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Exhibit 10.11
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1999 CHARLES RIVER CORPORATE OFFICER SEPARATION PLAN
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1.0 Background
1.1 Purpose:
The purpose of the Charles River Corporate Officer Separation Plan
is to establish an equitable measure of compensation for a corporate
officer of Charles River Laboratories, Inc. (the "Company") who has
been terminated.
1.2 Eligibility:
Eligible employees under this Plan are corporate officers at the
vice president level and above of the Company whose employment as a
corporate officer is terminated for reasons other than cause,
voluntary resignation, disability, early or normal retirement, or
death and who have not been offered a comparable position within the
Company.
2.0 Definitions
2.1 Termination for Cause:
A termination of employment status for fraud, violence, theft, gross
misconduct, discrimination, harassment or actions which create legal
liabilities for the Company or actions of malicious intent which
directly compromise the individual's role/accountabilities.
2.2 Comparable Position:
A comparable position is defined as a position having the same
salary grade as the corporate officer's current position in the same
geographical area with comparable salary, employee benefits
perquisites, and status.
2.3 Separation Date:
The last day of full time active employment.
2.4 Termination Date:
The termination date will be the later of the separation date or the
last day as a severed employee receiving benefits, in the event the
officer elects to receive cycle payments; provided that the
foregoing shall be subject to Section 5.1 hereof as it relates to
the rights under the Stock Incentive Plan of the Company's parent,
Bausch & Lomb Incorporated ("B&L").
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3.0 Severance Pay
3.1 Maximum Severance Pay Allowance:
A corporate officer shall be entitled to a severance pay allowance
equal to twelve (12) months of the corporate officer's base pay plus
an amount equal to the accrued vacation pay payable to the corporate
officer as of the separation date.
3.2 Method of Payment:
The Company shall make payments to the corporate officer monthly,
based upon normal payroll procedures, or in one lump sum payment at
the officer's election.
4.0 Incentive Compensation
4.1 EVA Executive Incentive Compensation Plan:
Participants whose separation date is after June 30 in any plan
year, will receive a pro rata bonus based on the period of active
employment on the date that such bonuses are paid to all other
active eligible employees.
5.0 Stock Incentive Plan
5.1 Pursuant to B&L's Stock Incentive Plans:
a) A corporate officer who is terminated will have (i) 90 days
from the separation date in which to exercise vested stock
options which were granted to the corporate officer before
January 22, 1997 and (ii) 90 days from the termination date in
which to exercise vested stock options which were granted to
the corporate officer on or after January 22, 1997. Only
options which have vested on or before the separation date may
be exercised.
b) On or after the separation date an eligible corporate officer
will not be eligible for any loans in connection with the
exercise of vested options.
c) A corporate officer who is terminated has ownership rights to
restricted stock to the extent it was vested at the separation
date.
6.0 Outplacement Services
6.1 The Company will assist the corporate officer in the search for new
employment by paying professional fees for the services incurred in
the normal course of a job search of an outplacement organization in
a total amount not to exceed 15% of the officer's annualized pay
(base pay and prior year EVA bonus actually paid) at the time of
termination. All such fees and expenses must be incurred within one
year from the Separation Date to be reimbursed.
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7.0 Financial Perquisites
7.1 The following perquisites will be continued as set forth below for
those officers who elect cycled severance:
7.2 Company Car:
The officer's car may be purchased by the executive on or before the
termination date, at the officer's election, at a price to be
determined by reference to the Company's Automobile Policy, as then
in effect. If not purchased, the car must be returned to the Company
on the termination date. The purchase price will be deducted from
the severance payments if the executive has failed to make
arrangements to return or purchase the vehicle on or before the
termination date.
7.3 Healthcare Reimbursement:
Eligibility for Company reimbursement or payment made on behalf of
officers for healthcare benefits shall continue until the
termination date.
7.3 Other Perquisites:
The Company shall reimburse the Officer for other standard
perquisites through the termination date, based on those that were
made available to the officer as of the Separation Date, consistent
with past practices.
8.0 Benefits/Perquisites
Health, Life Insurance, Retirement Income, and Savings Plus Plan:
Health, Life Insurance, Retirement Income, and Savings Plus Plan Benefits
shall continue during the period of severance with benefits, and cease on
the termination date, subject to the officer's election under COBRA.
Benefits under the Long-Term and Short-Term Disability Plans shall cease
on the separation date. There are no conversion privileges.
9.0 Non-Compete Agreement
9.1 In addition, in order to be eligible for benefits under the Plan,
the corporate officer must execute an agreement not to compete with
or solicit employees from the Company for a period of one (1) year
in the following form:
In consideration of the benefits to be provided to you and as part
of your fiduciary obligations to B&L, you agree that for a period of
one (1) year from the Separation Date you will not, directly or
indirectly:
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(a) Compete with any business of the Company engaged in or under
active development by the Company or any of its subsidiaries. For
the purpose of this Agreement, the phrase "compete" shall include
serving as an employee, an officer, a director, an owner, a partner
or a 5% or more shareholder of any business or otherwise engaging in
or assisting another to engage in any business. Without limiting the
foregoing, the Company shall consider, on an as requested basis,
modifications to your restrictions on competition where management
of the Company believes the competitive impact on the Company to be
minimal or otherwise manageable; or
(b) Directly or indirectly solicit or hire any employee of the
Company or any of its subsidiaries to work for or on behalf of you
or any business in which you serve as an employee, an officer, a
director, an owner, a partner or a 5% or more shareholder.
10.0 Administration of the Plan
10.1 Preparation of Severance Package:
The Company's corporate Human Resources Department is responsible
for the preparation of the executive severance package in accordance
with this Plan.
10.2 Other Policies and Plans:
This Plan supersedes the Officer Separation Plan of May 16, 1991.
CHARLES RIVER LABORATORIES, INC.
By: /s/ James C. Foster
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James C. Foster
President & CEO
Date: January 15, 1999
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