suspension and Termination.
The Board may suspend or terminate this Program at any time. However, in no
event may any awards be granted under the Program after the tenth anniversary
of the Effective Date. Any such suspension or termination shall not of itself
impair any outstanding award granted under the Program or the applicable
participant’s rights regarding such award.


	
 

	
 


	
7.

	
MISCELLANEOUS





          a) Assignability. Except by will or by
the laws of descent and distribution and, if permitted by the Committee, as a
gift to a family member or a trust or similar entity for the benefit of one or
more family members, no award granted under the Program shall be assignable or
transferable.


          b) No Individual Rights. No person shall
have any claim or right to be granted an award under the Program. Neither the
Program nor any action taken hereunder shall be construed as giving any
employee or other person any right to continue to be employed by or to perform
services for the Company, any subsidiary or related entity. The right to
terminate the employment of or performance of services by any Program
participant at any time and for any reason is specifically reserved to the
employing entity. 


          c) Unfunded Program. The Program shall be
unfunded and shall not create (or be construed to create) a trust or a separate
fund or funds. The Program shall not establish any fiduciary relationship
between the Company and any participant or beneficiary of a participant. To the
extent any person holds any obligation of the Company by virtue of an award
granted under the Program, such obligation shall merely constitute a general
unsecured liability of the Company and accordingly shall not confer upon such
person any right, title or interest in any assets of the Company.


          d) Use of Proceeds. Any proceeds from the
sale of shares under the Program shall constitute general funds of the Company.


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          e) Other Benefit and Compensation
Programs. Unless otherwise specifically determined by the Committee,
settlements of awards received by participants under the Program shall not be
deemed a part of a participant’s regular, recurring compensation for purposes
of calculating payments or benefits from any Company benefit plan or severance program.
Further, the Company may adopt any other compensation programs, plans or
arrangements as it deems appropriate.


          f) No Fractional Shares. No fractional
Shares shall be issued or delivered pursuant to the Program or any award, and
the Committee shall determine whether cash shall be paid or transferred in lieu
of any fractional Shares, or whether such fractional Shares or any rights
thereto shall be canceled.


          g) Governing Law. The validity,
construction and effect of the Program and any award, agreement or other
instrument issued under it shall be determined in accordance with the laws of
the state of New Jersey without reference to principles of conflict of law.


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