8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 21, 2011

____________________________

Quest Diagnostics Incorporated

(Exact Name of Registrant as Specified in Its Charter)

____________________________

Delaware

(State of Incorporation)

001-12215	16-1387862
(Commission File Number)	(I.R.S. Employer Identification Number)
3 Giralda Farms Madison, NJ  07940	07940
(Address of principal executive offices)	(Zip Code)

(973) 520-2700

(Registrant’s telephone number, including area code)

________________________________________________________________________

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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)           On October 25, 2011, the Board of Directors of Quest Diagnostics Incorporated (the “Company”) announced that it has begun the process of identifying a successor to Surya N. Mohapatra, Ph.D., the Company’s President, Chief Executive Officer and Chairman of its Board of Directors.  In conjunction with commencing the succession process, the Company and Dr. Mohapatra agreed that Dr. Mohapatra will continue his employment with the same titles, duties and responsibilities until the earlier of the date his successor is appointed or April 30, 2012.  In order to ensure an orderly transition, for any period after his successor is appointed through April 30, 2012, Dr. Mohapatra has agreed to continue on as Executive Chairman.  The Company and Dr. Mohapatra agreed that no 2012 long-term incentive award or award opportunity will be granted to him.  Upon his termination of employment, Dr. Mohapatra will receive the benefits he is entitled to under Section 11(e) of his employment agreement with the Company, except that if the Company terminates his employment prior to April 30, 2012, for purposes of such benefits, he will be deemed to have remained employed through April 30th.  The Company and Dr. Mohapatra entered into a letter agreement memorializing these agreements.  The letter agreement with Dr. Mohapatra is attached as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.           Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit Number	Description
10.1	Letter Agreement between Dr. Surya N. Mohapatra and the Company, dated October 21, 2011

Signature

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.

October 25, 2011
QUEST DIAGNOSTICS INCORPORATED
By:	/s/ William J. O’Shaughnessy, Jr.
	William J. O’Shaughnessy, Jr.

EX-10.1

Exhibit 10.1

3 Giralda Farms

Madison, New Jersey 07940

QuestDiagnostics.com

October 21, 2011

Dr. Surya N. Mohapatra

Chairman and Chief Executive Officer

Quest Diagnostics Incorporated

3 Giralda Farms

Madison, NJ  07940

Re:           Succession Planning

Dear Dr. Mohapatra:

As you and we have agreed, Quest Diagnostics Incorporated (the “Company” or “we”) is commencing the search for your successor as President and Chief Executive Officer of the Company.  The purpose of this letter is to set forth our agreement with respect to the succession process.

You will actively participate in the search for your successor and will retain all of your duties, authorities and responsibilities as President and Chief Executive Officer of the Company until the earlier of the date your successor is appointed or April 30, 2012.  In order to ensure an orderly transition, for any period after your successor is appointed through April 30, 2012 (the “Termination Date”), you agree to continue your employment with the Company as Executive Chairman with the duties and responsibilities as determined by the Board of Directors of the Company (the “Board”) in its discretion consistent with such position.  Except as otherwise provided in the next sentence, for the period of your employment through the Termination Date, your compensation, benefits and entitlements will remain the same as they were in effect immediately prior to the date of this letter and your earned bonus for 2011 shall be payable in 2012 but in all events at the same time other executives receive such payment.  Under the circumstances, you and we agree, however, that except as otherwise provided in the fourth paragraph below, no annual or long-term incentive awards or award opportunities will be established for or granted to you in or with respect to 2012 (even though such awards may be granted to other officers of the Company).

Notwithstanding the foregoing, the Board may determine in its sole discretion to terminate your employment prior to the Termination Date, in which case you will continue to receive the compensation (subject to the last sentence of the prior paragraph), benefits and entitlements (including, without limitation, payment of base salary in equal monthly installments, payment of your earned bonus for 2011 as set forth above, continued accrual of your supplemental executive retirement benefit and continued vesting of your outstanding equity-based awards) that you would have received or been entitled to if you had remained employed through the Termination Date and all such

Exhibit 10.1

compensation, benefits and entitlements shall be determined as if your date of termination was in fact the Termination Date and each payment shall be deemed to be a “separate payment” for purposes of Section 409A of the Internal Revenue Code as amended and its implementing regulations (“Section 409A”).

When your employment with the Company ends on the Termination Date (or earlier as contemplated above) you will also be entitled to the payments and benefits provided under Section 11(e) of your employment agreement with the Company, dated as of November 7, 2008 (your “Employment Agreement”) and under the provisions of your outstanding equity award agreements for a termination by the Company other than for Cause, provided that your “Date of Termination” for purposes of Sections 11(e)(iii) and (iv) of the Employment Agreement and such outstanding equity award agreements will be deemed to be April 30, 2012.  Notwithstanding the foregoing, you are waiving your rights to the Annual Bonus Award under Section 11(e)(ii) of your Employment Agreement and instead you will receive a target annual bonus award for 2012 based on your target opportunity for 2011, which will be deemed earned through April 30, 2012 and payable on such date and this payment shall be deemed to be a “separate payment” for purposes of Section 409A.

For the avoidance of doubt, you are also waiving any right to claim “Good Reason” to terminate your employment under the terms of your Employment Agreement due to the succession process that we are undertaking and the compensation arrangements set forth in this letter.

Except as otherwise provided herein, your Employment Agreement, outstanding equity award agreements and other arrangements will remain in full force and effect in accordance with their terms.  Any disputes arising under this letter shall be governed under the provisions of Section 13 of your Employment Agreement.

Your participation and assistance with the succession planning process and your commitment to an orderly transition are greatly appreciated.  To confirm the foregoing reflects our agreement, please execute and return the copy of this letter, which is enclosed for your convenience.

Very truly yours,
QUEST DIAGNOSTICS INCORPORATED
/s/ David W. Norgard
Name:	David W. Norgard
Title:	Vice President Human Resources

Accepted and Agreed:

/s/ Surya N. Mohapatra

Dr. Surya N. Mohapatra

October 21, 2011