SEC Info - Charles River Laboratories International, Inc. - ‘10-K’ for 12/31/16

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Charles River Laboratories International, Inc. – ‘10-K’ for 12/31/16 – ‘EX-4.3’

On: Tuesday, 2/14/17, at 2:29pm ET · For: 12/31/16 · Accession #: 1100682-17-3 · File #: 1-15943

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/14/17  Charles River Labs Int’l, Inc.    10-K       12/31/16  162:19M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.37M 
 2: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     86K 
 3: EX-10.4     Material Contract                                   HTML     65K 
 4: EX-10.6     Material Contract                                   HTML     69K 
 5: EX-10.7     Material Contract                                   HTML     69K 
 6: EX-21.1     Subsidiaries List                                   HTML     66K 
 7: EX-23.1     Consent of Experts or Counsel                       HTML     48K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     56K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     56K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     52K 
17: R1          Document and Entity Information Document            HTML     75K 
18: R2          Consolidated Statements of Income                   HTML    129K 
19: R3          Consolidated Statements of Comprehensive Income     HTML     82K 
20: R4          Consolidated Balance Sheets                         HTML    164K 
21: R5          Consolidated Balance Sheets Balance Sheets          HTML     68K 
                Parenthetical                                                    
22: R6          Consolidated Statements of Cash Flows               HTML    170K 
23: R7          Consolidated Statement of Changes in Equity         HTML    112K 
24: R8          Description of Business and Summary of Significant  HTML    153K 
                Accounting Policies                                              
25: R9          Business Acquisitions                               HTML    309K 
26: R10         Supplemental Balance Sheet Informatoin              HTML    144K 
27: R11         Venture Capital Investments and Marketable          HTML     74K 
                Securities                                                       
28: R12         Fair Value                                          HTML    162K 
29: R13         Goodwill and Intangible Assets                      HTML    161K 
30: R14         Long-Term Debt and Capital Lease Obligations        HTML    106K 
31: R15         Equity and Redeemable Noncontrolling Interest       HTML    153K 
32: R16         Income Taxes                                        HTML    192K 
33: R17         Employee Benefit Plans                              HTML    258K 
34: R18         Stock-Based Compensation                            HTML    177K 
35: R19         Foreign Currency Contracts                          HTML     73K 
36: R20         Commitments and Contingencies                       HTML     76K 
37: R21         Restructuring and Asset Impairments                 HTML    107K 
38: R22         Segment and Geographic Information                  HTML    210K 
39: R23         Selected Quarterly Financial Data (Unaudited)       HTML    145K 
40: R24         Subsequent Events                                   HTML     65K 
41: R25         Description of Business and Summary of Significant  HTML    230K 
                Accounting Policies (Policies)                                   
42: R26         Description of Business and Summary of Significant  HTML     55K 
                Accounting Policies (Tables)                                     
43: R27         Business Acquisitions (Tables)                      HTML    244K 
44: R28         Supplemental Balance Sheet Information (Tables)     HTML    154K 
45: R29         Venture Capital Investments and Marketable          HTML     64K 
                Securities (Tables)                                              
46: R30         Fair Value (Tables)                                 HTML    161K 
47: R31         Goodwill and Intangible Assets (Tables)             HTML    157K 
48: R32         Long-Term Debt and Capital Lease Obligations        HTML     90K 
                (Tables)                                                         
49: R33         Equity and Redeemable Noncontrolling Interest       HTML    128K 
                (Tables)                                                         
50: R34         Income Taxes (Tables)                               HTML    180K 
51: R35         Employee Benefit Plans (Tables)                     HTML    253K 
52: R36         Stock-Based Compensation (Tables)                   HTML    151K 
53: R37         Foreign Currency Contracts (Tables)                 HTML     68K 
54: R38         Commitments and Contingencies (Tables)              HTML     60K 
55: R39         Restructuring and Asset Impairments (Tables)        HTML    103K 
56: R40         Business Segment and Geographic Information         HTML    214K 
                (Tables)                                                         
57: R41         Selected Quarterly Financial Data (Unaudited)       HTML    143K 
                (Tables)                                                         
58: R42         Subsequent Events (Tables)                          HTML     64K 
59: R43         DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  HTML     76K 
                ACCOUNTING POLICIES - Segment Reporting (Details)                
60: R44         DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  HTML     53K 
                ACCOUNTING POLICIES - Concentrations of Credit                   
                Risk (Details)                                                   
61: R45         DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  HTML     65K 
                ACCOUNTING POLICIES - Property, Plant and                        
                Equipment, Net (Details)                                         
62: R46         DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  HTML     53K 
                ACCOUNTING POLICIES - Venture Capital Investments                
                (Details)                                                        
63: R47         DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  HTML     53K 
                ACCOUNTING POLICIES - Life Insurance Contracts                   
                (Details)                                                        
64: R48         DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  HTML     49K 
                ACCOUNTING POLICIES - Revenue Recognition                        
                (Details)                                                        
65: R49         DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  HTML     50K 
                ACCOUNTING POLICIES - Advertising Costs (Details)                
66: R50         DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  HTML     49K 
                ACCOUNTING POLICIES - Pension and Other                          
                Post-Retirement Benefit Plans (Details)                          
67: R51         DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  HTML     53K 
                ACCOUNTING POLICIES - Newly Adopted Accounting                   
                Pronouncements (Details)                                         
68: R52         BUSINESS ACQUISITIONS - Agilux, Additional          HTML     58K 
                Information (Details)                                            
69: R53         BUSINESS ACQUISITIONS - Agilux, Purchase Price      HTML     76K 
                Allocation (Details)                                             
70: R54         BUSINESS ACQUISITIONS - Agilux, Definite Lived      HTML     57K 
                Intangible Assets (Details)                                      
71: R55         BUSINESS ACQUISITIONS - Blue Stream Laboratories,   HTML     58K 
                Additional Information (Details)                                 
72: R56         BUSINESS ACQUISITIONS - Blue Stream Laboratories,   HTML     76K 
                Allocation of Purchase Price (Details)                           
73: R57         BUSINESS ACQUISITIONS - Blue Stream Laboratories,   HTML     57K 
                Definite Lived Intangible Assets (Details)                       
74: R58         BUSINESS ACQUISITIONS - WIL Research, Additional    HTML     75K 
                Information (Details)                                            
75: R59         BUSINESS ACQUISITIONS - WIL Research, Allocation    HTML     82K 
                of Purchase Price (Details)                                      
76: R60         BUSINESS ACQUISITIONS - WIL Research, Definite      HTML     60K 
                Lived Intangible Assets (Details)                                
77: R61         BUSINESS ACQUISITIONS - WIL Laboratories, Pro       HTML     59K 
                Forma Financial Information (Details)                            
78: R62         BUSINESS ACQUISITIONS - Oncotest, Additional        HTML     67K 
                Information (Details)                                            
79: R63         BUSINESS ACQUISITIONS - Oncotest, Purchase Price    HTML     79K 
                Allocation (Details)                                             
80: R64         BUSINESS ACQUISITIONS - Oncotest, Definite-Lived    HTML     60K 
                Intangible Assets (Details)                                      
81: R65         BUSINESS ACQUISITIONS - Celsis, Additional          HTML     69K 
                Information (Details)                                            
82: R66         BUSINESS ACQUISITIONS - Celsis, Purchase Price      HTML     81K 
                Allocation (Details)                                             
83: R67         BUSINESS ACQUISITIONS - Celsis, Definite-Lived      HTML     62K 
                Intangible Assets (Details)                                      
84: R68         BUSINESS ACQUISITIONS - Celsis, Pro Forma           HTML     59K 
                Financial Information (Details)                                  
85: R69         BUSINESS ACQUISITIONS - Sunrise, Additional         HTML     66K 
                Information (Details)                                            
86: R70         BUSINESS ACQUISITIONS - Sunrise, Purchase Price     HTML     82K 
                Allocation (Details)                                             
87: R71         BUSINESS ACQUISITIONS - ChanTest, Additional        HTML     64K 
                Information (Details)                                            
88: R72         BUSINESS ACQUISITIONS - ChanTest Preliminary        HTML     69K 
                Purchase Price (Details)                                         
89: R73         BUSINESS ACQUISITIONS - ChanTest, Indefinite Lived  HTML     57K 
                Intangible Assets (Details)                                      
90: R74         BUSINESS ACQUISITIONS - VivoPath, Additional        HTML     64K 
                Information (Details)                                            
91: R75         BUSINESS ACQUISITIONS - Argenta and BioFocus,       HTML     77K 
                Additional Information (Details)                                 
92: R76         BUSINESS ACQUISITIONS - Argenta and BioFocus,       HTML     71K 
                Purchase Price Allocation (Details)                              
93: R77         BUSINESS ACQUISITIONS - Argenta and BioFocus,       HTML     65K 
                Definite Lived Intangible Assets (Details)                       
94: R78         BUSINESS ACQUISITIONS - Argenta and BioFocus, Pro   HTML     59K 
                Forma Information (Details)                                      
95: R79         Supplemental Balance Sheet Information (Details)    HTML     55K 
96: R80         Supplemental Balance Sheet Information -            HTML     59K 
                Composition of Trade Receivables, Net (Details)                  
97: R81         SUPPLEMENTAL BALANCE SHEET INFORMATION -            HTML     59K 
                Composition of Inventories (Details)                             
98: R82         SUPPLEMENTAL BALANCE SHEET INFORMATION -            HTML     62K 
                Composition of Other Current Assets (Details)                    
99: R83         SUPPLEMENTAL BALANCE SHEET INFORMATION -            HTML     74K 
                Composition of Property, Plant and Equipment, Net                
                (Details)                                                        
100: R84         SUPPLEMENTAL BALANCE SHEET INFORMATION -            HTML     58K  
                Composition of Other Assets (Details)                            
101: R85         SUPPLEMENTAL BALANCE SHEET INFORMATION -            HTML     55K  
                Composition of Other Current Liabilities (Details)               
102: R86         SUPPLEMENTAL BALANCE SHEET INFORMATION Composition  HTML     58K  
                of Other Long-Term Liabilities (Details)                         
103: R87         Venture Capital Investments and Marketable          HTML     64K  
                Securities (Details)                                             
104: R88         Venture Capital Investments and Marketable          HTML     61K  
                Securities - Summary of Marketable Securities                    
                (Details)                                                        
105: R89         FAIR VALUE - Assets, Liabilities, and Redeemable    HTML     99K  
                Noncontrolling Interest Measured at Fair Value on                
                a Recurring Basis (Details)                                      
106: R90         Fair Value (Details)                                HTML     49K  
107: R91         Fair Value - Rollforward of Contingent              HTML     61K  
                Consideration (Details)                                          
108: R92         FAIR VALUE - Rollforward of the Fair Value of       HTML     62K  
                Redeemable Noncontrolling Interest (Details)                     
109: R93         GOODWILL AND INTANGIBLE ASSETS - Rollforward of     HTML     74K  
                Company's Goodwill (Details)                                     
110: R94         GOODWILL AND INTANGIBLE ASSETS - Intangible         HTML     71K  
                Assets, Net by Major Class (Details)                             
111: R95         Goodwill and Intangible Assets (Details)            HTML     53K  
112: R96         Goodwill and Intangible Assets - Estimated          HTML     65K  
                Amortization Expense for Intangible Assets for                   
                Next Five Fiscal Years (Details)                                 
113: R97         LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS -      HTML     66K  
                Long-term Debt, Net (Details)                                    
114: R98         Long-Term Debt and Capital Lease Obligations        HTML     94K  
                (Details)                                                        
115: R99         Long-Term Debt and Capital Lease Obligations -      HTML     64K  
                Principal Maturities of Long Term Debt (Details)                 
116: R100        LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS -      HTML     63K  
                Future Minimum Lease Payments Under Capital Lease                
                Payments (Details)                                               
117: R101        EQUITY AND REDEEMABLE NONCONTROLLING INTEREST -     HTML     74K  
                Reconciliation of Numerator and Denominator in the               
                Computation of Basic and Diluted Earnings Per                    
                Share (Details)                                                  
118: R102        EQUITY AND REDEEMABLE NONCONTROLLING INTEREST -     HTML     59K  
                Earnings Per Share, Additional Information                       
                (Details)                                                        
119: R103        EQUITY AND REDEEMABLE NONCONTROLLING INTEREST -     HTML     66K  
                Treasury Shares, Additional Information (Details)                
120: R104        EQUITY AND REDEEMABLE NONCONTROLLING INTEREST -     HTML     73K  
                Changes to Accumulated Other Comprehensive Income                
                (Loss), Net of Income Taxes (Details)                            
121: R105        EQUITY AND REDEEMABLE NONCONTROLLING INTEREST -     HTML     72K  
                Redeemable Noncontrolling Interest, Additional                   
                Information (Details)                                            
122: R106        EQUITY AND REDEEMABLE NONCONTROLLING INTEREST -     HTML     70K  
                Rollforward of Redeemable Noncontrolling Interest                
                (Details)                                                        
123: R107        INCOME TAXES Components of Income from Continuing   HTML     89K  
                Operations Before Income Taxes (Details)                         
124: R108        INCOME TAXES Deferred Taxes (Details)               HTML     90K  
125: R109        INCOME TAXES Reconciliation of US Statutory Tax     HTML     77K  
                Rate and Effective Tax Rate (Details)                            
126: R110        Income Taxes (Details)                              HTML     86K  
127: R111        Income Taxes Change in Tax Positions (Details)      HTML     65K  
128: R112        Employee Benefit Plans (Details)                    HTML     85K  
129: R113        Employee Benefit Plans - Reconciliation of Benefit  HTML    120K  
                Obligations and Plan Assets (Details)                            
130: R114        EMPLOYEE BENEFIT PLANS - Amounts Recognized in      HTML     58K  
                Accumulated Other Comprehensive Loss (Details)                   
131: R115        EMPLOYEE BENEFIT PLANS - Accumulated Benefit        HTML     55K  
                Obligation and Fair Value of Plan Assets for                     
                Pension Plans with Accumulated Benefit Obligations               
                in Excess of Plan Assets (Details)                               
132: R116        EMPLOYEE BENEFIT PLANS - Projected Benefit          HTML     54K  
                Obligation and Fair Value of Plan Assets for                     
                Pension Plans with Projected Benefit Obligations                 
                in Excess of Plan Assets (Details)                               
133: R117        EMPLOYEE BENEFIT PLANS - Amounts in Accumulated     HTML     53K  
                Other Comprehensive Income Expected to be                        
                Recognized as Components of Net Periodic Benefit                 
                Cost Over the Next Fiscal Year (Details)                         
134: R118        EMPLOYEE BENEFIT PLANS - Components of Net Period   HTML     72K  
                Benefit Cost (Details)                                           
135: R119        EMPLOYEE BENEFIT PLANS - Weighted-average           HTML     63K  
                Assumptions (Details)                                            
136: R120        EMPLOYEE BENEFIT PLANS - Fair Value of Company's    HTML     89K  
                Pension Plan Assets by Asset Category (Details)                  
137: R121        EMPLOYEE BENEFIT PLANS - Estimated Future Benefit   HTML     62K  
                Payments (Details)                                               
138: R122        Stock-Based Compensation (Details)                  HTML    125K  
139: R123        Stock-Based Compensation - Financial Statement      HTML     61K  
                Line Items in Which Stock-Based Compensation is                  
                Located (Details)                                                
140: R124        STOCK-BASED COMPENSATION - Stock Option Activities  HTML     99K  
                (Details)                                                        
141: R125        STOCK-BASED COMPENSATION - Stock Options, Weighted  HTML     58K  
                Average Assumptions (Details)                                    
142: R126        STOCK-BASED COMPENSATION - Restricted Stock and     HTML     74K  
                Restricted Stock Units Activity (Details)                        
143: R127        STOCK-BASED COMPENSATION - Performance Based Stock  HTML     73K  
                Award Program (Details)                                          
144: R128        FOREIGN CURRENCY CONTRACTS - Fair Value and         HTML     57K  
                Notational Value of Foreign Currency Contracts                   
                (Details)                                                        
145: R129        FOREIGN CURRENCY CONTRACTS - Gains (Losses)         HTML     55K  
                Recognized on Foreign Exchange Forward Contracts                 
                (Details)                                                        
146: R130        Commitments and Contingencies (Details)             HTML     67K  
147: R131        Commitments and Contingencies Minimum Rental        HTML     66K  
                Commitments Under Non-Cancelable Leases (Details)                
148: R132        RESTRUCTURING AND ASSET IMPAIRMENTS - Rollforward   HTML     59K  
                of Severance and Retention Costs Liability                       
                (Details)                                                        
149: R133        Restructuring and Asset Impairments (Details)       HTML     66K  
150: R134        Restructuring and Asset Impairments - Severance     HTML     56K  
                and Retention Costs By Classification on the                     
                Consolidated Statements of Income (Details)                      
151: R135        RESTRUCTURING AND ASSET IMPAIRMENTS - Severance     HTML     61K  
                and Retention Costs by Reportable Segment                        
                (Details)                                                        
152: R136        SEGMENT AND GEOGRAPHIC INFORMATION Financial        HTML     75K  
                Information by Reportable Business Segment                       
                (Details)                                                        
153: R137        SEGMENT AND GEOGRAPHIC INFORMATION Reconciliation   HTML     62K  
                of Segment Operating Income and Capital                          
                Expenditures (Details)                                           
154: R138        SEGMENT AND GEOGRAPHIC INFORMATION Revenue by       HTML     62K  
                Product and Service Offering (Details)                           
155: R139        SEGMENT AND GEOGRAPHIC INFORMATION Unallocated      HTML     68K  
                Corporate Costs (Details)                                        
156: R140        SEGMENT AND GEOGRAPHIC INFORMATION Revenue and      HTML     65K  
                Capital Assets by Geographic Segment (Details)                   
157: R141        Selected Quarterly Financial Data (Unaudited)       HTML     89K  
                (Details)                                                        
158: R142        SUBSEQUENT EVENTS - Narrative (Details)             HTML     55K  
159: R143        SUBSEQUENT EVENTS - Carrying Amounts of the Major   HTML     80K  
                Classes of Assets and Liabilities Associated with                
                Thunder Disposal (Details)                                       
161: XML         IDEA XML File -- Filing Summary                      XML    313K  
160: EXCEL       IDEA Workbook of Financial Reports                  XLSX    179K  
11: EX-101.INS  XBRL Instance -- crl-20161231                        XML   5.66M 
13: EX-101.CAL  XBRL Calculations -- crl-20161231_cal                XML    499K 
14: EX-101.DEF  XBRL Definitions -- crl-20161231_def                 XML   1.55M 
15: EX-101.LAB  XBRL Labels -- crl-20161231_lab                      XML   2.86M 
16: EX-101.PRE  XBRL Presentations -- crl-20161231_pre               XML   2.14M 
12: EX-101.SCH  XBRL Schema -- crl-20161231                          XSD    306K 
162: ZIP         XBRL Zipped Folder -- 0001100682-17-000003-xbrl      Zip    477K

‘EX-4.3’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 4.3

FORM OF

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

2016 INCENTIVE PLAN

PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Award Agreement”)

This Performance Share Unit Award (the “Award”) is granted as of [DATE] by Charles River Laboratories International, Inc. (the “Company”) to [NAME] (the “Participant”) on the terms and conditions as set forth in this Award Agreement and in the 2016 Incentive Plan (as amended from time to time, the “Plan”). All capitalized terms used herein shall have the meaning specified in the Plan, unless another meaning is specified herein.

In accordance with this grant, and as a condition thereto, the Company agrees as follows:

SECTION 1.Performance Share Unit Award; Performance Period; Date of Grant.



Target Award:	[NUMBER] Performance Share Units (the “Target Award”)
Performance Period:	December [DAY, YEAR] through and ending on December [DAY, YEAR] (the “Performance Period”)
Date of Grant:	[DATE]

SECTION 2.Nature of Award. The Target Award represents the opportunity to receive a future payment equal to a number of shares of Company common stock, par value $0.01 per share (the “Performance Shares”), to be delivered in the form of unrestricted common stock, as are earned in accordance with Section 3 and Section 4 of this Award Agreement.

SECTION 3.Determination of Number of Shares Earned. The number of Performance Shares earned as of the end of the Performance Period, if any, shall be determined as follows (subject to the Participant’s continued employment through December [DAY, YEAR], except as provided under Section 5):

# of Shares = # Target Award x EPS Payout Percentage x TSR Payout Percentage

For purposes of this Award Agreement:

“# Target Award” means the number of Performance Share Units comprising the Target Award in Section 1, above.

“EPS Payout Percentage” means the percentage multiplier as determined in the table below:



Performance Level	[YEAR] Non-GAAP EPS as % of [YEAR] Non-GAAP EPS Target	EPS Payout Percentage
Below Threshold	Less than 90%	0%
Threshold	90%	50%
Target	100%	100%
Maximum	110%	150%
Above Maximum	Greater than 110%	150%

As shown in the table above, if [YEAR] Non-GAAP EPS falls at or between 90% and 110% of the [YEAR] Non-GAAP EPS Target, EPS Payout Percentage will be calculated based upon a linear interpolation using the table above.

“[YEAR] Non-GAAP EPS” means the Company’s reported [YEAR] Non-GAAP earnings per share as reported in its earnings releases.

“[YEAR] Non-GAAP EPS Target” means [TO FILL IN AT TIME OF GRANT].

“TSR” means Total Shareholder Return, which is the share price appreciation of any particular company’s publicly traded common stock plus dividends accrued, as measured during the Performance Period. The starting and ending points for calculating a company’s 3-year TSR are the average closing stock price of the common stock for the twenty (20) trading days prior to the start or end date of the Performance Period, as applicable. For purposes of clarity, any dividends will be accrued as cash, summing all dividends over the Performance Period.

“TSR Payout Percentage” means the percentage multiplier as determined in the table below:



Relative 3-year TSR Percentile	TSR Payout Percentage
>90^th Percentile	135%
75^th Percentile	125%
50^th Percentile	100%
25^th Percentile	75%
<10^th Percentile	65%

As shown in the table above, between each of the five percentile levels, the TSR Payout Percentage will be calculated based upon a linear interpolation. For example, there is linear interpolation between the 10^th Percentile and the 25^th Percentile, and a separate linear interpolation between the 25^th Percentile and the 50^th Percentile.

“Relative 3-year TSR Percentile” means the comparative percentile of the Company’s 3-year TSR as compared to the TSRs for the companies in the Peer Group.

“Peer Group” means the selected companies within the S&P 1500 Healthcare Index as determined by the Compensation Committee of the Board of Directors prior to the award; provided, however, that the Peer Group shall include only those companies that remain on the list, based on continuing to meet the qualifications originally established for companies to be selected for the list, at the end of the Performance Period. By way of clarity, but not intended to address all circumstances:


•	If a member of the Peer Group is acquired by another company, the acquired Peer Group company will be removed from the Peer Group for the entire Performance Period.


•	If a member of the Peer Group sells, spins-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group for the Performance Period unless such disposition(s) results in the disposition of more than 50% of such company’s total assets during the Performance Period.


•	If a member of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group for the Performance Period.


•	If a member of the Peer Group is delisted on all major stock exchanges, such delisted company will be removed from the Peer Group for the entire Performance Period.


•	If the Company and/or any member of the Peer Group split its stock or declare a distribution of shares, such company’s TSR performance will be adjusted for the stock split or share distribution so as not to give an advantage or disadvantage to such company by comparison to the other companies.


•	Members of the Peer Group that file for bankruptcy, liquidation or reorganization during the Performance Period will remain in the Peer Group positioned below the lowest performing non-bankrupt member of the Peer Group in reverse chronological order by bankruptcy date (except to the extent such member of the Peer Group is removed pursuant to another of the circumstances above).

In addition, the Compensation Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected.

The total “# of Shares” earned shall be determined by the Compensation Committee of the Board of Directors of the Company (the “Administrator”) in its sole discretion based on the formula set out above in this Section 3. The Payout Percentage may be as low as 0%, or as high as 200%. The Administrator shall make the determination of the EPS Payout Percentage at a meeting of the Administrator to occur in the first calendar quarter of fiscal [YEAR], and shall make the determination of the # of Shares at a meeting of the Administrator to occur in the first calendar quarter of fiscal year [YEAR]; provided, however, that the Administrator has the discretion to make such determination and/or grant of # of Shares at such time or times as it deems acceptable in the sole discretion of the Administrator.

TSR Outperformance Override Feature. Notwithstanding the foregoing, in the event that (a) [YEAR] Non-GAAP EPS as a % of [YEAR] Non-GAAP EPS Target is less than 90% but greater than 85% and (b) the Relative 3-year TSR Percentile is 75^th percentile or greater, then the # of Shares earned as of the end of the Performance Period, if any, shall be determined as follows:

# of Shares = # Target Award x TSR Outperformance Payout Percentage

For purposes of this Award Agreement:

“TSR Outperformance Payout Percentage” means the percentage multiplier as determined in the table below:



[YEAR] Non-GAAP EPS as % of [YEAR] Non-GAAP EPS Target	TSR Outperformance Payout Percentage
85%	10%
87.5%	20%
89.99%	30%

As shown in the table above, between 85% of [YEAR] Non-GAAP EPS Target and 89.99% Non-GAAP EPS Target, TSR Outperformance Payout Percentage will be calculated based upon a linear interpolation.

SECTION 4.Payment of Performance Shares. The Performance Shares payable to a Participant as determined by the Payout Percentage calculated pursuant to Section 3 shall be as follows:


•	100% of the Performance Shares will be paid in the form of common stock of the Company (without any restrictions thereupon).

The Company shall not be required to issue any fractional Performance Shares pursuant to this Award Agreement, and the Compensation Committee shall round fractions down.

SECTION 5.Termination of Employment.

(a)If the Participant’s employment with the Company is terminated by the Company or by the Participant (other than by the death of the Participant or by virtue of the Participant’s Full Career Retirement), the provisions of Section 4.e.(5-6) of the Plan shall govern.

(b)If the Participant’s employment with the Company is terminated by reason of death prior to the end of the Performance Period, the provisions of Sections 4.e.(5) and 4.e.(7) of the Plan shall govern.

(c)If the Participant’s employment with the Company is terminated by virtue of a Full Career Retirement, the Performance Shares shall continue to vest as they would have absent an employment termination, subject to the Participant’s continued compliance with the restrictions set forth in Section 6, and the number of Performance Shares earned as of the end of the Performance Period shall be determined in accordance with Section 3 and will be paid to the Participant at the time they would have been paid absent an employment termination.

For purposes of this Award Agreement:

“Full Career Retirement” means the Participant’s termination of employment from the Company and its subsidiaries and/or affiliates, other than for cause, on or after such time that the Participant has become Retirement Eligible.

“Retirement Eligible” means that the Participant (i) has attained age 55, (ii) has a minimum of 10 years of service with the Company and its subsidiaries and/or affiliates (such service only to have deemed to have commenced at such time as such subsidiary and/or affiliate became a subsidiary and/or affiliate of the Company), (iii) the numerical sum of the Participant’s age and years of service (as calculated pursuant to clause (ii) above) is equal to at least 70, (iv) the Participant has given notice, in form satisfactory to the Company, to the Chief Administrative Officer of the Company (or, if the Participant is the Chief Administrative Officer, to the Chief Executive Officer) of his or her intent to retire specifying the exact intended date of retirement (provided that prior to such notice the Company had not already given notice to the Participant that he or she would be terminated), and remained employed by the Company until the earlier of (a) the one year anniversary of the date of such notice or (b) the date on which the Employee experienced a termination of employment due to death or disability or was terminated by the Company without cause and (v) at the time the Participant gave such notice to the Company he or she also provided the Company a signed acknowledgement, in a form satisfactory to the Company, reaffirming the covenants set forth in Section 6.

(d)For purposes of the Plan and the Award Agreement, a transfer of employment from the Company to any subsidiary of the Company or vice versa, or from one subsidiary to another, shall not be considered a termination of employment.

SECTION 6.Retirement Restrictions. For the period beginning on the date of the Participant’s Full Career Retirement and ending on the date on which the Award would have become fully vested absent a termination of employment (the “Restricted Period”), the Participant shall not, directly or indirectly, without the prior written consent of the Company, render services as an employee, consultant, director, partner or otherwise to any person, entity, division, subsidiary or subgroup whose primary business activity is in competition with the Company’s business, or (2) assist with the creation of (a) any entity

whose primary business activity is in competition with the Company’s business, or (b) any division, subsidiary or subgroup of an entity whose primary business activity is in competition with the Company’s business. Nothing herein shall prohibit the Participant from pursuing employment with any corporation or entity engaged substantially in the discovery or development of pharmaceuticals or medical devices as long as such company also manufactures, markets and sells such products. THE PARTICIPANT ACKNOWLEDGES AND UNDERSTANDS THAT THIS SECTION MAY AFFECT THE PARTICIPANT’S RIGHT TO ACCEPT EMPLOYMENT WITH OTHER COMPANIES SUBSEQUENT TO EMPLOYMENT BY THE COMPANY AND THAT THE RESTRICTIONS CONTAINED HEREIN ARE SEPARATE AND APART AND IN ADDITION TO ANY SIMILAR RESTRICTIONS, NON-COMPETE OR OTHERWISE, THAT THE PARTICIPANT MAY BE SUBJECT TO PURSUANT ANY OTHER AGREEMENT WITH THE COMPANY OR ANY OF ITS AFFILIATES.

SECTION 7.Tax Withholding. Pursuant to paragraph 4.a.(6) of the Plan, the Administrator shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local or other taxes required by applicable law to be withheld with respect to payment of the Award.

SECTION 8.No Employment Commitment; Rights as a Shareholder. Nothing herein contained or contained in the Plan shall be deemed to be or constitute an agreement or commitment by the Company to continue to employ the Participant for the period within which this Award may be earned or exercised. The Participant acknowledges and agrees that his or her employment with the Company shall remain on an “at will” basis and that the Company may terminate the employment of the Participant with our without cause at any time. The Participant shall have no rights as a shareholder with respect to the Performance Share Units subject to the Award until the shares with respect to the Award have been issued.

SECTION 9.Limitation of Rights; Dividend Equivalents. Prior to the receipt of shares of Common Stock as outlined above, Participant shall not have (i) any rights of ownership of the shares of Common Stock subject to the Performance Share Units before the issuance of such shares, (ii) any right to vote such shares, or (iii) the right to receive any cash dividends paid on shares underlying Performance Share Units if and when cash dividends are paid to shareholders of the Company.

SECTION 10.Transferability. This Performance Award is not transferable by the Participant otherwise than by will or the laws of descent and distribution.

SECTION 11.Ratification of Actions. By accepting the Award or other benefit under the Plan, the Participant and each person claiming under or through him or her shall be conclusively deemed to have indicated the Participant’s acceptance and ratification of, and consent to, any action taken under the Plan or the Award by the Company, the board or the Administrator. All decisions or interpretations of the Company, the Board and the Administrator upon any questions arising under the Plan and/or this Award Agreement shall be binding, conclusive and final on all parties. In the event of any conflict between any provision of the Plan and this Award Agreement, the terms and provisions of the Plan shall control.

SECTION 12.Notices. Any notice hereunder to the Company shall be addressed to its office, 251 Ballardvale Street, Wilmington, MA 01887, Attention: Corporate Executive Vice President, Human Resources, General Counsel & Chief Administrative Officer, and any notice hereunder to the Participant shall be addressed to him or her at the address specified on the Award Agreement, subject to the right of either party to designate at any time hereafter in writing some other address.

SECTION 13.Entire Agreement; Governing Law. The Plan and this Award Agreement constitute the entire agreement with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof. This Award Agreement may not be modified in a manner that is materially adverse to your interest except by means of a writing signed by the Company and you. This Award Agreement is governed by the internal substantive laws but not the choice of law rules of Delaware.

YOU ARE HEREBY INFORMED THAT THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN, A COPY OF WHICH IS ATTACHED HERETO. YOU ARE HEREBY INFORMED THAT ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT ARE FINAL, BINDING AND CONCLUSIVE.

SECTION 14.Financial Statements. The Company’s most recent Annual Report to Shareholders containing the Company’s audited financial statements for the last three (3) years and its Annual Report on Form 10-K is available on the Company’s website at http://www.criver.com.

SECTION 15.Recoupment. Shares awarded under this Award Agreement are subject to recoupment in accordance with the Company’s Corporate Governance Guidelines, as may be revised from time to time, and/or any other so-called recoupment, clawback or similar policy that may be approved by the Board of Directors of the Company or any committee thereof.

SECTION 16.Adjustments; Effect of Certain Transactions. The number of Shares covered by the Performance Share Units shall be adjusted as set forth in Section 5 of the Plan to reflect dividends or other distributions, recapitalizations,

stock splits, reverse stock splits, reorganizations, mergers, consolidations, split-ups, spin-offs, combinations, repurchases or exchanges. In the event of a Covered Transaction “double trigger event” (as defined in the Plan) where the covered transaction occurs (A) on or prior to December [DAY, YEAR], the # of Shares shall be deemed to be equal to the # Target Award and (B) after December [DAY, YEAR] and prior to December [DAY, YEAR], the # of Shares shall be deemed to be equal to the product of the # Target Award x EPS Payout Percentage.

SECTION 17.Section 409A of the Code. This Award is intended to be excepted from coverage under and/or comply with Section 409A of the Internal Revenue Code, as amended (the “Code”) and shall be administered, interpreted and construed accordingly. The Company may, in its sole discretion and without Participant’s consent, modify or amend the terms of this Award Agreement, impose conditions on the timing and effectiveness of the issuance of the Performance Share Units, and/or take any other action it deems necessary to cause this Award Agreement to be exempted from Section 409A (or to comply therewith to the extent the Company determines it is not excepted). Notwithstanding, Participant recognizes and acknowledges that Section 409A may affect the timing and recognition of payments due hereunder, and may impose upon the Participant certain taxes or other charges for which the Participant is and shall remain solely responsible. In order to minimize the application of Section 409A of the Code, the Company will deliver the Performance Shares, if any, to the Participant, between January 1, [YEAR] and March 15, [YEAR], or, if earlier, in the year following the Participant’s death. If the Company considers the Participant to be one of its “specified employees” and the Participant is a U.S. taxpayer, in each case, at the time of his or her “separation from service” (as such terms are defined in the Code) from the Company, no conversion specified hereunder shall occur prior to the expiration of the six-month period measured from the date of the Participant’s separation from service from the Company to the extent required to comply with Section 409A of the Code.

SECTION 18.Provisions of the Plan. This Award is subject to the terms and provisions of the 2016 Incentive Plan, a copy of which is attached hereto and additional copies of which are available upon request by Participant. Information about the Plan, subsequent to its approval by the shareholders of the Company at the 2016 Annual Meeting of shareholders, will also be included in the Prospectus for the Plan, which will be available on the Company’s Intranet site.

IN WITNESS WHEREOF, and by the signatures of the Participant and a duly authorized officer of the Company below, the Participant and the Company agree that this Award Agreement is granted under and governed by the terms and conditions of the Charles River Laboratories International, Inc. 2016 Incentive Plan, as amended from time to time, and the terms and conditions contained herein, as well as such administrative regulations and the Compensation Committee may adopt from time to time.



By: DATE: __________________________________	[NAME] By: ____________________________________ DATE: _________________________________

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/24  Charles River Labs Int’l, Inc.    10-K       12/30/23  132:17M
 2/22/23  Charles River Labs Int’l, Inc.    10-K       12/31/22  119:17M
 2/16/22  Charles River Labs Int’l, Inc.    10-K       12/25/21  135:18M
 2/17/21  Charles River Labs Int’l, Inc.    10-K       12/26/20  138:18M

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Filing Submission 0001100682-17-000003 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Charles River Laboratories International, Inc. – ‘10-K’ for 12/31/16 – ‘EX-4.3’

On: Tuesday, 2/14/17, at 2:29pm ET · For: 12/31/16 · Accession #: 1100682-17-3 · File #: 1-15943

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-4.3’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

4 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents