Amendment No. 1 to the Restricted Unit Plan for Non-Employee Directors of Covance Inc.
This amendment updates the Restricted Unit Plan for non-employee members of Covance Inc.'s Board of Directors. It changes how and when non-employee directors receive awards of hypothetical shares, specifying that awards are given annually on the anniversary of May 20, 2003, as approved by the Board. It also clarifies how new directors joining between award dates will receive a prorated award based on their months of service before the next award date.
Exhibit 10.1
Amendment No.1 to the Restricted Unit Plan for Non-Employee Members of the Board of Directors of Covance Inc.
1. Section 2.01(a) of the Restricted Unit Plan for Non-Employee Members of the Board of Directors of Covance Inc. shall be amended by deleting the second sentence in its entirety and replacing it with the following:
“On every anniversary of May 20, 2003, each non-employee Director who is a member of the Board on that date shall receive an Award of such number of Hypothetical Shares as is approved by the Board in advance of such date.”
2. Section 2.01(b) of the Restricted Unit Plan for Non-Employee Members of the Board of Directors of Covance Inc. shall be deleted in its entirety and replaced with the following:
“Any person, who becomes a non-employee member of the Board after the date of one Award and before the next Award, shall receive an Award in an amount equal to the number of months such person is a Director prior to the next award date, divided by twelve (12), and multiplied by the number of Hypothetical Shares most recently granted pursuant to paragraph 2.01(a) hereof.”
