Exhibit 10.30


AMENDED AND RESTATED QUEST DIAGNOSTICS
INCORPORATED 

EXECUTIVE OFFICER SEVERANCE PLAN


                    1.
Purpose. The
purpose of the Quest Diagnostics Incorporated Executive Officer Severance Plan
(together with the attached schedules, appendices and exhibits, the “Plan”) is to secure the continued
services of the executive officers of the Company and provide these executives
with certain termination benefits in the event of a Qualifying Termination (as
defined in Section 2) and to ensure their continued dedication to their
duties in the event of any threat or occurrence of a Change in Control of the
Company (as defined in Section 2).


                    2.
Definitions. As
used in this Plan, the following terms shall have the respective meanings set
forth below:


                    
(a) “Annual Performance Bonus”
means the annual cash bonus awarded under the Company’s applicable incentive
plans, as in effect from time to time (as of the date of adoption of this Plan
the “Bonus” within the meaning of Section 5(a) of the Company’s Senior
Management Incentive Plan, effective as of May 13,
2003 and under the Company’s Management Incentive Plan such plans referred to
herein as the “Company Incentive Plan”).


                    
(b) “Base Salary” means the
Participant’s annual rate of base salary as in effect on the Date of
Termination, provided, however,
that Base Salary for the Termination Period shall mean the Participant’s
highest annual rate of base salary during the twelve-month period immediately
prior to the Participant’s Date of Termination.


                    
(c) “Board” means the Board
of Directors of the Company and, after a Change in Control, the “board of
directors” of the surviving corporation. References herein to the Board include
any committee or person to whom the Board has designated its authority.


                    
(d) “Bonus Amount” means
the Participant’s target Annual Performance Bonus for the fiscal year in which
the Participant’s Date of Termination occurs, provided, however,
that if the Participant’s Qualifying Termination is on account of Good Reason
pursuant to a reduction in a Participant’s compensation or compensation
opportunity under Section 2(k)(ii), “Bonus Amount” shall be the
Participant’s target Annual Performance Bonus for the prior fiscal year if
higher.


                    
(e) “Cause” means
(i) the willful and continued failure of the Participant to perform
substantially his duties with the Company (other than any such failure
resulting from the Participant’s incapacity due to physical or mental illness
or any such failure subsequent to the Participant being delivered a notice of
termination without Cause by the Company or delivering a notice of termination
for Good Reason to the Company) after a written demand for substantial
performance is delivered to the Participant by or on behalf of the Board which
specifically identifies the manner in which the Board believes that the
Participant has not substantially performed his duties, (ii) the





willful
engaging by the Participant in illegal conduct or gross misconduct which is
demonstrably and materially injurious to the Company or its affiliates,
(iii) the engaging by the Participant in conduct or misconduct that
materially harms the reputation or financial position of the Company,
(iv) the Participant (x) obstructs or impedes, (y) endeavors to
influence, obstruct or impede or (z) fails to materially cooperate with,
an Investigation, (v) the commission of a felony by the Participant or (vi) the
Participant is found liable in any Securities and Exchange Commission or other
civil or criminal securities law action.


                    For
purposes of this paragraph (e), no act or failure to act by the
Participant shall be considered “willful” unless done or omitted to be done by
the Participant in bad faith and without reasonable belief that the
Participant’s action or omission was in the best interests of the Company or
its affiliates. Any act, or failure to act, in accordance with authority duly
given by the Board, based upon the advice of counsel for the Company (including
counsel employed by the Company) shall be conclusively presumed to be done, or
omitted to be done, by the Participant in good faith and in the best interests
of the Company.


                    A
Participant who is designated on Schedule A (and, after a Change in
Control, a Participant who is designated on Schedule B) shall not be
considered to have been terminated for Cause unless and until the Company has
delivered to the Participant a copy of a resolution duly adopted by
three-quarters (3/4) of the entire Board (excluding the Participant from both
the numerator and denominator if the Participant is a Board member) at a
meeting of the Board called and held for such purpose (after reasonable notice
to the Participant and an opportunity for the Participant, together with
counsel, to be heard before the Board), finding that in the good faith opinion
of the Board an event set forth in clauses (i), (ii), (iii), (iv), (v), or
(vi) has occurred and specifying the particulars thereof in detail.


                    Anything
herein to the contrary notwithstanding, if, following a termination of the
Participant’s employment by the Company for Cause based upon the conviction of
the Participant for a felony, such conviction is overturned in a final
determination on appeal, the Participant shall be entitled to the payments and
the economic equivalent of the benefits the Participant would have received if
his employment had been terminated by the Company without Cause.


                    (f)
“Change in Control” means
the occurrence of any one of the following events:


	
  

 	
  

 
	
  

 	
           (i)
 any person is or becomes a “beneficial owner” (as defined in
 Rule 13d 3 under the Exchange Act), directly or indirectly, of
 securities of the Company representing more than 40% of the total voting
 power of the Company’s 

 


-2-









	
  

 	
  

 
	
  

 	
 then
 outstanding securities generally eligible to vote for the election of
 directors (the “Company Voting
 Securities”), provided,
 however, that any of the following
 acquisitions shall not be deemed to be a Change in Control: (1) by the
 Company or any subsidiary or affiliate, (2) by any employee benefit plan
 (or related trust) sponsored or maintained by the Company or any subsidiary
 or affiliate, (3) by any underwriter temporarily holding securities
 pursuant to an offering of such securities, or (4) pursuant to a
 Non-Qualifying Transaction (as defined in paragraph (ii));

 
	
  

 	
  

 
	
  

 	
           (ii)
 the consummation of a merger, consolidation, statutory share
 exchange or similar form of corporate transaction involving the Company or
 any of its subsidiaries or affiliates that requires the approval of the
 Company’s stockholders whether for such transaction or the issuance of
 securities in the transaction (a “Business
 Combination”), unless immediately following such Business
 Combination:

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 more than 50% of the total voting power of (x) the corporation
 resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, the
 ultimate parent corporation that directly or indirectly has beneficial
 ownership of 95% of the voting securities eligible to elect directors of the
 Surviving Corporation (the “Parent
 Corporation”), is represented by Company Voting Securities
 that were outstanding immediately prior to such Business Combination (or, if
 applicable, is represented by shares into which such Company Voting
 Securities were converted pursuant to such Business Combination), and such
 voting power among the holders thereof is in substantially the same
 proportion as the voting power of such Company Voting Securities among the
 holders thereof immediately prior to the Business Combination,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 no person (other than any employee benefit plan (or any related trust)
 sponsored or maintained by the Surviving Corporation or the Parent
 Corporation), is or becomes the beneficial owner, directly or indirectly, of
 securities of the Parent Corporation (or, if there is no Parent Corporation,
 the Surviving Corporation) representing 40% of the total voting power of the
 securities then outstanding generally eligible to vote for the election of
 directors of the Parent Corporation (or the Surviving Corporation), and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 at least a majority of the members of the board of directors of the
 Parent Corporation (or, if there is no Parent Corporation, the Surviving
 Corporation) following the consummation of the Business Combination were
 Incumbent Directors at the time of the Board’s 

 


-3-









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 approval of
 the execution of the initial agreement providing for such Business
 Combination;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (Any
 Business Combination which satisfies all of the criteria specified in (A),
 (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”);

 






	
  

 	
  

 
	
  

 	
           (iii)
 individuals who, on the effective date of this Plan, constitute
 the Board (the “Incumbent Directors”)
 cease for any reason to constitute at least a majority of the Board, provided
 that any person becoming a director subsequent to the effective date of this
 Plan, whose election or nomination for election was approved by a vote of at
 least a majority of the Incumbent Directors then on the Board (either by a
 specific vote or by approval of the proxy statement of the Company in which
 such person is named as a nominee for director, without written objection to
 such nomination) shall be an Incumbent director; provided, however,
 that no individual initially elected or nominated as a director of the
 Company as a result of an actual or threatened election contest with respect
 to directors or as a result of any other actual or threatened solicitation of
 proxies or consents by or on behalf of any person other than the Board shall
 be deemed to be an Incumbent Director; or

 
	
  

 	
  

 
	
  

 	
           (iv)
 the shareholders of the Company approve a plan of complete
 liquidation or dissolution of the Company or the consummation of a sale of
 all or substantially all of the Company’s assets to an entity that is not an
 affiliate of the Company (other than pursuant to a Non-Qualifying
 Transaction).

 



                    Notwithstanding
the foregoing, a Change in Control of the Company shall not be deemed to occur
solely because any person acquires beneficial ownership of more than 40% of
Company Voting Securities as a result of the acquisition of Company Voting Securities
by the Company which reduces the number of Company Voting Securities
outstanding; provided, that if after such acquisition by the Company such
person becomes the beneficial owner of additional Company Voting Securities
that increases the percentage of outstanding Company Voting Securities
beneficially owned by such person, a Change in Control of the Company shall
then occur.


                    
(g) “Company” means Quest
Diagnostics Incorporated, a Delaware corporation.


                    
(h) “Date of Termination”
means (i) the effective date on which the Participant’s employment by the
Company terminates as specified in a prior written notice by the Company or the
Participant, as the case may be, to the other, delivered 


-4-





pursuant to
Section 12 or (ii) if the Participant’s employment by the Company
terminates by reason of death, the date of death of the Participant.


                    
(i) “Disability” shall have
the same meaning ascribed to that term in Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended.


                    
(j) “Equity Incentive Compensation”
means all equity-based compensation (including stock options, stock
appreciation rights, restricted stock and performance shares) awarded under the
Company’s incentive plan(s), as in effect from time to time (as of the date of
adoption of this Plan the Amended and Restated Employee Long-Term Incentive
Plan).


                    
(k) “Good Reason” means the
occurrence of one or more of the following circumstances, without the Participant’s
express written consent, and which circumstance(s) are not remedied by the
Company within thirty (30) days of receipt of a written notice from the
Participant describing in reasonable detail the Good Reason event that has
occurred (which notice must be provided within ninety (90) days of the
Participant’s obtaining knowledge of the event):


	
  

 	
  

 
	
  

 	
           (i)
 (A) any material change in the duties, responsibilities or
 status (including reporting responsibilities) of the Participant that is
 inconsistent in any material and adverse respect with the Participant’s
 position(s), duties, responsibilities or authority with the Company
 immediately prior to such Change in Control (including any material and
 adverse diminution of such duties or responsibilities); provided, however,
 that Good Reason shall not be deemed to occur upon a change in duties,
 responsibilities (other than reporting responsibilities) or status that is
 solely and directly a result of the Company no longer being a publicly traded
 entity and does not involve any other event set forth in this
 Section 2(k) or (B) a material and adverse change in the
 Participant’s titles or offices (including, if applicable, membership on the
 Board) with the Company as in effect immediately prior to such Change in
 Control;

 
	
  

 	
  

 
	
  

 	
           (ii)
 a material reduction by the Company in the Participant’s
 aggregate rate of annual base salary, Annual Performance Bonus opportunity
 and Equity Incentive Compensation target opportunity (including any material
 and adverse change in the formula for such targets) as in effect immediately
 prior to such Change in Control;

 
	
  

 	
  

 
	
  

 	
           (iii)
 the Company’s requiring the Participant to be based at any
 office or location more than fifty (50) miles from the office where the
 Participant is located at the time of the Change in Control and as a result
 causing the 

 


-5-









	
  

 	
  

 
	
  

 	
 Participant’s
 commute from his residence at the time of the Change in Control to the new
 location to increase by more than fifty (50) miles;

 
	
  

 	
  

 
	
  

 	
           (iv)
 the failure of the Company to continue in effect any employee
 benefit plan, compensation plan, welfare benefit plan or fringe benefit plan
 in which the Participant is participating immediately prior to such Change in
 Control or the taking of any action by the Company, in each case which would
 materially adversely affect the Participant, unless the Participant is
 permitted to participate in other plans providing the Participant with
 materially equivalent benefits in the aggregate (at materially equivalent or
 lower cost with respect to welfare benefit plans); or

 
	
  

 	
  

 
	
  

 	
           (v)
 the failure of the Company to obtain the assumption of the
 Company’s obligations hereunder from any successor as contemplated in
 Section 11(b).

 



Notwithstanding
the foregoing, an isolated, insubstantial and inadvertent action taken in good
faith and which is remedied by the Company within thirty (30) days after
receipt of notice thereof given by the Participant shall not constitute Good
Reason. The Participant’s right to terminate employment for Good Reason shall
not be affected by the Participant’s incapacities due to mental or physical
illness and the Participant’s continued employment shall not constitute consent
to, or a waiver of rights with respect to, any event or condition constituting
Good Reason. The Participant may terminate his employment for a “Good Reason”
event that is not reasonably remedied by the Company provided that the Participant shall have delivered a notice
of termination within ninety (90) days after delivery of the notice describing
the Good Reason event giving rise to such termination.


                    (l)
“Investigation” means an
investigation authorized by the Board, a self-regulatory organization empowered
with self-regulatory responsibilities under federal or state laws or a
governmental department or agency.


                    
(m) “Participant” means an
executive officer of the Company selected, from time to time, by the Board for
participation in this Plan and who is designated on Schedule A or B
at the applicable time but only if such executive has completed at least one
year of continuous employment with the Company and its Subsidiaries at the
applicable time (unless such one year employment requirement has been waived in
writing by the Board).


                    
(n) “Potential Change in Control”
means the execution or entering into of any agreement by the Company the
consummation of which can be expected to be a Change in Control.


-6-






                    (o)
“Qualifying Termination”
means a termination of the Participant’s employment with the Company that
occurs on or after January 1, 2008 (i) prior to a Change in Control, by the
Company other than for Cause and (ii) after a Change in Control, by the Company
other than for Cause or by the Participant for Good Reason. Termination of the
Participant’s employment on account of death, Disability or Retirement shall
not be treated as a Qualifying Termination. Notwithstanding the preceding sentence,
the death of the Participant after notice of termination for Good Reason or
without Cause has been validly provided shall be deemed to be a Qualifying
Termination. 


                    (p)
“Retirement” means the
Participant’s voluntary termination of employment on or after he or she attains
age 60 with five (5) years of service. 


                    (q)
“Subsidiary” means any
corporation or other entity in which the Company has a direct or indirect
ownership interest of 50% or more of the total combined voting power of the
then outstanding securities or interests of such corporation or other entity
entitled to vote generally in the election of directors (or members of any
similar governing body) or in which the Company has the right to receive 50% or
more of the distribution of profits or 50% of the assets or liquidation or
dissolution. 


                    (r)
“Termination Period” means
the period of time beginning with a Change in Control and ending two (2) years
following such Change in Control. Notwithstanding anything in this Plan to the
contrary, if (i) the Participant’s employment is terminated prior to a Change
in Control for reasons that would have constituted a Qualifying Termination if
they had occurred following a Change in Control; (ii) the Participant
reasonably demonstrates that such termination (or Good Reason event) was at the
request of a third party who had indicated an intention or taken steps
reasonably calculated to effect a Change in Control; and (iii) a Change in
Control involving such third party (or a party competing with such third party
to effectuate a Change in Control) does occur within six (6) months from the
date of such termination, then for purposes of this Plan, the date immediately
prior to the date of such termination of employment or event constituting Good
Reason shall be treated as a Change in Control. For purposes of determining the
timing of payments and benefits to the Participant under Section 5, the
date of the actual Change in Control shall be treated as the Participant’s Date
of Termination under Section 2(h), and for purposes of determining the amount
of payments and benefits owed to the Participant under Section 5, the date the
Participant’s employment is actually terminated shall be treated as the
Participant’s Date of Termination under Section 2(h). 


                    3.
Eligibility. (a) The Board
shall determine in its sole discretion which executives of the Company shall be
Participants in this Plan and whether a Participant shall be designated on
Schedule A or B. 


-7-





                    (b)
The Board may, in its sole discretion, remove any executive from Schedule A and
add such executive to Schedule B but may not remove any executive from
participation in this Plan entirely; provided,
that a Participant who is designated on Schedule A as of immediately prior to a
Change in Control may not be removed from such Schedule without his or her
prior written consent within the two year period following a Change in Control.



                    (c)
The Board may delegate its authority to determine which senior executives of
the Company shall be Participants in this Plan, to designate the Participants
on Schedule A or B and to remove a Participant from Schedule A to the
Compensation Committee (or any successor committee) of the Board. 


                    4.
Payments Upon Termination of Employment
Prior to a Change in Control. If the employment of the
Participant is terminated pursuant to a Qualifying Termination, then, subject
to the Participant’s execution of a Separation Agreement and Release in the
form attached to this Plan as Exhibit A (the “Separation Agreement and Release”) which shall be provided
to the Participant no later than two (2) days after the Date of Termination and
must be executed by the Participant, become effective and not be revoked by the
Participant by the fifty-fifth (55th) day following the Date of
Termination, the Company shall provide to the Participant: 


	
  

 	
  

 
	
  

 	
           (a)
 A cash payment equal to the Participant’s Base Salary multiplied by either
 (i) 2.00 for a Participant designated on Schedule A or (ii) 1.00 for a
 Participant designated on Schedule B; 

 
	
  

 	
  

 
	
  

 	
           (b)
 A cash payment equal to the Bonus Amount times (i) 2.00 for a Participant
 designated on Schedule A or (ii) 1.00 for a Participant designated on
 Schedule B; 

 
	
  

 	
  

 
	
  

 	
           (c)
 For eighteen (18) months for a Participant designated on Schedule A or (ii)
 twelve (12) months for a Participant designated on Schedule B, following the
 Date of Termination, group medical and life insurance coverage to the
 Participant (and his eligible dependents), under the terms prevailing at the
 time immediately preceding the Date of Termination; the Company shall
 continue to provide such coverage on the same terms as provided by the
 Company to similarly situated executives; provided,
 that the Company shall cease to provide such coverage if the Participant
 obtains alternate employment and is eligible for substantially comparable
 group medical or life insurance coverage with such employer; provided further, that the Participant shall notify the Company
 within 10 days of securing such alternate employment; provided further, that in the event of the disability of the
 Participant, group medical coverage shall continue for a longer period
 consistent with the Consolidated Omnibus Budget Reconciliation

 


-8-









	
  

 	
  

 
	
  

 	
 Act of 1986
 (“COBRA”) and, provided, further, to the extent that any plan does not permit
 continuation of the Participant’s or his eligible dependents’ participation
 throughout such period, the Company shall pay the Participant an amount, on
 an after-tax basis, equal to the Company’s cost of providing such benefits; 

 
	
  

 	
  

 
	
  

 	
           (d)
 For one (1) year following the Date of Termination, the Participant will be
 entitled to receive executive outplacement assistance from Lee Hecht Harrison
 or an equivalent career placement firm at the Company’s expense and in
 accordance with the Company’s policies for similarly situated executives; and
 

 
	
  

 	
  

 
	
  

 	
           (e)
 A cash payment equal to any matching contributions made by the Company on
 behalf of the Participant to the Company’s 401(k) plan and the Company’s
 Supplemental Deferred Compensation Plan during the year preceding the Date of
 Termination. 

 



                    The
cash payments specified in paragraphs (a), (b), (c) and (e) of this Section 4
shall be paid no later than the sixtieth (60th) day (or the next
following business day if the sixtieth day is not a business day) following the
Date of Termination, but may be made earlier provided that the Separation
Agreement has been executed by the Participant and the revocation period
thereunder has lapsed. Each such cash payment shall be deemed to be a separate
payment for purposes of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”). 


                    5.
Payments Upon Termination of Employment
After a Change in Control. If during the Termination Period the
employment of the Participant is terminated pursuant to a Qualifying
Termination, then, subject to the Participant’s execution of a Separation
Agreement and Release which shall be provided to the Participant no later than
two (2) days after the Date of Termination and must be executed by the
Participant, become effective and not be revoked by the Participant by the
fifty-fifth (55th) day following the Date of Termination, the
Company shall provide to the Participant: 


	
  

 	
  

 
	
  

 	
           (a)
 A cash payment equal to the result of multiplying the sum of the
 Participant’s Base Salary plus
 the Participant’s Bonus Amount by (i) either 3.00 for a Participant
 designated on Schedule A or (ii) 2.00 for a Participant designated on
 Schedule B; and 

 
	
  

 	
  

 
	
  

 	
           (b)
 A cash payment equal to the Participant’s target Annual Performance Bonus for
 the fiscal year in which the Participant’s Date of Termination occurs,
 multiplied by a fraction the numerator of which shall be the number of days
 the Participant was employed by the Company during the fiscal 

 


-9-









	
  

 	
  

 
	
  

 	
 year in
 which the Date of Termination occurred and the denominator of which is 365; 

 
	
  

 	
  

 
	
  

 	
           (c)
 The benefits and payments specified in paragraphs (c), (d) and (e) of Section
 4. 

 
	
  

 	
  

 
	
  

 	
           (d)
 To the extent provided in Appendix A, if the Participant is subject to the
 excise tax imposed under Section 4999 of the Internal Revenue Code of 1986,
 as amended (the “Excise Tax”),
 a gross-up payment in accordance with the provisions of Appendix A. 

 



                    The
cash payments specified in paragraphs (a), (b) and (c) of this Section 5 shall
be paid no later than the sixtieth (60th) day (or the next following
business day if the sixtieth day is not a business day) following the Date of
Termination, but may be made earlier provided that the Separation Agreement has
been executed by the Participant and the revocation period thereunder has lapsed.
Each such cash payment shall be deemed to be a separate payment for purposes of
Section 409A of the Code. 


                    6.
Key Employees. It is the
intent of the Company that no payments or benefits provided under this Plan
shall be considered “non-qualified deferred compensation” within the meaning of
Section 409A of the Code and the Plan shall be interpreted accordingly. If and
to the extent that any payment or benefit is determined by the Company (a) to
constitute “non-qualified deferred compensation” subject to Section 409A of the
Code, (b) such payment or benefit is provided to a Participant who is a
“specified employee” (within the meaning of Section 409A of the Code and as
determined pursuant to procedures established by the Company) and (c) such
payment or benefit must be delayed for six months from the Participant’s Date
of Termination (or an earlier date) in order to comply with Section
409A(a)(2)(B)(i) of the Code and not cause the Participant to incur any
additional tax under Section 409A of the Code, then the Company will delay
making any such payment or providing such benefit until the expiration of such
six month period. The Company shall set aside those payments that would have
been made but for payment delay required by the preceding sentence in a trust
that is in compliance with Rev. Proc. 92-64 which may, but need not be, the
trust established under the Company’s Supplemental Deferred Compensation Plan;
provided, however, that no payment will be made to the Rabbi Trust if it would
be contrary to law or cause the Participant to incur additional tax under
Section 409A. 


                    7. Participant’s Obligations. The
Participant agrees that: 


	
  

 	
  

 
	
  

 	
           (a)
 Without the consent of the Company, the Participant will not terminate
 employment with the Company without giving 30 days prior notice to the
 Company, and during such 30-day period the Participant will assist the 

 


-10-









	
  

 	
  

 	
  

 
	
  

 	
 Company, as
 and to the extent reasonably requested by the Company, to effect an orderly
 transition of the Participant’s duties and responsibilities with the Company.
 

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)
 In the event that the Participant has received any benefits from the Company
 under Section 4 of this Agreement, then, during the period of 36 months
 following the Date of Termination, the Participant, upon request by the
 Company: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 Will consult with one or more of the executive officers concerning the
 business and affairs of the Company for not to exceed four hours in any month
 at times and places selected by the Participant as being convenient to him or
 her, all without compensation other than what is provided for in Section 4 of
 this Agreement; and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 Will testify as a witness on behalf of the Company in any legal proceedings involving
 the Company which arise out of events or circumstances that occurred or
 existed prior to the Date of Termination (except for any such proceedings
 relating to this Plan), without compensation other than what is provided for
 in Section 4 of this Agreement; provided,
 that all out-of-pocket expenses incurred by the Participant in connection
 with serving as a witness shall be paid by the Company.

 



                    The
Participant shall not be required to perform the Participant’s obligations
under this Section 7 if and so long as the Company is in default with respect
to performance of any of its obligations under this Agreement. 


                    8.
Withholding Taxes. The
Company may withhold from all payments due to the Participant (or his beneficiary
or estate) hereunder all taxes which, by applicable federal, state, local or
other law, the Company is required to withhold therefrom. 


                    9.
Reimbursement of Expenses.
Following a Change in Control, if any contest or dispute shall arise under this
Plan involving termination of a Participant’s employment with the Company or
involving the failure or refusal of the Company to perform fully in accordance
with the terms hereof, the Company shall reimburse the Participant on a current
basis for all reasonable legal fees and related expenses, if any, incurred by
the Participant in connection with such contest or dispute (regardless of the
result thereof), together with interest in an amount equal to the prime rate as
reported in The Wall Street Journal,
but in no event higher than the maximum legal rate permissible under applicable
law, such interest to accrue thirty (30) days from the date the Company 


-11-





receives the
Participant’s statement for such fees and expenses through the date of payment
thereof, regardless of whether or not the Participant’s claim is upheld by a
court of competent jurisdiction or an arbitration panel; provided, however,
that the Participant shall be required to repay immediately any such amounts to
the Company to the extent that a court or an arbitration panel issues a final
and non-appealable order setting forth the determination that the position
taken by the Participant was frivolous or advanced by the Participant in bad
faith. 


                    10.
No Guarantee of Employment.
Nothing in this Plan shall be deemed to entitle the Participant to continued
employment with the Company or its Subsidiaries. 


                    11.
Successors; Binding Agreement.
(a) This Plan shall not be terminated by any Business Combination. In the event
of any Business Combination, the provisions of this Plan shall be binding upon
the Surviving Corporation, and such Surviving Corporation shall be treated as
the Company hereunder. 


                    (b)
The Company agrees that in connection with any Business Combination, it will
cause any successor entity to the Company unconditionally to assume all of the
obligations of the Company hereunder. Failure of the Company to obtain such
assumption prior to the effectiveness of any such Business Combination that
constitutes a Change in Control, shall be a breach of this Plan and shall
constitute Good Reason hereunder and shall entitle the Participant to
compensation and other benefits from the Company in the same amount and on the
same terms as the Participant would be entitled hereunder if the Participant’s
employment were terminated following a Change in Control by reason of a
Qualifying Termination. For purposes of implementing the foregoing, the date on
which any such Business Combination becomes effective shall be deemed the date
Good Reason occurs, and shall be the Date of Termination if requested by a
Participant. 


                    (c)
The benefits provided under this Plan shall inure to the benefit of and be
enforceable by the Participant’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Participant shall die while any amounts would be payable to the Participant
hereunder had the Participant continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Plan to such person or persons appointed in writing by the Participant to
receive such amounts or, if no person is so appointed, to the Participant’s
estate. 


                    12.
Notice. (a) For purposes
of this Plan, all notices and other communications required or permitted
hereunder shall be in writing and shall be deemed 


-12-





to have been
duly given when delivered or five (5) days after deposit in the United States
mail, certified and return receipt requested, postage prepaid, addressed as
follows: 


                    If
to the Participant: the address listed as the Participant’s address in the
Company’s personnel files. 


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If to the Company:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Quest
 Diagnostics Incorporated 

 3 Giralda Farms 

 Madison, NJ 07071 

 Attention: General Counsel 

 



or to such
other address as either party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be
effective only upon receipt. 


                    (b)
A written notice of the Participant’s Date of Termination by the Company or the
Participant, as the case may be, to the other, shall (i) indicate the specific
termination provision in this Plan relied upon, (ii) to the extent applicable,
set forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Participant’s employment under the provision so
indicated and (iii) specify the date of termination, which date shall be not
less than fifteen (15) nor more than sixty (60) days after the giving of such
notice; provided, however, that the Company may in its sole
discretion accelerate such date to an earlier date or, alternatively, place the
Participant on paid leave during such period. The failure by the Participant or
the Company to set forth in such notice any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Participant or the Company hereunder or preclude the Participant or the
Company from asserting such fact or circumstance in enforcing the Participant’s
or the Company’s rights hereunder. 


                    13.
Full Settlement; Resolution of Disputes
and Costs. (a) The Company’s obligation to make any payments
provided for in this Plan and otherwise to perform its obligations hereunder
shall be in lieu and in full settlement of all other severance payments to the
Participant under any other severance or employment agreement between the Participant
and the Company, and any severance plan of the Company. In no event shall the
Participant be obligated to seek other employment or take other action by way
of mitigation of the amounts payable to the Participant under any of the
provisions of this Plan and, except as provided in the Separation Agreement and
Release, such amounts shall not be reduced whether or not the Participant
obtains other employment. 


-13-






                    (b)
Any dispute or controversy arising under or in connection with this Plan shall
be settled exclusively by arbitration in New Jersey by three arbitrators in
accordance with the commercial arbitration rules of the American Arbitration Association
(“AAA”) then in effect. One
arbitrator shall be selected by the Company, the other by the Participant and
the third jointly by these arbitrators (or if they are unable to agree within
thirty (30) days of the commencement of arbitration the third arbitrator will
be appointed by the AAA). Judgment may be entered on the arbitrators’ award in
any court having jurisdiction. In the event of any such dispute or controversy
arising during a Termination Period, the Company shall bear all costs and expenses
arising in connection with any arbitration proceeding on the same terms as set
forth in Section 9 of this Plan. 


                    14.
Employment with Subsidiaries.
Employment with the Company for purposes of this Plan shall include employment
with any Subsidiary. 


                    15.
Survival. The respective
obligations and benefits afforded to the Company and the Participant as
provided in Sections 4 (to the extent that payments or benefits are owed as a
result of a termination of employment that occurs during the term of this Plan)
5, 6, 8(c) and 10 shall survive the termination of this Plan. 


                    16.
GOVERNING LAW; VALIDITY.
THE INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS PLAN SHALL BE GOVERNED
BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF NEW JERSEY, WITHOUT REGARD TO THE PRINCIPLE OF CONFLICTS OF LAWS, AND
APPLICABLE FEDERAL LAWS. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF
THIS PLAN SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OF THIS PLAN, WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND
EFFECT. 


                    17.
Amendment and Termination.
The Board may amend or terminate the Plan at any time; provided, however,
that (i) Sections 3(b), 4(a) and 4(b) may not be amended in a manner which is
materially adverse to any Participant then listed on Schedule A or B without
such Participant’s written consent, (ii) during the period commencing on a
Change in Control and ending on the second anniversary of the Change in
Control, the Plan (including, for the avoidance of doubt, any Schedules,
Appendices and Exhibits) may not be amended or terminated by the Board in any
manner which is materially adverse to any Participant then listed on Schedule A
or B without such Participant’s written consent and (iii) any termination or
amendments to the Plan (including, for the avoidance of doubt, any Schedules,
Appendices and Exhibits) that are materially adverse to the interests of any
Participant then listed on Schedule A or B, and that occur during the period of
time beginning on a date three (3) months prior to a Potential Change in
Control and ending on the termination of the agreement that 


-14-





constituted
the Potential Change in Control, shall be void unless consented to in writing
by the affected Participant. 


                    18.
Interpretation and Administration.
The Plan shall be administered by the Board. The Board may delegate any of its
powers under the Plan to the Compensation Committee of the Board (or any
successor committee). With respect to those Participants who are not subject to
Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Committee may
delegate any of its powers under the Plan to the Chief Executive Officer of the
Company. The Board, the Compensation Committee (or any successor committee) and
the Chief Executive Officer (to the extent of the powers delegated to him)
shall have the authority in its sole and absolute discretion to: (i) exercise all
of the powers granted to it under this Plan; (ii) construe, interpret and
implement this Plan; (iii) prescribe, amend and rescind rules and regulations
relating to this Plan, including rules and regulations governing its own
operations; (iv) make all determinations necessary or advisable in
administering this Plan; (v) correct any defect, supply any omission and
reconcile any inconsistency in this Plan; and (vi) amend this Plan to reflect
changes in or interpretations of applicable law, rules or regulations. The
determination of the Board on all matters relating to the Plan and any amounts
payable thereunder shall be final, binding and conclusive on all parties; provided, however,
that following a Change in Control, notwithstanding anything in this Plan to
the contrary, any court, tribunal or arbitration panel that adjudicates any
dispute, controversy or claim arising between a Participant and the Company, or
any of their delegates or successors, in respect of a Participant’s Qualifying
Termination, will apply a de novo standard of review to any
determinations made by such person and such de novo standard
shall apply notwithstanding the grant of full discretion hereunder to any such
person or characterization of any such decision by such person as final, binding
or conclusive on any party. 


                    19.
Claims and Appeals.
Participants may submit claims for benefits by giving notice to the Company
pursuant to Section 12 of this Plan. If a Participant believes that he or she
has not received coverage or benefits to which he or she is entitled under the
Plan, the Participant may notify the Board in writing of a claim for coverage
or benefits. If the claim for coverage or benefits is denied in whole or in
part, the Board shall notify the applicant in writing of such denial within
thirty (30) days (which may be extended to sixty (60) days under special
circumstances), with such notice setting forth: (i) the specific reasons for
the denial; (ii) the Plan provisions upon which the denial is based; (iii) any
additional material or information necessary for the applicant to perfect his
or her claim; and (iv) the procedures for requesting a review of the denial.
Upon a denial of a claim by the Board, the Participant may: (i) request a
review of the denial by the Board or, where review authority has been so
delegated, by such other person or entity as may be designated by the Board for
this purpose; (ii) review any Policy documents relevant to his or her claim;
and (iii) submit issues and comments to the Board 


-15-





or its
delegate that are relevant to the review. Any request for review must be made
in writing and received by the Board or its delegate within sixty (60) days of
the date the applicant received notice of the initial denial, unless special
circumstances require an extension of time for processing. The Board or its
delegate will make a written ruling on the applicant’s request for review
setting forth the reasons for the decision and the Plan provisions upon which
the denial, if appropriate, is based. This written ruling shall be made within
thirty (30) days of the date the Board or its delegate receives the applicant’s
request for review unless special circumstances require an extension of time
for processing, in which case a decision will be rendered as soon as possible,
but not later than sixty (60) days after receipt of the request for review. All
extensions of time permitted by this Section 16 will be permitted at the sole
discretion of the Board or its delegate. If the Board does not provide the Participant
with written notice of the denial of his or her appeal, the Participant’s claim
shall be deemed denied. 


                    20.
Type of Policy. This Plan
is intended to be, and shall be interpreted as an unfunded employee welfare
plan under Section 3(1) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”) and
Section 2520.104-24 of the Department of Labor Regulations, maintained
primarily for the purpose of providing employee welfare benefits, to the extent
that it provides welfare benefits, and under Sections 201, 301 and 401 of
ERISA, as a plan that is unfunded and maintained primarily for the purpose of
providing deferred compensation, to the extent that it provides such
compensation, in each case for a select group of management or highly
compensated employees. 


                    21.
No Duplication of Benefits.
Except as otherwise expressly provided pursuant to this Plan, this Plan shall
be construed and administered in a manner which avoids duplication of
compensation and benefits which may be provided under any other plan, program,
policy, or other arrangement. In the event a Participant is covered by any
other plan, program, policy, individually negotiated agreement or other
arrangement, in effect as of his or her Date of Termination, that may duplicate
the payments provided in Sections 4 or 5, as applicable, the Company is
specifically empowered to reduce or eliminate the duplicative benefits provided
for under the Plan. In taking such action, the Company will be guided by the
principles that (1) such a Participant will otherwise be treated, for the
purpose of the Sections specified above, no more or no less favorably than are
other Participants who are not covered by such other plan, program, policy,
individually negotiated agreement or other arrangement and (2) the provisions
of such other plan, program, policy, individually negotiated agreement or other
arrangement (including, but not limited to, a special individual pension, a
special deferral account and/or a special equity based grant) which are not
duplicative of the payments provided in Sections 4 or 5, as applicable, will
not be considered in determining elimination and/or reductions in Plan
benefits. 


-16-





                    22.
Nonassignability. Benefits
under the Plan may not be assigned by the Participant. The terms and conditions
of the Plan shall be binding on the successors and assigns of the Company. 


                    23.
Effective Date. The Plan
shall be effective as of May 3, 2006. 


-17-









	
  

 	
  

 
	
 Schedule A

 
	
  

 	
  

 
	
 Robert A.
 Hagemann

 	
 Senior Vice
 President and Chief Financial Officer

 
	
  

 	
  

 
	
 Joan E.
 Miller, Ph.D.

 	
 Senior Vice
 President for Pathology and Hospital Services

 
	
  

 	
  

 
	
 Michael E.
 Prevoznik

 	
 Senior Vice
 President and General Counsel

 
	
  

 	
  

 
	
 Wayne R.
 Simmons

 	
 Vice
 President, Operations

 













	
  

 	
  

 
	
 Schedule B

 
	
  

 	
  

 
	
 Jon R.
 Cohen, M.D.

 	
 Senior Vice
 President, Chief Medical Officer

 










Appendix A 

Additional Reimbursement Payments by the Company –

Schedule A Participants ONLY


                    (a)
Anything in this Plan to the contrary notwithstanding, in the event it
shall be determined that any payment, award, benefit or distribution (or any
acceleration of any payment, award, benefit or distribution) by the Company (or
any of its affiliated entities) or any entity which effectuates a Change in
Control (or any of its affiliated entities) to or for the benefit of the
Participant (whether pursuant to the terms of this Plan or otherwise, but
determined without regard to any additional payments required under this
Appendix A) (the “Payments”)
would be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the “Code”),
or any interest or penalties are incurred by the Participant with respect to
such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company shall
pay to the Participant an additional payment (a “Reimbursement Payment”) in an amount such that
after payment by the Participant of all taxes (including any Excise Tax)
imposed upon the Reimbursement Payment, the Participant retains an amount of
the Reimbursement Payment equal to the Excise Tax imposed upon the Payments.
For purposes of determining the amount of the Reimbursement Payment, the
Participant shall be deemed to (i) pay federal income taxes at the highest
marginal rates of federal income taxation for the calendar year in which the
Reimbursement Payment is to be made and (ii) pay applicable state and
local income taxes at the highest marginal rate of taxation for the calendar
year in which the Reimbursement Payment is to be made, net of the maximum
reduction in federal income taxes which could be obtained from deduction of
such state and local taxes.


                    Notwithstanding
the foregoing provisions of this Appendix A, if it shall be determined
that the Participant is entitled to a Reimbursement Payment, but that the
Payments would not be subject to the Excise Tax if the Payments were reduced by
an amount that is no more than 5% of the portion of the Payments that would be
treated as “parachute payments” under Section 280G of the Code, then the
cash payments payable to the Participant under this Plan shall be reduced (but
not below zero) to the maximum amount that could be paid to the Participant
without giving rise to the Excise Tax (the “Safe Harbor Cap”), and no Reimbursement Payment shall be
made to the Participant. The reduction of the cash payments payable hereunder,
if applicable, shall be made by reducing the cash payments in the order in
which they are written under Section 4 or 5, as applicable. For purposes
of reducing the Payments to the Safe Harbor Cap, only the cash payments payable
under this Plan (and no other Payments) shall be reduced. If the reduction of
the cash payments payable hereunder would not result in a reduction of the
Payments to the Safe Harbor Cap, no cash payments payable under this Plan shall
be reduced pursuant to this provision.


                    (b)
Subject to the provisions of Paragraph (a), all determinations
required to be made under this Appendix A, including whether and when a


App. A-1





Reimbursement Payment is required, the amount of such
Reimbursement Payment, the amount of any Option Redetermination (as defined
below), the reduction of the Payments to the Safe Harbor Cap and the
assumptions to be utilized in arriving at such determinations, shall be made by
a public accounting firm that is retained by the Company as of the date
immediately prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supporting
calculations both to the Company and the Participant within fifteen (15)
business days of the receipt of notice from the Company or the Participant that
there has been a Payment, or such earlier time as is requested by the Company
(collectively, the “Determination”).
For the avoidance of doubt, the Accounting Firm may use the Option
Redetermination amount in determining the reduction of the Payments to the Safe
Harbor Cap. Notwithstanding the foregoing, in the event (i) the Board
shall determine prior to the Change in Control that the Accounting Firm is precluded
from performing such services under applicable auditor independence rules or
(ii) the Audit Committee of the Board determines that it does not want the
Accounting Firm to perform such services because of auditor independence
concerns or (iii) the Accounting Firm is serving as accountant or auditor
for the person(s) effecting the Change in Control, the Board shall appoint
another nationally recognized public accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Company, and the Company shall enter into any agreement
reasonably requested by the Accounting Firm in connection with the performance of
the services hereunder. The Reimbursement Payment under this Appendix A with
respect to any Payments shall be made no later than thirty (30) days following
such Payment. If the Accounting Firm determines that no Excise Tax is payable
by a Participant, it shall furnish the Participant with a written opinion to
such effect, and to the effect that failure to report the Excise Tax, if any,
on the Participant’s applicable federal income tax return will not result in
the imposition of a negligence or similar penalty. In the event the Accounting
Firm determines that the Payments shall be reduced to the Safe Harbor Cap, it
shall furnish the Participant with a written opinion to such effect. The
Determination by the Accounting Firm shall be binding upon the Company and the
Participant.


                    As
a result of the uncertainty in the application of Section 4999 of the Code
at the time of the Determination, it is possible that Reimbursement Payments
which will not have been made by the Company should have been made (“Underpayment”) or Reimbursement
Payments are made by the Company which should not have been made (“Overpayment”), consistent with the
calculations required to be made hereunder. In the event the amount of the
Reimbursement Payment is less than the amount necessary to reimburse the
Participant for the Excise Tax,
the Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment (together with interest at the rate provided
in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the
Company to or for the benefit of the Participant (but in any event no later
than by the end of the Participant’s taxable year next following the
Participant’s taxable year in which the Underpayment of Excise Tax is remitted).
In the event the amount of the


App. A-2





Reimbursement Payment exceeds the amount necessary to
reimburse the Participant for the Excise
Tax, the Accounting Firm shall determine the amount of the Overpayment that has
been made and any such Overpayment (together with interest at the rate provided
in Section 1274(b)(2) of the Code) shall be promptly paid by the
Participant (to the extent the Participant has received a refund if the
applicable Excise Tax has been paid to the Internal Revenue Service) to or for
the benefit of the Company. The Participant shall cooperate, to the extent his
or her expenses are reimbursed by
the Company, with any reasonable requests by the Company in connection with any
contests or disputes with the Internal Revenue Service in connection with the
Excise Tax. In the event that the Company makes a Reimbursement Payment to the
Participant and subsequently the Company determines that the value of any
accelerated vesting of stock options held by the Participant shall be redetermined
within the context of Treasury Regulation §1.280G -1 Q/A 33 (the “Option Redetermination”), the
Participant shall (i) file with the Internal Revenue Service an amended
federal income tax return that claims a refund of the overpayment of the Excise
Tax attributable to such Option Redetermination and (ii) promptly pay the
refunded Excise Tax to the
Company; provided that the
Company shall pay on a current basis all reasonable professional fees incurred
in the preparation of the Participant’s amended federal income tax return. If
the Option Redetermination occurs in the same year that the Reimbursement
Payment is included in the Participant’s taxable income, then in addition to
returning the refund to the Company, the Participant will also promptly return to
the Company any tax benefit realized by the return of such refund and the
return of the additional tax benefit payment (all determinations pursuant to
this sentence shall be made by the Accounting Firm). In the event that the cash
payments payable to the Participant under this Plan were reduced pursuant to
the second paragraph of Paragraph (a) and subsequently the Participant
determines there has been an Option Redetermination that reduces the value of
the Payments attributable to such options, the Company shall pay to the
Participant (on the first business day of the calendar year following the year
the Option Redetermination is made) any cash payments payable under this Plan
that were not previously paid solely as a result of the second paragraph of Paragraph (a)
up to the Safe Harbor Cap plus interest, from the date the Participant files
the amended return as provided above, at the 3 month Treasury Bill rate.


App. A-3





Exhibit A


FORM
OF SEPARATION AGREEMENT AND RELEASE

(HEREIN “AGREEMENT”)


                    Quest
Diagnostics Incorporated (the “Company”) and _______________ (“Executive”)
agree as follows:


                    1.
Executive’s employment with the Company will terminate effective [Date].


                    2.
Executive agrees to make himself reasonably available to the Company to respond
to requests by the Company for information concerning litigation, regulatory
inquiry or investigation, involving facts or events relating to the Company
that may be within his knowledge. Executive will cooperate fully with the
Company in connection with any and all future litigation or regulatory
proceedings brought by or against the Company to the extent the Company
reasonably deems Executive’s cooperation necessary. Executive will be entitled
to reimbursement of reasonable out-of-pocket expenses (not including counsel
fees) incurred in connection with fulfilling his obligations under this
Section 2.


                    3.
In consideration of Executive’s undertakings herein, the Company will pay an
amount equal to $____________ in accordance with Section 4 of the
Company’s Executive Severance Plan (the “Severance Plan”), less required
deductions (including, but not limited to, federal, state and local tax
withholdings) as separation/severance pay (the “Severance Payment”). The
Severance Payment will be paid in accordance with the Severance Plan. Payment
of the Severance Payment is contingent upon the execution of this Agreement by
Executive and Executive’s compliance with all terms and conditions of this
Agreement and the Severance Plan. Executive agrees that if this Agreement does
not become effective, the Company shall not be required to make any further
payments to Executive pursuant to this Agreement or the Severance Plan and
shall be entitled to recover all payments already made by it (including
interest thereon).


                    4.
Executive understands and agrees that any amounts that Executive owes the
Company, including any salary or other overpayments related to Executive’s
employment with the Company, will be offset and deducted from Executive’s final
paycheck from the Company. Executive specifically authorizes the Company to
offset and deduct any such amounts from his final paycheck. Executive agrees
and acknowledges that, to the extent the amount of Executive’s final paycheck
is not sufficient to repay the full amount that Executive owes to the Company,
if any, the full remaining amount owed to the Company, if any, will be offset
and deducted from the amount of the Severance Payment. Executive specifically
authorizes the Company to offset and deduct any such amounts from his Severance
Payment.


Exh. A-1





                    5.
Executive agrees that, after payment of Executive’s final paycheck on [Date] and the Severance Payment, Executive
will have received all compensation and benefits that are due and owing to
Executive by the Company, including but not limited to salary, vacation pay,
bonus, commissions and incentive/override compensation but excluding any
benefits or services provided pursuant to Sections 4(e) and 4(f) of the
Severance Plan.


                    6.
Executive represents that he has returned to the Company all property or
information, including, without limitation, all reports, files, memos, plans,
lists, or other records (whether electronically stored or not) belonging to the
Company or its affiliates, including copies, extracts or other documents
derived from such property or information. Executive will immediately forfeit
all rights and benefits under this Agreement and the Severance Plan, including,
without limitation, the right to receive any Severance Payment if Executive,
directly or indirectly, at any time (i) discloses to any third party or
entity any trade secrets or other proprietary or confidential information
pertaining to the Company or any of its affiliates or uses such secrets or
information without the prior written consent of the General Counsel of the
Company or (ii) takes any actions or makes or publishes any statements,
written or oral, or instigates, assists or participates in the making or
publication of any such statements which libel, slander or disparage the
Company or any of its past or present directors, officers or employees. Nothing
in this Agreement shall prevent or prohibit Executive or the Company from responding
to an order, subpoena, other legal process or regulatory inquiry directed to
them or from providing information to or making a filing with a governmental or
regulatory body. Executive agrees that upon learning of any order, subpoena or
other legal process seeking information that would otherwise be prohibited from
disclosure under this Agreement, he will promptly notify the Company, in
writing, directed to the Company’s General Counsel. In the event disclosure is
so required, Executive agrees not to oppose any action by the Company to seek
or obtain a protective order or other appropriate remedy.


                    7.
Executive agrees that Executive’s Employment and Confidentiality Agreement (the
“Employment and Confidentiality Agreement”) shall continue to be in full force
and effect, including but not limited to all non-competition and
non-solicitation provisions contained therein.


                    8.
Executive hereby represents that he has not filed any action, complaint,
charge, grievance or arbitration against the Company or any of its affiliates
in connection with any matters relating, directly or indirectly, to his
employment, and covenants and agrees not to file any such action, complaint or
arbitration or commence any other judicial or arbitral proceedings against the
Company or any of its affiliates with respect to events occurring prior to the
termination of his employment with the Company or any affiliates thereof.


                    9.
Effective on [Date], the Company
will cease all health benefit coverage and other benefit coverage for
Executive.


Exh. A-2





                    10.
GENERAL RELEASE – Effective as of the Effective Date, and in return for
the consideration set forth above, Executive agrees not to sue or file any
action, claim, or lawsuit against the Company, agrees not to pursue, seek to
recover or recover any alleged damages, seek to obtain or obtain any other form
of relief or remedy with respect to, and cause the dismissal or withdrawal of,
any lawsuit, action, claim, or charge against the Company, and Executive agrees
to waive all claims and release and forever discharge the Company, its
officers, directors, subsidiaries, affiliates, parents, attorneys, shareholders
and employees from any claims, demands, actions, causes of action or
liabilities for compensatory damages or any other relief or remedy, and
obligations of any kind or nature whatsoever, based on any matter, cause or
thing, relating in any way, directly or indirectly, to his employment, from the
beginning of time through the Effective Date of this Agreement, whether known
or unknown, fixed or contingent, liquidated or unliquidated, and whether
arising from tort, statute, or contract, including, but not limited to, any
claims arising under or pursuant to the California Fair Employment and Housing
Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of
1871, the Civil Rights Act of 1991, the Americans with Disabilities Act, the
Rehabilitation Act, the Family and Medical Leave Act of 1993, the Occupational
Safety & Health Act, the Employee Retirement Income Security Act of 1974,
the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and
Retraining Notification Act, the Fair Labor Standards Act, the Age
Discrimination in Employment Act of 1967 (“ADEA”), New York State Labor Law,
New York State Human Rights Law, New York Human Rights Law, and any other
state, federal, city, county or local statute, rule, regulation, ordinance or
order, or the national or local law of any foreign country, any claim for
future consideration for employment with the Company, any claims for attorneys’
fees and costs and any employment rights or entitlement law, and any claims for
wrongful discharge, intentional infliction of emotional distress, defamation, libel
or slander, payment of wages, outrageous behavior, breach of contract or any
duty allegedly owed to Executive, discrimination based upon race, color,
ethnicity, sex, age, national origin, religion, disability, sexual orientation,
or another unlawful criterion or circumstance, and any other theory of
recovery. It is the intention of the parties to make this release as broad and
as general as the law permits.


                    [Executive
acknowledges that he is aware of, has read, has had explained to him by his
attorneys, understands and expressly waives any and all rights he has or may
have under Section 1542 of the California Civil Code, which provides as
follows:


	
  

 	
  

 	
  

 
	
  

 	
 “A general release does not extend to claims which
 the creditor does not know or suspect to exist in his or her favor at the
 time of executing the release, which if known by him must have materially
 affected his or her settlement with the debtor.”]1

 	
  

 






	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 1

 	
 Include bracketed language for California employees.

 


Exh. A-3





                    11.
Executive acknowledges that he may later discover facts different from or in
addition to those which he knows or believes to be true now, and he agrees
that, in such event, this Agreement shall nevertheless remain effective in all
respects, notwithstanding such different or additional facts or the discovery
of those facts.


                    12.
This Agreement may not be introduced in any legal or administrative proceeding,
or other similar forum, except one concerning a breach of this Agreement or the
Severance Plan.


                    13.
Executive acknowledges that Executive has made an independent investigation of
the facts, and does not rely on any statement or representation of the Company
in entering into this Agreement, other than those set forth herein.


                    14.
Executive agrees that, without limiting the Company’s remedies, should he
commence, continue, join in, or in any other manner attempt to assert any claim
released in connection herewith, or otherwise violate in a material fashion any
of the terms of this Agreement, the Company shall not be required to make any
further payments to the Executive pursuant to this Agreement or the Severance
Plan and shall be entitled to recover all payments already made by it (including
interest thereon), in addition to all damages, attorneys’ fees and costs the
Company incurs in connection with Executive’s breach of this Agreement.
Executive further agrees that the Company shall be entitled to the repayments
and recovery of damages described above without waiver of or prejudice to the
release granted by him in connection with this Agreement, and that his
violation or breach of any provision of this Agreement shall forever release
and discharge the Company from the performance of its obligations arising from
the Agreement.


                    15.
Executive has been advised and acknowledges that he has been given forty-five
(45) days to sign this Agreement, he has seven (7) days following his signing
of this Agreement to revoke and cancel the terms and conditions contained
herein, and the terms and conditions of this Agreement shall not become
effective or enforceable until the revocation period has expired (the
“Effective Date”).


                    16.
Executive acknowledges that Executive has been advised hereby to consult with,
and has consulted with, an attorney of his choice prior to signing this
Agreement.


                    17.
Executive acknowledges that Executive has fully read this Agreement,
understands the contents of this Agreement, and agrees to its terms and
conditions of his own free will, knowingly and voluntarily, and without any
duress or coercion.


                    18.
Executive understands that this Agreement includes a final general release, and
that Executive can make no further claims against the Company or the persons
listed in Section 10 of this Agreement relating in any way, directly or
indirectly, to his employment. Executive also understands that this Agreement
precludes Executive


Exh. A-4





from recovering any damages or other relief as a
result of any lawsuit, grievance, charge or claim brought on Executive’s behalf
against the Company or the persons listed in Section 10 of this Agreement.


                    19.
Executive acknowledges that Executive is receiving adequate consideration (that
is in addition to what Executive is otherwise entitled to) for signing this
Agreement.


                    20.
This Agreement and the Severance Plan constitute the complete understanding
between Executive and the Company regarding the subject matter hereof and
thereof. No other promises or agreements regarding the subject matter hereof
and thereof will be binding unless signed by Executive and the Company.


                    21.
Executive and the Company agree that all notices or other communications
required or permitted to be given under the terms of this Agreement shall be
given in accordance with Section 9 of the Severance Plan.


                    22.
Executive and the Company agree that any disputes relating to any matters
covered under the terms of this Agreement shall be resolved in accordance with
Section 10 of the Severance Plan.


                    23.
By entering into this Agreement, the Company does not admit and specifically
denies any liability, wrongdoing or violation of any law, statute, regulation
or policy, and it is expressly understood and agreed that this Agreement is
being entered into solely for the purpose of amicably resolving all matters of
any kind whatsoever between Executive and the Company.


                    24.
In the event that any provision or portion of this Agreement shall be
determined to be invalid or unenforceable for any reason, the remaining
provisions or portions of this Agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by law.


                    25.
The respective rights and obligations of the parties hereunder shall survive
any termination of this Agreement to the extent necessary for the intended
preservation of such rights and obligations.


                    26.
Unless expressly specified elsewhere in this Agreement, this Agreement shall be
governed by and construed and interpreted in accordance with the laws of the
State of New York without reference to the principles of conflict of law.


Exh. A-5





                    27.
This Agreement may be executed in one or more counterparts.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Company

 	
  

 	
 Executive

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date:

 	
  

 	
 Date:

 


Exh. A-6