Full Press Release Details
RIVER LABORATORIES INTERNATIONAL, INC.
AND RESTATED EMPLOYMENT AGREEMENT
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is hereby entered into as of May 18, 2021 by and between
Charles River Laboratories International, Inc., a Delaware corporation (the "Company"), and James C. Foster, an individual
(the "Executive") (hereinafter collectively referred to as "the parties").
the Company currently employs Executive as the Chairman, President and Chief Executive Officer of the Company;
the Company and the Executive previously entered into that certain Employment Agreement dated as of February 12, 2018 (the "Original
the Company and the Executive desire to amend and restate the Original Agreement in its entirety as set forth herein.
THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:
The employment term (the "Employment Term") of Executive's employment under this Agreement shall be for the
period commencing on May 18, 2021 (the "Effective Date") and ending on February 12, 2026, subject to earlier termination
pursuant to Section 7 hereof. Thereafter, the Employment Term may be extended by the parties' mutual agreement and with
an affirmative vote of a majority of the independent members of the Board of Directors of the Company (the "Board")
for a specified consecutive period (an "Extended Term"). For any subsequent extension(s) of the Employment Term after
the Extended Term, the same affirmative vote of a majority of the independent members of the Board shall be required.
During the Employment Term:
and family investments, participate in industry organizations, deliver lectures at educational institutions and serve on charitable boards
so long as such activities do not interfere with the performance of Executive's responsibilities hereunder. It is understood that,
during Executive's employment by the Company, Executive shall not engage in any activities that constitute a conflict of interest
under the Company's policies.
Ownership Guidelines. Executive agrees to comply with any stock ownership guidelines adopted by the Company applicable to Executive.
Benefits. During the Employment Term:
and Compensation Upon Termination. Executive's employment with the Company hereunder may be terminated under the circumstances
set forth below and, upon each such specified termination, Executive shall be entitled to the benefits enumerated below; provided,
however, that, notwithstanding anything contained herein to the contrary, to the extent
by Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended (the "Code"),
Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement until he would be considered
to have incurred a "separation from service" from the Company within the meaning of Section 409A.
prior to the termination of Executive's employment and the Company shall have the option to exercise the Garden Leave Election
(as defined below) prior to the expiration of such twelve (12) month notice period. If Executive's employment is terminated by
Executive and such termination is not in connection with a Change in Control, then, subject to Section 15(e), Executive shall
be entitled to the benefits provided in this Section 7(c)(1).
terminate the Executive's employment with the Company.
entitlement to receive any bonus earned prior to such exercise, even if payment of such bonus would not occur until after such exercise;
of Termination. Any purported termination by the Company or by Executive shall be communicated by written Notice of Termination to
the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a notice delivered to
Executive or the General Counsel of the Company, as applicable, which indicates a termination date and the specific termination provision
in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination
of Executive's employment under the provision so indicated. For purposes of this Agreement, no such purported termination of Executive's
employment hereunder shall be effective without such Notice of Termination (unless waived by the party entitled to receive such notice).
409A. The Company and the Executive intend for the payments and benefits under this Agreement to be exempt from Section 409A of the
Code or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this
Agreement shall be construed and administered in accordance with such intention. If any payments or benefits due to Executive hereunder
would cause the application of an accelerated or additional tax under Section 409A, such payments or benefits shall be restructured in
a mutually agreed upon manner that, to the extent possible, preserves the economic benefit and original intent thereof but does not cause
such an accelerated or additional tax. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each
payment of compensation under this Agreement shall be treated as a separate payment of compensation. Without limiting the foregoing and
notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties
under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement
during the six-month period immediately following Executive's separation from service shall instead be paid on the first business
day after the date that is six months following Executive's termination date (or death, if earlier). Notwithstanding anything to
the contrary in this Agreement, all (A) reimbursements and (B) in-kind benefits provided under this Agreement shall be made or provided
in accordance with the requirements of Section 409A, including, where applicable, the requirement that (x) the amount of expenses eligible
for reimbursement, or in-kind
provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other
calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the
year in which the expense is incurred; and (z) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange
for another benefit.
Protection. Nothing in this Agreement or otherwise limits Executive's ability to communicate directly with and provide information,
including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission
(the "SEC") or any other federal, state or local governmental agency or commission ("Government Agency")
regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against Executive for any of these
activities, and nothing in this Agreement or otherwise requires Executive to waive any monetary award or other payment that Executive
might become entitled to from the SEC or any other Government Agency.
and Confidential Data.
expense) return or destroy (or cooperate with any reasonable Company requested process to return or destroy) all copies of any analyses,
compilations, studies or other documents prepared by Executive or for Executive's use containing or reflecting any Confidential
Information. Within five (5) business days of the receipt of such request by Executive, he shall, upon written request of the Company,
deliver to the Company a document certifying his compliance with this Section 11(c).
order. Nothing in this Agreement or otherwise is intended to conflict with 18 U.S.C. 1833(b) or create liability for disclosures
of trade secrets that are expressly allowed by such Section.
Covenants. In the event that Executive's employment by the Company shall be terminated as described in Sections 7(c),
7(d) and 7(e) hereof, Executive shall execute a release agreement (as set forth in Section 15(e) hereof), which
shall include non-competition and non-solicitation covenants for a period of at least one (1) year, which release agreement is satisfactory
to the Company. Executive's obligations under such release shall survive the termination of the Employment Term.
for Breach of Obligations under Sections 11 or 12 hereof. Executive acknowledges that the Company may suffer irreparable injury,
not readily susceptible of valuation in monetary damages, if Executive breaches his obligations under Sections 11 or 12
hereof. Accordingly, Executive agrees that the Company will be entitled, in addition to any other available remedies, to seek injunctive
relief against any breach or prospective breach by Executive of his obligations under Sections 11 or 12 hereof. Executive
agrees that process in any or all of those actions or proceedings may be served by registered mail, addressed to the last address provided
by Executive to the Company, or in any other manner authorized by law. This Section 13 shall survive the termination of the Employment
himself reasonably available to meet and speak with officers or employees of the Company, the Company's counsel or any third-parties
at the request of the Company at times and locations to be mutually agreed by Executive and the Company reasonably and in good faith,
taking into account the Company's business and Executive's business and personal needs (the "Company Cooperation")
and (B) giving accurate and truthful information at any interviews and accurate and truthful testimony in any legal proceedings or actions
(the "Witness Cooperation"). Nothing in this Section 14(a) shall be construed to limit in any way any rights
Executive may have at applicable law not to provide testimony with regard to specific matters. Unless required by law or legal process,
Executive will not knowingly or intentionally furnish information to or cooperate with any non-governmental entity (other than the Company)
in connection with any potential or pending proceeding or legal action involving matters arising during Executive's employment
with the Company and its affiliates. In addition, at the request of the Company, Executive shall be required to complete a directors'
and officers' questionnaire to facilitate the Company's preparation and filing of its proxy statement and periodic reports
business of the Company, as the case may be, (including this Agreement) whether by operation of law or otherwise.
Executive during active employment) shall be conditioned on Executive delivering to the Company, and failing to revoke, a signed release
of claims acceptable to the Company within twenty-one (21) days following Executive's termination date; provided, however,
that Executive shall not be required to release any vested benefits under any policy or plan of the Company or any post-employment rights,
compensation or benefits that are expressly provided under this Agreement. Notwithstanding any provision of this Agreement to the contrary,
in no event shall the timing of Executive's execution of the release, directly or indirectly, result in Executive designating the
calendar year of payment, and, to the extent required by Section 409A, if a payment that is subject to execution of the release could
be made in more than one taxable year, payment shall be made in the later taxable year. Where applicable, references to Executive in
this Section 15(e) shall refer to Executive's representative or estate.