**Exhibit10.1**

**COVANCE INC.**

**2007 EMPLOYEE EQUITYPARTICIPATION PLAN**

**(asamended March 23, 2007)**

**1.****                                      PURPOSE**

The Covance Inc. 2007Employee Equity Participation Plan (the “Plan”) is intended to (i) encourageexecutive, managerial, technical and other Employees of Covance Inc. (the “Corporation”)or a Subsidiary (as defined below) to become owners of stock of the Corporationin order to increase their proprietary interest in the Corporation’s success;(ii) to stimulate the efforts of certain key executive, managerial, technicaland other Employees by giving suitable recognition to services which contributematerially to the Corporation’s success; and (iii) to provide such Employeeswith additional incentive and reward opportunity.

**2.****                                      EFFECTIVEDATE AND DURATION OF PLAN**

The Plan shall becomeeffective upon its approval by the stockholders of the Corporation. Unlesspreviously terminated by the Corporation’s Board of Directors (the “Board”),the Plan shall have a term of ten years.

# **3.****                                      DEFINITIONS**

(a)  “1934 Act” means the Securities and ExchangeAct of 1934, as amended, including the rules and regulations promulgatedthereunder.

(b)  “Award” means a stock option, SAR (as definedbelow), stock award (as defined below), any other award made pursuant to theterms of the Plan, or any combination of them, as described in and grantedunder the Plan.

(c)  “Award Agreement” is defined in Section 13hereof.

(d)  “Change of Control” is defined in Section12(b).

(e)  “Code” means the Internal Revenue Code of1986, as amended, including any rules and regulations promulgated thereunder orany successor body of laws, rules and regulations.

(f)  “Committee” means theCompensation and Organization Committee of the Board of Directors or such othercommittee as is appointed by the Board to administer the Plan.

(g)  “Employee” means an employee or a consultantof the Corporation or a Subsidiary.

(h)  “Fair Market Value” means the closing sellingprice of the Shares on the New York Stock Exchange Composite Tape on thevaluation date, or, if there were no sales on the valuation date, the averageof the closing selling prices on the New York Stock Exchange Composite Tape onthe first trading day before and the first trading day after the valuationdate.

(i)  “Grant Price” is defined in Section 9 hereof.

(j)  “ISO” means an incentive stock option asdefined in Section 422 of the Code.

(k)  “Non-Statutory Option” means an option thatis not an ISO.

(l)  “Participant” means an Employee who has beengranted an Award under the Plan.

(m)  “Prior Plan” means the Covance Inc. 2002Employee Equity Participation Plan.

(n)  “SAR” means a stock appreciation right.

(o)  “Shares” means the common stock of theCorporation, par value $0.01 per share.

(p)  “Stock Award” means an award other than astock option or SAR.

(q)  “Subsidiary” means an entity that is directlyor indirectly controlled by the Corporation or any entity, including anacquired entity, in which the Corporation has a significant equity interest, asdetermined by the Committee.

(r)  “Treasury Shares” means authorized andissued, but not outstanding, Shares.

**4.****                                      PLANADMINISTRATION**

(a)  The Committee shall be responsible foradministering the Plan. The Committee shall be comprised of two or morenon-employee members of the Board each of whom is a “Non-Employee Director”within the meaning of Rule 16b-3 under the 1934 Act and an “outside director”within the meaning of Section 162(m) of the Code.

(b)  The Committee shall have full and exclusivepower to interpret the Plan and to adopt such rules, regulations, andguidelines for carrying out the Plan as it may deem necessary or proper, all ofwhich power shall be executed in the best interests of the Corporation and inkeeping with the provisions and objectives of the Plan.  This power includes, but is not limited to(i) selecting Award recipients and the extent of their participation; (ii)establishing all Award terms and conditions; (iii) adopting procedures andregulations governing Awards; and (iv) making all other determinationsnecessary or advisable for the administration of the Plan. All decisions madeby the Committee shall be final, binding and conclusive on all personsinterested in the Plan or any Awards.

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The Committee maydelegate from time to time during the term of the Plan to one or more executiveofficers or directors of the Corporation the authority to carry out some or allof its responsibilities provided that the Committee may not delegate itsauthority and powers in any way which would be inconsistent with therequirements of the Code or the 1934 Act. The Committee may at any time rescind the authority delegated to anysuch executive officer or director.

To the extent consistentwith the Corporation’s Amended and Restated Certificate of Incorporation, nomember of the Committee shall be liable for any action or determination withrespect to the Plan, and the members shall be entitled to indemnification andreimbursement in the manner provided in the Corporation’s Restated Certificateof Incorporation, as amended, modified or supplemented from time to time.  In the performance of its functions under thePlan, the Committee shall be entitled to rely upon information and advicefurnished by the Corporation’s officers, accountants, counsel and any otherparty the Committee deems necessary, and no member of the Committee shall beliable for any action taken or not taken in reliance upon any such advice.

(c) The Committee may,from time to time, alter or amend, and the Board of Directors may terminate,the Plan as it shall deem advisable, subject to any requirement for shareholderapproval imposed by applicable law or securities exchange listingrequirements.  However, the Committee andBoard may not, without the approval of the Corporation’s shareholders, amendthe Plan to increase the number of Shares that may be issued under the Plan(except for adjustments pursuant to Section 6 hereof), or authorize theamendment of any outstanding stock option or SAR to reduce the Grant Pricespecified by Section 9(a) hereof. Furthermore, no stock option or SAR will becancelled and replaced with awards having a lower Grant Price without furtherapproval of the shareholders of the Company. This Section 4(c) is intendedto prohibit the repricing of stock options and SARs and will not be construedto prohibit the adjustments provided for in Section 7 of this Plan.

(d) The termination ofthe Plan, either pursuant to Section 2, Section 4(c) or otherwise, shall notcause any previously granted Awards to terminate. After the termination of thePlan, any previously granted Awards shall remain in effect and shall continueto be governed by the terms of the Plan, the Awards, and any applicable AwardAgreements.

**5.****                                   PARTICIPATION**

The individuals who shallbe eligible to receive Awards under the Plan shall be Employees (includingofficers who are directors) as the Committee or one or more executive officersor directors, in accordance with Section 4(b) hereof shall approve from time totime. Designation of a participant in any year shall not require the Committeeto designate that person to receive a benefit in any other year or to receivethe same type or amount of benefit as granted to the participant in any otheryear or as granted to any other participant in any year. The Committee shallconsider all factors that it deems relevant in selecting participants and indetermining the type and amount of their respective benefits.

**6.****                                      LIMITATIONON NUMBER OF SHARES**

(a)  Subject to the provisions of this Section 6and Section 7 hereof, up to 1,600,000 Shares may be issued under the Plan.  The stock subject to the provisions of thisPlan shall be shares of authorized but unissued Shares and Treasury Shares.

(b)  In addition to the Shares authorized bySection 6(a) hereof, the following Shares may be issued under the Plan:  (i)  Sharesthat were available for issuance under the Prior Plan but were not issued orsubject to options granted under the Prior Plan, (ii)  Shares that are forfeited under the PriorPlan and Shares that are not issued under the Prior Plan because of the cancellation,termination or expiration of awards, and/or other similar events under thePrior Plan, and (iii)  Shares that areissued under the Plan which are subsequently forfeited in accordance with theterms of the Award or an Award Agreement or shares that are not issued becauseof the cancellation, termination, or expiration of Awards and/or similar eventsunder the Plan.

(c)  Subject to the adjustment provisions setforth herein, not more than 1,600,000 Shares shall be issued under Awards otherthan stock options and SARs.  In additionto the forgoing the shares available for issuance as Awards other than stockoptions and SARs under the Prior Plan but not so issued may be issuedhereunder.  There shall be no net sharecounting of stock settled SARs under this Plan.

(d)  Subject to the foregoing provisions of thisSection 6, if an Award may be paid only in Shares or in either cash or Shares,the Shares shall be deemed to be issued hereunder only when and to the extentthat payment is actually made in Shares. However, the Committee may, in its discretion, authorize a cash paymentunder an Award in lieu of Shares.

(e)  Subject to the adjustment provisions setforth herein, an individual Participant may not receive Awards with respect tomore than 25% of the number of Shares specified in Section 6(a) hereof over theterm of the Plan.

**7.****                                      ADJUSTMENTPROVISIONS**

Inthe event that any dividend or other distribution (whether in the form ofShares, other securities, or other property), extraordinary cash dividend, recapitalization,stock split, reverse stock split, reorganization, merger, consolidation,split-up, spin-off, combination, repurchase, or exchange of Shares or othersecurities, the exercisability of stock purchase rights received under anyshareholders’ rights plan, the issuance of warrants or other rights to purchaseShares or other securities, or other similar corporate transaction or eventmaterially affects the Shares with respect to which Awards have been or may beissued under the Plan, then the Committee shall, in a manner and to the extentthat the Committee deems appropriate to prevent any dilution or enlargement ofthe benefits or potential benefits intended to be made available under thePlan:

(a)  adjust the number and type of securities thatthereafter may be issued under the Plan,

(b)  adjust the number and type of securitiessubject to outstanding Awards,

(c)   adjust the Grant Price or purchase pricewith respect to any Award, or

(d)   make provision for a cash payment to theholder of an outstanding Award; provided, however, that in no event shall acash payment be made for any Option or SAR which has an exercise or grant pricethat is below the current Fair Market Value of the Common Stock.

However,no adjustment shall be authorized with respect to incentive stock options tothe extent that the adjustment would cause the options to violate Section422(b) of the Code or any successor provision. In addition, the number ofsecurities subject to any Award denominated in Shares shall always be a wholenumber.

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Inthe event the Corporation acquires another entity by means of a merger,consolidation, acquisition of property or stock, reorganization or otherwise,the Committee shall be authorized to cause the Corporation to issue or toassume stock options or stock appreciation rights, whether or not in atransaction to which Section 424(a) of the Code applies, by means ofsubstitution of new options or rights for previously issued options or rightsor an assumption of previously issued options or rights. Any substitute Awardsgranted under the Plan shall not count against the share limitations set forthin Section 6 hereof, to the extent permitted by Section 303A.08 of theCorporate Governance Standards of the New York Stock Exchange.

Subjectto any required action by the Corporation’s shareholders, if the Corporation isa party to any merger or consolidation where the Corporation is not thesurvivor, a Participant holding an outstanding Award valued directly orindirectly by Shares shall be entitled to receive, upon the exercise of theAward, the same per Share consideration (cash, shares or other consideration)on the same terms that a holder of the same number of Shares that are subjectto the Participant’s Award would be entitled to receive pursuant to the mergeror consolidation.

**8.****                                      TERMINATIONOF GRANTS UNDER THE PRIOR PLAN**

Effective upon theapproval of this Plan by the Corporation’s shareholders, no further grants ofoptions, rights, units or other awards are or will be permitted under the PriorPlan. All grants and awards under the Prior Plan that remain outstanding afterthe approval of this Plan by the Corporation’s shareholders shall beadministered and paid in accordance with the provisions of the Prior Plan; provided,however, that the shares related to such grants and awards which havenot been issued prior to this Plan’s approval by the Corporation’s shareholdersshall be issuable under this Plan in accordance with Section 9(e) hereof.

**9.****                                      AWARDSUNDER THE PLAN**

The following types ofAwards may be granted under this Plan, singly, or in combination as theCommittee may determine from time to time:

(a)  Stock Options - A stock option shallrepresent a right to purchase a specified number of Shares at a stated exerciseprice (the “Grant Price”) during a specified time, not to exceed ten years fromthe date of grant, as determined by the Committee.  The Grant Price per Share for each stockoption shall not be less than 100% of the Fair Market Value on the date ofgrant.  A stock option may be in the formof an ISO or a Non-Statutory Option which in each case is consistent with theapplicable terms, conditions, and limitations established by the Committee.Upon satisfaction of the applicable conditions to exercisability specified inthe terms and conditions of the Award Agreement, the Participant shall beentitled to exercise the option in whole or in part and to receive, uponsatisfaction or payment of the Grant Price in the manner contemplated in thisSection 9(a), the number of Shares in respect of which the option shall havebeen exercised.

The Shares covered by astock option may be purchased by methods permitted by the Committee, including:(i) a cash payment; (ii) tendering Shares owned by the Participant, valued atthe Fair Market Value at the date of exercise; (iii) to the extent permitted byapplicable law, authorizing the Corporation to sell the Shares (or a sufficientportion thereof) acquired upon exercise of a stock option, and assigning to theCorporation a sufficient amount of the sale proceeds to pay for all the Sharesacquired through such exercise and any tax withholding obligations resultingfrom such exercise, or (iv) such other methods as the Committee, in itsdiscretion, deems appropriate.

The Committee may not (i) grant additional stock options under the Planto a Participant contingent upon the surrender of Shares owned by theParticipant in payment of the Grant Price of a stock option granted under thePlan, or (ii) change or amend the exercise price of any stock options.

(b)  SARs – An SAR shall represent a right toreceive a payment in cash, Shares, or a combination thereof as determined bythe Committee, equal to the excess of the Fair Market Value of a specifiednumber of Shares on the date the SAR is exercised over an amount which shall beno less than the Fair Market Value on the date the SAR was granted as set forthin the applicable Award Agreement. SARs issued hereunder shall not have a termin excess of ten years.

(c)  Other Stock Awards – A Stock Award shallrepresent an Award made in Shares or denominated in units equivalent in valueto Shares or any other Award based on or related to Shares.  All or part of any Stock Award may be subjectto conditions and restrictions established by the Committee, and set forth inthe applicable Award Agreement, which may include, but are not limited to,continuous service with the Corporation or a Subsidiary and/or the achievementof Corporation or individual performance goals. No more than five percent of the shares available for grant hereunder asAwards other than stock options and SARs may be issued as restricted stockother than (i) performance based restricted stock with less than one yearvesting, or (ii) restricted stock with a vesting term of less than three yearpro rata vesting.  The performancecriteria that shall be used by the Committee in granting Stock Awardscontingent on performance goals for officers to whom 162(m) of the Code isapplicable shall consist of stock price, earnings level, and return on equityor such other criteria that shall satisfy the requirements of Section 162(m) orany successor provision.

(d)  Dividends – The Committee may provide thatAwards under Section 9(c) of the Plan earn dividends or dividend equivalents.Such dividends or dividend equivalents may be paid currently or may be creditedto a participant’s account. Any crediting of dividends or dividend equivalentsmay be subject to such restrictions and conditions as the Committee mayestablish, including reinvestment in additional Shares or Share equivalents.

(e)  Prior Plan Awards – Awards which, pursuant totheir terms, would have been made under the Prior Plan but were not done soprior to the approval of this Plan by the Corporation’s shareholders, such as “reload”options and additional performance shares earned under restricted stockagreements, shall be issued under the Plan in accordance with the terms of thePrior Plan.

**10.****                               PAYMENTSAND PAYMENT DEFERRALS**

Payment of Awards may bein the form of cash, Shares, other Awards, or combinations thereof as theCommittee shall determine, and with such restrictions as it may impose.  The Committee also may require or permitparticipants to elect to defer the receipt or issuance of Shares from stockoptions or Stock Awards or the settlement of Awards in cash under such rulesand procedures as it may establish under the Plan.  It also may provide that deferred settlementsof Awards include the payment or crediting of earnings on deferred amounts, orthe payment or crediting of dividend equivalents where the deferred amounts aredenominated in Share equivalents.  Inaddition, the Committee may stipulate in an Award Agreement, either at the timeof grant or by subsequent amendment to such Award Agreement, that a payment orportion of a payment of an Award be delayed in the event that Section 162(m) ofthe Code (or any successor or similar provision of the Code affecting taxdeductibility) would disallow a tax deduction by the Corporation for all or aportion of such payment.  The period ofany such delay in payment shall be until the payment, or portion thereof, istax deductible, or such earlier date as the Committee shall determine.

Notwithstanding anyprovision of the Plan to the contrary, to the extent that awards under the Planare subject to the provisions of Section 409A of the Code, then the Plan asapplied to those amounts shall be interpreted and administered so that it isconsistent with such Code section.

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**11.****                               TRANSFERABILITY**

During the lifetime of aParticipant, the Award shall be exercisable only by such Participant and Awardsshall not be transferable or assignable other than by will or the laws ofdescent and distribution, or pursuant to qualified domestic relations orders asdefined in or meeting the requirements of the Code or Title I of the EmployeeRetirement Income Security Act of 1974, as amended provided, however, that, inthe discretion of the Committee, a Non-Statutory Option may, in connection witha Participant’s estate plan, be assigned in whole or in part during theParticipant’s lifetime to one or more members of the Participant’s immediatefamily or to a trust established exclusively for one or more such familymembers. The assigned portion may only be exercised by the person or personswho acquire a proprietary interest in the Option pursuant to theassignment.  The terms applicable to theassigned portion shall be the same as those in effect for the Optionimmediately prior to such assignment and shall be set forth in such documentsissued to the assignee as the Committee may deem appropriate.  Notwithstanding the forgoing, in no eventshall any Award be transferred for value or consideration.

**12.****                               CHANGEOF CONTROL**

(a)  In the event of a Change of Control, allAwards which have not vested shall immediately vest upon the occurrence of suchChange of Control.

(b)  A “Change of Control” shall be deemed tooccur if and when:  (i)  any person (including as such term is used inSection 13(d) and 14(d)(2) of the 1934 Act) becomes the beneficial owner,directly or indirectly, of securities representing 20% or more of the combinedvoting power of the Corporation’s then outstanding securities; or (ii)  as a result of a proxy contest or contests orother forms of contested shareholder votes (in each case either individually orin the aggregate), a majority of the individuals elected to serve on theCorporation’s Board of Directors are different than the individuals who servedon the Corporation’s Board of Directors at any time within the two years priorto such proxy contest or contests or other forms of contested shareholder votes(in each case either individually or in the aggregate); or (iii)  when the Corporation’s shareholders approve a merger, or consolidation (wherein each case the Corporation is not the survivor thereof), or sale or dispositionof all or substantially all of the Corporation’s assets or a plan or partial orcomplete liquidation; or (iv)  when anofferor (other than the Corporation) purchases shares of the Corporation’sCommon Stock pursuant to a tender or exchange offer for securities representing20% or more of the combined voting power of the Corporation’s then outstandingsecurities.

**13.****                               AWARDAGREEMENTS**

Each Award under the Planshall be evidenced by an agreement setting forth its terms, conditions, andlimitations for each Award, and the provisions applicable in the event theParticipant’s employment terminates (an “Award Agreement”).  The Committee need not require the executionof any such agreement by the recipient, in which case acceptance of the Awardby the respective Participant shall constitute agreement by the Participant tothe terms and conditions of the Awards.

**14.****                               TAXWITHHOLDING**

The Corporation shallhave the right to deduct from any settlement of an Award made under the Plan,including the delivery or vesting of Shares, or require the payment of, asufficient amount to cover withholding of any federal, state or local or othergovernmental taxes or charges required by law or such greater amount ofwithholding as the Committee shall determine from time to time and as permittedby applicable laws, rules and regulations, or to take such other action as maybe necessary to satisfy any such withholding obligations.  If the Committee permits or requires Sharesto be used to satisfy required tax withholdings, such Shares shall be valued atthe Fair Market Value as of the tax recognition date for such Award or suchother date as may be required by applicable law, rule or regulation.

**15.****                               OTHERBENEFIT AND COMPENSATION PROGRAMS**

Unless otherwisespecifically determined by the Committee, settlements of Awards received byParticipants under the Plan shall not be deemed a part of a Participant’sregular, recurring compensation for purposes of calculating payments orbenefits from any Corporation benefit plan or severance program. Further, theCorporation or any Subsidiary may adopt from time to time other compensationprograms, plans or arrangements as it deems appropriate or necessary.

**16.****                               UNFUNDEDPLAN**

Unless otherwisedetermined by the Committee, the Plan shall be unfunded and shall not create(or be construed to create) a trust or a separate fund or funds.  The Plan shall not establish any fiduciaryrelationship between the Corporation and any participant or other person. Tothe extent any person holds any rights by virtue of an Award granted under thePlan, such rights shall constitute general unsecured liabilities of theCorporation and shall not confer upon any participant any right, title, orinterest in any assets of the Corporation.

**17.****                               REGULATORYAPPROVALS**

The implementation of thePlan, the granting of any Award under the Plan, and the issuance of Shares uponthe exercise or settlement or any Award shall be subject to the Corporation’sprocurement of all approvals and permits required by regulatory authoritieshaving jurisdiction over the Plan, the Awards granted under it, or the Sharesissued pursuant to it. In the event any benefit under this Plan is granted toan employee who is employed or providing services outside the United States andwho is not compensated from a payroll maintained in the United States, theCommittee may, in its sole discretion, modify the provisions of the Plan asthey pertain to such individuals to comply with applicable law, regulation oraccounting rules consistent with the purposes of the Plan and the Board ofDirectors or the Committee may, in its discretion, establish one or moresub-plans to reflect such modified provisions. All sub-plans adopted by the Committee shall be deemed to be part of thePlan, but each sub-plan shall apply only to Participants within the affectedjurisdiction and the Company shall not be required to provide copies of anysub-plans to Participants in any jurisdiction which is not the subject of suchsub-plan.

**18.****                               RIGHTSAS A STOCKHOLDER**

A Participant shall have no rights as a stockholder with respect toShares covered by an Award until the date the Participant or his nominee is theholder of record with respect to the Shares covered by such Award.  No adjustment will be made for dividends orother rights for which the record date is prior to such date, except as may beprovided pursuant to Section 9(d) hereunder.

**19.****                               FUTURERIGHTS**

No person shall have anyclaim or right to be granted an Award, and the grant of an Award shall not beconstrued as giving a Participant the right to be retained in the employ of theCorporation or a Subsidiary or to participate in any other compensation orbenefit plan, program or arrangement of the Corporation or any Subsidiary or toreceive any future Award under the Plan. In addition, the Corporation expressly reserves the right at any time todismiss a Participant free from any liability or any claim under the Plan,except as expressly provided in the Plan or in any Award Agreement entered intohereunder.

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