Exhibit 10.2
CHARLESRIVERLABORATORIESINTERNATIONAL,INC.
GRANTEDUNDER2026 LONG-TERMINCENTIVEPLANRESTRICTED STOCK UNIT AWARD
Unless defined in this Restricted Stock UnitAward (this “Award Document”), capitalized terms will have the same meanings ascribed to them in the Charles River Laboratories International, Inc. 2026 Long-Term Incentive Plan(the “Plan”).
Pursuant to Section 4(c) of the Plan, you have been granted restricted units of Common Stock on the following terms and subject to the provisions of the Plan, which is incorporated by reference.In the event of a conflictbetweentheprovisionsofthePlanandthisAwardDocument,theprovisionsofthePlanwillprevail.Each unit entitles you to receive one share of the Company’s Common Stock at such time as your units vest in accordance with the schedule set forth below.The grant of the units to you does not transfer title to the underlying shares to you until such units have vested.Therefore, you do not have any voting or dividend rights relating to the underlying shares untilsuch time as units vest; however any dividend equivalents on the unvested portion of your restricted stock units will be held in an escrow account until such shares vest.
Name:[ParticipantName:FirstNameLastName]
TotalNumberofUnitsGranted:[Granted:Shares Granted]
DateofGrant: [GrantDate:MonthDD,YYYY]
VestingSchedule:Vestingisperbelowschedule
[VestingTable:MonthDD,YYYY,quantity]
This Restricted Stock Units Award is made to you expressly on the condition that the shares underlying such award are granted under and governed by the terms and conditions of the Plan and the terms and conditions set forth in the attached Exhibit A.
CHARLESRIVERLABORATORIESINTERNATIONAL,INC.
/s/ Victoria Creamer
VictoriaCreamer
CEVP&ChiefPeople Officer
Exhibit 10.2
EXHIBIT A
TERMSANDCONDITIONS OF RESTRICTED STOCK UNIT AWARD
Paymentfor Shares
NopaymentisrequiredfortheRestrictedStockUnits(“RSU”s)thatyoureceiveunderthisAward,norfor the underlying Shares upon vesting of the RSUs.
Vesting
TheRSUsthatyoureceiveunderthisAwardwillvestinaccordancewiththe“VestingSchedule”setforthin the Award Document.
Restricted Units
Youmaynotsell,transfer,pledgeorotherwisedisposeof,makeanyshortsaleof,grantanyoptionforthe purchase of or enter into any hedging or similar transaction with the same economic effect as a sale, any RSUs, except as provided in the next paragraph.
Except as otherwise provided in the Plan, RSUs will not be transferable by you other than by will or by the laws of descent and distribution.With the consent of the Committee, you may transfer RSUs to: (i) your spouse, children or grandchildren (“Immediate Family Members”), (ii) a trust or trusts for the primary benefit of you and/or any or all of such Immediate Family Members or (iii) a partnership or other entity in which you and/or any or all of such Immediate Family Members or trusts are the only partners or equity participants; providedthat a transferee of RSUs must agree in writing on a form prescribed by the Company to be bound by all provisions of thisAward Document and subsequent transfers of RSUs will be prohibited except those in accordance with the Plan. Following transfer, RSUs will continue to be subject to the same terms and conditions as were applicable immediately before transfer, and the events of termination of the section below entitled “Termination” will continue to be applied with respect to you.
Termination
If you cease to be an employee of the Company or anAffiliate for any reason other than a termination by virtueofyourdeath, DisabilityoraFullCareerRetirement,then(1)youwillforfeitalloftheunvestedRSUsthatyoureceive under thisAward without any consideration and (2) such shares of unvested RSUs covered by thisAward will revert to the Plan.
IfyouremploymentwiththeCompanyisterminatedbyvirtueofyourdeath or Disability,alloftheunvestedRSUsthat you receive under this Award shall vest and be settled on the date of such termination.
If your employment with the Company is terminated by virtue of a Full Career Retirement, the units shall continue to vest and be settled as they would have absent an employment termination, subject to your continued compliance with the restrictions set forth in below in “Retirement Restrictions.”
ForpurposesofthisAward Document:
“Full Career Retirement” means your termination of employment from the Company and its subsidiaries and/or affiliates, other than for cause, on or after such time that you have become Retirement Eligible.
“Retirement Eligible” means that you (i) have attained age 55, (ii) have 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 yourage and years of service (as calculated pursuant to clause (ii) above) is equal to at least 70, (iv) you havegivennotice,informsatisfactorytotheCompany,totheChiefPeopleOfficeroftheCompany(or,ifyouare the Chief People Officer, to the Chief Executive Officer) of yourintent to retire specifying the exact intended date of retirement to the Company (provided that prior to such notice the Company had not already given you notice that you 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 you experience a termination of employment duetodeathordisabilityoryouareterminatedbytheCompanywithoutcauseand(v)atthetimeyougivesuch
Exhibit 10.2
notice to the Company you also provide the Company with a signed acknowledgement, in a form satisfactory to the Company, reaffirming the covenants set forth below in “Retirement Restrictions”; provided, however, in the case of (b), the employee’s age and years of service shall be calculated as if the employee was employedthrough the one-year anniversary of the date of such notice.
Retirement Restrictions
FortheperiodbeginningonthedateofyourFullCareerRetirementandendingonthedateonwhichthe restricted unit would have become fully vested absent a termination of employment (the “Restricted Period”), you shall not, directly or indirectly, without the prior written consent of the Company,
(1)renderservicesasanemployee,consultant,director,partnerorotherwisetoanyperson,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 you from pursuing employment with any corporation or entity engaged substantially in the discovery or development of pharmaceuticalsormedicaldevicesaslongas such company also manufactures, markets and sells such products.
YOU ACKNOWLEDGE AND UNDERSTAND THAT THIS SECTION MAY AFFECT YOUR RIGHT TO ACCEPT EMPLOYMENTWITHOTHERCOMPANIESSUBSEQUENTTOEMPLOYMENTBYTHECOMPANYANDTHAT THE RESTRICTIONS CONTAINED HEREIN ARE SEPARATE AND APART AND IN ADDITION TO ANY SIMILAR RESTRICTIONS, NON-COMPETE OR OTHERWISE, THATYOU MAY BE SUBJECTTO PURSUANT ANY OTHERAGREEMENT WITH THE COMPANY ORANY OF ITSAFFILIATES.
Shares
UponthevestingofyourRSUs,theunderlyingshareswhichhavevestedwillbetransferredfromthetransfer agent to your stock account at CRL’s stock plan administrator.
WithholdingTaxes
No shares will be released to you unless you have made acceptable arrangements to pay any withholding taxes that may be due as a result of the receipt of Shares upon vesting of the RSUs that you receive under this Award. These arrangements may include withholding of Shares that otherwise would be released to you when the RSUs vest or surrendering of RSUs or shares that you already own.The Fair Market Value of RSUs or Shares that arewithheldorthatyousurrender,determinedasofthedatewhenthetaxesotherwisewouldhavebeenwithheldin cash, will be applied as a credit against the taxes.
Lock-up Period
If requested by the Company, you hereby agree that you will not sell, transfer, pledge, otherwise dispose, makeanyshortsaleof,grantanyoptionforthepurchaseoforenterintoanyhedgingorsimilartransactionwiththe same economic effect as a sale, any Shares (or other securities of the Company) held by you (other than those includedintheregistration)foraperiodspecifiedbytherepresentativeoftheunderwritersoftheCommonStock(or other securities of the Company) not to exceed 180 days following the effective date of a registration statement of the Company filed under the Securities Act.
YouagreetoexecuteanddeliversuchotheragreementsasmaybereasonablyrequestedbytheCompany or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto.In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities)oftheCompany,youwillprovide,within10daysoftherequest,theinformationrequiredbytheCompany or the
representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act.The obligations described in this section entitled “Lock-Up Period” will not apply to a registration relating solely to employee benefit plans on Form S-3 or Form S-8 or similar formsthatmaybepromulgatedinthefuture,oraregistrationrelatingsolelytoaRule145transactiononFormS-4 or similar forms that may be promulgated in the future.The Company may impose stop-transfer instructions with respect to the Shares (or other securities) subject to the foregoing restriction until the end of the 180-day period.
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, clawbackorsimilarpolicythatmaybeapprovedbytheBoardofDirectorsoftheCompanyoranycommitteethereof.
Exhibit 10.2
Section409Aofthe Code
This Award is intended to exempt 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 your consent, modify or amend the terms of this Award Agreement, impose conditions on the timing and effectiveness of the issuance of the Restricted Stock 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, you recognize and acknowledge that Section 409A mayaffectthetimingandrecognitionofpaymentsduehereunder,andmayimposeuponyoucertaintaxesorother charges for which you are and shall remain solely responsible.If the Company considers you to be one of its “specified employees” and you are a U.S. taxpayer, in each case, at the time of your “separation from service” (as such terms are defined in the Code) from the Company, no conversion specified hereunder shall occur prior to the expirationofthesix-monthperiodmeasuredfromthedateofyourseparationfromservicefromtheCompanytothe extent required to comply with Section 409A of the Code.
NoGuaranteeofContinued Service
YOUACKNOWLEDGEANDAGREETHATEXCEPTASOTHERWISEPROVIDEDHEREINTHEVESTING OF SHARES PURSUANT TO THE “VESTING SCHEDULE” HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEEOFTHECOMPANYORITSAFFILIATES.YOUFURTHERACKNOWLEDGEANDAGREETHATTHIS AWARD DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDERAND THE “VESTING SCHEDULE” DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTINGPERIOD, FORANYPERIOD ORATALLAND WILLNOTINTERFERE INANYWAYWITHYOUR RIGHT OR THE COMPANY’S RIGHT OR ITSAFFILIATE'S RIGHTTO TERMINATE YOUR EMPLOYMENTATANYTIME, WITH OR WITHOUT CAUSE.
EntireAgreement; GoverningLaw
ThePlanandthisAwardDocumentconstitutetheentireagreementofthepartieswithrespecttothesubject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof.ThisAward Document 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 Document is governed by the internal substantive laws of but not the choice of law rules of the Commonwealth of Massachusetts.