Exhibit 10.14


 


FORM OF EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT is made as of February 13, 2012 (this “Agreement”) by and between IDEXX Laboratories, Inc., a Delaware corporation (the “Company”), and Merilee Raines (the “Executive”).


The Board of Directors of the Company
(the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the
Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change
of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the
Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage
the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of
Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the
compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations.
Therefore, in order to accomplish these objectives and in consideration of the mutual covenants and promises contained in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties
to this Agreement, the Company and Executive agree as follows:


1.Certain Definitions.


(a)The “Effective Date”
shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control (as defined
in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive's
employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated
by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated
to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes
of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination of employment.


(b)The “Change of Control
Period” shall mean the period commencing on the date hereof and ending on September 30, 2012; provided, however, that on
each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal
Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate one
year from such Renewal Date, unless at least 120 days prior to the Renewal Date the Company shall give notice to the Executive
that the Change of Control Period shall not be so extended.


2.Change of Control.
For the purpose of this Agreement, a “Change of Control” shall mean:



    	



    	 



    

 


(a)The acquisition by an individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 35% or more of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common
Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally
in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of
this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the
Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or (iv) any acquisition by any corporation pursuant to
a transaction which satisfies the criteria set forth in clauses (i), (ii) and (iii) of subsection (c) of this Section 2; or


(b)A change in the composition
of the Board, as a result of which fewer than one-half of the incumbent directors are directors who either (i) had been directors
of the Company 24 months prior to such change or (ii) were elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the directors who had been directors of the Company 24 months prior to such change and who were
still in office at the time of the election or nomination, but excluding, for purposes of this clause (ii), any such individual
whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than
the Board; or


(c)Consummation of a reorganization,
merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business
Combination”), in each case, unless, immediately following such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than a
majority of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors, of the corporation resulting from such Business Combination
(which as used in this Section 2(c) shall include, without limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation
and (iii) at least half of the members of the board of directors of the corporation resulting from such Business Combination were
members of the Company’s Board at the time of the execution of the initial agreement, or of the action of the Board, providing
for such Business Combination; or



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(d)Approval by the shareholders
of the Company of a complete liquidation or dissolution of the Company or the sale of substantially all of the assets of the Company.


3.Employment Period.
The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the
Company subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the
earlier of (i) the second anniversary of such date or (ii) the termination of the Executive’s employment pursuant to Section
5 hereof (the “Employment Period”). Except as provided in Section 1(a), nothing in this Agreement shall, prior to the
Effective Date, impose upon the Company any obligation to retain the Executive as an employee. In addition, nothing in this Agreement
shall restrict the Executive from terminating his employment with the Company, and no such termination by the Executive shall be
deemed a breach of this Agreement.


4.Terms of Employment.


(a)Position and Duties.


(i)During the Employment Period,
(A) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities
shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any
time during the 120-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at
the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles
from such location.


(ii)During the Employment
Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote
reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary
to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform
faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for
the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements
or teach at educational institutions, and (C) manage personal investments, so long as such activities do not significantly interfere
with the performance of the Executive's responsibilities as an employee of the Company or the terms of this Agreement. It is expressly
understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date,
the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective
Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.


(b)Compensation.


(i)Base Salary. During
the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid
at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which
has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the twelve-month period
immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall
be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter
at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive
under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized
in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies”
shall include any company controlled by, controlling or under common control with the Company.



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(ii)Annual Bonus. In
addition to Annual Base Salary, during the Employment Period, the Executive shall be entitled to receive such annual bonus as may
be determined by the Board of Directors, but in no event shall the target bonus opportunity, expressed as a percentage of Annual
Base Salary, be less than the target bonus opportunity in respect of the full fiscal year immediately preceding the Effective Date.


(iii)Incentive Plans.
During the Employment Period, the Executive shall be entitled to participate in all incentive plans, practices, policies and programs
applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices,
policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of
such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding
the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other
peer executives of the Company and its affiliated companies.


(iv)Welfare Benefit, Savings
and Retirement Plans. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall
be eligible for participation in and shall receive all benefits under welfare benefit, savings and retirement plans, practices,
policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription,
dental, disability, employee life, group life, split-dollar life, accidental death and travel accident insurance plans and programs)
to the extent applicable generally to other peer executives of the Company, but in no event shall such plans, practices, policies
and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans,
practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective
Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives
of the Company and its affiliated companies.


(v)Expenses. During
the Employment Period, the Executive shall be entitled to receive reimbursement for all reasonable expenses incurred by the Executive
in accordance with the policies, practices and procedures of the Company in effect immediately prior to the Effective Date.



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(vi)Vacation. During
the Employment Period, the Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices
of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive
with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs
in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable
to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its
affiliated companies.


(c)Equity Awards. Immediately
prior to the consummation of a Change of Control each then outstanding award for common stock of the Company, including without
limitation any stock option, stock appreciation right, restricted stock unit award, restricted stock award or other stock-based
award (an “Award”), held by the Executive shall become immediately exercisable, vested, realizable, or deliverable,
or free from restrictions applicable to the Award as to twenty-five percent (25%) of the number of shares as to which each such
Award would otherwise be subject to restrictions or not then be exercisable, vested, realizable, or deliverable (rounded down to
the nearest whole share), and the number of shares as to which each such Award shall become exercisable, vested, realizable, deliverable
and free from restrictions on each vesting date set forth in the Executive’s applicable Award agreement shall be reduced
by 25%. In addition, all such Awards held by the Executive shall immediately become fully exercisable, vested, realizable, deliverable
and free from restrictions if and when, within 24 months after a Change of Control, the Executive’s employment with the Company
(or the acquiring or succeeding entity) is involuntarily terminated by the Company (or such acquiring or succeeding entity) other
than for Cause or is terminated by the Executive for Good Reason. Notwithstanding the provisions of this Section 4(c), if any such
outstanding Award is terminated in connection with a Change of Control, such Award shall become fully exercisable, vested, realizable,
deliverable and free from restrictions immediately before the occurrence of the Change of Control.


5.Termination of Employment.


(a)Death or Disability.
The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company
determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition
of Disability set forth below), it may give to the Executive written notice in accordance with Section 13(b) of this Agreement
of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate
effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”),
provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's
duties. For purposes of this Agreement, “Disability” shall mean the Executive is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death
or can be expected to last for a continuous period of not less than 12 months as determined by a physician selected by the Company
or its insurers and acceptable to the Executive or the Executive's legal representative.



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(b)Cause. Subject to
Section 5(d), the Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this
Agreement, “Cause” shall mean:


i.the willful failure
of the Executive to perform substantially the Executive's duties with the Company (other than any such failure resulting from incapacity
due to physical or mental illness), which failure is not cured within 30 days after a written demand for substantial performance
is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive
has not substantially performed the Executive's duties, or


ii.the willful engaging by
the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.


For purposes of this provision, no act or failure to act,
on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive
in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company.


(c)Good Reason. The Executive's
employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement, “Good Reason”
shall mean one or more of the following conditions arising without the consent of the Executive:


i.A material diminution in
the Executive’s Base Salary;


ii.A material diminution in the
Executive’s authority, duties, or responsibilities; provided that, for the
avoidance of doubt, if at any time, the Executive shall cease to be the CFO of the Company, the entity surviving any Business
Combination (if not the Company) or the Person that ultimately controls the Company or such surviving entity, then a material
diminution of the Executive’s authority, duties, or responsibilities shall be deemed to have occurred;


iii.A material diminution in the
budget over which the Executive retains authority;


iv.A material change in the geographic
location at which the Executive must perform services; or


v.Any other action or inaction that
constitutes a material breach by the Company of the agreement under which the Executive provides services.


(d)Notice of Termination.


(i)Any termination by the
Company for Cause, or by the Executive for Good Reason, shall be effected by Notice of Termination to the other party hereto given
in accordance with Section 13(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means
a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable,
sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment
under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure
by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing
of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstances in enforcing the Executive's or the Company's rights hereunder.



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(ii)Any Notice of Termination
for Cause must be given within sixty (60) days of the Board learning of the event(s) or circumstance(s) which the Board believes
constitute(s) Cause. Prior to any Notice of Termination for Cause being given (and prior to any termination for Cause being effective),
the Executive shall be entitled to a hearing before the Board at which he may, at his election, be represented by counsel and at
which he shall have a reasonable opportunity to be heard. Such hearing shall be held on not less than fifteen days prior written
notice to the Executive stating the Board's intention to terminate the Executive for Cause and stating in detail the particular
event(s) or circumstance(s) which the Board believes constitute(s) Cause for termination.


(iii)Any Notice of Termination
for Good Reason must be given to the Company within sixty (60) days of the initial existence of one or more conditions described
in Section 5(c)(i) through (vi) which the Executive believes constitute(s) Good Reason. Upon such Notice of Termination for Good
Reason, the Company shall be entitled to a period of thirty (30) days during which it may remedy the condition (s) and not be required
to pay benefits under this Agreement. It is intended that termination of employment by an Executive due to one or more of the conditions
described in Section 5(c)(i) through (vi), pursuant to notice given in accordance with this Section 5(d)(iii), shall be treated
as an involuntary separation from service pursuant to the good reason safe harbor set forth in Treasury Regulation Section 1.409A-1(n)(2)(ii).


(e)Date of Termination.
“Date of Termination” means (i) if the Executive's employment is terminated by the Company for Cause, or by the Executive
for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, subject,
in the case of termination by the Company, for Cause, to the Company's compliance with Section 5(d)(ii); (ii) if the Executive's
employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which
the Company notifies the Executive of such termination; and (iii) if the Executive's employment is terminated by reason of death
or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case
may be. A termination of employment occurs upon a termination of
employment with the Company and any affiliate of the Company in all capacities, including as a common law employee and independent
contractor. Whether a Participant has had a termination of employment shall be determined by the Company on the basis of all relevant
facts and circumstances with reference to Treasury Regulations Section 1.409A-1(h) regarding a “separation from service”
and the default provisions set forth in Sections 1.409A-1(h)(1)(ii) and 1.409A-1(n).



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6.Obligations of the Company
Upon Termination.


(a)Good Reason; Other Than
for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other
than for Cause, Death or Disability or the Executive shall terminate employment for Good Reason:


(i)the Company shall pay to
the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:


A.the sum of (1) the
Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the target
bonus for the then current fiscal year and (y) a fraction, the numerator of which is the number of days in the then current fiscal
year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive
(together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore
paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the “Accrued Obligations”);
and


B.the amount equal to
the product of (1) two and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Average Annual Bonus.
The Average Annual Bonus is equal to the average of the bonus paid (or payable) to the Executive for the three prior full fiscal
years (or, if fewer, the number of full fiscal years the Executive was employed by the Company prior to the Effective Date); provided
that if the Executive was not eligible to participate in an annual bonus program for at least one full fiscal year, the Average
Annual Bonus shall be the Executive’s target bonus for the year in which termination of employment occurs. 


(ii)for 24 months after the
Executive's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice
or policy, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would
have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this
Agreement (excluding any savings and/or retirement plans) if the Executive's employment had not been terminated or, if more favorable
to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated
companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible
to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described
herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of
determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans,
practices, programs and policies, the Executive shall be considered to have remained employed until 24 months after the Date of
Termination and to have retired on the last day of such period;



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(iii)to the extent not theretofore
paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or
provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of
the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other
Benefits”); and


(iv)the Company shall timely
reimburse the Executive up to $12,500 each year (an aggregate of $25,000) for expenses incurred in connection with outplacement
services and relocation costs incurred in connection with obtaining new employment outside the State of Maine until the earlier
of (i) 24 months following the termination of Executive’s employment or (ii) the date the Executive secures full time employment.


(v)Reimbursements.
Any reimbursements made under this Agreement shall be subject to the following conditions:


i.the amount of expenses
eligible for reimbursement provided in any one taxable year of Executive shall not affect the amount of expenses eligible for reimbursement
or in-kind benefits provided in any other taxable year of Executive;


ii.the reimbursement
of any expense shall be made no later than the last day of Executive’s taxable year following Executive’s taxable year
in which the expense was incurred (unless this Agreement specifically provides for reimbursement by an earlier date); and


iii.the right to reimbursement
of an expense shall not be subject to liquidation or exchange for another benefit.


(b) Death. If the Executive's
employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without
further obligations to the Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations
and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive's estate or beneficiary,
as applicable, in a lump sum in cash within 30 days of the Date of Termination.


(c)Disability. If the
Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall
terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or
provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date
of Termination.


(d)Cause; Other than for
Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) his Annual Base Salary
through the Date of Termination, (y) the amount of any compensation previously deferred by the Executive, and (z) Other Benefits,
in each case to the extent theretofore unpaid or not yet provided. If the Executive voluntarily terminates employment during the
Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive,
other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations
shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.



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(e)Time of Payment. Amounts
payable under this Section 6 following an Executive’s termination of employment, other than those expressly payable on a
deferred basis, will be paid in the payroll period next following the payroll period in which termination of employment occurs
except as otherwise provided in Sections 11 or 12. Payment of any amount by reason of Executive’s termination of employment
shall be made no later than the last day of Executive’s second taxable year following Executive’s taxable year in which
the termination occurs.


7.Nonexclusivity of Rights.
Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy
or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to
Section 13(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement
with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated
companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program
or contract or agreement except as explicitly modified by this Agreement.


8.Full Settlement.
The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder
shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have
against the Executive (under this Agreement or otherwise) or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of
this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.


9.Confidential Information.
The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge
or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained
by the Executive during the Executive's employment by the Company or any of its affiliated companies and which shall not be or
become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement).
After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of
the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or
data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of
this Section 9 constitute a basis for deferring or withholding any amounts or benefits otherwise payable or to be provided to the
Executive under this Agreement.



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10.Successors.


(a)This Agreement is personal
to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by
will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.


(b)This Agreement shall inure
to the benefit of and be binding upon the Company and its successors and assigns.


(c)The Company will require
any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company”
shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid.


11.Section 409A Compliance.


(a)If any payment, compensation
or other benefit provided to the Executive in connection with his employment termination is determined, in whole or in part, to
constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Executive is
a Specified Employee as defined in Section 409A(2)(B)(i), no part of such payments shall be paid before the day that is six (6)
months plus one (1) day after the date of termination (the “New Payment Date”). The aggregate of any payments that
otherwise would have been paid to the Executive during the period between the date of termination and the New Payment Date shall
be paid to the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day
immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance
with the terms of this Agreement.


(b)For purposes of this Agreement,
a “Specified Employee” shall mean an employee of the Company who satisfies the requirements for being designated a
“key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the
Code at any time during a calendar year, in which case such employee shall be considered a Specified Employee for the twelve-month
period beginning on the first day of the fourth month immediately following the end of such calendar year. Notwithstanding the
foregoing, all employees who are nonresident aliens during an entire calendar year are excluded for purposes of determining which
employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the
Code for such calendar year. The term “nonresident alien” as used herein shall have the meaning set forth in Regulations
Section 1.409A-1(j). In the event of any corporate spinoff or merger, the determination of which employees meet the requirements
of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for any calendar year shall
be determined in accordance with Regulations Section 1.409A-1(i)(6).



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(c)The parties acknowledge and
agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject
to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits
or payments provided by the Company to the Executive that would be deemed to constitute “nonqualified deferred compensation”
within the meaning of Section 409A are intended to comply with Section 409A. If, however, any such benefit or payment is deemed
to not comply with Section 409A, the Company and the Executive agree to renegotiate in good faith any such benefit or payment (including,
without limitation, as to the timing of any severance payments payable hereunder) so that either (i) Section 409A will not apply
or (ii) compliance with Section 409A will be achieved; provided, however, that any resulting renegotiated terms shall
provide to the Executive the after-tax economic equivalent of what otherwise has been provided to the Executive pursuant to the
terms of this Agreement, and provided further, that any deferral of payments or other benefits shall be only for
such time period as may be required to comply with Section 409A.


12.Release. As a condition
of receipt of any benefits under this Agreement, the Executive shall be required to sign a customary release prepared by and provided
by the Company (the “Release”) and to abide by the provisions thereof. The Release shall contain a release and waiver
of any claims the Executive or his or her representatives may have against the Company and its officers, directors, affiliates
and/or representatives, and shall release those entities and persons from any liability for such claims including, but not limited
to, all employment discrimination claims. Benefits under this Agreement will be paid as of the 90th day following the
Executive’s termination of employment provided the Executive has executed and submitted the Release and the statutory period
during which the Executive is entitled to revoke the Release has expired on or before that 90th day. If the Executive
fails to so execute the Release, receipt of any benefits under this Agreement is forfeited.


13.Miscellaneous.


(a)This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The
captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended
or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.


(b)All notices and other communications
hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:


If to the Executive:


Merilee Raines


c/o IDEXX Laboratories, Inc.

One Idexx Drive

Westbrook, ME 04092



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If to the Company:


IDEXX Laboratories, Inc.

One Idexx Drive

Westbrook, ME 04092

Attention: Chairman of Compensation Committee


or to such other address as either party shall have furnished
to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.


(c)The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.


(d)The Company may withhold
from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant
to any applicable law or regulation.


(e)The Executive's or the Company's
failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive
or the Company may have hereunder, including, without limitation the right of the Executive to terminate employment for Good Reason
pursuant to Section 5(c) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision
or right of this Agreement.


(f)The Executive and the Company
acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company,
the employment of the Executive by the Company is “at will” and, subject to Section 1(a) hereof, prior to the Effective
Date, the Executive's employment and/or this Agreement may be terminated by either the Executive or the Company, by written notice
to the other, at any time prior to the Effective Date, in which case the Executive shall have no further rights or obligations
under this Agreement. From and after the Effective Date this Agreement shall supersede any other agreement between the parties
with respect to the subject matter hereof.


(g)Any dispute or controversy
arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three
arbitrators in Portland, Maine, in accordance with the rules of the American Arbitration Association then in effect. Judgment may
be entered on the arbitrator's award in any court of competent jurisdiction. The Company and the Employee shall separately pay
for their respective counsel fees and expenses and the arbitration panel shall allocate the costs and expenses of the arbitration
between the Executive and the Company; provided, however, if the Executive substantially prevails on a material item that was subject
to arbitration, the Company shall bear all expenses and other costs of the arbitration and all reasonable attorneys’ fees
and expenses borne by the Executive.



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(h)This Agreement constitutes
the entire agreement between the parties with respect to the subject matter of this Agreement and, except as otherwise provided
herein, supersedes all prior communications, agreements and understandings, written or oral, with the Company or any of its affiliates
or predecessors with respect to the terms and conditions of the Executive’s employment. Notwithstanding the provisions of
the preceding sentence, this Agreement does not supersede any agreement between the Executive and the Company regarding non-disclosure
and developments or any non-competition agreement between the Executive and the Company. In addition, the Executive shall remain
subject to the post-termination non-compete obligations under any non-compete agreement with the Company notwithstanding any terms
of such agreement that would relieve the Executive of such obligations upon termination of the Executive’s employment with
the Company other than for Cause.


 


 


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IN WITNESS WHEREOF, the Executive has
hereunto set the Executive's hand and, pursuant to the authorization from its Board of Directors, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year first above written.





	 	EXECUTIVE:
	 	 
	 	/s/ Merilee Raines
	 	Merilee Raines







 


	 	COMPANY:
	 	 
	 	IDEXX Laboratories, Inc.
	 	 
	 	 
	 	By: 	/s/ Jonathan W. Ayers
	 	Name:	Jonathan W. Ayers

	 	Title:	Chairman, President and Chief Executive Officer






 


 






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