**Exhibit 10.4**

 

VWR INTERNATIONAL, INC.1310 Goshen ParkwayPO Box 2656West Chester, Pennsylvania, 19380

 

June29, 2007

 

JohnBallbach

415Boxwood Road

Bryn Mawr, PA 19010

 

DearJohn:

 

I ampleased to confirm the terms of your continuing employment with VWRInternational, Inc. (“VWR”). The terms are as follows:

 
| Position:                        | Chairman, President, Chief Executive Officer, Member  of the Board of Directors of VWR and Member of the Board of Managers of  Varietal Distribution Holdings, LLC (“Holdings”).                                                                                                                                                                                                                                                                                                                                                                         |
|----------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Base Salary:                     | $925,000 per year, payable in installments on VWR’s  regular payroll dates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Duties:                          | Those duties performed by you as of immediately  prior to the date of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Reporting:                       | You will report solely and directly to the Board of  Directors of VWR and all other employees will report solely and directly to  you or your designees.                                                                                                                                                                                                                                                                                                                                                                                                           |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Office Location:                 | Your office will be located in West Chester, PA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Annual Bonus:                    | You will be eligible to participate in VWR’s  management incentive program with a target bonus of 100% of base salary and,  if the target criteria are exceeded, a maximum bonus of 200% of base salary.                                                                                                                                                                                                                                                                                                                                                      |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Benefits:                        | You will be entitled to participate in all vacation,  health, welfare and other similar benefits available to senior executives of  VWR. You will be entitled to six weeks of vacation per year.                                                                                                                                                                                                                                                                                                                                                                   |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Severance/Restrictive Covenants: | If your employment with VWR and its affiliates is  terminated (i) by VWR or its affiliates without Cause (as defined on Annex 1)  or (ii) by you for Good Reason (as defined on Annex 1), you will be entitled  to receive (A) an aggregate amount equal to two times the sum of your base  salary then in effect and your target bonus for the year in which such  termination occurs, payable in equal installments on VWR’s regular payroll  dates during a period of twelve months after such termination and (B)  continued health benefits for a period |

 

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|   | of eighteen months after such termination. These  payments (i) would be subject to your execution of a general release in the  form attached hereto as Annex 2, (ii) shall be in lieu of any other severance  payments you are entitled to under any agreements or plans and (iii) shall be  reduced to the extent you are entitled to any similar severance payments or  health benefits from VWR under applicable law so as not to be duplicative  with such legally required payments or benefits. You agree to be subject to  those restrictions set forth on Annex 1 attached hereto, which are a part of  this letter agreement (the “Employee Covenants”).

 

If your employment with VWR and its affiliates is  terminated by VWR or its affiliates by reason of your Disability (as defined  on Annex 1), you will be entitled to receive a lump sum payment as soon as  practicable following such termination in an amount equal to the target  amount of your bonus for the year in which such termination occurs, prorated  for the portion of such year during which you were employed with VWR. In  addition, you shall be entitled to receive payments of your base salary until  payments to you under VWR’s long-term disability plan commence but in any  event for a period not to exceed 18 months from the date of your termination.

 

If your employment with VWR and its affiliates is  terminated by reason of your death, your beneficiary or estate, as  applicable, will be entitled to receive a lump sum payment as soon as  practicable following your death in an amount equal to the target amount of  your bonus for the year in which such termination occurs, prorated for the  portion of such year during which you were employed with VWR. 

 

You shall be under no obligation to seek other  employment for any reason or to mitigate any severance payments following a  termination of your employment with VWR and its affiliates for any reason. In  addition, there shall be no offset against amounts due to you upon  termination of your employment with VWR and its affiliates on account of any  compensation attributable to any employment subsequent to your employment  with VWR and its affiliates. Either you or VWR may termination your  employment with VWR and its affiliates at any time.

 

Except as provided above in this  Severance/Restrictive Covenants section, you shall not be entitled to any  other salary, compensation or benefits from VWR or its affiliates after  termination of your employment with VWR or its affiliates, except as  otherwise specifically provided for in VWR’s or its affiliates’ employee  benefit plans or as otherwise expressly required by applicable law. 

 

Notwithstanding anything herein to the contrary, if  any payments due hereunder would subject you to any tax imposed under Section  409A of the Internal Revenue Code of 1986, as amended (the “Code”), as a |
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|                             | result of your characterization as a “specified  employee” of VWR (within the meaning of Treasury Regulation Section  1.409A-1(i)), then such payments that would otherwise cause such taxation  shall be payable in a single lump sum on the first business day that is six  months following your “separation from service” (within the meaning of Code  Section 409A and the regulations thereunder), and any remaining payments will  be made in accordance with the foregoing provisions of this section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| 280G:                            | If, at the time of any Change of Control (as defined  on Annex 1), VWR (or any successor thereto) is a Public Company (as defined  on Annex 1) and you are liable for the payment of any excise tax (the “Basic  Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like  provision, with respect to any payment or property transfers received or to  be received hereunder or otherwise, VWR shall pay you an amount (the “Special  Reimbursement”) which, after payment to you (or on your behalf) of any  federal, state and local taxes, including, without limitation, any further  excise tax under said Section 4999, with respect to or resulting from the  Special Reimbursement, equals the net amount of the Basic Excise Tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                             | If, at the time of any Change of Control, VWR (or  any successor thereto) is not a Public Company and you are liable for any  Basic Excise Tax and (i) you have executed a waiver in a form prepared by and  determined by VWR in its sole discretion pursuant to which you irrevocably  and unconditionally relinquish any and all rights you may have to receive or  retain any “excess parachute payments” as that term is defined in Code  Section 280G(b)(1) (“280G Waiver”) and (ii) (A) VWR does not submit to its  shareholders for a separate vote a proposal to approve, in compliance with  the requirements of Code Section 280G(b)(5)(B) and Treasury Regulation  Section 1.280G-1, Q & A 7, your conditional right to receive or retain  such waived amounts (“280 Vote”), or (B) such vote is not conducted in  compliance with Treasury Regulation Section 1.280G-1, Q & A 7 and is not  respected by the Internal Revenue Service, then VWR shall pay you the Special  Reimbursement.

 

For the avoidance of doubt, if, at the time of any  Change of Control, VWR (or any successor thereto) is not a Public Company and  you are liable for any Basic Excise Tax and (i) you have executed a 280G  Waiver, (ii) VWR does submit to its shareholders a 280G Vote, and (iii) the  VWR shareholders do not approve your right to receive or retain such waived  amounts by the necessary margin, then you will not be entitled receive or retain  any waived amounts or to receive the Special Reimbursement. |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Insurance and 

Indemnification: | VWR shall maintain adequate D&O liability  insurance coverage, but in no event in an amount less than $[        ]  million for one occurrence and $[        ]  million for all occurrences. You will be provided with contractual  indemnification rights to the fullest extent of applicable law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

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| Legal Fees:                          | In the event of a contest between you and VWR or its  subsidiaries or affiliates regarding a breach or alleged breach of this  Agreement in which you substantially prevail, then VWR agrees to pay (within  ten business days of receipt of an invoice from you), all reasonable legal  fees and expenses that you have incurred as a result of such contest.                                                                                                                                                                                                                          |
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|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Personal Services   Agreement:       | On the date hereof, you agree to enter into a  Personal Services, Confidentiality and Inventions Agreement with VWR, in the  form attached hereto as Exhibit A.                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Entire Agreement:                    | This letter agreement, (including any Annexes  attached hereto) and the Personal Services, Confidentiality and Inventions  Agreement referenced above set forth the entire understanding between you and  VWR and/or its affiliates with respect to the subject matter hereof and  thereof, and supersede and preempt all prior oral or written understandings  and agreements with respect to the subject matter hereof and thereof between  you and VWR and/or any of its affiliates, which shall terminate and be of no  further effect upon the execution of this letter agreement. |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Tax and Financial Planning Services: | You will be provided a personal executive financial  advisor by VWR to assist you with financial and estate planning, asset  management, tax planning and preparation.                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Car Allowance:                       | You will be entitled to receive an executive car  allowance in an amount consistent with your current car allowance, if any.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Country Club Membership:             | During your employment, you will be entitled to be  reimbursed for membership dues in connection with membership to a country  club.                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Business Related  Organizations:     | You will be entitled to be reimbursed for your  annual costs in connection with your membership in the Union League of  Philadelphia and the Young Presidents Organization and all reasonable other  costs and expenses related thereto.                                                                                                                                                                                                                                                                                                                                                |

 

John,on behalf of the Board of Directors, I am excited to have you continue on theVWR team. If you have any questions, please do not hesitate to call me at (312)895-1250.

 

 

Sincerely,

 

 

Timothy P. Sullivan

 

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| Accepted and Agreed                                    |   |   |
|--------------------------------------------------------|--------|--------|
|                                                   |   |   |
|                                                   |   |   |
|           |   |   |
| John Ballbach                                          |   |   |
|                                                   |   |   |
| Date:                                                  |   |   |   |
|                                                        |        |        |  |

 

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** **

**Exhibit A - Personal Services,Confidentiality and Inventions Agreement**

 

See Attached.

 

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**VWR International, Inc.**

** **

**PERSONAL SERVICES,CONFIDENTIALITY AND INVENTIONS AGREEMENT**

** **

THIS AGREEMENT (this “Agreement”) is betweenVWR International, Inc., presently headquartered at 1310 Goshen Parkway, WestChester, Pennsylvania, 19380 (“VWR”) and John Ballbach (“Executive”or “I”) who is employed by VWR.

 

VWR’s sound business policy requires that its tradesecrets, technical and non-technical know-how, business knowledge, plans,systems, business methods, business records and customer relations to beprotected and not utilized by any person or firm who competes or wants tocompete with VWR. The parties wish to evidence the terms of the employmentrelationship between them and particularly to set forth certain restrictionswhich shall apply to Executive in the event of termination of his/heremployment with VWR.

 

In consideration of and as part of the terms ofemployment by VWR, it is agreed as follows:

 

# 1.                                      **Compensation and Benefits. **Executive shall be entitled to asalary, annual bonus and other monetary compensation, which shall beestablished by VWR at the inception of employment, and may be periodicallythereafter adjusted for increase only. Executive shall also be entitled toparticipate in various VWR employee benefit plans (for example, healthinsurance, retirement, and the like), in accordance with the participationrequirements of said plans, and nothing contained herein shall confer benefiteligibility which is in any manner inconsistent with the terms of the benefitplans.

#  

# 2.                                      **Executive’s General Obligations; Conflicts of Interest. **During my employment withVWR, I agree to devote substantially all my working time during normal businesshours to VWR. During my employment with VWR, I agree to use my best efforts toperform the duties associated with my position and title with VWR as VWR maydirect, not to engage in any other business or activity the nature of whichshall be determined by VWR to be competitive with VWR, its suppliers or itscustomers and to comply with any Conflict of Interest Policy of VWR; providedthat, with the approval of VWR, which such approval shall not be unreasonablydelayed or withheld, I may serve on the board of directors of one publiccompany. I further agree to conform to all VWR policies, practices, and procedures,to the extent such policies, practices and procedures have been provided to mein writing, as well as lawful directions of VWR and/or its affiliates as toperformance of services for VWR, to the extent that the same are consistentwith my position and title with VWR.

#  

# 3.                                      **No Existing Restrictive Agreements.  **I represent that I am not a partyto any contract limiting my present or future right to work for VWR or toperform such activities as shall be required from time to time by VWR.

#  

# 4.                                      **Prior Employer Information.  **I agree that I will not useimproperly or disclose any confidential or proprietary information or tradesecrets of my former or current employers, principals, partners, co-venturers,customers, or suppliers, or the vendors or customers of such persons orentities, and I will not violate any nondisclosure or proprietary rightsagreement I might have signed in connection with any such employer, person orentity.

 

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# 5.                                      **Non-Disclosure of Information.  **I recognize that, in theperformance of my duties with VWR, Confidential Information belonging to VWRwill come into my possession, including, without limitation, informationregarding business methods, plan, systems, customer lists and customerrelations, vendor lists and vendor relations, cost and pricing information,distribution and logistical information, and other information relating to thebusiness of VWR that is not known to the general public. I recognize that thebusiness of VWR is materially dependent upon the relationship between VWR andits customers who are serviced by its associates and that VWR has and willentrust me with Confidential Information, that must remain the property of VWR.As used in this Agreement, “Confidential Information” shall mean thetrade secrets, technical and non-technical know-how, technical and businessknowledge and information, plans and systems, business methods, customer listsand customer relations of VWR, including but not limited to research,development, manufacturing, purchasing, accounting, data processing,engineering, marketing, merchandising, selling and invoicing, which informationis acquired from or through VWR during the course of my employment by VWR. “ConfidentialInformation” shall not include any information that is or becomes publicly knownor that enters the public domain other than as a result of my breach of myobligations under this Agreement or any other agreement between me and VWR orits affiliates. I agree that I will not at any time hereafter discloseConfidential Information to third parties or use Confidential Information forany purpose other than to further VWR’s business, except as is required by law,any court of competent jurisdiction or any governmental agency or authority orrecognized subpoena power.

#  

# 6.                                      **Assignment of Inventions.  **I will make prompt and fulldisclosure to VWR, will hold in trust for the sole benefit of VWR, and willassign, exclusively to VWR all my right, title, and interest in and to any andall inventions, discoveries, designs, developments, improvements, copyrightablematerial, and trade secrets (collectively herein “Inventions”) that I,solely or jointly, may conceive, develop, or reduce to practice during theperiod of time I am in the employ of VWR. I hereby waive and quitclaim to VWRany and all claims of any nature whatsoever that I now or hereafter may havefor infringement of any patent resulting from any patent applications for anyInventions so assigned to VWR.

#  

My obligation to assign shall not apply to anyInvention about which I can prove that:

 

## (a)                                  itwas developed entirely on my own time; and

##  

## (b)                                 noequipment, supplies, facility, services, or trade secret information of VWRwere used in its development; and

##  

## (c)                                  itdoes not relate (i) directly to the business of VWR or (ii) to theactual or demonstrably anticipated research or development of VWR; and

##  

## (d)                                 itdoes not result from any work performed by me for VWR.

##  

# 7.                                      **Excluded and Licensed Inventions.  **I have attached hereto a listdescribing all Inventions belonging to me and made by me prior to my employmentwith VWR that I wish to have excluded from this Agreement. If no such list isattached, I represent that there are no such Inventions. If in the course of myemployment at VWR, I incorporate into a VWR product, process, or machine, an Inventionowned by me or 

 

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## in which I have an interest, VWR is hereby granted andshall have an exclusive royalty-free, irrevocable, worldwide license to make,have made, use, and sell that Invention without restriction as to the extent ofmy ownership or interest.

#  

# 8.                                      **Application for Copyrights and Patents.  **I will execute any proper oath orverify any proper document in connection with carrying out the terms of thisAgreement. If, because of my mental or physical condition or for any otherreason whatsoever, VWR is unable to secure my signature to apply for or topursue any application for any United States or foreign patent or copyrightcovering Inventions assigned to VWR as stated above, I hereby irrevocablydesignate and appoint VWR and its duly authorized officers and agents as myagent and attorney in fact, to act for me and in my behalf and stead to executeand file any such applications and to do all other lawfully permitted acts tofurther the prosecution and issuance of U.S. and foreign patents and copyrightsthereon with the same legal force and effect as if executed by me. I willtestify at VWR’s request and expense in any interference, litigation, or otherlegal proceeding that may arise during or after my employment.

#  

# 9.                                      **Third Party Information.  **I recognize that VWR has receivedand will receive confidential or proprietary information from third partiessubject to a duty on VWR’s part to maintain the confidentiality of suchinformation and to use it only for certain limited purposes. This informationshall be deemed not to include shall not include any information that is orbecomes publicly known or that enters the public domain other than as a resultof my breach of my obligations under this Agreement or any other agreementbetween me and VWR or its affiliates. During the term of my employment andthereafter I will not disclose nor use such information for the benefit ofanyone other than VWR or such third party, or in any manner inconsistent withany agreement between VWR and such third party of which I am made aware, exceptas is required by law, any court of competent jurisdiction or any governmentalagency or authority or recognized subpoena power.

#  

# 10.                                **Termination.  **Iacknowledge that this Agreement shall not constitute a contract for employmentfor any specific period of time, and that either VWR or I am free to terminatethis Agreement, and employment relationship, “at will,” at any time, with orwithout cause. I agree that upon termination of this Agreement and myemployment, for any or no reason, I will promptly return to VWR all records ofConfidential Information, including copies in my possession, and all otherphysical properties issued to me as an employee, in a reasonable state offunction or repair. I will also so return any keys, pass cards, identificationcards or other property belonging to VWR.

#  

# 11.                                **Non-Waiver.  **Thefailure by VWR to enforce any of the provisions hereof upon any default by meat a particular time or under certain circumstances shall not be treated as apermanent waiver of such provisions and shall not prevent subsequentenforcement of such provisions upon default by either party.

#  

# 12.                                **Irreparable Harm.  **I agree that any proven breach ofthis Agreement by me would cause irreparable harm to VWR for which monetarydamages could not adequately compensate. If VWR proves a breach, irreparableharm shall be presumed and I expressly waive any bonding requirement as aprerequisite to VWR obtaining injunctive relief. VWR can also seek damages.

 

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# 13.                                **Assignability of This Agreement.**Theservices contracted for between VWR and me in this Agreement are personal, andtherefore I may not assign this Agreement to any other person or entity. ThisAgreement may, however, be assigned by VWR to a successor to the business ofVWR.

#  

# 14.                                **Severability.**It is the intention of theparties that this Agreement shall be enforceable to the fullest extentpermitted by local, state, and/or federal law in the jurisdiction in whichperformance of this Agreement occurs, or in which performance of this Agreementis sought to be enforced. In the event that a court of competent jurisdictiondetermines that one or more provisions of this Agreement are not enforceableunder the provisions of the jurisdiction in which performance occurs orenforcement is sought, such a determination shall not affect the enforceabilityof the remainder of this Agreement.

#  

# 15.                                **Other Agreements.**This Agreement, togetherwith the letter agreement, dated June 29, 2007, between me and VWR (the “LetterAgreement”), sets forth the sole and entire agreement between the partieshereto, and supersedes and replaces any and all prior agreements, whether oral,written, or implied, entered into by me and VWR, pertaining to my employment,the terms, conditions, and responsibilities thereof, and/or any other subjectmatter contained in this Agreement or the Letter Agreement. This Agreement andthe Letter Agreement shall be considered together as one agreement. There willbe no modification of this Agreement, either verbal, implied, written, orotherwise, except through a written agreement signed by me, and an officer ofVWR, which refers to the specific paragraph of this Agreement intended to bemodified, and sets forth, in writing, the specific modification of saidparagraph.

 

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WITNESS WHEREFORE, the parties have executed thisAgreement as of the         day of June,2007.

 

 
|                       |   | VWR International, Inc. |
|----------------------------|--------|-------------------------|
| Executive –Signature  |   |                    |
|                       |   |                    |
|                       |   | By:                     |   |
|                       |   | Its:                    |   |
|                       |   |                    |   |
| Executive –Print Name |   |                    |
|                       |   |                    |

 

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**Annex 1 - EmployeeCovenants**

 

# 1.     Noncompetition andNonsolicitation.  You acknowledgethat in the course of your employment with VWR or any of its Subsidiaries or Affiliatesyou will become familiar with VWR’s and its Subsidiaries’ and Affiliates’ tradesecrets and with other confidential information concerning VWR and suchSubsidiaries and Affiliates and that your services will be of special, uniqueand extraordinary value to VWR and such Subsidiaries and Affiliates. Therefore,you agree that:

#  

## (a)           Noncompetition.  During the Employment Period and for a periodof eighteen months thereafter, you shall not directly or indirectly, anywherein the world, own, manage, control, participate in, consult with, renderservices for or enter into employment with any distributor with annual salesrevenue exceeding $200,000,000 in the laboratory supplies industry (the “Business”).Nothing herein shall prohibit you from being a passive owner of not more than2% of the outstanding stock of any class of a corporation that is publiclytraded, so long as you have no active participation in the business of suchcorporation.

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## (b)           Nonsolicitation.  During the Employment Period and for a periodof eighteen months thereafter, you shall not directly or indirectly(i) induce or attempt to induce any employee of VWR or any of itsSubsidiaries or Affiliates to leave the employ of VWR or any such Subsidiary orAffiliate, or in any way interfere with the relationship between VWR or any ofits Subsidiaries or Affiliates****andany employee thereof, (ii) hire any person who was an employee of VWR orany of its Subsidiaries or Affiliates within 180 days after a Separation,(iii) induce or attempt to induce any customer, supplier, licensee orother business relation of VWR or any of its Subsidiaries or Affiliates tocease doing business with VWR or such Subsidiary or Affiliate or in any wayinterfere with the relationship between any such customer, supplier, licenseeor business relation and VWR or any of its Subsidiaries or Affiliates or(iv) directly or indirectly acquire or attempt to acquire an interest inany business relating to the Business and with which VWR or any of itsSubsidiaries or Affiliates has entertained discussions relating to theacquisition of such business by VWR or any of its Subsidiaries or Affiliates inthe twelve month period immediately preceding a Separation.

##  

## (c)           Enforcement.  If, at the time of enforcement of Section 1or 2, a court holds that the restrictions stated herein are unreasonableunder circumstances then existing, the parties hereto agree that the maximumduration, scope or geographical area reasonable under such circumstances shallbe substituted for the stated period, scope or area and that the court shall beallowed to revise the restrictions contained herein to cover the maximumduration, scope and area permitted by law. Because your services are unique andbecause you have access to confidential information, the parties hereto agreethat money damages would be an inadequate remedy for any breach of this Annex1. Therefore, in the event a breach or threatened breach of this Annex 1,VWR or any of its Subsidiaries or Affiliates or their successors or assignsmay, in addition to other rights and remedies existing in their favor, apply toany court of competent jurisdiction for specific performance and/or injunctiveor other relief in order to enforce, or prevent any violations of, theprovisions hereof (without posting a bond or other security).

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## (d)           Additional Acknowledgments.  You acknowledge that the provisions of Sections1 and 2 are in consideration of: (i) employment with VWR or its Subsidiaries or Affiliates and (ii)additional good and valuable consideration, including the payment of salary andbonus, as set forth in this letter agreement. In addition, you agree andacknowledge that the restrictions contained in Sections 1 and 2do not preclude you from earning a livelihood,

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nor do they unreasonably impose limitations on your ability to earn aliving. In addition, you acknowledge (A) that the business of VWR and itsSubsidiaries and Affiliates will be conducted throughout the world, (B)notwithstanding the state of incorporation or principal office of VWR or any ofits Subsidiaries or Affiliates, or any of their respective executives oremployees (including you), it is expected that VWR and its Subsidiaries andAffiliates will have business activities and have valuable businessrelationships within its industry throughout the world, and (C) as part of yourresponsibilities, you will be traveling throughout the world in furtherance ofVWR’s or any of its Subsidiaries’ or Affiliates’ business and relationships. Youagree and acknowledge that the potential harm to VWR and any of itsSubsidiaries and Affiliates of the non-enforcement of Sections 1 and 2outweighs any potential harm to you of its enforcement by injunction orotherwise. You acknowledge that you have carefully read this Annex 1 andhave given careful consideration to the restraints imposed upon you by this Annex1, and are in full accord as to their necessity for the reasonable andproper protection of confidential and proprietary information of VWR and any ofits Subsidiaries and Affiliates now existing or to be developed in the future. Youexpressly acknowledge and agree that each and every restraint imposed by this Annex1 is reasonable with respect to subject matter, time period andgeographical area.

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# 2.               Definitions.

#  

“Affiliate” means, with respect to any Person,any Person that controls, is controlled by or is under common control with suchPerson or an Affiliate of such Person.

 

“Board” means VWR’s board of directors.

 

“Cause” means (i) the conviction of a felony orthe commission of fraud with respect to VWR or any of its Subsidiaries orAffiliates or any of their customers or suppliers, (ii) substantial andrepeated failure to perform duties as reasonably directed by the Board or asupervisor or report, after providing you with 15 days’ prior written noticeand a reasonable opportunity to remedy such failure and (iii) gross negligenceor willful misconduct with respect to VWR or any of its Subsidiaries orAffiliates. “Cause” shall be deemed not to include any act or failure to act,on your part, unless it is done, or omitted to be done, by you in bad faith orwithout reasonable belief that your action or omission was in the bestinterests of VWR or any of its respective Affiliates. Any act, or failure to act, based uponauthority given pursuant to a direction from the Board or based upon the adviceof counsel for VWR or any of its respective Affiliates shall be conclusivelypresumed to be done, or omitted to be done, by you in good faith and in thebest interests of VWR and its Affiliates. Your cessation of employment shallnot be deemed to be for Cause unless and until (i) there shall have beendelivered to you a copy of a resolution duly adopted by the affirmative vote ofat least a majority of the entire membership of the Board (excluding for this purposeany seat on the Board then held by you) at a meeting of the Board called andheld for such purpose (after reasonable notice is provided to you and you aregiven an opportunity, together with counsel, to be heard before the Board),finding that, in the good faith opinion of the Board, that Cause exists for thetermination of your employment, and specifying the particulars thereof inreasonable detail and (ii) if capable of cure within 30 days, you shall havebeen given 30 days from the date of the meeting of the Board at which you weregiven an opportunity, together with counsel, to be heard by the Board to curethe conduct specified by the Board. At any such Board meeting, you shall beautomatically recused from participation in such meeting as a member of theBoard.

 

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“Change of Control”means any change (i) in the ownership or effective control of VWR (or anysuccessor thereto) or (ii) in the ownership of a substantial portion of theassets of VWR (or any successor thereto), in each case, as defined in Section280G(b)(2)(A)(i) of the Code and the Treasury Regulations issued thereunder.

 

“Disability” means any physical or mentalinjury, illness or incapacity as a result of which you are unable to performthe functions of your duties for a continuous period of more than 90 days orfor 120 days (whether or not continuous) within a 180 day period, as reasonablydetermined by the Board in good faith.

 

“Employment Period” means the period duringwhich you are employed by VWR or any of its Subsidiaries or Affiliates,regardless of whether such employment is pursuant to the terms of this LetterAgreement or another agreement.

 

“Good Reason” means (i) VWR materially changesyour authority, titles, reporting rights or obligations, and/or duties in amanner inconsistent with the position you currently hold or as described in theLetter Agreement, (ii) VWR fails to make any payment to you, or provide youwith any benefit, required to be paid or provided to you pursuant to the LetterAgreement, (iii) VWR reduces your base salary and/or bonus entitlementdescribed in your Letter Agreement, (iv) a relocation of your principal placeof employment to a location that increases your commuting distance by more than25 miles, except for travel by you on company business or (v) any successor tothe business of VWR fails to assume VWR’s obligations under the LetterAgreement; provided that, in order for your resignation for Good Reasonto be effective, written notice of the occurrence any event that constitutesGood Reason must be delivered by you to VWR within 180 days after you haveactual knowledge of the occurrence of any such event and the occurrence of suchevent is not cured by VWR within ten (10) days after the date of such writtennotice by you to VWR.

 

“Person” means an individual, a partnership, alimited liability company, a corporation, an association, a joint stockcompany, a trust, a joint venture, an unincorporated organization, investmentfund, any other business entity and a governmental entity or any department,agency or political subdivision thereof.

 

“Public Company” means any corporation whosestock is readily tradable on an established securities market, or otherwise, asdefined in Section 280G(b)(5)(A)(ii)(I) of the Code and the TreasuryRegulations issued thereunder.

 

“Separation” means you ceasing to be employedby VWR or any of it Subsidiaries or Affiliates for any reason.

 

“Subsidiary” means, with respect to any Person,any corporation, limited liability company, partnership, association, orbusiness entity of which (i) if a corporation, a majority of the totalvoting power of shares of stock entitled (without regard to the occurrence ofany contingency) to vote in the election of directors, managers, or trusteesthereof is at the time owned or controlled, directly or indirectly, by thatPerson or one or more of the other Subsidiaries of that Person or a combinationthereof, or (ii) if a limited liability company, partnership, association,or other business entity (other than a corporation), a majority of partnershipor other similar ownership interest thereof is at the time owned or controlled,directly or indirectly, by that Person or one or more Subsidiaries of thatPerson or a combination thereof. For purposes hereof, a Person or Persons shallbe deemed to have a majority ownership interest in a limited liability company,partnership, association, or other

 

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business entity (other than a corporation) if suchPerson or Persons shall be allocated a majority of limited liability company,partnership, association, or other business entity gains or losses or shall beor control any managing director or general partner of such limited liabilitycompany, partnership, association, or other business entity. For purposeshereof, references to a “Subsidiary” of any Person shall be given effectonly at such times that such Person has one or more Subsidiaries, and, unlessotherwise indicated, the term “Subsidiary” refers to a Subsidiary ofVWR.

 

# 3.               Miscellaneous.

#  

## (a)           Applicable Law.  This Annex 1 shall be governed by, andconstrued in accordance with, the laws of the State of Pennsylvania, withoutgiving effect to any choice of law or conflict of law rules or provisions(whether of the State of Pennsylvania or any other jurisdiction) that wouldcause the application of the laws of any jurisdiction other than the State ofPennsylvania.

##  

## (b)           Consent to Jurisdiction.  You hereby irrevocably submit to thenonexclusive jurisdiction of the United States District Court for the EasternDistrict of Pennsylvania and the state courts of the State of Pennsylvania forthe purposes of any suit, action or other proceeding arising out of this Annex1 or any transaction contemplated hereby. You further agree that service ofany process, summons, notice or document by certified or registered mail toyour address as listed above or such other address or to the attention of suchother person as you have specified by prior written notice to VWR shall beeffective service of process in any action, suit or proceeding in the State ofPennsylvania with respect to any matters to which you have submitted tojurisdiction as set forth above in the immediately preceding sentence. Youirrevocably and unconditionally waive any objection to the laying of venue ofany action, suit or proceeding arising out of this Annex 1 or thetransactions contemplated hereby in the United States District Court for theEastern District of Pennsylvania or the state courts of the State ofPennsylvania and hereby irrevocably and unconditionally waive and agree not toplead or claim in any such court that any such action, suit or proceedingbrought in such court has been brought in an inconvenient forum.

##  

## (c)           Additional Agreements.  The provisions of this Annex 1 are inaddition, and do not supersede, the provisions of the Personal Services,Confidentiality and Inventions Agreement between you and VWR.

##  

(d)           MUTUALWAIVER OF JURY TRIAL.  BECAUSEDISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY ANDECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISHAPPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THEPARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCHAPPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OFTHE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS LETTER AGREEMENT(INCLUDING VWR) HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT,OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THEPARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUTOF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS LETTER AGREEMENT, THETRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THEPARTIES HEREUNDER.

 

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**Annex 2- General Release**

 

I,                            ,in consideration of and subject to the performance by VWR International, Inc.,a Delaware corporation (together with its subsidiaries, the “Company”),of its obligations under the Employment Agreement, dated as of the date as of                            (the “Agreement”), do hereby release and forever discharge as of thedate hereof the Company and its affiliates and all present and formerdirectors, officers, agents, representatives, employees, successors and assignsof the Company and its affiliates and the Company’s direct or indirect owners(collectively, the “Released Parties”) to the extent provided below.

 

1.               I understand thatany payments or benefits paid or granted to me under the “Severance/RestrictiveCovenants” section of the Agreement represent, in part, consideration forsigning this General Release and are not salary, wages or benefits to which Iwas already entitled. I understand and agree that I will not receive thepayments and benefits specified in the “Severance/Restrictive Covenants”section of the Agreement unless I execute this General Release and do notrevoke this General Release within the time period permitted hereafter orbreach this General Release. I also acknowledge and represent that I havereceived all payments and benefits that I am entitled to receive (as of thedate hereof) by virtue of any employment by the Company.

 

2.               Except as providedin paragraph 4 below and except for the provisions of my Employment Agreementwhich expressly survive the termination of my employment with the Company, Iknowingly and voluntarily (for myself, my heirs, executors, administrators andassigns) release and forever discharge the Company and the other ReleasedParties from any and all claims, suits, controversies, actions, causes ofaction, cross-claims, counter-claims, demands, debts, compensatory damages,liquidated damages, punitive or exemplary damages, other damages, claims forcosts and attorneys’ fees, or liabilities of any nature whatsoever in law andin equity, both past and present (through the date this General Release becomeseffective and enforceable) and whether known or unknown, suspected, or claimedagainst the Company or any of the Released Parties which I, my spouse, or anyof my heirs, executors, administrators or assigns, may have, which arise out ofor are connected with my employment with, or my separation or termination from,the Company (including, but not limited to, any allegation, claim or violation,arising under: Title VII of the Civil Rights Act of 1964, as amended; the CivilRights Act of 1991; the Age Discrimination in Employment Act of 1967, asamended (including the Older Workers Benefit Protection Act); the Equal Pay Actof 1963, as amended; the Americans with Disabilities Act of 1990; the Familyand Medical Leave Act of 1993; the Worker Adjustment Retraining andNotification Act; the Employee Retirement Income Security Act of 1974; anyapplicable Executive Order Programs; the Fair Labor Standards Act; or theirstate or local counterparts; or under any other federal, state or local civilor human rights law, or under any other local, state, or federal law,regulation or ordinance; or under any public policy, contract or tort, or undercommon law; or arising under any policies, practices or procedures of theCompany; or any claim for wrongful discharge, breach of contract, infliction ofemotional distress, defamation; or any claim for costs, fees, or otherexpenses, including attorneys’ fees incurred in these matters) (all of theforegoing collectively referred to herein as the “Claims”).

 

3.               I represent that Ihave made no assignment or transfer of any right, claim, demand, cause ofaction, or other matter covered by paragraph 2 above.

 

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4.               I agree that thisGeneral Release does not waive or release any rights or claims that I may haveunder the Age Discrimination in Employment Act of 1967 which arise after thedate I execute this General Release. I acknowledge and agree that my separationfrom employment with the Company in compliance with the terms of the Agreementshall not serve as the basis for any claim or action (including, without limitation,any claim under the Age Discrimination in Employment Act of 1967).

 

5.               In signing thisGeneral Release, I acknowledge and intend that it shall be effective as a barto each and every one of the Claims hereinabove mentioned or implied. Iexpressly consent that this General Release shall be given full force andeffect according to each and all of its express terms and provisions, includingthose relating to unknown and unsuspected Claims (notwithstanding any statestatute that expressly limits the effectiveness of a general release ofunknown, unsuspected and unanticipated Claims), if any, as well as thoserelating to any other Claims hereinabove mentioned or implied. I acknowledgeand agree that this waiver is an essential and material term of this GeneralRelease and that without such waiver the Company would not have agreed to theterms of the Agreement. I further agree that in the event I should bring aClaim seeking damages against the Company, or in the event I should seek torecover against the Company in any Claim brought by a governmental agency on mybehalf, this General Release shall serve as a complete defense to such Claims.I further agree that I am not aware of any pending claim of the type describedin paragraph 2 as of the execution of this General Release.

 

6.               I agree thatneither this General Release, nor the furnishing of the consideration for thisGeneral Release, shall be deemed or construed at any time to be an admission bythe Company, any Released Party or myself of any improper or unlawful conduct.

 

7.               I agree that thisGeneral Release and the Agreement are confidential and agree not to discloseany information regarding the terms of this General Release or this Agreement,except to my immediate family and any tax, legal or other counsel I haveconsulted regarding the meaning or effect hereof or as required by law, and Iwill instruct each of the foregoing not to disclose the same to anyone. Notwithstandinganything herein to the contrary, each of the parties (and each affiliate and personacting on behalf of any such party) agree that each party (and each employee,representative, and other agent of such party) may disclose to any and allpersons, without limitation of any kind, the tax treatment and tax structure ofthis transaction contemplated in the Agreement and all materials of any kind(including opinions or other tax analyses) that are provided to such party orsuch person relating to such tax treatment and tax structure, except to theextent necessary to comply with any applicable federal or state securities laws.This authorization is not intended to permit disclosure of any otherinformation including (without limitation) (i) any portion of anymaterials to the extent not related to the tax treatment or tax structure ofthis transaction, (ii) the identities of participants or potentialparticipants in the Agreement, (iii) any financial information (except tothe extent such information is related to the tax treatment or tax structure ofthis transaction), or (iv) any other term or detail not relevant to thetax treatment or the tax structure of this transaction.

 

8.               Any non-disclosureprovision in this General Release does not prohibit or restrict me (or myattorney) from responding to any inquiry about this General Release or itsunderlying facts and circumstances by the Securities and Exchange Commission(SEC), the National Association of Securities Dealers, Inc. (NASD), any otherself-regulatory organization or governmental entity.

 

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9.               Notwithstandinganything in this General Release to the contrary, this General Release shallnot relinquish, diminish, or in any way affect any rights or claims arising outof any breach by the Company or by any Released Party of the Agreement afterthe date hereof.

 

10.         Whenever possible, eachprovision of this General Release shall be interpreted in, such manner as to beeffective and valid under applicable law, but if any provision of this GeneralRelease is held to be invalid, illegal or unenforceable in any respect underany applicable law or rule in any jurisdiction, such invalidity, illegality orunenforceability shall not affect any other provision or any otherjurisdiction, but this General Release shall be reformed, construed and enforcedin such jurisdiction as if such invalid, illegal or unenforceable provision hadnever been contained herein.

 

BYSIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

 

(i)                                     IHAVE READ IT CAREFULLY;

 

(ii)                                  IUNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS,INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENTACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED;THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THEEMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

 

(iii)                               IVOLUNTARILY CONSENT TO EVERYTHING IN IT;

 

(iv)                              IHAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVEDONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SOOF MY OWN VOLITION;

 

(v)                                 IHAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASESUBSTANTIALLY IN ITS FINAL FORM ON                                        ,              TO CONSIDER IT AND THE CHANGES MADE SINCE THE                                        ,              VERSION OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED21-DAY PERIOD;

 

(vi)                              THECHANGES TO THE AGREEMENT SINCE                                        ,              EITHER ARE NOT MATERIAL OR WERE MADE AT MY REQUEST.

 

(vii)                           IUNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKEIT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THEREVOCATION PERIOD HAS EXPIRED;

 

(viii)                        I HAVESIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OFANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

 

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(ix)                                IAGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED,CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZEDREPRESENTATIVE OF THE COMPANY AND BY ME.

 

 
| DATE:  |   |   |   |   |
|--------|--------|--------|--------|--------|
|   |   |   |

 

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