UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 14, 2004
Quest Diagnostics Incorporated
One Malcolm Avenue
Teterboro, NJ 07608
(201) 393-5000
1-12215
(Commission file number)
Delaware
(State of Incorporation)
16-1387862
(I.R.S. Employer Identification Number)
Item 1.01 Entry into a Material Definitive Agreement
On December 14, 2004, the board of directors of Quest Diagnostics
Incorporated (the "Company") adopted a Supplemental Executive Retirement Plan
covering its President and Chief Executive Officer, Surya N. Mohapatra, Ph.D.
(the "SERP"). Adoption of the SERP was mandated under the employment agreement
with Dr. Mohapatra, dated as of November 9, 2003. The SERP provides Dr.
Mohapatra with a retirement benefit should he leave the Company after eight full
years of service, taking into account all service since his employment in
February 1999, provided that if his employment is terminated by us for any
reason other than for "cause" or by Dr. Mohapatra for "good reason" or
"disability" before he completes eight full years of service, he will be deemed
to have the eight years service. Under the SERP, Dr. Mohapatra will be entitled
to an annual retirement benefit equal to 1.2% (1.5% in the event Dr. Mohapatra
elects, prior to January 1, 2005, to forgo certain other benefits) times the
average of his final three years pay (base salary plus regular annual bonus)
times his Credited Service. Under the SERP, "Credited Service" is equal to 1.13
times the number of his years of service with the Company (1.29 if his
employment is involuntarily terminated (other than for cause); prior to age 60).
If the benefit is payable before he attains age 62, the amount may be
actuarially reduced. Unless Dr. Mohapatra elects otherwise, his benefit will be
payable in a lump sum.
The foregoing description of the SERP does not purport to be
complete and is qualified in its entirety by reference to such plan (including
any schedules and exhibits thereto), a copy of which is filed as Exhibit 10.1
hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Quest Diagnostics Incorporated Supplemental Executive Retirement Plan,
effective December 14, 2004.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
December 20, 2004
QUEST DIAGNOSTICS INCORPORATED
By: /s/ Michael. E. Prevoznik
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Michael E. Prevoznik
Senior Vice President and
General Counsel