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Exhibit 10.26
QUEST DIAGNOSTICS INCORPORATED
ONE MALCOLM AVENUE
TETERBORO, NEW JERSEY 07608
April 11, 2000
Kenneth W. Freeman
15 West 81st Street
Apartment 10-F
New York, New York 10024
Dear Mr. Freeman:
Reference is made to the Employment Agreement, dated December 31, 1999 (the
"Employment Agreement"), between Quest Diagnostics, Inc. (the "Company") and
yourself.
The parties agree that the term "Change in Control" as used in the Agreement
shall be amended as follows:
1. Section 11(f)(i) of the Employment Agreement "Change in
Control" shall be amended to read as follows:
"(i) The Company's shareholders approve any
"Qualifying Merger or Consolidation," sale or disposition of
all or substantially all of the Company's assets or a plan of
partial or complete liquidation and such transaction is
completed substantially in accordance with the terms approved
by the shareholders; PROVIDED THAT notwithstanding anything to
the contrary, in this subsection (f)(i), no such merger,
consolidation or sale shall be deemed to constitute a "Change
in Control" if such transaction or series of transactions
required the Executive to be identified in any United States
securities law filing as a person or a member of any group
acquiring , holding or disposing of beneficial ownership of
the Company's securities and/or assets and effecting a "Change
in Control" as defined in this subclause (f)(i)";
2. Section 11(f)(iii) of the Employment Agreement "Change in
Control" shall be amended to read as follows:
"(iii) the acquisition of any third-party of stock
constituting at least 51% of all outstanding shares of stock
of the Company and that is not part of a Qualifying Merger or
Consolidation (a "Share Acquisition") and subsequent to such
acquisition either (i) the Company is no longer a public
company for U.S. securities law purposes, or (ii) there is a
material diminution of the Executive's position or any other
breach of this Agreement by the Company or event giving rise
to a Good Reason termination by the Executive."
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3. Section 11(f) of the Employment Agreement shall be amended by
adding the following new subsection (iv):
"(iv) For purposes of this Section (f), "Qualifying
Merger or Consolidation" shall mean any of the following: (1)
any merger or consolidation between the Company and any entity
in which the surviving entity (whether or not the Company) is
not a publically traded entity and the Executive is not CEO
and Chairman of the publically traded parent (if any) of the
surviving entity, or (2) any merger or consolidation between
the Company and any entity in which the surviving entity
(whether or not the Company) is publically traded and the
Executive is not CEO and Chairman of such surviving entity."
3. Except as otherwise provided for herein, the term of the
Employment Agreement shall remain in full force and effect.
Please indicate your agreement to the foregoing by signing below, where
indicated.
Sincerely,
QUEST DIAGNOSTICS INCORPORATED
By: ______________ ____________________
Title: ___________ _____________________
ACCEPTED AND AGREED TO:
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Kenneth W. Freeman
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