**Exhibit 10.5**

 

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

 

June29, 2007

 

JackWyszomierski

6635Armitage Road

NewHope, PA 18938

 

DearJack:

 

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

 
| Position:                          | Chief Financial Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Base Salary:                       | $450,000 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 John  Ballbach, the Chief Executive Officer.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 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 85% 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), (ii) by you for Good Reason (as defined on Annex 1) or (iii)  by you for any reason or no reason during the period starting on the eighteen  month-anniversary of the date hereof to the three-year anniversary of the  date hereof, you will be entitled to receive (A) an aggregate amount equal to  one and a half 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 of  twelve months after such termination. These payments (i) would be subject to  your execution |

 

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|   | 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 result of your characterization as  a “specified employee” of VWR (within the meaning of Treasury Regulation  Section 1.409A-1(i)), |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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|                                   | 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.                                                                                                                                                                                                    |
|----------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 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.                                                                                                                                                                                                                          |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

 

Jack,I am excited to have you continue on the VWR team. If you have any questions,please do not hesitate to call me at (610) 692-1060.

 
|   | Sincerely,    |
|--------|---------------|
|   |          |
|   |          |
|   | John Ballbach |

 

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| Accepted and Agreed |
|---------------------|
|                |
|                |
|                |   |
| Jack Wyszomierski   |
|                |
| 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 Jack Wyszomierski (“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 shallbe entitled to a salary, annual bonus and other monetary compensation, whichshall be established by VWR at the inception of employment, and may beperiodically thereafter adjusted for increase only. Executive shall also beentitled to participate in various VWR employee benefit plans (for example,health insurance, retirement, and the like), in accordance with theparticipation requirements of said plans, and nothing contained herein shallconfer benefit eligibility which is in any manner inconsistent with the termsof the benefit plans.

#  

# 2.                                       **Executive’s General Obligations; Conflicts of Interest.**During my employment with VWR, I agree to devote substantially allmy working time during normal business hours to VWR. During my employment withVWR, I agree to use my best efforts to perform the duties associated with myposition and title with VWR as VWR may direct, not to engage in any otherbusiness or activity the nature of which shall be determined by VWR to becompetitive with VWR, its suppliers or its customers and to comply with anyConflict of Interest Policy of VWR; provided that, with the approval ofVWR, which such approval shall not be unreasonably delayed or withheld, I mayserve on the board of directors of one public company. I further agree toconform to all VWR policies, practices, and procedures, to the extent suchpolicies, practices and procedures have been provided to me in writing, as wellas lawful directions of VWR and/or its affiliates as to performance of servicesfor VWR, to the extent that the same are consistent with my position and titlewith VWR.

#  

# 3.                                       **No Existing Restrictive Agreements.**Irepresent that I am not a party to any contract limiting my present or futureright to work for VWR or to perform such activities as shall be required fromtime to time by VWR.

#  

# 4.                                       **Prior Employer Information.**I agree that Iwill not use improperly or disclose any confidential or proprietary informationor trade secrets of my former or current employers, principals, partners,co-venturers, customers, or suppliers, or the vendors or customers of suchpersons or entities, and I will not violate any nondisclosure or proprietaryrights agreement I might have signed in connection with any such employer,person or entity.

 

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# 5.                                       **Non-Disclosure of Information.**I recognizethat, in the performance of my duties with VWR, Confidential Informationbelonging to VWR will come into my possession, including, without limitation,information regarding 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 information is acquired from orthrough VWR during the course of my employment by VWR. “ConfidentialInformation” shall not include any information that is or becomes publiclyknown or that enters the public domain other than as a result of my breach ofmy obligations under this Agreement or any other agreement between me and VWRor its 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 makeprompt and full disclosure to VWR, will hold in trust for the sole benefit ofVWR, and will assign, exclusively to VWR all my right, title, and interest inand to any and all inventions, discoveries, designs, developments,improvements, copyrightable material, and trade secrets (collectively herein “Inventions”)that I, solely or jointly, may conceive, develop, or reduce to practice duringthe period of time I am in the employ of VWR. I hereby waive and quitclaim toVWR any and all claims of any nature whatsoever that I now or hereafter mayhave for infringement of any patent resulting from any patent applications forany Inventions 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

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

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

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# 7.                                       **Excluded and Licensed Inventions.**I haveattached hereto a list describing all Inventions belonging to me and made by meprior to my employment with VWR that I wish to have excluded from thisAgreement. If no such list is attached, I represent that there are no suchInventions. If in the course of my employment at VWR, I incorporate into a VWRproduct, process, or machine, an Invention owned 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.**Iwill execute any proper oath or verify any proper document in connection withcarrying out the terms of this Agreement. If, because of my mental or physicalcondition or for any other reason whatsoever, VWR is unable to secure mysignature to apply for or to pursue any application for any United States orforeign patent or copyright covering Inventions assigned to VWR as statedabove, I hereby irrevocably designate and appoint VWR and its duly authorizedofficers and agents as my agent and attorney in fact, to act for me and in mybehalf and stead to execute and file any such applications and to do all otherlawfully permitted acts to further the prosecution and issuance of U.S. andforeign patents and copyrights thereon with the same legal force and effect asif executed by me. I will testify at VWR’s request and expense in anyinterference, litigation, or other legal proceeding that may arise during orafter my employment.

#  

# 9.                                       **Third Party Information.**I recognize thatVWR has received and will receive confidential or proprietary information fromthird parties subject to a duty on VWR’s part to maintain the confidentialityof such information and to use it only for certain limited purposes. Thisinformation shall be deemed not to include shall not include any informationthat is or becomes publicly known or that enters the public domain other than asa result of my breach of my obligations under this Agreement or any otheragreement between me and VWR or its affiliates. During the term of myemployment and thereafter I will not disclose nor use such information for thebenefit of anyone other than VWR or such third party, or in any mannerinconsistent with any agreement between VWR and such third party of which I ammade aware, except as is required by law, any court of competent jurisdictionor any governmental agency or authority or recognized subpoena power.

#  

# 10.                                 **Termination.**I acknowledge that thisAgreement shall not constitute a contract for employment for any specificperiod of time, and that either VWR or I am free to terminate this Agreement,and employment relationship, “at will,” at any time, with or without cause. Iagree that upon termination of this Agreement and my employment, for any or noreason, I will promptly return to VWR all records of Confidential Information,including copies in my possession, and all other physical properties issued tome as an employee, in a reasonable state of function or repair. I will also soreturn any keys, pass cards, identification cards or other property belongingto VWR.

#  

# 11.                                 **Non-Waiver.**The failure by VWR to enforceany of the provisions hereof upon any default by me at a particular time orunder certain circumstances shall not be treated as a permanent waiver of suchprovisions and shall not prevent subsequent enforcement of such provisions upondefault by either party.

#  

# 12.                                 **Irreparable Harm.**I agree that any provenbreach of this Agreement by me would cause irreparable harm to VWR for whichmonetary damages could not adequately compensate. If VWR proves a breach,irreparable harm shall be presumed and I expressly waive any bondingrequirement as a prerequisite to VWR obtaining injunctive relief. VWR can alsoseek 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 acknowledge that in the course of your employment withVWR or any of its Subsidiaries or Affiliates you will become familiar with VWR’sand its Subsidiaries’ and Affiliates’ trade secrets and with other confidentialinformation concerning VWR and such Subsidiaries and Affiliates and that yourservices will be of special, unique and extraordinary value to VWR and suchSubsidiaries and Affiliates. Therefore, you agree that:

#  

## (a)           Noncompetition. During theEmployment Period and for a period of twelve months thereafter, you shall notdirectly or indirectly, anywhere in the world, own, manage, control,participate in, consult with, render services for or enter into employment withany distributor with annual sales revenue exceeding $200,000,000 in thelaboratory supplies industry (the “Business”). Nothing herein shallprohibit you from being a passive owner of not more than 2% of the outstandingstock of any class of a corporation that is publicly traded, so long as youhave no active participation in the business of such corporation.

##  

## (b)           Nonsolicitation. During theEmployment Period and for a period of eighteen months thereafter, you shall notdirectly or indirectly (i) induce or attempt to induce any employee of VWRor any of its Subsidiaries or Affiliates to leave the employ of VWR or any suchSubsidiary or Affiliate, or in any way interfere with the relationship betweenVWR or any of its 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 timeof enforcement of Section 1 or 2, a court holds that therestrictions stated herein are unreasonable under circumstances then existing,the parties hereto agree that the maximum duration, scope or geographical areareasonable under such circumstances shall be substituted for the stated period,scope or area and that the court shall be allowed to revise the restrictionscontained herein to cover the maximum duration, scope and area permitted by law.Because your services are unique and because you have access to confidentialinformation, the parties hereto agree that money damages would be an inadequateremedy for any breach of this Annex 1. Therefore, in the event a breachor threatened breach of this Annex 1, VWR or any of its Subsidiaries orAffiliates or their successors or assigns may, in addition to other rights andremedies existing in their favor, apply to any court of competent jurisdictionfor specific performance and/or injunctive or other relief in order to enforce,or prevent any violations of, the provisions hereof (without posting a bond orother security).

##  

## (d)           Additional Acknowledgments. Youacknowledge that the provisions of Sections 1 and 2 are inconsideration of:  (i) employmentwith VWR or its Subsidiaries or Affiliates and (ii) additional good andvaluable consideration, including the payment of salary and bonus, as set forthin this letter agreement. In addition, you agree and acknowledge that therestrictions contained in Sections 1 and 2 do not preclude youfrom earning a livelihood, 

##  

## 

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## nor do theyunreasonably impose limitations on your ability to earn a living. In addition,you acknowledge (A) that the business of VWR and its Subsidiaries andAffiliates will be conducted throughout the world, (B) notwithstanding thestate of incorporation or principal office of VWR or any of its Subsidiaries orAffiliates, or any of their respective executives or employees (including you),it is expected that VWR and its Subsidiaries and Affiliates will have businessactivities and have valuable business relationships within its industrythroughout the world, and (C) as part of your responsibilities, you will betraveling throughout the world in furtherance of VWR’s or any of itsSubsidiaries’ or Affiliates’ business and relationships. You agree and acknowledgethat the potential harm to VWR and any of its Subsidiaries and Affiliates ofthe non-enforcement of Sections 1 and 2 outweighs any potentialharm to you of its enforcement by injunction or otherwise. You acknowledge thatyou have carefully read this Annex 1 and have given carefulconsideration to the restraints imposed upon you by this Annex 1, andare in full accord as to their necessity for the reasonable and properprotection of confidential and proprietary information of VWR and any of itsSubsidiaries 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 thispurpose any seat on the Board then held by you) at a meeting of the Boardcalled and held for such purpose (after reasonable notice is provided to youand you are given an opportunity, together with counsel, to be heard before theBoard), finding that, in the good faith opinion of the Board, that Cause existsfor the termination of your employment, and specifying the particulars thereofin reasonable 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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“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 constitutes GoodReason must be delivered by you to VWR within 180 days after you have actualknowledge of the occurrence of any such event and the occurrence of such eventis not cured by VWR within ten (10) days after the date of such written noticeby 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.

 

“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 business entity (other than a corporation)if such Person or Persons shall be allocated a majority of limited liabilitycompany, partnership, association, or other business entity gains or losses orshall be or control any managing director or general partner of such limitedliability company, partnership, association, or other business entity. Forpurposes hereof, references to a “Subsidiary” of any Person shall begiven effect only at such times that such Person has one or more Subsidiaries,and, unless otherwise indicated, the term “Subsidiary” refers to aSubsidiary of VWR.

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3.               Miscellaneous.

 

## (a)           Applicable Law. This Annex1 shall be governed by, and construed in accordance with, the laws of theState of Pennsylvania, without giving effect to any choice of law or conflictof law rules or provisions (whether of the State of Pennsylvania or any otherjurisdiction) that would cause the application of the laws of any jurisdictionother than the State of Pennsylvania.

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## (b)           Consent to Jurisdiction. Youhereby irrevocably submit to the nonexclusive jurisdiction of the United StatesDistrict Court for the Eastern District of Pennsylvania and the state courts ofthe State of Pennsylvania for the purposes of any suit, action or otherproceeding arising out of this Annex 1 or any transaction contemplatedhereby. You further agree that service of any process, summons, notice ordocument by certified or registered mail to your address as listed above orsuch other address or to the attention of such other person as you havespecified by prior written notice to VWR shall be effective service of processin any action, suit or proceeding in the State of Pennsylvania with respect toany matters to which you have submitted to jurisdiction as set forth above inthe immediately preceding sentence. You irrevocably and unconditionally waiveany objection to the laying of venue of any action, suit or proceeding arisingout of this Annex 1 or the transactions contemplated hereby in theUnited States District Court for the Eastern District of Pennsylvania or thestate courts of the State of Pennsylvania and hereby irrevocably andunconditionally waive and agree not to plead or claim in any such court thatany such action, suit or proceeding brought in such court has been brought inan inconvenient forum.

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## (c)           Additional Agreements. Theprovisions of this Annex 1 are in addition, and do not supersede, theprovisions of the Personal Services, Confidentiality and Inventions Agreementbetween you and VWR.

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(d)           MUTUALWAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONSARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSONAND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THANARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY AJUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATIONOF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THISLETTER AGREEMENT (INCLUDING VWR) HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY INANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONGANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE,ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS LETTER AGREEMENT,THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONGTHE PARTIES 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, as amended(including the Older Workers Benefit Protection Act); the Equal Pay Act of1963, as amended; the Americans with Disabilities Act of 1990; the Family andMedical Leave Act of 1993; the Worker Adjustment Retraining and NotificationAct; the Employee Retirement Income Security Act of 1974; any applicableExecutive Order Programs; the Fair Labor Standards Act; or their state or localcounterparts; or under any other federal, state or local civil or human rightslaw, or under any other local, state, or federal law, regulation or ordinance;or under any public policy, contract or tort, or under common law; or arisingunder any policies, practices or procedures of the Company; or any claim forwrongful discharge, breach of contract, infliction of emotional distress,defamation; or any claim for costs, fees, or other expenses, includingattorneys’ fees incurred in these matters) (all of the foregoing collectivelyreferred 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, withoutlimitation, 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 andperson acting on behalf of any such party) agree that each party (and eachemployee, representative, and other agent of such party) may disclose to anyand all persons, without limitation of any kind, the tax treatment and taxstructure of this transaction contemplated in the Agreement and all materialsof any kind (including opinions or other tax analyses) that are provided tosuch party or such person relating to such tax treatment and tax structure,except to the extent necessary to comply with any applicable federal or statesecurities laws. This authorization is not intended to permit disclosure of anyother information 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 after thedate 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 andenforced in such jurisdiction as if such invalid, illegal or unenforceableprovision had never 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 THECHANGES MADE SINCE THE                                             ,         VERSION OF THIS RELEASEARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

 

(vi)                              THECHANGES TO THE AGREEMENT SINCE                                             ,          EITHER ARE NOT MATERIALOR 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 HAVE SIGNEDTHIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANYCOUNSEL 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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