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Exhibit 10.2
QUEST DIAGNOSTICS INCORPORATED
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
FOR DIRECTORS
(As amended as of May 13, 2003)
Section 1. Effective Date
The effective date of the Plan is January 1, 1997.
Section 2. Eligibility
Any Director of Quest Diagnostics Incorporated (the "Corporation") who is not an
officer or employee of the Corporation or a subsidiary thereof is eligible to
participate in the Plan.
Section 3. Deferred Compensation Accounts
There shall be established for each participant a deferred compensation account
or accounts in the participant's name.
Section 4. Amount of Deferral
A participant may elect to defer receipt, beginning in any calendar quarter and
for a period of at least four consecutive quarters, all or any portion of the
cash compensation payable to the participant for serving on the Board of
Directors of the Corporation and Committees of the Board of Directors.
Section 5. Investment of Deferred Amounts
(a) General. A participant may designate, in increments of 10%, the compensation
to be deferred or compensation already deferred to be allocated to a cash
account and a market value account or any combination of such accounts. Any
change in such designation may be made no later than the 15th day of each March,
June, September and December during the deferral period to be effective on the
date next following such notification that compensation would have been paid in
accordance with the Corporation's normal practice but for the election to defer.
(b) Cash Account. The amount, if any, in the participant's deferred compensation
cash account shall be credited with interest, to be compounded quarterly,
calculated prospectively at a rate equal to the prime rate of Citibank, N.A. in
effect on the date compensation would have been paid.
(c) Market Value Account. The amount, if any, in or allocated to the
participant's deferred compensation market value account on each date
compensation would have been paid in accordance with the Corporation's normal
practice but for the election to defer shall be expressed in units, the number
of which shall be equal to such amount divided by the closing price of shares of
the Corporation's Common Stock as reported in The Wall Street Journal
(hereinafter referred to as "Market Value") on such date or on the trading day
next preceding such date if such date is not a trading day. On each date that
the Corporation pays a regular cash dividend on shares of its Common Stock
outstanding, the participant's account shall be credited with a number of units
equal to the amount of such dividend per share multiplied by the number of units
in the participant's account on such date divided by the Market Value on such
dividend date or on the trading day next preceding such date if the dividend
payment date is not a trading day. The value of the units in the participant's
market value account on any given date shall be determined by reference to the
Market Value on such date.
(d) Recapitalization. The number of units in the participant's market value
account shall be proportionally adjusted for any increase or decrease in the
number of issued shares of Common Stock of the Corporation resulting from a
subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend or other increase or decrease in such shares
effected without receipt of consideration by the Corporation, or any
distribution or spin-off of assets (other than cash) to the stockholders of the
Corporation.
Section 6. Period of Deferral
A participant may elect to defer receipt of compensation either (a) until a
specified date in the future or (b) until the participant's termination of
service as a Director of the Corporation. If alternative (a) is elected, actual
payment will be made or will commence within sixty days after the date
specified. If alternative (b) is elected, payment will be made or will commence
within sixty days after termination of services as a Director of the
Corporation.
Section 7. Form of Payment
A participant may elect to receive the compensation deferred under the Plan in
either (a) a lump sum or (b) a number of annual installments as specified by the
participants. All amounts in the participant's cash and market value accounts
shall be paid in cash.
Section 8. Death or Disability Prior to Receipt
In the event that a participant dies or becomes totally and permanently disabled
prior to receipt of any or all of the amounts payable to the participant
pursuant to the Plan, any amounts remaining in the participant's deferred
compensation account may be paid to his/her estate or personal representative in
a lump sum within sixty (60) days following the Corporation's notification of
the participant's death or disability.
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Section 9. Time of Election of Deferral
An election to defer compensation may be made by a nominee for election as a
Director prior to, or concurrently with the nominee's election for, the term for
which the nominee is being elected; and may be made by a person then currently
serving as a Director for a period specified in Section 4, which election shall
be effective as of the beginning of the next calendar quarter provided that the
election is filed no later than fifteen days before the beginning of such
calendar quarter.
Section 10. Manner of Electing Deferral
A participant may elect to defer compensation by giving written notice to the
Secretary of the Corporation on a form provided by the Corporation, which notice
shall include the amount to be deferred, the accounts to which such amounts are
to be allocated and the percentage (in increments of 10%) of such amounts to be
allocated to each account, the period of deferral, and the form of payment,
including the number of installments.
Section 11. Effect of Election
An election to defer compensation shall be irrevocable once the calendar quarter
to which it applies has commenced, and may be revoked or modified only upon
demonstration of substantial and prolonged hardship and with the concurrence of
the Chairman of the Board of the Corporation. An election may be revoked or
modified with respect to any future calendar quarter(s) by notifying the
Secretary of the Corporation in writing at least fifteen (15) days prior to the
commencement of such calendar quarter; provided, however, that no election may
be revoked, absent a demonstration of hardship as provided in the preceding
sentence, unless the election has been in effect for at least four consecutive
calendar quarters.
Section 12. Participant's Rights Unsecured
The right of any participant to receive future payments under the provisions of
the Plan shall be an unsecured claim against the general assets of the
Corporation.
Section 13. Statement of Accounts
Statements will be sent to each participant by April 1st of each year as to the
value of the participant's deferred compensation accounts as of the end of the
preceding December.
Section 14. Assignability
No right to receive payments hereunder shall be transferable or assignable by a
participant, except by will or by the laws of descent and distribution. The
participant may not sell, assign, transfer, pledge or otherwise encumber any
interest in the participant's deferred compensation account and any attempt to
do so shall be void against, and shall not be recognized by, the Corporation.
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Section 15. Administration
The Plan shall be administered by the Secretary and the General Counsel of the
Corporation, who together shall have the authority to adopt rules and
regulations for carrying out the Plan and interpret, construe and implement the
provisions of the Plan.
Section 16. Amendment
The Plan may at any time or from time to time be amended, modified or terminated
by the Corporation. No amendment, modification or termination shall, without the
consent of the participant, adversely affect accruals in such participant's
deferred compensation account.
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FORM OF ELECTION
QUEST DIAGNOSTICS INCORPORATED
DEFERRED COMPENSATION PLAN FOR DIRECTORS
Leo C. Farrenkopf, Jr.
Secretary
In accordance with the terms of the Deferred Compensation Plan for Directors
(the "Plan"), I hereby elect to defer compensation payable to me as a Director
of Quest Diagnostics Incorporated as indicated below:
1. AMOUNT TO BE DEFERRED (check one)
a) All compensation received as a Director ______
b) A portion of compensation received as a Director ______
(Indicate amount)
2. ACCOUNTS TO WHICH DEFERRED AMOUNTS ARE TO BE ALLOCATED
a) Cash account ______%
b) Market value account ______%
NOTE: Entries must be in multiples of 10% and
must total: 100%
3. PERIOD OF DEFERRAL (complete and check one)
a) For the calendar quarters beginning _____________
and ending _________ ______
b) Beginning ______________ and until the termination
of my services as a Director of the Company ______
4. DISTRIBUTION ELECTION (complete and check one)
a) Specify year in future in which payments should be
made or commence ______
b) Upon termination of service as a Director ______
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5. FORMS OF PAYMENT OF DEFERRED COMPENSATION PLUS INTEREST
CREDITED THEREON (check one)
a) In one lump sum ______
b) In annual installments (number of annual
installments requested) ______
I understand that in the event of my death or total and permanent disability
prior to receipt of all amounts payable to me pursuant to the Plan, the balance
shown in my Deferred Compensation Account may be paid to my estate or to my
personal representative in a lump sum.
I understand that an election to defer compensation shall be irrevocable once
the calendar quarter to which it applies has commenced, and may be revoked or
modified only upon demonstration of substantial and prolonged hardship and with
the concurrence of the Chairman of the Board of Quest Diagnostics Incorporated.
I further understand that an election may be revoked or modified with respect to
any future calendar quarter(s) by notifying the Secretary of the Corporation in
writing at least fifteen (15) days prior to the commencement of such calendar
quarter; provided, however, that no election may be revoked, absent a
demonstration of hardship as provided in the preceding sentence, unless the
election has been in effect for at least four consecutive calendar quarters.
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(Date) (Director)
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