<PAGE>
Exhibit 10.15
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
2000 DIRECTORS STOCK PLAN
SECTION 1. PURPOSE. The purpose of this plan (the "Plan") is to
strengthen the commonality of interest between independent directors and
stockholders of Charles River Laboratories International, Inc. ("Charles River")
by providing for the grant to eligible directors of options to purchase shares
of the common stock, $0.01 par value (the "Stock"), of Charles River. Charles
River believes that the granting of such options will serve to enhance its
ability to attract and retain highly qualified directors, to provide additional
incentives to them and to encourage the highest level of performance by them by
offering them a proprietary interest in Charles Rivers.
SECTION 2. EFFECTIVE DATE. The Plan was adopted by the Board of
Directors of Charles River (the "Board") on June 5, 2000 and approved by the
stockholders of Charles River on June ___, 2000.
SECTION 3. STOCK COVERED BY THE PLAN. Subject to adjustment as provided
for in Section 8, the aggregate number of shares of Stock which may be issued
and sold pursuant to options granted under the Plan shall not exceed 100,000
shares. Shares of Stock issued under the Plan may be either authorized but
unissued shares or treasury shares. If any option granted under the Plan
terminates or expires without being fully exercised, the shares which have not
been purchased thereunder will again become available for purposes of the Plan.
SECTION 4. ADMINISTRATION. The Plan will be administered by the Board
or its delegates (the "Administrator"), whose construction and interpretation of
the terms and provisions of the Plan and of options under the Plan shall be
final and conclusive. No person serving as (or as part of) the Administrator
shall be liable for any action or determination hereunder made in good faith.
SECTION 5. OPTION GRANTS.
(a) FORMULA OPTION GRANTS. For purposes of the Plan, an individual is
an "Eligible Director" if he or she (i) is a member of the Board, and (ii) is
neither (A) an employee or officer of Charles River or any of its subsidiaries
nor (B) an employee or officer of, or a consultant to, Donaldson Lufkin &
Jenrette ("DLJ") or Bausch & Lomb Incorporated ("B&L") or any affiliate of DLJ
or B&L, including, without limitation, Global Health Care Partners Inc. and DLJ
-1-
<PAGE>
Merchant Banking Inc. Each Eligible Director shall be automatically granted
an option (the "Initial Award") to purchase 20,000 shares of Stock (subject
to adjustment as provided in Section 8 hereof) on the date that he or she is
first elected or named a director of Charles River; PROVIDED, that in the
case of any individual who first becomes a director prior to and in
connection with the consummation of the Charles River's initial public
offering (the "IPO"), the Initial Award shall be deemed to have been made
immediately prior to the initial public offering; and PROVIDED FURTHER, that
any Eligible Director may decline any grant under this Section 5(a). On the
day of each annual meeting of stockholders (beginning with the annual meeting
first occurring after the IPO), immediately prior to the meeting, each
Eligible Director who served during the preceding year shall be awarded an
option (an "Annual Award") to purchase 4,000 shares of Stock (subject to
adjustment as provided in Section 8 hereof) (prorated if the Eligible
Director did not serve for the entire preceding year). The options awarded
under this Section 5(a) are referred to herein as "Formula Options."
(b) DISCRETIONARY OPTION GRANTS. The Administrator shall also have the
authority under this Plan to award options to purchase Stock to Eligible
Directors in such amounts and on such terms not inconsistent with this Plan as
it shall determine at the time of the award. The options awarded under this
Section 5(b) are referred to herein as "Discretionary Options."
SECTION 6. OPTION PRICE. The price per share at which each Formula
Option granted under the Plan to an Eligible Director may be exercised shall be
the fair market value of a share of Stock at the time of grant of the option.
For Options granted other than in connection with the IPO, such fair market
value shall be deemed to equal the last sale price, regular way, with respect to
the Stock subject to the option on the business day immediately preceding the
date of grant, or, in case no such sale takes place on such business day, the
average of the closing bid and asked prices, regular way, with respect to such
Stock, in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on the
New York Stock Exchange; or, if such Stock is not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which such Stock is listed or admitted to
trading; or, if such Stock is not listed or admitted to trading, the last quoted
price with respect to such Stock, or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market with respect to such
Stock, as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System or such other similar system then in use; or, if on
any such date such Stock is not quoted by any such organization, the average of
the closing bid and asked prices with respect to such Stock, as
-2-
<PAGE>
furnished by a professional market maker making a market in such Stock selected
by the Board of Directors in good faith; or, if no such market maker is
available, the fair market value of such Stock as of such business day as
determined in good faith by the Board of Directors. In connection with Initial
Awards immediately prior to the IPO, fair market value shall be deemed to be the
IPO price. The price per share at which each Discretionary Option granted under
the Plan to an Eligible Director may be exercised shall be set by the
Administrator. The price per share at which an option may be exercised is
referred to herein as the "Option Price."
SECTION 7. TERMS AND CONDITIONS OF OPTIONS. Each option granted under
the Plan shall be evidenced by and subject to the terms and conditions of an
option agreement, certificate or other document in a form approved by the
Administrator (the "Option Document"). Each Option Document shall contain
(expressly or by incorporation) the following terms and conditions:
(a) EXERCISE OF OPTIONS. Subject to subsection (e) below,
(i) each Formula Option shall expire five
(5) years from the date of grant of such option and
shall be fully exercisable, prior to such expiration
date (with respect to Formula Options, the "Final
Exercise Date"), on the earlier of the first
anniversary of the date of grant or the business day
prior to the date of Charles River's next annual
meeting after the date of grant of such option; and
(ii) each Discretionary Option shall expire
on the date specified by the Administrator, up to ten
(10) years from the date of grant of such option, and
shall be exercisable, prior to such expiration date
(with respect to Discretionary Options, the "Final
Exercise Date"), in full or in cumulative
installments, at such time or times as the
Administrator shall determine.
(b) PAYMENT. An option may be exercised from time to
time, in whole or in part, during the period that it is exercisable, by
payment of the Option Price of each share purchased, in cash, or by
delivery to the Charles River of a number of shares of unrestricted
Stock (provided that any shares acquired directly from Charles River
shall have been held by the Eligible Director for at least 6 months
before such delivery) having an aggregate fair market value equal to
the aggregate Option Price. Payment of the Option Price may also be
made by the delivery of an unconditional and irrevocable
-3-
<PAGE>
undertaking by a broker acceptable to the Administrator to deliver
promptly to Charles River sufficient funds to pay the Option Price.
(c) TRANSFER RESTRICTIONS. The shares of Stock issued upon
exercise of an option granted under the Plan shall be acquired for
investment and may not be distributed unless there shall be an
effective registration statement under the Securities Act of 1933, as
amended (the "1933 Act"), with respect to such Stock. In the event that
Charles River, upon the advice of counsel, deems it necessary or
desirable to list shares to be issued pursuant to the Plan on a
national securities exchange or to register under the 1933 Act or other
applicable federal or state statute any shares to be issued pursuant to
the Plan, or to qualify any such shares for exemption from the
registration requirements of the 1933 Act under the Rules and
Regulations of the Securities and Exchange Commission or for similar
exemption under state law, then Charles River shall notify each
Eligible Director to that effect and no shares of Stock subject to an
option shall be issued until such registration, listing or exemption
has been obtained. Charles River shall make prompt application for any
such registration, listing or exemption pursuant to federal or state
law or rules of such securities exchange which it deems necessary and
shall make reasonable efforts to cause such registration, listing or
exemption to become and remain effective.
(d) NON-TRANSFERABILITY. Unless the Option Document
provides otherwise, options granted under the Plan shall not be
transferable by the optionee other than by will or by the laws of
descent and distribution.
(e) TERMINATION OF DIRECTORSHIP.
(1) DEATH. Each option held by the Eligible
Director shall become exercisable immediately upon such
Eligible Director's death by the Eligible Director's executor
or administrator or by the person or persons to whom the
option is transferred by will or the applicable laws of
descent and distribution, at any time within the one-year
period beginning with the date of the Eligible Director's
death but in no event beyond the Final Exercise Date. All
options held by a participant that are not exercised within
such one-year period shall terminate at the end of such
period.
(2) OTHER TERMINATION OF STATUS OF DIRECTOR.
If a director's service with Charles River as a director
terminates for any reason other than death, all options held
by the director that are not then exercisable shall terminate.
Options
-4-
<PAGE>
that are exercisable on the date of termination shall continue
to be exercisable for a period of three months (but in no
event after the Final Exercise Date) and shall then terminate.
SECTION 8. ADJUSTMENT PROVISIONS.
(a) RECAPITALIZATIONS. In the event of a stock dividend, stock
split or combination of shares, recapitalization or other change in
Charles River's capital structure after Charles River's IPO, the
Administrator will make appropriate adjustments to the maximum number
of shares that may be delivered under the Plan under Section 3, and
will also make appropriate adjustments to the number and kind of shares
of stock or securities subject to options then outstanding or
subsequently granted, any exercise prices relating to options and any
other provision of options affected by such change. The Administrator
may also make adjustments of the type described in the preceding
sentence to take into account distributions to common stockholders
other than those provided for such sentence (or in Section 8(b)), or
any other event, if the Administrator determines that adjustments are
appropriate to avoid distortion in the operation of the Plan and to
preserve the value of options made hereunder. References in the Plan to
shares of Stock shall be construed to include any stock or securities
resulting from an adjustment pursuant to this subsection. For the
avoidance of doubt, the share numbers described in Section 3(a) and
Section 5(a) are intended to reflect the increased number of shares
resulting from the share exchange approved on June 6, 2000;
accordingly, no further adjustment in those share numbers shall be made
under this Section 8 solely to reflect such exchange.
(b) MERGERS, ETC. In the event of a consolidation or merger in
which Charles River is not the surviving corporation or which results
in the acquisition of substantially all of the outstanding Stock of
Charles River by a single person or entity or by a group of persons
and/or entities acting in concert, or in the event of the sale or
transfer of substantially all of Charles River's assets, all
outstanding options shall immediately vest and become exercisable. In
the event of a consolidation, merger or sale of assets, the Board may
provide for substitute or replacement awards from, or the assumption of
awards by, the acquiring or surviving entity or its affiliates on such
terms as the Board determines.
SECTION 9. AMENDMENT OF THE PLAN. The Board may at any time amend or
discontinue the Plan and the Administrator may at any time amend or cancel any
outstanding
-5-
<PAGE>
option for the purpose of satisfying changes in law or for any other lawful
purpose, but no such action shall adversely affect rights under any outstanding
option without the holder's consent.
SECTION 10. LIMITATION OF RIGHTS. Nothing in the Plan or in any Option
Document shall confer upon any Eligible Director the right to continue as a
director of the Charles River.
SECTION 11. NOTICE. Any written notice to the Charles River required by
any of the provisions of the Plan shall be addressed to the Chairman of the
Board of Charles River and shall become effective when it is received.
SECTION 12. EFFECTIVE DATE AND DURATION OF THE PLAN. The Plan shall
become effective upon approval by the shareholders of Charles River. Amendments
to the Plan shall become effective when adopted by the Board. Unless earlier
terminated pursuant to Section 9, the Plan shall terminate upon the date on
which all shares available for issuance under the Plan shall have been issued
pursuant to the exercise of options granted under the Plan.
-6-
