EX-10.1






CHARLES RIVER LABORATORIES INTERNATIONAL, INC.








RESALE RESTRICTION AGREEMENT








This RESALE RESTRICTION AGREEMENT (the “Agreement”) with respect to a certain
stock option award agreement (the “Option Agreement”) issued under the Charles River
Laboratories International, Inc. 2000 Incentive Plan, as amended (the “Plan”) is made by
and between Charles River Laboratories International, Inc., a Delaware corporation (the
“Company”), and   (the “Holder”).







WHEREAS, the Holder was granted options (the “Options”) to acquire shares of
common stock of the Company (the “Shares”) on February 13, 2004 at an exercise price of
$43.07 pursuant to the Option Agreement.







WHEREAS, the Option is fully vested and exercisable by reason of an action of the
Compensation Committee of the Board of Directors of the Company effective December 7, 2005; and







WHEREAS, the Company and the Holder wish to impose certain resale restrictions on the
Shares subject to the Options as provided herein on the terms and conditions contained herein.







NOW, THEREFORE, it is agreed as follows:







1. The Holder acknowledges that he or she has reviewed this Agreement in full.







2. The Holder agrees not to sell, contract to sell, grant any option to purchase,
transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or
dispose of any Shares (or any interest in any Shares) until the date on which the Shares would have
vested pursuant to the original terms of the Option Agreement (hereinafter referred to as the
“Resale Restrictions”).







3. The Resale Restrictions shall lapse on the schedule set forth in Section 1 of the
Option Agreement:







4. This Agreement shall be effective as of December 7, 2005.







5. The Holder represents and warrants that he or she has full power to enter into this
Agreement.



6. This Agreement, the Option Agreement and the Plan constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their entirety all prior
understandings and agreements of the Company and the Holder with respect to the subject matter
hereof, and may not be modified except by means of a writing signed by the Company and the Holder.
This Agreement is to be construed in accordance with and governed by the internal laws of the
Commonwealth of Massachusetts without giving effect to any choice of law rule that would cause the
application of the laws of any jurisdiction other than the internal laws of the Commonwealth of
Massachusetts to the rights and duties of the parties. Nothing in this Agreement (except as
expressly provided herein) is intended to confer any rights or remedies on any persons other than
the parties. Should any provision of this Agreement be determined to be illegal or unenforceable,
such provision shall be enforced to the fullest extent allowed by law and the other provisions
shall nevertheless remain effective and shall remain enforceable.







7. This Agreement shall be binding upon the Company and the Holder as well as the
successors and assigns (if any) of the Company and the Holder.







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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered on the date set forth beside such party’s signature.







	 	 	 	 	 	 	 
	 	 	 	 	CHARLES RIVER LABORATORIES

	 
	 	 	 	 	 	 
	Dated: , 2005

	 	 	 	INTERNATIONAL, INC.
	 	

	 

	 	

	 	

	 	

	 
	 	 	 	 	 	 
	
 
	 	 	 	By:
	 	 
	 
	 	 	 	 	 	 
	Dated: , 2005

	 	 	 	Holder
	 	

	 

	 	

	 	

	 	

	 
	 	 	 	 	 	 
	
 
	 	

	 	

	 	

	 
	 	 	 	 	 	 







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