**Exhibit 10.8**

 

**SEVERANCE****AGREEMENT AND GENERAL RELEASE**

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THIS SEVERANCE AGREEMENT AND GENERAL RELEASE(“Agreement”) is made and entered into by and between VWR International, LLC (“VWR”),and Charles F. Canfield (“Executive”) (VWR and Executive collectively referredto as “the Parties”). Under this Agreement, VWR will provide Executive withadditional monetary benefits in return for Executive’s release of, and promisenot to sue on, any and all claims Executive may have against VWR arising out ofthat employment, including any claims Executive might have under the AgeDiscrimination in Employment Act (“ADEA”), 29 U.S.C. § 621, *et seq.*

 

In consideration of the mutual promisescontained herein, and intending to be legally bound, VWR and Executive AGREE asfollows:

 

1.                                       **Employment End Date**. By mutual agreement, VWR’s employmentof Executive shall conclude permanently and irrevocably effective December 31,2007 (“Employment End Date”).

 

2.                                       **Responsibilities**. Executive’s obligation towork full-time (i.e., five full days per week) shall conclude upon theEffective Date of this Agreement (as defined below). From the Effective Dateuntil September 31, 2007, Executive shall work on a reduced schedule of fourdays per week. From October 1, 2007 to December 31, 2007, Executive shall beavailable to VWR as a consultant for up to a maximum of two days per week. Duringall times prior to the Employment End Date, Executive shall perform such dutiesas requested by VWR, so long as such duties are reasonably similar in type andnature to the duties that Executive performed prior to the date of thisAgreement. VWR shall reimburse Executive for all business expenses incurredprior to the Employment End Date in connection with the performance of theduties requested by VWR, in accordance with VWR’s policies and procedures.

 

3.                                       **Severance Payments**. **Conditioned** upon Executive signing and notrevoking this Agreement within the time periods provided in Paragraphs 17 and18 below, VWR shall (a) continue to pay Executive his current annual salaryuntil the earlier of (i) Executive’s voluntary resignation, (ii) termination byVWR for Cause (as defined below), or (iii) the Employment End Date, and (b) atthe time and in the manner provided for in the 2007 VWR Management IncentivePlan (the “Plan”), pay Executive the amount, if any, he would have earned underthe Plan had he remained a full-time employee through December 31, 2007, ineach case in accordance with VWR’sregular payroll practices and as reduced by all payroll deductions required bylaw and/or authorized by Executive. The amount of salary and incentive paymentpaid to Executive in excess of prorated compensation for Executive’s reducedresponsibilities as set forth in Paragraph 2 above shall be referred to hereinas the “Severance Payments.”  TheSeverance Payments and the opportunity for continued employment through theEmployment End Date shall constitute consideration for the releases andcovenants set forth herein. For purposes of this Agreement, Cause shall bedefined as the occurrence of any of the following events which, if susceptibleto cure, has not been cured within ten (10) days following delivery of writtennotice by VWR: (i) material failure by the Executive, after notice thereof, toperform satisfactorily his duties and responsibilities hereunder; (ii) grossnegligence, willful misconduct, dishonesty or breach of fiduciary duty to VWR;(iii) the commission of an act of embezzlement 

 

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of VWR’s funds or fraud committed in connection with the Executive’semployment hereunder; (iv) material violation of VWR’s Code of Conduct; (v) thematerial violation of other rules or policies of the VWR that results in amaterial direct or indirect loss, damage or injury, monetarily or otherwise, toVWR; (vi) conviction of or plea of *nolo contendere*to a felony, the effect of which has a material adverse effect on VWR; or (vi)the material breach of any provision of this Agreement.

 

4.                                       **Good and Valuable Consideration**. TheSeverance Payments and opportunity for continued employment are in addition toanything of value that Executive is entitled to receive from VWR and is goodand valuable consideration for this Agreement. Executive agrees to the termsset forth in this Agreement in return for VWR’s promise to provide Executivewith the Severance Payments to which he would otherwise not be entitled.

 

5.                                       **Sole Entitlement**. Executiveacknowledges and agrees that, through the date he executes this Agreement, noother wages, monies, or benefits are owing to him insofar as he has been paidall compensation and benefits due and owing through that date.

 

6.                                       **General Release**. In consideration of theSeverance Payments, and of other good and valuable consideration the receipt ofwhich Executive hereby acknowledges, and intending to be legally bound, Executivehereby irrevocably and unconditionally releases and forever discharges VWR andany and all of its parents, subsidiaries, affiliates, and related entities, andeach of its and their predecessors, successors, insurers, owners, stockholders,directors, officers, Executives, attorneys, and other agents (collectively “ReleasedParties”) of and from any and all complaints, promises, contracts,controversies, suits, rights, interests, losses, debts, actions, claims,demands, charges, obligations, causes of action, judgments, damages, penalties,expenses, indemnities, and liabilities of any nature whatsoever (includingwithout limitation attorneys’ fees and costs), whether known or unknown,suspected or unsuspected, anticipated or unanticipated, or whether or notheretofore brought before any state or federal court or before any state orfederal agency or other governmental entity, which Executive has or may haveagainst any of the Released Parties, by reason of any and all acts, omissions,events or facts occurring or existing prior to or on the date he signs thisAgreement, including, without limitation, all claims relating to or arising outof his employment to date with VWR and/or the termination of that employment;any and all claims arising under any contract of employment, whether express orimplied; any and all claims arising under any provision of the Constitution ofthe United States, the Commonwealth of Pennsylvania or any other state; any andall claims arising under any federal, state or other governmental statute,regulation or ordinance, including without limitation the National LaborRelations Act of 1947, the Family and Medical Leave Act, the Americans withDisabilities Act, the Civil Rights Acts of 1866, 1871, 1964, and 1991, theEqual Pay Act, the Rehabilitation Act of 1973, the Bankruptcy Code, the Fair Credit Reporting Act, the WorkerAdjustment and Retraining Notification Act, the Executive Retirement IncomeSecurity Act, the False Claims Act, the Health Insurance Portability andAccountability Act, the Sarbanes-Oxley Act, the Pennsylvania Human RelationsAct, and any other employee-protective law of any jurisdiction that may apply;and any and all claims arising under any provision of any other law, common orstatutory, or other any other legal or equitable theory of recovery (“ReleasedClaims”). The Severance Payments are in lieu of and precludes Executive fromreceiving any other severance payment or benefit from VWR.

 

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7.                                       **ADEA Release**. TheSeverance Payments are also being given to Executive and hereby is alsoaccepted by Executive in full and final release and settlement of any and allclaims that Executive may have against the Released Parties under the AgeDiscrimination in Employment Act connected with Executive’s employment with VWRor the termination of that employment, which arises on or before the date ofExecutive’s acceptance of this Agreement as indicated below.

 

8.                                       **Waiver and Relinquishment of Rights**.****Executive acknowledges that hemay hereafter discover claims presently unknown or unsuspected, or facts inaddition to or different from those which he may now know or believe to betrue, with respect to the Released Claims. Nevertheless, Executive expresslywaives any and all claims that he may have against any of the Released Parties,including any which are presently unknown, unsuspected, or unanticipated.

 

9.                                       **No Right to Relief**. Executive expresslywaives and shall have no claim or right to obtain or receive any money damages,injunctive relief, or any other type or amount of relief not set forth in thisAgreement through any lawsuit, complaint, charge, action or proceedingcommenced or maintained in any court, agency, or other forum by him or by anyperson or entity on his behalf with respect to the Released Claims.

 

10.                                 **Promise Not To Sue On Released Claims**. Executive warrants, covenants, and represents that he has notheretofore assigned or transferred or purported to assign or transfer to anyperson any Released Claim or any part or portion thereof, and agrees toindemnify, defend and hold harmless VWR from and against any claim based on,related to or arising out of any such assignment or transfer or purported orclaimed assignment or transfer. Executive also warrants, covenants, andrepresents that, as of the date of this Agreement, neither he nor anyone actingon his behalf has made or filed any lawsuit, complaint, charge, action orproceeding against any of the Released Parties with any federal, state, orlocal court agency or authority, or any other regulatory authority. Executivefurther acknowledges that, except as may be prohibited by or unenforceableunder law, the Severance Payments are being given to Executive in return forhis promise not to initiate any court or judicial-type proceeding against theReleased Parties that involves any of the Released Claims, and Executivefurther covenants not to initiate any such proceeding. However, nothing in thisParagraph 10 shall be construed to prevent Executive from participating in aninvestigation or proceeding conducted by the Equal Employment OpportunityCommission or the Pennsylvania Human Relations Commission. Further, if anyprovision of this Paragraph 10 subsequently shall be held by any court oragency of competent jurisdiction to be illegal, void or unenforceable, suchprovision shall be of no force and effect. The illegality or unenforceabilityof any provision in this Paragraph 10 shall have no effect upon the remainingprovisions of this Agreement, and each remaining provision or portion thereofshall continue to be valid and effective and shall be enforceable to thefullest extent permitted by law.

 

11.                                 **Representation Regarding FMLA**. Executiverepresents and warrants that VWR has never denied Executive the right to take leaveunder the Family and Medical Leave Act and that VWR has never taken any adverseaction against Executive as a result of him requesting or taking any suchleave.

 

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12.                                 **Consultation With An Attorney**. Executive acknowledges that he has been advised to consult hisown attorney prior to entering into this Agreement and that he was affordedsufficient time to undertake such consultation.

 

13.                                 **Confidentiality**. Executive acknowledges andagrees that the terms of this Agreement are to remain STRICTLY CONFIDENTIAL andthat Executive will not discuss the terms of conditions of this Agreement withany person except (a) for Executive’s immediate family and current or futureattorneys, accountants or tax advisors, each of whom shall agree before anysuch disclosure to be bound by this confidentiality provision; or (b) as may berequired by law, rule or regulation adopted pursuant to law, court oradministrative order or decree, in or in connection with testimony given ordocuments subpoenaed in a judicial or administrative proceeding. ShouldExecutive be asked to produce this Agreement or to testify about it or divulgeany of its terms, Executive agrees to immediately give written notice to VWR asprovided in Paragraph 19 below and to join VWR in seeking a confidentiality orprotective order in the form sought by VWR.

 

14.                                 ConfidentialInformation. Executive hereby acknowledges and agrees that he had access totrade secrets and other proprietary, confidential information of VWR, itsaffiliates, and its and their subsidiaries and customers, including informationabout employees, developments, business plans, finances, costs, customers,profits, markets, sales, products, services, strategies, decisions, plans,marketing, computer systems, software programs, and other information all ofwhich Executive agrees is highly confidential, not generally known or availableto the public or in the public domain, derives independent economic value fromnot being generally known or available to the public, and which is the subjectof reasonable efforts by VWR to maintain its confidentiality (hereinafterreferred to as “Confidential Information”). In recognition of the foregoing,Executive covenants and agrees to keep secret all Confidential Information andnot to, directly or indirectly, disclose or disseminate any ConfidentialInformation to anyone or make use of any of it for any purpose whatsoever. Theterm “Confidential Information” shall not include information that can bedemonstrated to be generally known in the industry or to the public other thanthrough breach of Executive’s obligations to VWR.

 

15.                                 **VWR’s Property**. On the earlier of (i)Executive’s voluntary resignation, (ii) termination by VWR or (iii) theEmployment End Date, Executive agrees to immediately return and deliver to VWRany and all of VWR’s property in his possession, custody, or control, includingwithout limitation all Confidential Information, credit cards, keys (office,desk), equipment, files, records, notes, documents, memoranda, computerdiskettes/CDs, computer programs, catalogs, customer lists, and any other dataor information in any form whatever. Executive shall at the same time submit inwriting to VWR his computer and voice mail passwords. Executive further agreesto cooperate with VWR in providing information about the status of currentprojects.

 

16.                                 **Non-Disparagement**. Executive shall notcommunicate or publish, directly or indirectly, any disparaging comments orinformation about VWR or any of its current or former officers, directors,managers, supervisors, employees, or representatives to any person, 

 

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corporation, partnership, or any other entity, including withoutlimitation, any VWR current or former employee, customer, or pending orprospective customer. VWR shall not communicate or publish, directly orindirectly, any disparaging comments or information about Executive to anyperson, corporation, partnership, or any other entity.

 

17.                                 **Period of Consideration**. By signing below, Executive acknowledges that VWR complied withthe ADEA by giving him a period of at least twenty-one (21) days from the datethat this Agreement was first provided to Executive to consider this Agreementand to decide whether to accept it. If Executive decides to accept theAgreement sooner than twenty-one (21) days following its receipt, he herebyagrees that he is waiving his right to consider this Agreement for the full21-day period. Further, Executive acknowledges that no representative of VWRever stated or implied that he had less than twenty-one (21) days to considerthis Agreement. And, Executive acknowledges that his decision to accept thisAgreement in less than twenty-one (21) days was voluntary and knowing on hispart and was not induced by any fraud, misrepresentation, or threat to withdrawor alter this Agreement prior to the expiration of the 21-day period.

 

18.                                 **Right To Revocation**. This Agreement willnot become effective or enforceable for a period of seven (7) days from thedate of Executive’s acceptance of the Agreement by signing below. During thisseven (7) day period, Executive has a right to change his decision to acceptthe Severance Payments that has been offered to him and to revoke thisAgreement by delivering written notice of revocation to VWR at the addressspecified in Paragraph 19 below before 5:00 p.m. (EST/EDT) on the seventh dayafter signing the Agreement. During this seven day period, Executive will notreceive any monies or benefits to which he would be entitled solely as a resultof this Agreement.

 

19.                                 **Effective Date**. If Executive decides toaccept this agreement, he must deliver this Agreement bearing his originalsignature within the time period provided in Paragraph 17 above to VWR at thefollowing address:

 

George Van Kula

Senior Vice President, General Counsel andSecretary

VWR International

1310 Goshen Parkway

West Chester, PA 19380

 

This Agreement shall become effective and enforceable on the eighth dayafter Executive signs the Agreement (“Effective Date”), unless sooner revokedpursuant to Paragraph 18 above. Any notice required to be sent to VWR pursuantto Paragraph 13 above or any other provision in this Agreement shall be sent tothe above.

 

20.                                 **Injunctive Relief**. Executive acknowledges that money damageswill be an inadequate remedy in the event of a proven breach of any of hiscovenants or obligations underthis Agreement, including without limitation those contained inParagraphs 13, 14, 15, and 16, and that any such breach will cause VWR greatand irreparable injury and damage. In the event VWR proves that Executive hasbreached any of his covenantsor obligations under this 

 

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Agreement, VWRshall be entitled, without waiving any rights or remedies otherwise availableto VWR at law or in equity, to preliminary and permanent injunctive and otherequitable relief.

 

21.                                 **No Admission Of Wrongdoing**. Neither the offering or acceptance of this Agreement is intendedor shall be construed as an admission that either Executive or any of theReleased Parties has violated any federal, state or local law or regulation orhas committed any wrong against any other party to this Agreement.

 

22.                                 **No Representation Of Tax Consequences**. Executive acknowledges and certifies that VWR has not made anyrepresentations as to the tax consequences of this Agreement or the SeverancePayments.

 

23.                                 **Governing Law**. This Agreement shall in allrespects be interpreted, enforced, and governed under the laws of theCommonwealth of Pennsylvania, without reference to the principles of conflictsof law otherwise applicable therein.

 

24.                                 **Entire Agreement and Modifications**. ThisAgreement, and any previous agreement or agreements between Executive and anyof the Released Parties regarding Confidential Information and/or containingrestrictive covenants, together set forth the entire agreement between theParties and fully supersedes any and all other prior or contemporaneous writtenor oral contracts, agreements, or understandings between the Parties pertainingto the subject matter hereof. This Agreement shall be modified only by aninstrument in writing signed by an authorized representative of each of theParties.

 

25.                                 **Agreement Not Assignable**. This Agreement shall not be assignable by Executive without theprior written consent of VWR.

 

26.                                 **Negotiation**. Executiveacknowledges and agrees that this Agreement has been negotiated by and betweenparties of equal bargaining power and each has had the opportunity to contributeto its drafting and to consult with the attorney of their choosing. It shallnot be construed in favor of or against either of the Parties. Accordingly, therule of construction to the effect that any ambiguities are to be resolvedagainst the drafting party shall not be employed in the interpretation of thisAgreement.

 

27.                                 **Severability**. If a court of competentjurisdiction adjudicates any covenant or obligation under this Agreement to beinvalid, void or unenforceable, then the Parties intend that the court modifysuch provision only to the extent necessary to render the covenant orobligation enforceable as modified or, if the covenant or obligation cannot beso modified, the Parties intend that the court sever such covenant orobligation, and that the remainder of this Agreement, and all remainingcovenants, obligations and provisions as so modified, shall remain valid,enforceable, and in full force and effect.

 

28.                                 **Further Assurances**. Eachof the Parties shall execute any other documents and take any other actions asmay be reasonably necessary to carry out the intent and purpose of thisAgreement.

 

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29.                                 **Headings**. Theparagraph headings in this Agreement are for convenience only and shall notcontrol or affect the meaning or construction of any provision of thisAgreement.

 

30.                                 **Counterparts**. ThisAgreement may be executed in any number of counterparts, or in differentcounterparts, any of which shall be deemed an original, but all of whichtogether shall constitute one and the same agreement.

 

31.                                 **Facsimile**. Afacsimile signature on this Agreement shall have the same force and effect asan original signature.

 

32.                                 **Knowing and Voluntary Agreement**. Executive by signing below acknowledges and represents as follows:

 

**I ACKNOWLEDGE THAT I HAVE SIGNED THISAGREEMENT VOLUNTARILY AFTER CAREFULLY READING AND FULLY UNDERSTANDING ALL OFTHE PROVISIONS AND EFFECTS OF THIS AGREEMENT, WHICH INCLUDES A RELEASE OF KNOWNAND UNKNOWN CLAIMS AND RESTRICTS FUTURE LEGAL ACTION AGAINST VWR AND OTHERRELEASED PARTIES. I ALSO ACKNOWLEDGE THAT I HAVE HAD THE OPPORTUNITY TO CONSULTWITH MY OWN ATTORNEYS, WHO ARE THE ATTORNEYS OF MY OWN CHOOSING. I REPRESENTTHAT NEITHER VWR NOR ANY OF ITS AGENTS OR ATTORNEYS HAS MADE ANY REPRESENTATIONSOR PROMISES TO ME CONCERNING THE TERMS OR EFFECT OF THIS AGREEMENT.**

 

**I REPRESENT THAT I AM COMPETENT TO ENTER INTOTHIS AGREEMENT ON MY OWN BEHALF. I FURTHER REPRESENT THAT I AM NOT BEING FORCEDOR COERCED TO ENTER INTO THIS AGREEMENT, AND DO NOT ENTER INTO IT UNDER DURESS.I ENTER INTO THIS AGREEMENT VOLUNTARILY AND UNDER MY OWN FREE WILL.**

 

**PLEASE READ CAREFULLY. THIS AGREEMENTCONSISTS OF SEVEN (7) PAGES AND INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.**

 

 

IN WITNESS WHEREOF, and intending to be legally bound hereby, theParties have executed this SEVERANCEAGREEMENT AND GENERAL RELEASE.

 
|                | VWR INTERNATIONAL, LLC |
|---------------------|------------------------|
|                |                   |   |   |
|                | /                      |   |   | By: | / |   |   |
| Charles F. Canfield | /                      |  Date |   |   | George Van Kula | / |  Date |
|                |                   | Senior Vice President, General Counsel |
|                |                   | and Secretary |
|                     |                        |  |  |  |  |  |  |  |

 

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