Exhibit 10.22
QUEST DIAGNOSTICS INCORPORATED
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
FOR DIRECTORS
(As amended as of October 31,
2008)
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Section 1.
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Effective Date
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The effective date of the Plan is
January 1, 1997.
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.
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Section 3.
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Deferred Compensation
Accounts
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There shall be established for
each participant a deferred compensation account or accounts in the
participant’s name.
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Section 4.
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Amount of
Deferral
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(a) Cash Compensation . A
participant may elect to defer receipt, for any calendar year, 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.
(b) Stock Awards . A
deferral election may also be made in respect of all or any portion
of any Stock Awards (as such term is defined in the
Corporation’s Long-Term Incentive Plan for Non-Employee
Directors (the “Incentive Plan”)) granted to the
participant under the Incentive Plan for serving on the Board of
Directors of the Corporation and Committees of the Board of
Directors. No deferral may be made with respect to stock options
granted under the Incentive Plan.
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Section 5.
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Notional Investment of
Deferred Amounts
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(a) General . A
participant may designate, in increments of 10%, the cash
compensation to be deferred or cash compensation already deferred
to be allocated to a cash account and a market value account or any
combination of such accounts. Any such designation may be made no
later than the 15th day of December of any calendar year to be
effective on the January 1 following such
notification.
(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 for each calendar quarter at a rate equal to
the prime rate of Citibank, N.A. in effect on the first date of
such calendar quarter.
(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 market value 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. All units
in the market value account shall be rounded to the nearest 0.01 of
a whole share of the Corporation’s Common Stock.
(d) Re-allocation between Cash
Account and Market Value Account . A participant may reallocate
the manner (i.e., between the cash account and market value
account) in which future cash compensation is to be deferred by
notice given no later than 45 days prior to the date that cash
compensation would otherwise have been paid. In addition, a
participant may re-allocate any balances held in the cash account
to the market value account (or any balances held in the market
value account to the cash account) as of the last day of a calendar
quarter by notice given no later than 45 days prior to the
last date of such calendar quarter. In such event, the value of the
units in the participant’s market value account shall be
determined by reference to the Market Value on the last day of such
calendar quarter or on the trading day next preceding such date if
such date is not a trading day.
(e) Stock Awards . A
participant may designate, in increments of 10%, the Stock Awards
to be deferred and credited to the participant’s stock award
account. Any such designation must be made no later than the 15th
day of December of any calendar year, to be effective with respect
to Stock Awards granted in the following calendar year. On each
date that the Corporation pays a regular cash dividend on shares of
its Common Stock outstanding, the participant’s cash account
shall be credited with the amount of such dividend.
(f) Recapitalization . The
number of units in the participant’s market value account and
the number of Stock Awards in the participant’s stock award
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.
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Section 6.
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Period of
Deferral
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A participant may elect to defer
receipt of compensation either (a) until a specified year in
the future or (b) until the participant’s termination of
service as a Director of the Corporation or
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(c) on the first to occur of
(a) or (b). If alternative (a) is elected, actual payment will
be made or will commence on the first business day of t
