Quest Diagnostics 2010 Annual Report Download - page 40

PART III
Item 10. Directors, Executive Officers and Corporate Governance
Our Code of Business Ethics applies to all employees, executive officers and directors, including our Chief
Executive Officer, Chief Financial Officer and Corporate Controller. You can find our Code of Business Ethics
on our corporate governance website, www.QuestDiagnostics.com/governance. We will post any amendments to
the Code of Business Ethics, and any waivers that are required to be disclosed by the rules of either the SEC or
the New York Stock Exchange, on our website.
Information regarding the Company’s executive officers is contained in Part I, Item 1 of this Report under
“Executive Officers of the Company.” Information regarding the directors and executive officers of the Company
appearing in our Proxy Statement to be filed by April 28, 2011 (“Proxy Statement”) under the captions “Matter
to be Considered at the Meeting – Proposal No. 1 – Election of Directors,” “Information about our Corporate
Governance – Director Independence,” “Information about our Corporate Governance – Board Committees,” and
“Information about our Corporate Governance – Audit and Finance Committee” is incorporated by reference
herein.
Item 11. Executive Compensation
Information appearing in our Proxy Statement under the captions “2010 Director Compensation Table,”
“Compensation Discussion and Analysis,” “Additional Information Regarding Executive Compensation” and
“Report of the Compensation Committee” is incorporated by reference herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholders’ Matters
Equity Compensation Plan Information
The following table provides information as of December 31, 2010 about our common stock that may be
issued upon the exercise of options, warrants and rights under the Company’s existing equity compensation plans:
Plan
category
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise
price of outstanding
options,
warrants and rights ($)
(b)
Number of securities
remaining available for
future issuance under
equity
compensation plans
(excluding securities
reflected in column(a))
(c)
Equity compensation plans approved by
security holders
Employee Long Term Incentive Plan (1) . 14,544,824(5) $47.53 9,074,379(6)
Long-term Incentive Plan for Non-
Employee Directors (2) ............... 948,249 $46.07 334,259
Employee Stock Purchase Plan . . ........ — N/A 2,950,627(7)
Equity compensation plans not approved
by security holders (3) ................ — N/A —
Total (4) . . . .......................... 15,493,073 $47.42 12,359,265
(1) Awards under this plan may consist of stock options, performance shares to be settled by the delivery of
shares of common stock (or the value thereof), stock appreciation rights, restricted shares and restricted share
units to be settled by the delivery of shares of common stock (or the value thereof).
(2) Awards under this plan may consist of stock options or stock awards (which may consist of shares or the
right to receive shares, or the value thereof, in the future).
(3) The table does not include 30,036 shares of common stock that were issued to the trust for the Company’s
Supplemental Deferred Compensation Plan (“SDCP”) prior to May 2004 that may be distributed to
participants under the SDCP. While the SDCP does not provide a stock fund as a current notional investment
option, the plan includes a stock investment fund option that was frozen effective April 1, 2004. In addition,
prior to January 1, 2003, Company matching credits under the SDCP were credited to participant accounts in
the form of shares of common stock. Participants are no longer allowed to notionally invest in additional
shares of common stock under the SDCP.
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