Exhibit 10.1
October 15, 2008
Mr. Bradford T. Smith
Executive Vice President
Laboratory Corporation of America
Holdings
430 South Spring Street
Burlington, North Carolina 27215
Dear Brad:
This letter agreement confirms that
the Company has requested that you provide additional services
following the termination of your employment as Executive Vice
President to assist the Company during a transition period. This
will also confirm that you have expressed a willingness to provide
those services subject to the terms and conditions set forth
below:
Effective December 31, 2008 (the
“Effective Date”), by mutual agreement, you will retire
as Executive Vice President of Laboratory Corporation of America
Holdings (the “Company”). As of the Effective Date, the
Company agrees to engage you to serve as a consultant to the
Company in a non-employee capacity, and you agree to serve the
Company, during the Term, and subject to the terms and conditions,
set forth in this Letter Agreement. Nothing herein shall affect
your service as a member of the Board of Directors (the
“Board”) or, at the pleasure of the Board, as the
Vice-Chairman thereof.
The term of the transition
assistance period shall begin on January 1, 2009 and continue for a
period of one year, and then month-to-month thereafter. You shall
remain on the Board for the remainder of your current term which
runs until the 2009 Annual Shareholder Meeting.
Your duties shall include assisting
the successors to your responsibilities during the transition
assistance period; providing consulting advice and assistance;
providing input and guidance in licensing and business
development
