Exhibit 10.30
QUEST DIAGNOSTICS INCORPORATED
EMPLOYEES STOCK PURCHASE PROGRAM
(As extended through December 31, 2006)
The purpose of the Employees Stock Purchase Program (the "Program") of
Quest Diagnostics Incorporated (the "Corporation") is to provide to employees an
ongoing opportunity to purchase shares of Common Stock of the Corporation
("Common Stock"). No offering hereunder shall be made which shall extend beyond
December 31, 2006. Two million (2,000,000) shares in the aggregate have been
approved for this purpose.
1. Administration. The Plan will be administered by a committee
appointed by the Board of Directors, consisting of at least three employees (the
"Committee"). Members of the Committee shall be eligible to participate in the
Program on the same terms as other employees. The Committee will have authority
to make rules and regulations for the administration of the Program and its
interpretations and decisions with regard thereto shall be final and conclusive.
2. Eligibility. Such groups of employees of the Corporation or its
subsidiaries as may from time to time be designated by the Committee will be
eligible to participate in the Program, in accordance with such rules as may be
prescribed from time to time by the Committee. No employee can participate in
the Program if such employee would, immediately after participating in the
Program, own stock possessing five percent or more of the total combined voting
power or value of all classes of stock of the Corporation or of its parent or
subsidiary corporations.
3. Offerings. The Corporation shall make during each calendar quarter
or such other period as the Committee may determine (such quarter or other
period being an "Offering Period"), an offering to such employees to purchase
shares of Common Stock under the Program.
4. Participation. An employee eligible pursuant to Section 2 above on
the first day of any Offering Period may participate in such offering by
completing and forwarding by a date, selected by the Committee, prior to such
Offering Period a payroll deduction authorization form to the employee's
appropriate payroll location. The employee will authorize a regular payroll
deduction from his regular compensation and will specify the date on which such
deduction is to commence, which may not be retroactive. If the Committee so
determines, the employee may also specify whether he wishes deductions to be
made from such non-fixed, bonus compensation as he may receive from time to
time.
5. Deductions. The Corporation will maintain payroll deduction accounts
on its books for all participating employees. With respect to any offering made
under the Program, an employee may authorize a payroll deduction in terms of
whole number of dollars, but not in excess of a maximum of (a) 10% of the
compensation an employee receives during the Offering
Period (or during such portion thereof as an employee may elect to participate)
or (b) such lesser amount as is determined by the Committee.
6. Deduction Changes. The employee may at any time stop (but not
increase or decrease) the employee's payroll deduction by filing a new payroll
deduction authorization form. The cessation of contributions shall become
effective as soon as possible after receipt of the form. The employee may
thereafter begin participation again only during the next Offering Period. A
payroll deduction may not be increased or reduced during any Offering Period.
7. Interest. The Corporation shall not credit employee accounts with
interest.
8. No Withdrawal of Funds. Once an employee has begun participation in
any Offering Period, he may stop his payroll deductions but, except as provided
in Section 13, may not withdraw any cash balance accumulated in his account.
9. Purchase of Shares. Each employee participating in any offering
under the Program will be granted an opportunity to purchase, upon the effective
date of such offering, as many shares of Common Stock as may be purchased with
the funds that the participating employee elects to withhold pursuant to Section
5 above.
The purchase price for each share purchased will be 85% of the market
price on either the first or last business day of any Offering Period (whichever
price is lower). As of the last day of Offering Period, the account of each
participating employee shall be totaled and funds in the employee's account as
of that date shall be used to purchase Common Stock. The employee shall be
deemed to have exercised an option to purchase such shares at such price and the
employee's account shall be charged for the amount of the purchase. Subsequent
shares purchased by the employee will be purchased in the same manner, subject
to funds having again been deposited in the employee's account.
10. Registration of Certificates. It is anticipated that shares of
Common Stock purchased by the employee shall be held by a third party agent in
an investment account established for the employee and that, unless special
arrangements are made to the contrary, any dividends paid on shares of Common
Stock purchased under the Program will be reinvested.
Upon request by the employee to the third party agent or the
Corporation, certificates for whole shares will be delivered to the employee.
Fractional shares will not be delivered.
Certificates when issued may be registered only in the name of the
employee, or, if the employee so indicates on the employee's payroll deduction
authorization form, in the employee's name jointly with a member of the
employee's family, with right of survivorship. An employee who is a resident of
a jurisdiction which does not recognize such a joint tenancy may have
certificates registered in the employee's name as tenant in common or as
community property with a member of the employee's family, without right of
survivorship.
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11. Definitions. The phrase "market price" means the closing price of
Common Stock on a given day as reported in the Wall Street Journal or, if no
sales of Common Stock were made on that day, the closing price of stock on the
next preceding day on which sales were made.
The term "subsidiary" means a subsidiary of the Corporation within the
meaning of Section 424(f) of the Internal Revenue Code of 1986 and the
regulations promulgated thereunder; provided, however, that the Program shall
not be deemed to cover the employees of any subsidiary unless so authorized by
the Committee.
12. Rights as a Stockholder. None of the rights or privileges of a
stockholder of the Corporation shall exist with respect to shares purchased
under the Program unless and until ownership of such shares shall have been
appropriately evidenced on the Corporation's books.
13. Rights on Retirement, Death, or Termination of Employment. In the
event of a participating employee's retirement, death, or termination of
employment, no payroll deduction shall be taken with respect to any severance,
life insurance or other similar payments due to such employee but, pursuant to
the employee's payroll deduction authorization form, a payroll deduction will be
made with respect to regular compensation due for the period prior to the
participating employee's retirement, death or termination of employment. In the
event of an employee's death and upon the request of his estate but subject to
the approval of the Committee, the balance in the deceased employee's account
shall be paid to the employee's estate rather than utilized to purchase shares
of Common Stock .
14. Rights Not Transferable. Rights under the Program are not
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during the employee's lifetime
only by the employee.
15. Application of Funds. All funds received or held by the Corporation
under the Program may be used for any corporate purpose.
16. Adjustment in Case of Changes Affecting Common Stock. In the event
of a subdivision of outstanding shares, or the payment of a stock dividend, the
number of shares approved for the Program, and the share limitations contained
herein, shall be increased proportionately, and such other adjustment shall be
made as may be deemed equitable by the Board of Directors. In the event of any
other change affecting Common Stock, such adjustment shall be made as may be
deemed equitable by the Board of Directors to give proper effect to such event.
17. Amendment of the Plan. The Board of Directors may at any time, or
from time to time, amend the Program in any respect, except that, without the
approval of a majority of the shares of capital stock of the Corporation present
at a meeting notice for which included such purpose, no amendment shall be made
(i) increasing the number of shares approved for the Program (other than as
provided in Section 16), (ii) decreasing the purchase price per share, or (iii)
changing the designation of subsidiaries eligible to participate in the Program.
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18. Termination of the Plan. The Program and all rights of employees
under any offering hereunder shall terminate:
(a) on the day that participating employees become entitled to
purchase a number of shares greater than the number of shares remaining
available for purposes provided, however, if the number of shares so
purchasable is greater than the shares remaining available, the
available shares shall be allocated by the Committee among such
participating employees in such manner as it deems fair; or
(b) at any earlier time, at the discretion of the Board of
Directors.
No offering hereunder shall be made which shall extend beyond December
31, 2001. Upon termination of the Program all amounts in the accounts of
participating employees shall be carried forward into the employee's payroll
deduction account under a successor program, if any, or promptly refunded.
19. Governmental Regulations. The Corporation's obligation to sell and
deliver shares of Common Stock under the Program is subject to the approval of
any governmental authority required in connection with the authorization,
issuance, or sale of such stock.
20. Share Purchases. Purchases of outstanding shares may be made
pursuant to and on behalf of the Program, upon such terms as the Board of
Directors of the Corporation may approve, for delivery under the Program.
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