8-K

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): December 7, 2005

IDEXX LABORATORIES, INC.
(Exact name of registrant as specified in its charter)

Delaware	000-19271	01-0393723
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

One IDEXX Drive, Westbrook, Maine	04092
(Address of principal executive offices)	(ZIP Code)

(207) 856-0300
(Registrant’s telephone number, including area code)

Not Applicable
(Former name 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):

[  ] Written communications purusant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material purusant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications purusant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications purusant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

        On December 7, 2005 the Board of Directors of IDEXX Laboratories, Inc. (the “Company”) approved changes to the Company’s standard compensation arrangements for non-employee Directors. A summary of the Company’s non-employee Director compensation, effective as of January 1, 2006, is attached as Exhibit 10.1 and incorporated herein by reference.

        The most significant changes to Director compensation are: (i) an increase in the cash retainer, (ii) an increase in annual fees for committee chairmen, Audit Committee members and the Lead Director, (iii) elimination of fees for meeting attendance, (iv) a shift in equity compensation from stock options vesting in one year to deferred stock awards vested at grant but not distributed until one year following termination of each Director’s service on the Board, and (v) an increase in the share ownership guideline from $90,000 to $500,000. The Company does not provide and has not provided benefits or perquisites to its Directors, other than the reimbursement of expenses associated with meeting attendance.

        The changes to Director compensation were approved as part of the Board’s annual review of Director compensation. In connection with that review, the Compensation Committee of the Board of Directors retained a compensation consultant to evaluate the design and competitiveness of the Company’s Director compensation. The changes adopted by the Board of Directors were substantially as recommended by the consultant.

        The Board determined that the new Director compensation and increased share ownership guideline achieve two principal goals: (i) attraction and retention of highly qualified directors and (ii) alignment of the interests of Directors with those of long-term owners of the Company’s stock.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

10.1 Summary of Non-employee Director Compensation Effective as of January 1, 2006.

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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.

Dated: December 12, 2005	IDEXX LABORATORIES, INC.
	By: /s/ Conan R. Deady
	Conan R. Deady Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.    Description of Exhibit

10.1 Summary of Non-employee Director Compensation Effective as of January 1, 2006.

EX-10

Exhibit 10.1

IDEXX Laboratories, Inc.
Summary of Non-employee Director Compensation
(As of January 1, 2006)

    1.       Retainer

• Directors will receive an annual cash retainer of $37,000.

• Directors may elect to defer all (but not less than all) of the cash retainer as a number of deferred stock units equal to the cash retainer divided by the price of the Company’s common stock on the date of deferral.

• Deferred stock units will be distributed as an equivalent number of shares of the Company’s common stock one year following the termination of the Director’s service on the Board of Directors.

    2.       Meeting fees

• There will be no fees for meeting attendance.

    3.        Annual fees for Committee Chairs, Audit Committee membership and Lead Director

• Lead Director - $10,000

• Audit Committee Chairman — $10,000

• Other Audit Committee members — $5,000

• Other Committee Chairmen — $5,000

    4.        Annual equity award

• Directors will receive an annual grant of deferred stock units equal to $75,000 divided by the price of the Company’s common stock on the date of grant of the award.

• Deferred stock units are vested 100% on the date of grant.

• Deferred stock units will be distributed as an equivalent number of shares of the Company’s common stock one year following the termination of the Director’s service on the Board of Directors.

• Any Director who meets the share ownership guideline described in 5 below at the time of the annual equity award grant may elect, in lieu of receiving the deferred stock award, to receive a grant of shares of the Company’s common stock valued at $75,000, which shares would be immediately vested and not subject to restrictions on transferability.

    5.        Share ownership guideline

• Directors are expected to own a number of shares of the Company’s common stock having a value of $500,000 by the later of (i) December 31, 2010 or (ii) seven years after joining the Board of Directors.

• Directors’ compliance with this guideline will be measured annually on September 30. As of the first such measurement date on which the Director holds shares with a value of at least $500,000 the Director shall be deemed to have satisfied the share ownership guideline in all future periods, provided that the Director continues to own at least the numbers of shares owned as of such measurement date. Deferred stock units shall count as shares for purposes of determining compliance with the share ownership guideline.

    6.        Other benefits and perquisites

• Directors will receive no other benefits, including retirement benefits, or perquisites for service on the Board of Directors except for the reimbursement of expenses associated with meeting attendance.