0000947871-12-000371 Sample Contracts

FORM OF RESTRICTIVE COVENANT AGREEMENT
Form of Restrictive Covenant Agreement • April 11th, 2012 • Quest Diagnostics Inc • Services-medical laboratories • New Jersey

This Agreement dated ______________ is by and between Quest Diagnostics Incorporated (“Quest Diagnostics”), a Delaware corporation with its principal place of business at 3 Giralda Farms, Madison, New Jersey and ___________ (“the Employee”).

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Re: Employment Terms
Quest Diagnostics Inc • April 11th, 2012 • Services-medical laboratories • New Jersey

On behalf of Quest Diagnostics Incorporated (the “Company”), I am pleased to offer you employment with the Company on the terms of this letter agreement set forth below (“Agreement”). This offer is irrevocable and will remain open for your acceptance, by your signature on the last page hereof and delivery to me, until April 9, 2012 at 5:00 p.m. (Eastern Time). This Agreement will become effective upon your execution and receipt by the Company.

Form of Buy-Out Restricted Stock Unit Award Agreement
Quest Diagnostics Incorporated • April 11th, 2012 • Quest Diagnostics Inc • Services-medical laboratories • New York

This Buy-Out Restricted Stock Award Agreement (the “Agreement”) dated as of _____________, 2012 (the “Grant Date”) between Quest Diagnostics Incorporated, 3 Giralda Farms, Madison, NJ 07940 (the “Company”) and the employee to whom the award described herein is made (the “Employee”) is subject in all respects to the Company’s Amended and Restated Employee Long-Term Incentive Plan (the “Plan”). All references to “Shares” means shares of the Company’s Common Stock.

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