Exhibit 10.1


 


CHARLES RIVER LABORATORIES


Severance Agreement


 


This will set forth our revised agreement regarding your severance.


 


1.             You
will receive one-year of severance pay in exchange for your agreement not to
compete with CRL during the one-year severance period. You will receive this
severance pay even if you find employment during this period,  so long as the employment is not with a
competitor.


 


2.             If
at the end of a year you have not found full-time employment, then CRL will, at
its choosing, either release you from the non-compete or continue your
severance for up to an additional year until you find non-competing employment.


 


3.             “Competitor”
for this purpose means lab animal breeders and ascites producers.


 


4.             This
severance arrangement will apply if you are terminated by CRL for any reason
other than for “cause”. “Cause” will be limited to the commission of a serious
crime, fraud, dishonesty, willful misconduct or total disregard for your
assigned duties.


 


5.             The
outstanding balance of your one-year severance will be payable in a lump-sum to
your spouse, child or other designated family member in the event you die
during the initial year.


 


6.             Your
CRL disability coverage will continue so long as the severance is still in
effect.


 


7.             CRL’s
contributions to your ESLIRP will continue so long as the severance is in
effect.


 


8.             You
will be eligible for EICP for the year in which your termination occurs, on at
least a pro rata allocation basis.


 


If we agree, please sign below, and this will modify the CRL Corporate Officer
Separation Plan as it applies to you.


 


 


	
  /s/ Real H. Renaud

  	
   

  	
  /s/ James C. Foster

  
	
  Real H. Renaud

  	
  James C. Foster

  
	
  Vice President, Worldwide

  	
  President and Chief Operating

  
	
    Production

  	
    Officer

  
	
   

  	
   

  
	
  Dated: January 7, 1992

  	
  Dated: January 20, 1992

  



 

















 


FIRST
AMENDMENT TO SEVERENCE AGREEMENT


 


This First Amendment to Severance Agreement
(the “Amendment”), dated December 15, 2008 (the “Effective
Date”), by and between Charles River Laboratories, Inc., a
Delaware corporation (the “Company”) and Real
H. Renaud (the “Executive”) amends that certain
Severance Agreement dated January 7/20, 1992 by and between the Company
and the Executive (the “Agreement”).  Any
capitalized terms not defined in this Amendment shall have the meaning ascribed
thereto in the Agreement.


 


WHEREAS, in light of Section 409A of the
Code (“Section 409A”) and the regulations thereunder, the Company and the
Executive have determined that the following amendments to the Agreement would
be prudent; and


 


NOW THEREFORE, in consideration of the
premises and the mutual covenants herein contained, the Company and the
Executive hereby agree as follows:


 


1.             The following paragraphs shall be
inserted as new Section 9 of the Agreement:


 


9.             Section 409A.


 


(a)           Notwithstanding
anything to the contrary in this Agreement, if Executive is a “specified
employee” within the meaning of Section 409A and the regulations
thereunder, as determined by the Compensation Committee of the Board as of the
date of Executive’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 Agreement constitute a “deferral of
compensation” within the meaning of Section 409A and cannot be paid or
provided in the manner provided herein without subjecting Executive 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 Executive’s “separation from service” shall be paid or provided to
Executive (or the Executive’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 Executive’s “separation
from service” or (ii) Executive’s death.


 


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


 


(c)           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 Executive cannot affect the amount of reimbursable
expenses (or in-kind benefits) available in a different taxable year.


 


2.               Any provision of
the Agreement not specifically modified by this Amendment shall remain in full
force and effect.


 


3.               The headings and
captions contained herein are for convenience and shall not control or affect
the meaning or construction of any provision hereof.


 


4.               This Amendment may
be executed in counterparts, each of which shall be deemed to be an original
and which together shall constitute one and the same instrument.


 


 


	
   

  	
  CHARLES RIVER LABORATORIES,

       INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James C. Foster

  
	
   

  	
   

  	
  Name:

  	
  James C. Foster

  
	
   

  	
   

  	
  Title:

  	
  Chairman, President and

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  



Agreed and Accepted:


 


 


	
  /s/ Real H. Renaud

  	
   

  
	
   

  	
   

  
	
  Real H. Renaud