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Exhibit 10.41
AMENDMENT DATED AS OF AUGUST 17,
2007 TO THE
AMERIPATH GROUP HOLDINGS, INC. 2006 STOCK OPTION AND RESTRICTED
STOCK PURCHASE PLAN (THE “PLAN”)
WHEREAS, on May 31, 2007, AmeriPath Group
Holdings, Inc. (“AmeriPath”) became a wholly-owned
subsidiary of Quest Diagnostics Incorporated (“Quest
Diagnostics”) through a merger (the “Merger”) of
a wholly-owned subsidiary of Quest Diagnostics into
AmeriPath.
WHEREAS, pursuant to the Agreement and Plan of
Merger dated as of April 15, 2007 (the “Merger
Agreement”) among Quest Diagnostics, Ace Acquisition
Corporation and AmeriPath, on May 31, 2007, each option to purchase
shares of AmeriPath granted under the Plan that was vested as of
the closing (a “Vested Stock Option”) was cashed out
based on the intrinsic value of the vested options. The cash
payment was equal to (1) $6.67 (the difference between the
transaction value of $10.17 per share minus the exercise price of
such Vested Option of $3.50) multiplied by (2) the number of shares
of AmeriPath covered by such Vested Stock Option, less (3) any
applicable withholding taxes.
WHEREAS, under the Merger Agreement, each option
to purchase shares granted under the Plan that was not vested as of
the closing was converted into a non-qualified option to purchase
Quest Diagnostics Common Stock pursuant to a formula intended to
preserve the intrinsic value of such option. Under the conversion
formula, each unvested option to acquire one share of AmeriPath was
converted into a non-qualified option to acquire 0.2092 of a share
of Quest Diagnostics Common Stock, with the exercise price being
adjusted by dividing the previous AmeriP
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