8-K
IDEXX LABORATORIES INC /DE (IDXX)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): January 11, 2026
IDEXX
LABORATORIES, INC.
(Exactname of registrant as specified in its charter)
| Delaware | 000-19271 | 01-0393723 |
|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) |
| of incorporation) | ||
| One IDEXX Drive, Westbrook, Maine | 04092 | |
| --- | --- | |
| (Address of principal executive offices) | (ZIP Code) |
207.556.0300
(Registrant'stelephone number, including area code)
Not
Applicable
(Formername or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.10 par value per share | IDXX | NASDAQ<br> Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
CEO Transition.
On January 11, 2026, Jonathan (Jay) Mazelsky notified IDEXX Laboratories, Inc. (the “Company” or “IDEXX”) of his intent to step down as the Company’s President and Chief Executive Officer effective as of May 12, 2026 (the “Transition Date”) and retire from the Company and the Company’s Board of the Directors (the “Board”) immediately following the Company’s annual meeting of shareholders in May 2027 (the “Retirement Date”). On January 13, 2026, the Company announced that effective as of the Transition Date Mr. Mazelsky will transition to the role of Executive Chair of the Board and Michael (Mike) Erickson, PhD, will assume the role of President and Chief Executive Officer of the Company and join the Board as a Class II Director. In his capacity as President and Chief Executive Officer, Dr. Erickson will serve as the Company’s principal executive officer. Mr. Mazelsky will work closely with Dr. Erickson until Mr. Mazelsky’s Retirement Date to support a seamless transition. Mr. Lawrence D. Kingsley, currently serving as the Board’s independent Non-Executive Chair, will serve as independent Lead Director effective as of the Transition Date.
Dr. Erickson, 52, brings nearly two decades of leadership experience and significant healthcare technology and innovation expertise. Since joining IDEXX in 2011, he has held senior positions across key portions of the Company’s business, including diagnostics, software, strategy and corporate accounts, and currently serves as Executive Vice President and General Manager of IDEXX’s Global Point of Care Diagnostics and Telemedicine lines of business. Prior to joining the Company, Dr. Erickson advised leading pharmaceutical, biotechnology and health service companies as an Associate Principal at McKinsey & Company.
There are no arrangements or understandings between Dr. Erickson and any other persons pursuant to which he will be appointed to serve as the Company’s President and Chief Executive Officer. Dr. Erickson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and Dr. Erickson has no family relationships with any director or executive officer of the Company.
Erickson Letter Agreement.
On January 12, 2026, in connection with Dr. Erickson’s anticipated appointment as President and Chief Executive Officer commencing on the Transition Date, Dr. Erickson entered into a letter agreement (the “Erickson Letter Agreement”) with the Company. The Erickson Letter Agreement sets forth the terms and conditions of Dr. Erickson’s employment as President and Chief Executive Officer and further provides that Dr. Erickson will be appointed to the Board as of the Transition Date and thereafter will be nominated by the Board for reelection during his employment as President and Chief Executive Officer.
Under the terms of the Erickson Letter Agreement, Dr. Erickson will receive an annualized base salary of $1,000,000 and an annual bonus with a target of 120% of base salary, effective as of the Transition Date. With respect to the Company’s 2026 fiscal year, Dr. Erickson is expected to receive a long-term incentive equity award with a target grant date value of not less than $7.8 million, to be granted in the form of stock options (50%) and performance restricted stock units (50%), under the Company’s 2018 Stock Incentive Plan (as amended, restated, amended and restated or replaced from time to time, the “Incentive Plan”), as part of the Company’s annual equity award cycle in February 2026. With respect to the Company’s 2027 fiscal year and each year thereafter during his employment as President and Chief Executive Officer, Dr. Erickson will be eligible to receive equity awards under the Incentive Plan, with grant date values and terms and conditions as determined by the Compensation and Talent Committee of the Board from time to time.
If Dr. Erickson’s employment is terminated by the Company following the Transition Date without “Cause” (as defined therein), other than under the terms of the Erickson CIC Agreement (as defined and described below), the Erickson Letter Agreement provides that Dr. Erickson will be entitled to receive the following, subject to execution and non-revocation of a release of claims and continued compliance with the applicable restrictive covenants:
| · | Salary continuation for two years following termination<br>of employment; |
|---|---|
| · | A lump-sum payment of the employer portion of<br>the cost of continued health benefits for Dr. Erickson and covered dependents for such two-year period; and |
| · | Continued vesting of equity incentive awards<br>for two years following termination of employment, except as may be otherwise provided under the applicable award agreements. |
The Erickson Letter Agreement does not amend or supersede the terms of the Confidential Information, Work Product, and Restrictive Covenant Agreement, between Dr. Erickson and the Company, dated as of March 4, 2022, or any award agreements evidencing grants under the Company’s stock incentive plans to which Dr. Erickson is a party.
A copy of the Erickson Letter Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K. The description of the Erickson Letter Agreement included in this Current Report on Form 8-K is a summary, is not complete and is qualified in its entirety by reference to the terms of the Erickson Letter Agreement filed as Exhibit 10.1 hereto.
Erickson Amended and RestatedCIC Agreement.
As an Executive Vice President, Dr. Erickson was a party to a change in control agreement that provided for certain benefits upon a qualifying termination of employment that follows a change in control of IDEXX. In connection with the CEO transition, Dr. Erickson entered into an amended and restated change in control agreement (the “Erickson CIC Agreement”) on January 12, 2026, to be effective on the Transition Date.
Under the Erickson CIC Agreement, if Dr. Erickson’s employment is terminated after the Transition Date by the Company without “Cause” or by Dr. Erickson with “Good Reason” within the two-year period following a “Change in Control” (as such terms are defined in the Erickson CIC Agreement) (a “Qualifying CIC Termination”), Dr. Erickson will be entitled to receive the following, subject to execution and non-revocation of a release of claims and continued compliance with the applicable restrictive covenants:
| · | A lump-sum payment of an amount equal to the<br>sum of (i) earned but unpaid base salary, (ii) target bonus for the portion of the year prior to the Qualifying CIC Termination,<br>and (iii) any compensation previously deferred by Dr. Erickson and any accrued vacation pay, in each case to the extent unpaid; |
|---|---|
| · | A lump-sum payment of an amount equal to three<br>times the sum of (i) Dr. Erickson’s annual base salary and (ii) the average bonus received by him for the three prior<br>full fiscal years; |
| · | Continuation of all benefits under welfare, benefit,<br>savings and retirement plans for up to three years; and |
| · | Reimbursement of up to $12,500 per year (an aggregate<br>of $25,000) for expenses incurred in connection with outplacement services and relocation costs in connection with obtaining new<br>employment. |
In addition, the Erickson CIC Agreement provides that upon a Qualifying CIC Termination, all shares underlying Dr. Erickson’s outstanding equity awards subject only to time-based vesting conditions will become immediately exercisable or vested, as applicable. The terms of the performance-based equity awards will continue to be governed by the Incentive Plan and the applicable equity award agreements.
A copy of the Erickson CIC Agreement is included as Exhibit 10.2 to this Current Report on Form 8-K. The description of the Erickson CIC Agreement included in this Current Report on Form 8-K is a summary, is not complete and is qualified in its entirety by reference to the terms of the Erickson CIC Agreement filed as Exhibit 10.2 hereto.
Mazelsky Letter Agreement.
On January 12, 2026, Mr. Mazelsky entered into a letter agreement (the “Mazelsky Letter Agreement”) with the Company, which will become effective and supersede Mr. Mazelsky’s current employment agreement with the Company effective on the Transition Date. The Mazelsky Letter Agreement provides for the terms and conditions of his continued employment as Executive Chair from the Transition Date through the Retirement Date, unless terminated earlier by the Company or Mr. Mazelsky. The Mazelsky Letter Agreement provides that, in exchange for his service as Executive Chair, Mr. Mazelsky will be paid an annual base salary of $1,150,000 through the Retirement Date. In addition, with respect to the 2026 fiscal year, Mr. Mazelsky will be eligible for a target annual bonus opportunity determined as a percentage of the annual base salary actually paid with respect to the 2026 fiscal year equal to the blended rate of (i) 130% for the period from January 1 through the Transition Date and (ii) 100% for the period from the Transition Date through December 31, 2026 (the “FY 2026 Bonus”).
As part of the Company’s annual equity award cycle, it is expected that Mr. Mazelsky will receive a grant of time-vesting restricted stock units with a target grant date value of not less than $8.275 million in February 2026, which will serve as Mr. Mazelsky’s equity incentive compensation with respect to the Company’s 2026 fiscal year and with respect to the portion of the Company’s 2027 fiscal year prior to the Retirement Date. Mr. Mazelsky will not be eligible for any other cash or equity incentive payments with respect to his employment as Executive Chair during the 2027 fiscal year.
If Mr. Mazelsky’s employment with the Company is terminated by the Company after the Transition Date and prior to the Retirement Date without “Cause” (as defined in the Mazelsky Letter Agreement) (an “Involuntary Termination”), Mr. Mazelsky will be entitled to receive the following, subject to execution and non-revocation of a release of claims and continued compliance with the applicable restrictive covenants:
| · | A lump-sum payment of Mr. Mazelsky’s<br>base salary through the Retirement Date; and |
|---|---|
| · | FY 2026 Bonus (to the extent not already paid),<br>calculated based on actual performance of the Company, payable at the same time such bonus is paid to other executive officers of the<br>Company. |
If the Involuntary Termination occurs on or prior to February 14, 2027, the Company will permit Mr. Mazelsky to take a personal unpaid leave through February 15, 2027, at which time Mr. Mazelsky will be deemed to retire and will be treated as experiencing a qualifying “retirement” for purposes of the applicable compensation and benefit plans and programs of the Company.
The Mazelsky Letter Agreement does not amend or supersede the terms of the Confidential Information, Work Product, and Restrictive Covenant Agreement, between Mr. Mazelsky and the Company, dated as of January 19, 2022, or any award agreements evidencing grants under the Company’s stock incentive plans to which Mr. Mazelsky is a party.
A copy of the Mazelsky Letter Agreement is included as Exhibit 10.3 to this Current Report on Form 8-K. The description of the Mazelsky Letter Agreement included in this Current Report on Form 8-K is a summary, is not complete and is qualified in its entirety by reference to the terms of the Mazelsky Letter Agreement filed as Exhibit 10.3 hereto.
Item 7.01. Regulation FD Disclosure.
A copy of the press release dated January 13, 2026, announcing these matters is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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.
| IDEXX LABORATORIES, INC. | ||
|---|---|---|
| Date: January 13, 2026 | By: | /s/ Sharon E. Underberg |
| Sharon E. Underberg | ||
| Executive Vice President, General Counsel and Corporate Secretary |
Exhibit 10.1
EXECUTION VERSION
January 12, 2026
Michael Erickson
| Re: | Appointment as President and Chief Executive Officer |
|---|
Dear Mike:
This letter agreement (this “Letter Agreement”) sets forth the terms of your appointment to the role of President and Chief Executive Officer of IDEXX Laboratories, Inc., a Delaware corporation (“IDEXX” or the “Company”), effective as of May 12, 2026 (the “Effective Date”). In the event that your employment terminates prior to the Effective Date, this Letter Agreement will be null and void ab initio.
1. Positionand Duties. On the Effective Date, you will assume the position of President and Chief Executive Officer and your service as Executive Vice President of IDEXX and General Manager of IDEXX’s Global Point of Care Diagnostics and Telemedicine will cease. In your role as President and Chief Executive Officer, you will report solely and directly to the Board of Directors of the Company (the “Board”) and will have the duties and responsibilities that are determined by the Board from time to time and are customarily associated with the role of Chief Executive Officer. You will be appointed to serve on the Board effective as of the Effective Date and will thereafter be nominated for reelection to the Board during the Employment Period (as defined below). If your employment as President and Chief Executive Officer is terminated for any reason, you will be deemed to have resigned from your membership on the Board and the boards of any Company subsidiaries, as well as any officer positions with such entities, and you agree to execute any documentation reasonably requested by the Company to reflect such resignation.
2. EmploymentPeriod. The term of your employment as President and Chief Executive Officer hereunder will commence on the Effective Date and will continue until the date it is terminated by you or the Company for any reason (such period, the “Employment Period”).
3. DedicatedTime; Outside Activities. During the Employment Period, you agree to devote substantially all of your business time and attention to the business and affairs of the Company. Notwithstanding the foregoing, you may (a) serve any civic, charitable, educational or professional organization and (b) serve on the board of directors of up to one for-profit business enterprise (other than the Company), provided, in each case, that, to the extent such service commences after the Effective Date, it is approved in advance by the Lead Director of the Board or Non-Executive Chair of the Board, as applicable, and the Chair of the Governance and Corporate Responsibility Committee of the Board in his or her discretion. In addition, you may manage your personal investments. Board service and investment management activities described in this Section 3 may in no event (x) violate the terms of this Letter Agreement or the Restrictive Covenant Agreement (as defined below) or (y) interfere with your duties and responsibilities to the Company. For the avoidance of doubt, any such positions you hold as of the Effective Date may continue without additional approval.
4. WorkLocation. Your principal place of employment will continue to be the Company’s headquarters in Westbrook, Maine.
5. AnnualBase Salary. As of the Effective Date, your annual base salary rate will increase to $1,000,000 (“Annual Base Salary”). The Company will pay your Annual Base Salary in accordance with its normal payroll practices and procedures as in effect from time to time. During the Employment Period, the Annual Base Salary shall be reviewed in the first quarter of the 2025 calendar year and thereafter at least annually, with the first review to occur no later than the first quarter of the calendar year immediately following the Effective Date. Any increase in the Annual Base Salary will not serve to limit or reduce any other obligation to you under this Letter Agreement. The Annual Base Salary will not be reduced after any such increase and, except as otherwise specified herein, the term the Annual Base Salary as utilized in this Agreement refers to the Annual Base Salary as so increased.
6. AnnualBonus. In addition to Annual Base Salary, for each calendar year ending during the Employment Period, you will be eligible to receive an annual cash incentive bonus with a target value equal to 120% of the annual base salary actually paid with respect to the applicable fiscal year (the “Annual Bonus”). Subject to your continued employment through the payment date (which shall be no later than March 15 of the year following the year in which such bonus is earned), the actual amount of the Annual Bonus payable to you will be determined by the Compensation and Talent Committee of the Board (the “Committee”) based on satisfaction of specified performance goals established by the Committee. The Annual Bonus will be subject to other such terms as determined by the Committee in its discretion.
7. EquityCompensation. It is expected that, prior to the Effective Date, you will have received an annual long-term incentive award with respect to the Company’s fiscal year 2026 with a target grant date value of not less than $7.8 million, granted in the form of stock options (50%) and performance restricted stock units (50%) under the Company’s 2018 Stock Incentive Plan (as amended or amended and restated from time to time, the “Incentive Plan”). With respect to each fiscal year of the Company that commences during the Employment Period beginning with fiscal year 2027, you will be eligible to receive an annual long-term incentive award under the Incentive Plan with a grant date value and terms and conditions as determined by the Committee. For the avoidance of doubt, the terms and conditions of your annual long-term incentive awards will be determined by the Committee.
8. Health &Welfare Benefits. During the Employment Period, you and your eligible dependents will be entitled to participate in the Company’s employee health and welfare benefit plans, as may be in effect from time to time, on terms that are no less favorable than those applicable to other executive officers of the Company.
9. OtherBenefits and Policies. During the Employment Period, you will be entitled to paid time off and reimbursement for all reasonable expenses incurred by you in connection with execution of your duties, in each case, in accordance with the policies, practices and procedures of the Company in effect from time to time.
10. Terminationof Employment.
a. TerminationGenerally. You or the Company may terminate your employment for any reason or no reason at any time. Upon any termination of your employment, you will be entitled to (i) any accrued but unpaid base salary and (ii) any other amounts or benefits to which you are entitled under the terms of any plan, program, policy, practice or contract of the Company through the date of your termination of employment including any accrued and unpaid paid time off paid out at the per-business-day Annual Base Salary rate (collectively, the “Accrued Benefits”).
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b. InvoluntaryTermination. In the event that the Company terminates your employment for any reason other than Cause (as defined below) or other than under the terms of the Change in Control Agreement (as defined below) (such termination, an “Involuntary Termination”), you will be entitled to receive the following benefits: (i) salary continuation for two (2) years following such Involuntary Termination (the “Severance Period”); (ii) a lump-sum payment of the employer portion of the cost of continued health benefits for you and covered dependents with respect to the Severance Period and (iii) except as otherwise provided in the applicable award agreements, continued vesting of equity incentive awards that would have otherwise vested during the Severance Period had you remained employed (clauses (i), (ii) and (iii), collectively, “Severance Benefits”). In addition, any stock options held by you that were vested immediately prior to an Involuntary Termination will remain exercisable for (i) 90 days following such Involuntary Termination or (ii) if you are eligible for Retirement (as defined in the applicable award agreement), twenty-four (24) months following such Involuntary Termination (or a longer exercise period if provided under the applicable award agreement). Any stock options that vest during the Severance Period will remain exercisable for ninety (90) days following the Severance Period (or a longer exercise period if provided under the applicable award agreement).
c. SeveranceConditions. Payment of Severance Benefits will be subject to your (i) execution and non-revocation of a general release of claims in favor of the Company, substantially in the form attached hereto as Exhibit A (the “Release”), and (ii) continued compliance with the terms of the Restrictive Covenant Agreement (as defined below) (clauses (i) and (ii) together, the “Severance Conditions”). Severance Benefits will be paid on the 60th day following an Involuntary Termination, provided that you have satisfied the Severance Conditions.
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d. Resignation;Termination for Cause. In the event that you resign from your position as President and Chief Executive Officer (other than a resignation for Good Reason pursuant to the Change in Control Agreement) or the Company terminates your employment for Cause after a resolution is duly adopted by the affirmative majority vote of the Board (after a Notice of Termination (as defined below) is provided to you and you are given an opportunity, together with counsel, to be heard before the Board (the “Hearing”)), finding that there is Cause (as defined below) to terminate your employment, you will not be entitled to any further payments or benefits from the Company following the date of your termination of employment, other than the Accrued Benefits. The Hearing must be held on not less than 15 days’ prior written notice to you stating the Board’s intention to terminate you for Cause and stating in detail the particular event(s) or circumstance(s) which the Board believes constitute(s) Cause for termination, and the Board may, in its sole discretion, elect to place you on an unpaid leave of absence during such notice period prior to the Hearing. For purposes of this Letter Agreement, “Cause” means any of the following: (i) your having engaged in willful misconduct or gross negligence in the performance of any of your duties to the Company, which, if capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after you receive from the Board written notice of such willful misconduct or gross negligence; (ii) your willful failure or refusal to perform reasonably assigned directives of the Board (other than any such failure resulting from incapacity due to physical or mental illness) or to cooperate with an internal investigation being conducted by or at the direction of the Board which, if capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after you receive from the Board, written notice of such failure or refusal; (iii) your indictment for, conviction of, or plea of guilty or nolo contendere by you to, (x) any felony or (y) any crime (whether or not a felony) involving fraud, theft, breach of trust or similar acts, in any case, whether under the laws of the United States or any states thereof or any foreign law to which you may be subject; (iv) your willful or continued failure to comply with any written rules, regulations, policies or procedures of the Company which, if not complied with, would reasonably be expected to have a material adverse effect on the business, financial condition or reputation of the Company, as determined by the Board in its reasonable discretion, that in the case of a failure that is capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after you receive from the Board written notice of such failure; or (v) your abuse of alcohol or another controlled substance that would reasonably be expected to result in a material adverse effect on the business, financial condition or reputation of the Company, as determined by the Board in its reasonable discretion. For purposes of this provision, no act or failure to act, on your part, will be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. For purposes of this provision, a “Notice of Termination” means a written notice which (A) indicates the specific termination provision in this Agreement relied upon, (B) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated, and (C) specifies the termination date (which date will be not more than thirty days after the giving of such notice). The failure by the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Company hereunder or preclude the Company from asserting such fact or circumstances in enforcing the Company’s rights hereunder.
e. Changein Control. Concurrently with the signing of this Letter Agreement, you and the Company are entering into an amendment and restatement of the Change in Control Agreement by and between you and the Company, which will be effective as of the Effective Date, subject to your continued employment through the Effective Date (the “Change in Control Agreement”). In the event that your employment is terminated in circumstances that entitle you to receive severance compensation pursuant to the Change in Control Agreement, the terms of the Change in Control Agreement will control, and you will not be entitled to any Severance Benefits under this Section 10. In addition, for the avoidance of doubt, during the Change in Control Period (as defined in the Change in Control Agreement), the Change in Control Agreement will govern the terms of your employment with the Company and will control in the event of a conflict between the Change in Control Agreement and this Letter Agreement.
11. RestrictiveCovenants. You acknowledge and agree that your Confidential Information, Work Product, and Restrictive Covenant Agreement, by and between you and the Company, dated as of March 4, 2022 (the “Restrictive Covenant Agreement”), remains in full force and effect. In addition, from and after the Effective Date, including at all times after the Employment Period, (i) you agree not to make any statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company or any of its affiliates or subsidiaries or their respective employees, officers, directors or stockholders, and (ii) the Company will direct its officers, directors, and other authorized representatives not to make any statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of you.
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12. At-WillEmployment. You acknowledge and agree that your employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice. You understand and agree that neither your job performance nor commendations, bonuses, or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of your at-will employment with the Company. You further acknowledge and agree that the Company may modify job titles, salaries and benefits from time to time as it deems necessary. However, as described in this Letter Agreement and the Change in Control Agreement, you may receive severance benefits depending on the circumstances of the termination of your employment with the Company.
13. Miscellaneous.
a. EntireAgreement. This Letter Agreement, together with the Restrictive Covenant Agreement and the Change in Control Agreement, contain the entire agreement between you and the Company with respect to your service as President and Chief Executive Officer and supersede any and all prior understandings or agreements, whether written or oral, with respect to such service.
b. GoverningLaw. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Maine, without reference to principles of conflicts of law.
c. Notices. All notices and other communications hereunder will be in writing and will be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, or by e-mail, read receipt requested, addressed as follows (or such other addresses as specified by the parties by like notice):
| If to you: | at the address and<br> e-mail on file in the Company’s records. |
|---|---|
| If to the Company: | IDEXX Laboratories, Inc. |
| One IDEXX Drive | |
| Westbrook, ME 04092 | |
| Attention: General Counsel | |
| E-mail: GeneralCounsel@idexx.com |
Notice and communications will be effective when actually received by the addressee.
d. Amendments. No provision of this Letter Agreement may be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
e. Successors. This Letter Agreement is personal to you and without the prior written consent of the Company will not be assignable by you otherwise than by will or the laws of descent and distribution. This Letter Agreement will inure to the benefit of and be binding upon the Company and its successors and assigns. As used in this Letter Agreement, “Company” will mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Letter Agreement by operation of law, or otherwise.
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f. Invalidity. The invalidity or unenforceability of any provision of this Letter Agreement shall not affect the validity or enforceability of any other provision of this Letter Agreement.
g. Section Headings;Construction. The section headings used in this Letter Agreement are included solely for convenience and will not affect, or be used in connection with, the interpretation hereof.
h. TaxWithholding. The Company and its affiliates may withhold from any amounts payable under this Letter Agreement such federal, state, local or foreign taxes as they believe to be required to be withheld pursuant to any applicable law or regulation.
i. Section 409A**.**It is intended that payments and benefits made or provided under this Letter Agreement will not result in penalty taxes or accelerated taxation pursuant to Section 409A. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A will be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Letter Agreement will be treated as a separate payment of compensation.
j. Counterparts. This Letter Agreement may be executed by .pdf or facsimile signatures in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.
[Signature Page Follows]
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To confirm the foregoing terms are acceptable to you, please execute and return the copy of this Letter Agreement, which is enclosed for your convenience.
| Very truly yours, | ||
|---|---|---|
| IDEXX Laboratories, Inc. | ||
| By: | /s/ Sharon E. Underberg | |
| Name: | Sharon E. Underberg | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary |
ACKNOWLEDGED AND AGREED:
| /s/ Michael Erickson |
|---|
| Michael Erickson |
[Signature Page to ChiefExecutive Officer Letter Agreement]
Exhibit A
General Release of Claims
In consideration of the severance benefits provided by IDEXX to you, as set forth in the attached Letter Agreement (the “Agreement”), and by signing this general release of claims agreement (this “Release Agreement”), you agree as follows:
1. Release. In consideration of the payments and benefits to be made under the Agreement, by signing this Release Agreement, you and your heirs and assigns hereby fully, forever, irrevocably and unconditionally release and discharge IDEXX Laboratories, Inc., its subsidiaries and affiliates, and all of their respective former and current officers, directors, owners, stockholders, affiliates, agents, employees, and attorneys (collectively the “Released Parties”) from, and waive, any and all claims, charges, or actions of any kind which you have ever had or now have through the Release Effective Date (as defined below), whether known or unknown, against any or all of the Released Parties, arising out of or relating to your employment or termination from employment, including but not limited to claims under the Agreement, claims under any severance plan maintained by IDEXX, claims for discrimination based on race, sex, disability, national origin, age, religion, color, ancestry, marital or family status, pregnancy, sexual orientation, and any other legally protected attribute or status, and including without limitation claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the National Labor Relations Act, the Maine Human Rights Act, including in all cases any amendments and their respective implementing regulations, and any other applicable federal, state or local law (statutory, regulatory, or otherwise) that may be legally waived and released, including but not limited to, laws pertaining to wrongful discharge claims, defamation claims, retaliation claims, unpaid wage claims, or other statutory or common law or contract claims; provided that identification of specific statutes in this paragraph 1 is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this Release Agreement in any manner. You acknowledge that this release releases the Released Parties in both their corporate and their individual capacities.
Without limiting the above, this Release Agreement also constitutes a release of any claims you may have, as of the Release Effective Date, against the Released Parties, pursuant to the Age Discrimination in Employment Act, as amended (which is the federal statute which makes it illegal for an employer to discharge or otherwise discriminate against an employee because of the employee’s age), including any possible claims relating to termination of your employment.
It is the specific intent and purpose of this Release Agreement to release and discharge any and all claims and causes of action of any kind or nature whatsoever as aforesaid to the full extent such release is allowed by law, from the beginning of time until the present day, whether such claims and causes of action are known or unknown and whether specifically mentioned or not. You acknowledge that you are aware that statutes exist that render null and void releases and discharges of claims and causes of actions that are unknown to the releasing or discharging party at the time of execution of the release and discharge. You hereby expressly waive, surrender and agree to forego any protection to which you would otherwise be entitled by virtue of the existence of any such statute in any jurisdiction, including, but not limited to, the State of Maine.
You agree not only to release and discharge the Released Parties from any and all claims against the Released Parties that you could make on your own behalf, but also those which may have been or may be made by any other person or organization on your behalf.
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You specifically waive any right to become, and promise not to become, a party to any case or proceeding or a member of any class in a case or proceeding in which any claim or claims are asserted against the Released Parties involving any event which has occurred as the date of your termination of employment. If you are asserted to be a member of a class in a case or proceeding against the Released Parties involving any events occurring prior to or as of the Release Effective Date, you shall immediately withdraw with prejudice in writing from said class, if permitted by law to do so. You agree that this Release Agreement is, will constitute and may be pleaded as a bar to any such case or proceeding.
2. Exceptions to the Release. Notwithstanding the release set forth above in paragraph 1, this Release Agreement is not a waiver by you of (1) any right or claim that may arise after the date this Release Agreement is executed by you, (2) any right or claim to unemployment compensation, (3) any vested retirement and profit sharing benefits for which you are eligible in accordance with the terms of the respective employee benefit plans, (4) any rights to cooperate with or participate in any claim of unlawful employment discrimination before a state or federal fair employment practices agency, although this Release Agreement precludes you from recovering any monetary benefits in any such proceedings, (5) any rights afforded under Section 21F of the Securities Exchange Act (commonly referred to as the whistleblower rules), or (6) any rights under this Release Agreement or that may not be released by law. This is also not a waiver of any claim you may have for workers’ compensation benefits although you have represented to IDEXX that you do not know of any such claims and that you do not believe that you have any workplace injury relating to your employment with IDEXX for which a “First Report of Injury” has not already been filed.
3. No Admissions. Nothing contained herein shall be construed as an admission by IDEXX of any liability or unlawful conduct whatsoever. You agree and understand that the severance payments and benefits provided pursuant to the Agreement are provided solely in consideration of your execution of this Release Agreement, and that the payments and benefits are sufficient consideration for the Release Agreement.
4. Knowing Consent to Release. By signing below, you understand and agree that:
a) You have the option to take a full twenty-one (21) daysfrom [●], the date the Release Agreement was provided to you by IDEXX, within which to consider this Release Agreement before executing it. If you sign this Release Agreement sooner than twenty-one (21) days from when it was provided to you, you do so with the understanding that you could have taken the entire twenty-one (21)-day period to review this Release Agreement.
b) You have carefully read and fully understand all of the provisions of this Release Agreement.
c) You are, through this Release Agreement, releasing the Released Parties from any and all claims you may have against the Released Parties.
d) You knowingly and voluntarily agree to all of the terms set forth in this Release Agreement.
e) You knowingly and voluntarily intend to be legally bound by the same.
f) You have been advised in writing to consider the terms of this Release Agreement and consult with an attorney of your choice prior to executing this Release Agreement.
g) You acknowledge that the consideration set forth in the Agreement is above and beyond anything you might otherwise be entitled to receive.
h) You have a full seven (7) days afterexecuting this Release Agreement to revoke this Release Agreement by delivering written notice of revocation to the Company’s Chief Human Resources Officer and are hereby advised in writing that this Release Agreement shall not become effective or enforceable until the revocation period has expired. If the Release Agreement is not revoked, it shall become effective and irrevocable on the day next following the day on which the foregoing revocation period has expired (the “Release Effective Date”). In case of revocation, the obligations of each party to this Release Agreement shall become null and void.
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5. Choice of Law. This Release Agreement shall be governed by and construed in accordance with the laws of the State of Maine. You agree and consent to submit to personal jurisdiction in the State of Maine in any state or federal court of competent subject matter jurisdiction situated in Cumberland County, Maine. You further agree that the sole and exclusive venue for any suit arising out of, or seeking to enforce, the terms of this Release Agreement.
6. Miscellaneous.
a) No delay or omission by IDEXX in exercising any right under this Release Agreement shall operate as a waiver of that or any other right. A waiver or consent given by IDEXX on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
b) The captions of the sections of this Release Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Release Agreement.
c) In case any provision of this Release Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
d) Nothing in this Release Agreement precludes you from providing truthful testimony when lawfully subpoenaed or otherwise required to do so by law.
e) By signing this Release Agreement, you hereby represent that to the best of your knowledge you did not commit any act, or fail to commit any act, or do anything else while employed by IDEXX that was a breach of your duty of loyalty (including but not limited to taking any property that belongs to IDEXX or its customers) or that might result in liability to IDEXX.
f) This Release Agreement may not be altered, amended or modified except in writing signed by both IDEXX and you.
g) If any provision of this Release Agreement shall be found by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, then such provision shall be construed and/or modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Release Agreement, as the case may require, and this Release Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be. The parties further agree to seek a lawful substitute for any provision found to be unlawful; provided, that, if the parties are unable to agree upon a lawful substitute, the parties desire and request that a court or other authority called upon to decide the enforceability of this Release Agreement modify this Release Agreement so that, once modified, this Release Agreement will be enforceable to the maximum extent permitted by the law in existence at the time of the requested enforcement.
7. Complete Agreement. This Release Agreement and the Agreement (and all exhibits thereto) constitute the complete understanding between you and IDEXX with respect to your separation from employment, and this Release Agreement supersedes all prior representations, agreements, and understandings, both written and oral, between you and IDEXX with respect to the subject matters hereof.
8. Counterparts. This Release Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered in .pdf format shall be deemed effective for all purposes.
[Signature Page Follows]
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Please sign and return a complete copyof this Release Agreement to the Company’s Chief Human Resources Officer, indicating your agreement to all of the terms of the Release Agreement. This Release Agreement shall expire if not signed by you and returned to the Company’s Chief Human Resources Officer by no later than the close of business on [●].
| IDEXX LABORATORIES, INC. | |
|---|---|
| By: | Date: |
| Title: |
You have been advised that at least twenty-one (21) calendar days will be provided for the review of this Release Agreement, and to consult with an attorney prior to the execution of this Release Agreement.
You represent and agree that you have carefully read and fully understand all of the provisions of this Release Agreement and that you have voluntarily entered into this Release Agreement.
| ACCEPTED AND AGREED<br> TO: | |
|---|---|
| By: | Date: |
(Signature Page to Release of Claims)
Exhibit 10.2
EXECUTION VERSION
AMENDEDAND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT is made as of January 12, 2026 (this “Agreement”), by and between IDEXX Laboratories, Inc., a Delaware corporation (the “Company”), and Michael Erickson (the “Executive”). This Agreement amends and restates in its entirety the Change in Control Agreement by and between the Company and the Executive dated as of August 2, 2024 and will become effective upon the assumption by Executive of the role of President and Chief Executive Officer, which is currently expected to occur on May 12, 2026 (the “Agreement Date”), subject to the Executive’s continued employment with the Company through the Agreement Date. In the event that the Executive’s employment terminates prior to the Agreement Date, this Agreement will be null and void ab initio.
The Compensation and Talent Committee of the Board of Directors of the Company (the “Committee”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below) of the Company. The Committee believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation and benefits arrangements upon a Change in Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives and in consideration of the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties to this Agreement, the Company and Executive agree as follows:
1. Certain Definitions.
(a) “Effective Date” shall mean the first date during the Change in Control Period (as defined below) on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination of employment.
(b) “Change in Control” shall have the meaning ascribed to such term in the Company’s 2018 Stock Incentive Plan, as amended or amended and restated from time to time. Notwithstanding the foregoing, for any payments or benefits hereunder that are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), a Change in Control must constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i).
(c) “Change in Control Period” shall mean the period commencing on the Agreement Date and ending on December 31, 2026; provided, that on December 31, 2026 and each anniversary thereof (such date and each anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Change in Control Period shall be automatically extended so as to terminate one year from such Renewal Date, unless at least 120 days prior to the Renewal Date the Company shall give notice to the Executive that the Change in Control Period shall not be so extended.
2. Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the earlier of (a) the second anniversary of such date or (b) the termination of the Executive’s employment pursuant to Section 4 hereof (the “Employment Period”). Except as provided in Section 1(a), nothing in this Agreement shall, prior to the Effective Date, impose upon the Company any obligation to retain the Executive as an employee. In addition, nothing in this Agreement shall restrict the Executive from terminating the Executive’s employment with the Company, and no such termination by the Executive shall be deemed a breach of this Agreement.
3. Terms of Employment.
(a) Position and Duties.
(i) During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location that does not increase the Executive’s one-way commute by more than 35 miles.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company or the terms of this Agreement. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.
(b) Compensation.
(i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its Affiliated Companies (as defined below) in respect of the 12-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Executive’s Annual Base Salary shall not be reduced after any such increase, and the term “Annual Base Salary,” as utilized in this Agreement, shall refer to the Executive’s Annual Base Salary as so increased. As used in this Agreement, the term “Affiliated Companies” shall include any company controlled by, controlling or under common control with the Company.
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(ii) Annual Bonus. In addition to Annual Base Salary, during the Employment Period, the Executive shall be entitled to receive such annual bonus as may be determined by the Board of Directors of the Company (the “Board”) or the Committee, as the case may be, but in no event shall the target bonus opportunity, expressed as a percentage of Annual Base Salary, be less than the target bonus opportunity in respect of the full fiscal year immediately preceding the Effective Date. Any annual bonus shall be paid no later than March 15 of the year following the year in which such bonus is earned; provided, that the Executive must be employed by the Company on the date of payment to be entitled to receive an annual bonus.
(iii) Incentive Plans. During the Employment Period, the Executive shall be entitled to participate in all incentive plans, practices, policies and programs applicable generally to other peer executives of the Company and its Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliated Companies.
(iv) Welfare Benefit, Savings and Retirement Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit, savings and retirement plans, practices, policies and programs provided by the Company and its Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, split-dollar life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliated Companies.
(v) Expenses. During the Employment Period, the Executive shall be entitled to receive reimbursement for all reasonable expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company in effect immediately prior to the Effective Date.
(vi) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company and its Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliated Companies.
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(c) Equity Awards.
(i) Time-Based Awards. Immediately prior to the consummation of a Change in Control, each then-outstanding award for common stock of the Company, including without limitation any stock option, stock appreciation right, restricted stock unit award, restricted stock award or other stock-based award, subject only to time-based vesting conditions (each, a “Time-Based Award”), held by the Executive shall become immediately exercisable, vested, realizable, or deliverable, or free from restrictions applicable to the Time-Based Award as to 25% of the number of shares as to which each such Time-Based Award would otherwise be subject to restrictions or not then be exercisable, vested, realizable, or deliverable (rounded down to the nearest whole share) (such shares, the “Accelerated Shares”), and the number of shares as to which each such Time-Based Award shall become exercisable, vested, realizable, deliverable and free from restrictions on each vesting date set forth in the Executive’s applicable award agreement shall be reduced proportionately by the Accelerated Shares. In addition, all such Time-Based Awards held by the Executive shall immediately become fully exercisable, vested, realizable, deliverable and free from restrictions if and when, within 24 months after a Change in Control, the Executive’s employment with the Company (or the acquiring or succeeding entity) is involuntarily terminated by the Company (or such acquiring or succeeding entity) other than for Cause (as defined below) or is terminated by the Executive for Good Reason (as defined below). Notwithstanding the provisions of this Section 3(c)(i), if any such outstanding Time-Based Award is terminated in connection with a Change in Control, such award shall become fully exercisable, vested, realizable, deliverable and free from restrictions immediately before the occurrence of the Change in Control.
(ii) Performance-Based Awards. Notwithstanding anything to the contrary herein, each then-outstanding award for common stock of the Company, including without limitation any stock option, stock appreciation right, restricted stock unit award, restricted stock award or other stock-based award, subject to performance-based vesting conditions (each, a “Performance-Based Award”), held by the Executive shall be subject to the terms and conditions set forth in the award agreement for such Performance-Based Award upon the occurrence of a Change in Control.
4. Termination of Employment.
(a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 13(c) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”); provided, that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive’s legal representative.
(b) Cause. Subject to Section 4(d), the Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful failure of the Executive to perform substantially the Executive’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company.
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(c) Good Reason. The Executive’s employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean one or more of the following conditions arising without the consent of the Executive:
(i) a material diminution in the Executive’s Annual Base Salary or Annual Bonus opportunity;
(ii) a material diminution in the Executive’s authority, duties, or responsibilities; provided that, for the avoidance of doubt, if at any time, (x) the Executive ceases to be the President and Chief Executive Officer of the Company, the entity surviving any Business Combination (as defined below) (if not the Company), or the Person that ultimately controls the Company or such surviving entity, or (y) if the Executive is required to report to a corporate officer or employee instead of reporting directly to the Board, then, in each case, a material diminution of the Executive’s authority, duties, or responsibilities shall be deemed to have occurred;
(iii) a material diminution in the budget over which the Executive retains authority;
(iv) a change in the geographic location at which the Executive must perform services that results in an increase in the one-way commute of the Executive by more than 35 miles; or
(v) any other action or inaction that constitutes a material breach by the Company of this Agreement.
(d) Notice of Termination.
(i) Any termination by the Company for Cause, or by the Executive for Good Reason, shall be effected by Notice of Termination to the other party hereto given in accordance with Section 13(c) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (A) indicates the specific termination provision in this Agreement relied upon, (B) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (C) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstances in enforcing the Executive’s or the Company’s rights hereunder.
(ii) Any Notice of Termination for Cause must be given within 60 days of the Board learning of the event(s) or circumstance(s) which the Board believes constitute(s) Cause. Prior to any Notice of Termination for Cause being given (and prior to any termination for Cause being effective), the Executive shall be entitled to a hearing before the Board at which the Executive may, at the Executive’s election, be represented by counsel and at which the Executive shall have a reasonable opportunity to be heard. Such hearing shall be held on not less than 15 days prior written notice to the Executive stating the Board’s intention to terminate the Executive for Cause and stating, in detail, the particular event(s) or circumstance(s) which the Board believes constitute(s) Cause for termination.
(iii) Any Notice of Termination for Good Reason must be given to the Company within 60 days of the initial existence of one or more conditions described in Section 4(c) which the Executive believes constitute(s) Good Reason. Upon such Notice of Termination for Good Reason, the Company shall be entitled to a period of 30 days during which it may remedy the condition(s) and not be required to pay benefits under this Agreement.
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(e) Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, subject, in the case of termination by the Company, for Cause, to the Company’s compliance with Section 4(d)(ii) and in the case of termination by the Executive for Good Reason, to the Executive’s compliance with Section 4(d)(iii); (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination; and (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.
5. Obligations of the Company Upon Termination.
(a) Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, death or Disability or the Executive shall terminate employment for Good Reason:
(i) the Company shall pay to the Executive in a lump sum in cash the following amounts, subject, in each case, to Sections 10, 11 and 12 hereof:
A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the target bonus for the then current fiscal year and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the “Accrued Obligations”); and
B. the amount equal to the product of (1) three (3) and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Average Annual Bonus. The “Average Annual Bonus” is equal to the average of the bonus paid (or payable) to the Executive for the three prior full fiscal years (or, if fewer, the number of full fiscal years the Executive was employed by the Company prior to the Effective Date); provided, that if the Executive was not eligible to participate in an annual bonus program for at least one full fiscal year, the Average Annual Bonus shall be the Executive’s target bonus for the year in which termination of employment occurs.
(ii) for 36 months after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) of this Agreement (excluding any savings and/or retirement plans) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies and their families, provided, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until 24 months after the Date of Termination and to have retired on the last day of such period;
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(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and
(iv) the Company shall timely reimburse the Executive up to $12,500 each year (an aggregate of $25,000) for expenses incurred in connection with outplacement services and relocation costs incurred in connection with obtaining new employment outside the state of their then-current principal residence until the earlier of (i) 36 months following the termination of Executive’s employment or (ii) the date the Executive secures full time employment.
(b) Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination.
(c) Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.
(d) Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (i) Executive’s Annual Base Salary through the Date of Termination, (ii) the amount of any compensation previously deferred by the Executive, and (iii) Other Benefits, in each case to the extent theretofore unpaid or not yet provided. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.
(e) Time of Payment. Amounts payable under this Section 5 following an Executive’s termination of employment, other than those expressly payable on a deferred basis, will be paid in the payroll period next following the payroll period in which termination of employment occurs, except as otherwise provided in Sections 10 or 12.
6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliated Companies and for which the Executive may qualify, nor, subject to Section 13(g), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its Affiliated Companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its Affiliated Companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.
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7. Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive (under this Agreement or otherwise) or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as otherwise provided in this Agreement, such amounts shall not be reduced whether or not the Executive obtains other employment.
8. Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Affiliated Companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its Affiliated Companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement) (“Confidential Information”). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 8 constitute a basis for deferring or withholding any amounts or benefits otherwise payable or to be provided to the Executive under this Agreement. Nothing in this Agreement, any invention and non-disclosure agreement executed by and between the Executive and the Company, any non-compete agreement executed by and between the Executive and the Company, or any policy or procedure of the Company, shall be construed to prevent disclosure of Confidential Information as may be required or permitted by applicable law or regulation; especially with respect to a federal or state administrative agency (e.g., Equal Employment Opportunity Commission, equivalent state employment agency, Securities and Exchange Commission, etc.) and including as part of filing a charge or complaint with such federal or state administrative agency, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required or permitted by such law, regulation, or order. The Executive does not need the prior authorization of, or to provide notice to, any representative of the Company to file a charge or complaint with, or otherwise participate in an investigation or proceeding that may be commenced by, a federal or state administrative agency. With respect, specifically, to an order of a court of competent jurisdiction, Executive will promptly provide the General Counsel of the Company with written notice of any such order. If the Company chooses to seek a protective order or other remedy, Executive will cooperate fully with the Company. If the Company does not obtain a protective order or other remedy or waives compliance with certain provisions of this Agreement, Executive will furnish only that portion of the Confidential Information which, in the written opinion of counsel, is legally required to be disclosed and will use its best efforts to obtain assurances that confidential treatment will be accorded to such disclosed Confidential Information. In addition, nothing in this Agreement in any way prohibits or is intended to restrict or impede, and shall not be interpreted or understood as restricting or impeding, Executive from exercising Executive’s rights under Section 7 of the National Labor Relations Act (NLRA) or otherwise disclosing information as permitted by law. Nothing in this Agreement in any way prohibits or is intended to restrict or impede, the Executive’s right to receive an award from any federal or state administrative agency for information provided under any protected whistleblower or similar program.
9. Successors.
(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
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(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid.
10. Section 409A.
(a) This Agreement is intended to comply with Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.
(b) Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with the Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” within the meaning of Section 409A, then such payment or benefit shall not be paid until the first payroll date following the date that is six months from the Date of Termination or, if earlier, on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.
(c) To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.
11. Section 280G. The Executive hereby agrees to the terms set forth in Exhibit A to this Agreement.
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12. Release. As a condition of receipt of any payments or benefits under Section 5 of this Agreement, the Executive (or, in the event of the Executive’s termination due to death or Disability, the Executive’s estate, beneficiaries or other representatives, as applicable) shall be required to sign a customary release prepared by and provided by the Company (the “Release”) and to abide by the provisions thereof. The Release shall contain a release and waiver of any claims the Executive or the Executive’s estate, beneficiaries and other representatives may have against the Company and its officers, directors, affiliates and/or representatives, and shall release those entities and persons from any liability for such claims including, but not limited to, all employment discrimination claims. Except as otherwise provided in Section 10, payments and benefits under Section 5 of this Agreement will be paid on the 90th day following the Executive’s termination of employment, provided that the Executive has executed and submitted the Release and the statutory period during which the Executive is entitled to revoke the Release has expired on or before that 90th day without the Executive revoking the Release. Notwithstanding anything to the contrary herein, if the Executive fails to timely execute and submit the Release or the Executive revokes the Release after its timely execution and submission, the Executive’s right to receive any payments or benefits under Section 5 of this Agreement will be forfeited.
13. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflicts of law. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.
(b) This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
(c) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, or by email, read receipt requested, addressed as follows (or such other addresses as specified by the parties by like notice):
If to the Executive:
at the address and e-mail on file in the Company’s records.
If to the Company:
IDEXX Laboratories, Inc.
One IDEXX Drive Westbrook, ME 04092
Attention: General Counsel
Email: GeneralCounsel@idexx.com
Notice and communications shall be effective when actually received by the addressee.
(d) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
(e) The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
(f) The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation the right of the Executive to terminate employment for Good Reason pursuant to Section 4(c) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
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(g) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, subject to Section 1(a) hereof, prior to the Effective Date, the Executive’s employment and/or this Agreement may be terminated by either the Executive or the Company, by written notice to the other, at any time prior to the Effective Date, in which case the Executive shall have no further rights or obligations under this Agreement. From and after the Effective Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.
(h) Any dispute, controversy or claim arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in Portland, Maine, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court of competent jurisdiction. The Company and the Executive shall separately pay for their respective counsel fees and expenses and the arbitration panel shall allocate the costs and expenses of the arbitration between the Executive and the Company; provided, that if the Executive substantially prevails on a material item that was subject to arbitration, the Company shall bear all expenses and other costs of the arbitration and all reasonable attorneys’ fees and expenses borne by the Executive.
(i) This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and, except as otherwise provided herein, supersedes all prior communications, agreements and understandings, written or oral, with the Company or any of its affiliates or predecessors with respect to the terms and conditions of the Executive’s employment. Notwithstanding the provisions of the preceding sentence, this Agreement does not supersede (i) any agreement between the Executive and the Company regarding non-disclosure and developments or any non-competition agreement between the Executive and the Company or (ii) the Letter Agreement between the Executive and the Company dated as of January 12, 2026 (the “Letter Agreement”) (it being understood that, during the Change in Control Period, the Change in Control Agreement will govern the terms of the Executive’s employment with the Company and will control in the event of a conflict between the Change in Control Agreement and the Letter Agreement). In addition, the Executive shall remain subject to the post-termination non-compete obligations under any non-compete agreement with the Company notwithstanding any terms of such agreement that would relieve the Executive of such obligations upon termination of the Executive’s employment with the Company other than for Cause.
(j) This Agreement may be executed by .pdf or facsimile signatures, or any other electronic signatures (including without limitation DocuSign or AdobeSign), in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to authorization from the Committee, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.
| EXECUTIVE: | |
|---|---|
| /s/ Michael Erickson | |
| Michael Erickson | |
| COMPANY: | |
| IDEXX Laboratories, Inc. | |
| By: | /s/ Sharon E. Underberg |
| Name: | Sharon E. Underberg |
| Title: | Executive Vice President, General Counsel and Corporate Secretary |
[Signature Page to Change in Control Agreement]
Exhibit A
Section 280G
This Exhibit A sets forth the terms and provisions applicable to the Executive as referenced in Section 11 of the agreement to which this Exhibit A is attached (the “Agreement”). This Exhibit A shall be subject in all respects to the terms and conditions of the Agreement. All capitalized terms that are used but not defined in this Exhibit A shall have the meanings ascribed to such terms in the Agreement.
(a) If the Executive would otherwise be eligible to receive a payment or benefit pursuant to the terms of the Agreement or any equity or equity-based compensation or other agreement with the Company or any subsidiary or otherwise in connection with, or arising out of, the Executive’s employment with the Company or any subsidiary or a change in ownership or effective control of the Company or of a substantial portion of its assets (any such payment or benefit, a “Parachute Payment”), that a nationally recognized United States public accounting firm selected by the Company (the “Accounting Firm”) determines, but for this sentence, would be subject to excise tax imposed by Section 4999 of the Code (the “Excise Tax”), subject to clause (c) below, then the Company shall pay to the Executive whichever of the following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Parachute Payment notwithstanding that all or some portion of the Parachute Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Parachute Payment, or (2) payment of only a part of the Parachute Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax.
(b) If a reduction in the Parachute Payment is necessary pursuant to clause (a), then the reduction shall occur in the following order: (1) reduction of cash payments (with such reduction being applied to the payments in the reverse order in which they would otherwise be made, that is, later payments shall be reduced before earlier payments) and (2) cancellation of acceleration of vesting of equity or equity-based awards; provided, that to the extent permitted by Section 409A and Sections 280G and 4999 of the Code, if a different reduction procedure would be permitted without violating Section 409A or losing the benefit of the reduction under Sections 280G and 4999 of the Code, the Executive may designate a different order of reduction.
(c) For purposes of determining whether any of the Parachute Payments (collectively, the “Total Payments”) will be subject to the Excise Tax and the amount of such Excise Tax, (i) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Accounting Firm, such Total Payments (in whole or in part): (1) do not constitute “parachute payments,” (2) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount,” or (3) are otherwise not subject to the Excise Tax, and (ii) the value of any non- cash benefits or any deferred payment or benefit shall be determined by the Accounting Firm in accordance with the principles of Section 280G of the Code.
(d) All determinations hereunder shall be made by the Accounting Firm, which determinations shall be final and binding upon the Company and the Executive.
(e) The federal tax returns filed by the Executive (and any filing made by a consolidated tax group which includes the Company) shall be prepared and filed on a basis consistent with the determination of the Accounting Firm with respect to the Excise Tax payable by the Executive. The Executive shall make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of the Executive’s federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the Company, evidencing such payment (provided, that the Executive may delete information unrelated to the Parachute Payment or the Excise Tax and provided, further, that the Company at all times shall treat such returns as confidential and use such return only for purpose contemplated by this paragraph).
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(f) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense). In the event that the issues are interrelated to the Excise Tax, the Executive and the Company shall cooperate in good faith so as not to jeopardize resolution of either issue. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, the Executive shall permit a representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate in good faith with the Company and its representative.
(g) The Company shall be responsible for all charges of the Accounting Firm.
(h) The Company and the Executive shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this Exhibit A.
(i) The provisions of this Exhibit A shall survive the termination of the Executive’s employment with the Company for any reason and the termination of the Agreement.
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Exhibit 10.3
EXECUTION VERSION
January 12, 2026
Jonathan (Jay) Mazelsky
| Re: | Service as Executive Chair and Retirement |
|---|
Dear Jay:
This letter agreement (this “Letter Agreement”) sets forth the terms of your employment as Executive Chair (“Executive Chair”) of the Board of Directors (the “Board”) of IDEXX Laboratories, Inc., a Delaware corporation (“IDEXX” or the “Company”), effective as of May 12, 2026 (the “Effective Date”). In the event that your employment terminates prior to the Effective Date, this Letter Agreement will be null and void ab initio.
1. Positionand Duties. On the Effective Date, you will assume the position of Executive Chair and your service as Chief Executive Officer will cease. In the position of Executive Chair, you will work to facilitate an orderly executive transition process and provide support, advice and mentorship to the successor Chief Executive Officer, and will undertake such other duties and responsibilities as are determined by the Board. If your employment as Executive Chair is terminated for any reason, you will be deemed to have resigned from your membership on the Board and the boards of any Company subsidiaries, as well as any officer positions with such entities, and you agree to execute any documentation reasonably requested by the Company to reflect such resignation.
2. Term. The term of your employment as Executive Chair hereunder will commence on the Effective Date and will continue until the date of the 2027 annual meeting of the Company’s shareholders (such meeting date, the “Retirement Date”), unless earlier terminated by the Company or by you. The period between the Effective Date and the Retirement Date or your earlier date of termination of employment is referred to in this letter as the “Term”. You and the Company mutually agree that you will voluntarily retire effective as of the Retirement Date.
3. DedicatedTime; Outside Activities. You and the Company anticipate that you will continue to be a full-time employee of the Company and will dedicate substantially all of your business time and attention to your role as Executive Chair and the CEO transition process, which is consistent with the parties’ intent that you will not experience a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) until the end of the Term. During the Term, you may (a) serve any civic, charitable, educational or professional organization, (b) serve on the board of directors of up to two (2) for-profit business enterprises (other than the Company), and (c) manage your personal investments, in each case so long as any such activities do not (x) violate the terms of this Letter Agreement or the Restrictive Covenant Agreement (as defined below) or (y) interfere with your duties and responsibilities to the Company. To the extent you commence service on (i) a not-for-profit board that pays you for such service or (y) a for-profit board, in each case, following the Effective Date, such service must be approved in advance by the Chair of the Governance and Corporate Responsibility Committee of the Board in his or her discretion. For the avoidance of doubt, any such positions you hold as of the Effective Date may continue without additional approval.
4. WorkLocation. Your principal place of employment will continue to be the Company’s headquarters in Westbrook, Maine.
5. AnnualBase Salary. During the Term, your annual base salary rate will be $1,150,000 (“Annual Base Salary”). The Company will pay your Annual Base Salary in accordance with its normal payroll practices and procedures as in effect from time to time.
6. 2026Annual Bonus. With respect to the 2026 fiscal year, you will be eligible for a target annual bonus opportunity determined as a percentage of the annual base salary actually paid with respect to the 2026 fiscal year equal to the blended rate of (a) 130% for the period from January 1 through the Effective Date and (b) 100% for the period from the Effective Date through December 31, 2026 (the “2026 Annual Bonus”). Subject to your continued employment through the payment date (which shall be no later than March 15, 2027), except as set forth in Section 10 of this Letter Agreement, the actual amount of the 2026 Annual Bonus payable to you will be determined by the Compensation and Talent Committee of the Board (the “Committee”) based on satisfaction of specified performance goals established by the Committee. You acknowledge and agree that you will not be eligible for an annual bonus with respect to the Company’s 2027 fiscal year.
7. 2026Equity Grant; Equity Awards. It is expected that, prior to the Effective Date, you will have received an equity incentive award under the Company’s 2018 Stock Incentive Plan (as amended or amended and restated from time to time, the “Incentive Plan”) that will serve as your equity incentive compensation with respect to the Company’s fiscal year 2026 and with respect to the portion of the Company’s fiscal year 2027 that occurs during the Term (the “2026 Equity Grant”). The 2026 Equity Grant is expected to have a target grant date value of not less than $8.275 million and to be granted in the form of restricted stock units vesting ratably over a three-year period, in accordance with the terms of the applicable award agreement, including retirement vesting and exercisability provisions. During the Term, the Company equity awards granted to you prior to the Effective Date, including the 2026 Equity Grant (collectively, the “Equity Awards”) will continue to vest in accordance with the terms of the existing award agreements, which will remain in full force and effect, including the retirement vesting and exercisability provisions.
8. Health &Welfare Benefits. During the Term, you and your eligible dependents will be entitled to participate in the Company’s employee health and welfare benefit plans on terms that are no less favorable than those applicable to other executive officers of the Company.
9. OtherBenefits and Policies. During the Term, you will be entitled to paid time off and reimbursement for all reasonable expenses incurred by you in connection with the execution of your duties, in each case, in accordance with the policies, practices and procedures of the Company in effect from time to time.
10. Terminationof Employment. Effective as of the Effective Date, the Third Amended and Restated Executive Employment Agreement by and between you and the Company, dated as of August 2, 2024 (the “Employment Agreement”), is hereby terminated, and you hereby waive any rights and benefits, including severance benefits, you may have under the Employment Agreement.
a. TerminationGenerally. During the Term, you will continue to be an at-will employee, and you or the Company may terminate your employment for any reason or no reason at any time. Upon any termination of your employment, you will be entitled to (i) any accrued but unpaid base salary and (ii) any other amounts or benefits to which you are entitled under the terms of any plan, program, policy, practice or contract of the Company through the date of your termination of employment (collectively, the “Accrued Benefits”).
b. InvoluntaryTermination. In the event that the Company terminates your employment prior to the Retirement Date for any reason other than Cause (as defined below) (such termination, an “Involuntary Termination”), you will be entitled to receive (i) a lump-sum payment equal to the Annual Base Salary that would have been paid had you remained employed through the Retirement Date, which shall be paid in a single lump sum no later than the 60^th^ day following the date of the Involuntary Termination; and (ii) the 2026 Annual Bonus (to the extent not already paid), which will be calculated based on actual performance of the Company, as determined by the Committee in the ordinary course, and shall be payable in full (i.e., without proration for any partial employment during calendar year 2026) at the same time such bonus is paid to other executive officers of the Company, but in no event later than March 15, 2027 (amounts under clauses (i) and (ii), collectively, “Severance Benefits”).
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c. SeveranceConditions. Payment of Severance Benefits will be subject to your (i) execution and non-revocation of a general release of claims in favor of the Company, substantially in the form attached hereto as Exhibit A (the “Release”), and (ii) continued compliance with the terms of the Restrictive Covenant Agreement (as defined below) (clauses (i) and (ii) together, the “Severance Conditions”).
d. Resignation;Termination for Cause. In the event that you resign from your position as Executive Chair or the Company terminates your employment for Cause, in either case, prior to the Retirement Date, you will not be entitled to any further payments or benefits from the Company following the date of your termination of employment other than the Accrued Benefits. For purposes of this Letter Agreement, “Cause” means any of the following: (i) your having engaged in willful misconduct or gross negligence in the performance of any of your duties to the Company, which, if capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after you receive from the Board written notice of such willful misconduct or gross negligence; (ii) your willful failure or refusal to perform reasonably assigned directives of the Board or to cooperate with an internal investigation being conducted by or at the direction of the Board which, if capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after you receive from the Board written notice of such failure or refusal; (iii) your indictment for, conviction of, or plea of guilty or nolo contendere by you to, (x) any felony or (y) any crime (whether or not a felony) involving fraud, theft, breach of trust or similar acts, in any case, whether under the laws of the United States or any state thereof or any foreign law to which you may be subject; (iv) your willful or continued failure to comply with any written rules, regulations, policies or procedures of the Company which, if not complied with, would reasonably be expected to have a material adverse effect on the business, financial condition or reputation of the Company, as determined by the Company in its reasonable discretion, which in the case of a failure that is capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after you receive from the Company written notice of such failure; or (v) your abuse of alcohol or another controlled substance that would reasonably be expected to result in a material adverse effect on the business, financial condition or reputation of the Company, as determined by the Company in its reasonable discretion.
e. PersonalLeave. In the event of an Involuntary Termination on or prior to February 14, 2027, subject to your satisfaction of the Severance Conditions, the Company will permit you to take a personal unpaid leave through February 15, 2027, at which time you will be deemed to retire and will be treated as experiencing a qualifying “retirement” for purposes of all Company compensation and benefit plans and programs (including, for the avoidance of doubt, any award agreements evidencing the grant of Equity Awards) in which you participate or to which you are party.
f. Changeof Control. For the avoidance of doubt, you will not be eligible to receive any additional severance benefits, other than described in this Section 10, if your employment is terminated in connection with or following a Change in Control (as defined in the Incentive Plan).
11. RestrictiveCovenants. You acknowledge and agree that your Confidential Information, Work Product, and Restrictive Covenant Agreement, by and between you and the Company, dated as of January 19, 2022 (the “Restrictive Covenant Agreement”), remains in full force and effect and will survive following the Retirement Date. In addition, from and after the Effective Date, including at all times after the Retirement Date, (i) you agree not to make any statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company or any of its affiliates or subsidiaries or their respective employees, officers, directors or stockholders, and (ii) the Company will direct its officers, directors, and other authorized representatives not to make any statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of you.
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12. Miscellaneous.
a. EntireAgreement. This Letter Agreement, together with the Restrictive Covenant Agreement and any award agreements evidencing grants of Equity Awards, contain the entire agreement between you and the Company with respect to your service as Executive Chair and supersede any and all prior understandings or agreements, whether written or oral, with respect to such service. For the avoidance of doubt, the Employment Agreement is hereby terminated effective as of the Effective Date.
b. GoverningLaw. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Maine, without reference to principles of conflicts of law.
c. Notices. All notices and other communications hereunder will be in writing and will be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, or by e-mail, read receipt requested, addressed as follows (or such other addresses as specified by the parties by like notice):
| If to you: | at the address and<br> e-mail on file in the Company’s records. |
|---|---|
| If to the Company: | IDEXX Laboratories, Inc. |
| One IDEXX Drive | |
| Westbrook, ME 04092 | |
| Attention: General Counsel | |
| E-mail: GeneralCounsel@idexx.com |
Notice and communications will be effective when actually received by the addressee.
d. Amendments. No provision of this Letter Agreement may be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
e. Successors. This Letter Agreement is personal to you and without the prior written consent of the Company will not be assignable by you otherwise than by will or the laws of descent and distribution. This Letter Agreement will inure to the benefit of and be binding upon the Company and its successors and assigns. As used in this Letter Agreement, “Company” will mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Letter Agreement by operation of law, or otherwise.
f. Invalidity. The invalidity or unenforceability of any provision of this Letter Agreement shall not affect the validity or enforceability of any other provision of this Letter Agreement.
g. Section Headings;Construction. The section headings used in this Letter Agreement are included solely for convenience and will not affect, or be used in connection with, the interpretation hereof.
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h. TaxWithholding. The Company and its affiliates may withhold from any amounts payable under this Letter Agreement such federal, state, local or foreign taxes as they believe to be required to be withheld pursuant to any applicable law or regulation.
i. Section 409A**.**It is intended that payments and benefits made or provided under this Letter Agreement will not result in penalty taxes or accelerated taxation pursuant to Section 409A. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A will be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Letter Agreement will be treated as a separate payment of compensation.
j. Counterparts. This Letter Agreement may be executed by .pdf or facsimile signatures in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.
[Signature Page Follows]
5
To confirm the foregoing terms are acceptable to you, please execute and return the copy of this Letter Agreement, which is enclosed for your convenience.
| Very truly yours, | ||
|---|---|---|
| IDEXX Laboratories, Inc. | ||
| By: | /s/ Sharon E. Underberg | |
| Name: | Sharon E. Underberg | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
| ACKNOWLEDGED AND AGREED: | ||
| --- | ||
| /s/ Jonathan (Jay)<br> Mazelsky | ||
| Jonathan (Jay) Mazelsky |
[Signature Page to ExecutiveChair Letter Agreement]
Exhibit A
General Release of Claims
In consideration of the severance benefits provided by IDEXX to you, as set forth in the attached Letter Agreement (the “Agreement”), and by signing this general release of claims agreement (this “Release Agreement”), you agree as follows:
1. Release. In consideration of the payments and benefits to be made under the Agreement, by signing this Release Agreement, you and your heirs and assigns hereby fully, forever, irrevocably and unconditionally release and discharge IDEXX Laboratories, Inc., its subsidiaries and affiliates, and all of their respective former and current officers, directors, owners, stockholders, affiliates, agents, employees, and attorneys (collectively the “Released Parties”) from, and waive, any and all claims, charges, or actions of any kind which you have ever had or now have through the Release Effective Date (as defined below), whether known or unknown, against any or all of the Released Parties, arising out of or relating to your employment or termination from employment, including but not limited to claims under the Agreement, claims under any severance plan maintained by IDEXX, claims for discrimination based on race, sex, disability, national origin, age, religion, color, ancestry, marital or family status, pregnancy, sexual orientation, and any other legally protected attribute or status, and including without limitation claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the National Labor Relations Act, the Maine Human Rights Act, including in all cases any amendments and their respective implementing regulations, and any other applicable federal, state or local law (statutory, regulatory, or otherwise) that may be legally waived and released, including but not limited to, laws pertaining to wrongful discharge claims, defamation claims, retaliation claims, unpaid wage claims, or other statutory or common law or contract claims; provided that identification of specific statutes in this paragraph 1 is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this Release Agreement in any manner. You acknowledge that this release releases the Released Parties in both their corporate and their individual capacities.
Without limiting the above, this Release Agreement also constitutes a release of any claims you may have, as of the Release Effective Date, against the Released Parties, pursuant to the Age Discrimination in Employment Act, as amended (which is the federal statute which makes it illegal for an employer to discharge or otherwise discriminate against an employee because of the employee’s age), including any possible claims relating to termination of your employment.
It is the specific intent and purpose of this Release Agreement to release and discharge any and all claims and causes of action of any kind or nature whatsoever as aforesaid to the full extent such release is allowed by law, from the beginning of time until the present day, whether such claims and causes of action are known or unknown and whether specifically mentioned or not. You acknowledge that you are aware that statutes exist that render null and void releases and discharges of claims and causes of actions that are unknown to the releasing or discharging party at the time of execution of the release and discharge. You hereby expressly waive, surrender and agree to forego any protection to which you would otherwise be entitled by virtue of the existence of any such statute in any jurisdiction, including, but not limited to, the State of Maine.
You agree not only to release and discharge the Released Parties from any and all claims against the Released Parties that you could make on your own behalf, but also those which may have been or may be made by any other person or organization on your behalf.
A-1
You specifically waive any right to become, and promise not to become, a party to any case or proceeding or a member of any class in a case or proceeding in which any claim or claims are asserted against the Released Parties involving any event which has occurred as the date of your termination of employment. If you are asserted to be a member of a class in a case or proceeding against the Released Parties involving any events occurring prior to or as of the Release Effective Date, you shall immediately withdraw with prejudice in writing from said class, if permitted by law to do so. You agree that this Release Agreement is, will constitute and may be pleaded as a bar to any such case or proceeding.
2. Exceptions to the Release. Notwithstanding the release set forth above in paragraph 1, this Release Agreement is not a waiver by you of (1) any right or claim that may arise after the date this Release Agreement is executed by you, (2) any right or claim to unemployment compensation, (3) any vested retirement and profit sharing benefits for which you are eligible in accordance with the terms of the respective employee benefit plans, (4) any rights to cooperate with or participate in any claim of unlawful employment discrimination before a state or federal fair employment practices agency, although this Release Agreement precludes you from recovering any monetary benefits in any such proceedings, (5) any rights afforded under Section 21F of the Securities Exchange Act (commonly referred to as the whistleblower rules), or (6) any rights under this Release Agreement or that may not be released by law. This is also not a waiver of any claim you may have for workers’ compensation benefits although you have represented to IDEXX that you do not know of any such claims and that you do not believe that you have any workplace injury relating to your employment with IDEXX for which a “First Report of Injury” has not already been filed.
3. No Admissions. Nothing contained herein shall be construed as an admission by IDEXX of any liability or unlawful conduct whatsoever. You agree and understand that the severance payments and benefits provided pursuant to the Agreement are provided solely in consideration of your execution of this Release Agreement, and that the payments and benefits are sufficient consideration for the Release Agreement.
4. Knowing Consent to Release. By signing below, you understand and agree that:
a) You have the option to take a full twenty-one (21) daysfrom [●], the date the Release Agreement was provided to you by IDEXX, within which to consider this Release Agreement before executing it. If you sign this Release Agreement sooner than twenty-one (21) days from when it was provided to you, you do so with the understanding that you could have taken the entire twenty-one (21)-day period to review this Release Agreement.
b) You have carefully read and fully understand all of the provisions of this Release Agreement.
c) You are, through this Release Agreement, releasing the Released Parties from any and all claims you may have against the Released Parties.
d) You knowingly and voluntarily agree to all of the terms set forth in this Release Agreement.
e) You knowingly and voluntarily intend to be legally bound by the same.
f) You have been advised in writing to consider the terms of this Release Agreement and consult with an attorney of your choice prior to executing this Release Agreement.
g) You acknowledge that the consideration set forth in the Agreement is above and beyond anything you might otherwise be entitled to receive.
h) You have a full seven (7) days afterexecuting this Release Agreement to revoke this Release Agreement by delivering written notice of revocation to the Company’s Chief Human Resources Officer and are hereby advised in writing that this Release Agreement shall not become effective or enforceable until the revocation period has expired. If the Release Agreement is not revoked, it shall become effective and irrevocable on the day next following the day on which the foregoing revocation period has expired (the “Release Effective Date”). In case of revocation, the obligations of each party to this Release Agreement shall become null and void.
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5. Choice of Law. This Release Agreement shall be governed by and construed in accordance with the laws of the State of Maine. You agree and consent to submit to personal jurisdiction in the State of Maine in any state or federal court of competent subject matter jurisdiction situated in Cumberland County, Maine. You further agree that the sole and exclusive venue for any suit arising out of, or seeking to enforce, the terms of this Release Agreement.
6. Miscellaneous.
a) No delay or omission by IDEXX in exercising any right under this Release Agreement shall operate as a waiver of that or any other right. A waiver or consent given by IDEXX on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
b) The captions of the sections of this Release Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Release Agreement.
c) In case any provision of this Release Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
d) Nothing in this Release Agreement precludes you from providing truthful testimony when lawfully subpoenaed or otherwise required to do so by law.
e) By signing this Release Agreement, you hereby represent that to the best of your knowledge you did not commit any act, or fail to commit any act, or do anything else while employed by IDEXX that was a breach of your duty of loyalty (including but not limited to taking any property that belongs to IDEXX or its customers) or that might result in liability to IDEXX.
f) This Release Agreement may not be altered, amended or modified except in writing signed by both IDEXX and you.
g) If any provision of this Release Agreement shall be found by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, then such provision shall be construed and/or modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Release Agreement, as the case may require, and this Release Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be. The parties further agree to seek a lawful substitute for any provision found to be unlawful; provided, that, if the parties are unable to agree upon a lawful substitute, the parties desire and request that a court or other authority called upon to decide the enforceability of this Release Agreement modify this Release Agreement so that, once modified, this Release Agreement will be enforceable to the maximum extent permitted by the law in existence at the time of the requested enforcement.
7. Complete Agreement. This Release Agreement and the Agreement (and all exhibits thereto) constitute the complete understanding between you and IDEXX with respect to your separation from employment, and this Release Agreement supersedes all prior representations, agreements, and understandings, both written and oral, between you and IDEXX with respect to the subject matters hereof.
8. Counterparts. This Release Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered in .pdf format shall be deemed effective for all purposes.
[Signature Page Follows]
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Please sign and return a complete copyof this Release Agreement to the Company’s Chief Human Resources Officer, indicating your agreement to all of the terms of the Release Agreement. This Release Agreement shall expire if not signed by you and returned to the Company’s Chief Human Resources Officer by no later than the close of business on [●].
| IDEXX LABORATORIES, INC. | |
|---|---|
| By: | Date: |
| Title: |
You have been advised that at least twenty-one (21) calendar days will be provided for the review of this Release Agreement, and to consult with an attorney prior to the execution of this Release Agreement.
You represent and agree that you have carefully read and fully understand all of the provisions of this Release Agreement and that you have voluntarily entered into this Release Agreement.
| ACCEPTED AND AGREED<br> TO: | |
|---|---|
| By: | Date: |
(Signature Page to Releaseof Claims)
Exhibit 99.1
IDEXX AnnouncesCEO Succession
Michael Erickson, PhD, to Succeed Jay Mazelskyas President and CEO;
Mazelsky to Serve as Executive Chair of theBoard of Directors
WESTBROOK, Maine, January 13,2026 – IDEXX Laboratories, Inc. (NASDAQ: IDXX), a global leader in pet healthcare innovation, today announced the promotion of Michael (Mike) Erickson, PhD, to President and Chief Executive Officer, effective May 12, 2026, at which time Jonathan (Jay) Mazelsky, President and CEO, will transition to the role of Executive Chair of IDEXX’s Board of Directors (the “Board”). Mr. Mazelsky has announced his intention to retire from the Company immediately following the Company’s annual meeting of shareholders in May 2027, and will work closely with Dr. Erickson throughout this extended period to support a seamless transition. Dr. Erickson will also join the Board, effective upon his assumption of the role of President and CEO.
Dr. Erickson brings nearly two decades of leadership experience and significant healthcare technology and innovation expertise. Since joining IDEXX in 2011, he has held senior positions across key portions of the Company’s business, including diagnostics, software, strategy and corporate accounts, and currently serves as Executive Vice President and General Manager of IDEXX’s Global Point of Care Diagnostics and Telemedicine lines of business. Prior to joining the Company, Dr. Erickson advised leading pharmaceutical, biotechnology and health service companies as an Associate Principal at McKinsey & Company.
“Mike’s appointment as the Company’s next President and CEO is the culmination of the IDEXX Board’s thoughtful and robust succession planning process,” said Lawrence D. Kingsley, the Company's Independent Non-Executive Board Chair. “Having served in a number of the Company’s key leadership roles, Mike has a deep understanding of the business and is uniquely well-suited to lead the Company forward and build on its strong momentum at the forefront of the veterinary diagnostics industry.”
Mr. Kingsley continued, “We thank Jay for his outstanding leadership and dedicated service to the Company. During his tenure as CEO, IDEXX advanced its innovation-driven growth strategy and expanded its offerings globally. As a result, the Company is poised for continued success well into the future. We look forward to continuing to work with Jay in his capacity as Executive Chair and wish him all the best in his retirement in May 2027.”
“IDEXX is at the center of the veterinary ecosystem and has an immense opportunity to build on our more than 40-year history of innovation to advance medical care and help our customers navigate the complexities of modern veterinary medicine,” said Dr. Erickson. “I am honored to lead IDEXX and am eager to begin working closely with Jay, the Board, the management team and employees to further our Purpose of enhancing the health and well-being of pets, people, and livestock as we continue to drive exceptional long-term value for our shareholders and other stakeholders.”
“It has been a privilege to lead IDEXX since 2019, and I am confident the Company is well-positioned for sustained growth and success,” said Mr. Mazelsky. “Having worked closely with Mike for more than a decade, I know firsthand his deep knowledge of our business and believe he is the right person to lead the Company into the future. I look forward to continuing our work together in my role as Executive Chair to support a smooth transition and advance IDEXX’s strategic priorities.”
About IDEXX Laboratories
IDEXX Laboratories, Inc., is a global leader in pet healthcare innovation. Our diagnostic and software products and services create clarity in the complex, constantly evolving world of veterinary medicine. We support longer, fuller lives for pets by delivering insights and solutions that help the veterinary community around the world make confident decisions—to advance medical care, improve efficiency, and build thriving practices. Our innovations also help ensure the safety of milk and water across the world and maintain the health and well-being of people and livestock. IDEXX Laboratories, Inc. is a member of the S&P 500™ Index. Headquartered in Maine, IDEXX employs approximately 11,000 people and offers solutions and products to customers in more than 175 countries and territories. For more information about IDEXX, visit: www.idexx.com.
Note Regarding Forward-Looking Statements
This news release contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “expects,” “may,” “anticipates,” “intends,” “would,” “will,” “plans,” “believes,” “estimates,” “should,” “project,” and similar words and expressions. These forward-looking statements are intended to provide our current expectations or forecasts of future events; are based on current estimates, projections, beliefs, and assumptions; and are not guarantees of future performance. Actual events or results may differ materially from those described in the forward-looking statements. These statements are subject to risks, uncertainties, assumptions, and other important factors. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The reports filed by IDEXX pursuant to United States securities laws contain discussions of some of these risks and uncertainties. IDEXX assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are advised to review IDEXX’s filings with the United States Securities and Exchange Commission (which are available from the SEC’s EDGAR database at sec.gov and via IDEXX’s website at idexx.com).
Contacts
Investor Relations
investorrelations@idexx.com
Media Relations
media@idexx.com