-Exhibit
10.22


DADE
BEHRING

STOCK UNIT AWARD AGREEMENT


We are pleased to inform
you that you have been awarded by Dade Behring Holdings, Inc. (the “Company”),
a stock unit award (the “Stock Unit Award”).


The terms of the Stock
Unit Award are as set forth in this Stock Unit Award Agreement (“Agreement”).  The Stock Unit Award Agreement is granted
under the Dade Behring 2004 Incentive Compensation Plan (“Plan”) and, except as
expressly provided otherwise herein, is limited by and subject to the express
terms and conditions of the Plan, a copy of which is attached.  Capitalized terms that are not defined in
this Agreement have the meanings given to them in the Plan.  The basic terms of the Stock Unit Award are
summarized as follows:


	
  Grant Date:

  	
   

  	
   

  
	
  Number of Units:

  	
   

  	
   

  
	
  Vesting Commencement Date

  	
   

  	
   

  



1.                                      Vesting


(a)           The Stock Unit Award is subject to
forfeiture upon termination of your service or employment relationship with the
Employer as described below.  The Stock
Unit Award will vest and no longer be subject to forfeiture on the dates set
forth below (each a “Vesting Date”) according to the following schedule:


 


	
  Date at Which Portion of
  Stock Unit

  Award is Vested and No Longer Subject to

  Forfeiture Provided Continuous Service or

  Employment With the Employer From the

  Vesting Commencement Date

  	
   

  	
  Portion
  of Stock Unit

  Award Vested  and No

  Longer Subject to

  Forfeiture

  
	
  [Dates]

  	
   

  	
  [Percentages]

  
	
   

  	
   

  	
   

  



(b)           Units that
have vested and are no longer subject to forfeiture according to the schedule
above are referred to herein as “Vested Units.” 
Units that have not vested and remain subject to forfeiture under the
preceding schedule are referred to herein as “Unvested Units.”  The Unvested Units will vest (and to the
extent so vested cease to be Unvested Units remaining subject to forfeiture) in
accordance with the above schedule. 
Collectively, the Unvested Units and Vested Units are referred to herein
as the “Units.”


(c)           Early
lapse of the forfeiture restrictions may occur as described below in connection
with a Change in Control, [your death], [your Retirement], [your Disability], [the


 





















 


Company’s
termination of your service or employment other than for Cause (“NonCause
Termination”)] [your termination of your service or employment for Good Reason
(“Good Reason Termination”)].


2.                                      Termination of Services or Employment


If [your service or
employment relationship with the Employer terminates] [your service or
employment relationship with the Employer terminates for any reason other than [death],
[Retirement], [Disability] or a [Non-Cause Termination] [or Good Reason
Termination], any portion of this Stock Unit Award that has not vested as
provided in Section 1 will immediately terminate.  You will forfeit all Unvested Units upon such
occurrence without the payment of any further consideration to you.


If your service or
employment relationship with the Employer terminates because of [death], [Retirement],
[Disability], or [NonCause Termination,] [or Good Reason Termination] the
vesting of this Stock Unit Award will accelerate [and all Units under this
Stock Unit Award will become fully vested.] [and an additional prorated number
of Units shall vest reflecting the portion of the year you worked since the
later of the Vesting Commencement Date or the last date upon which Units
vested.] [and Units which would have vested on the next succeeding vesting date
shall vest.]


3.                                      Change in Control


Upon a Change in Control
of the Company, the vesting of your Stock Unit Award will accelerate and all
Units under this Agreement shall become fully vested.


4.                                      Conversion of Units into Shares of Common
Stock


Except as otherwise
provided by a deferral election pursuant to Section 5 of this Agreement, Vested
Units shall be converted into shares of Common Stock and distributed to you on or
about [[              ]
following the day when Unvested Units become Vested Units] [              following the termination of your
service or employment relationship with the Employer].


If, however, you elect to
defer payment of the shares of Common Stock as provided in Section 5 of this
Agreement, the shares of Common Stock shall be issued as set forth in the
Deferral Election Agreement entered into between you and the Committee.


5.                                      Deferral Election


[Subject to Section 13,]
you may elect to defer delivery of the shares of Common Stock that would
otherwise be due by virtue of the lapse or waiver of the vesting requirements
as set forth in Section 1.  The Committee
shall, in its sole discretion, establish the rules and procedures for such
deferral elections and payment deferrals.


6.                                      Dividends


You shall be credited
with dividend equivalents with respect to your Units under this Agreement if
dividends are paid on shares of Common Stock. 
The Committee, in its sole discretion, may determine the form of payment
of dividend equivalents, including cash, shares of Common Stock or Units.


 


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7.                                      No Rights as Shareholder


You shall not have voting
or any other rights as a shareholder of the Common with respect to the
Units.  Upon conversion of the Units into
shares of Common Stock, you will obtain full voting and other rights as a
shareholder of the Company.


8.                                      Securities Law Compliance


Notwithstanding any other
provision of this Agreement, you may not sell the shares of Common Stock
acquired upon the conversion of Units unless such shares are registered under
the Securities Act or, if such shares are not then so registered, the Company
has determined that such sale would be exempt from the registration
requirements of the Securities Act.  The
sale of such shares of Common Stock must also comply with other applicable laws
and regulations governing the shares, and you may not sell the shares of Common
Stock if the Company determines that such sale would not be in material
compliance with such laws and regulations.


9.                                      Transfer Restrictions


You may transfer Units to
family members. Any other sale, transfer, assignment, encumbrance, pledge, hypothecation,
conveyance in trust or gift, whether voluntarily or by operation of law,
directly or indirectly, of Units shall be prohibited and void, provided that
such restrictions on other transfers will not apply to certain transfers of the
Units, provided, and only if, you obtain the Committee’s prior written consent
to such transfer.


10.                               Independent Tax Advice


You acknowledge that
determining the actual tax consequences to you of receiving Units or shares of
Common Stock or deferring or disposing of Units or shares of Common Stock may
be complicated.  These tax consequences
will depend, in part, on your specific situation and may also depend on the
resolution of currently uncertain tax law and other variables not within the
control of the Company.  You are aware
that you should consult a competent and independent tax advisor for a full
understanding of the specific tax consequences to you of receiving, deferring
or disposing of Units or shares of Common Stock.  Prior to executing this Agreement, you either
have consulted with a competent tax advisor independent of the Company to
obtain tax advice concerning the Shares in light of your specific situation or have
had the opportunity to consult with such a tax advisor but chose not to do so.


11.                               Withholding and Disposition of Shares


To the extent applicable,
you agree to make arrangements satisfactory to the Employer for the payment of
any federal, state, local or foreign withholding tax obligations that arise
with respect to this Stock Unit Award, including, without limitation, the
receipt of shares of Common Stock. 
Notwithstanding the previous sentence, you acknowledge and agree that
the Employer has the right to deduct from payments of any kind otherwise due to
you any federal, state or local taxes of any kind required by law to be
withheld with respect this Stock Unit Award, including, without limitation, the
receipt of shares of Common Stock.]


 


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12.                               General Provisions


12.1        No Waiver.  No waiver
of any provision of this Agreement will be valid unless in writing and signed
by the person against whom such waiver is sought to be enforced, nor will
failure to enforce any right hereunder constitute a continuing waiver of the
same or a waiver of any other right hereunder.


12.2        Undertaking.  You hereby
agree to take whatever additional action and execute whatever additional
documents the Committee may deem necessary or advisable in order to carry out
or effect one or more of the obligations or restrictions imposed on either you,
the Units or the shares acquired upon conversion of the Units pursuant to the
express provisions of this Agreement.


12.3        Agreement Is Entire Contract.  This
Agreement constitutes the entire contract between the parties hereto with
regard to the subject matter hereof.


12.4        Successors and Assigns.  The
provisions of this Agreement will inure to the benefit of, and be binding on,
the Company and its successors and assigns and you and your legal
representatives, heirs, legatees, distributees, assigns and transferees by
operation of law, whether or not any such person will have become a party to
this Agreement and agreed in writing to join herein and be bound by the terms
and conditions hereof.


12.5        No Service or Employment Contract. 
This Agreement does not confer upon you any right with respect to
continuance of service with or employment by the Employer, nor does it
interfere in any way with the right of the Employer to terminate your services
or employment at any time.


12.6        Counterparts.  This
Agreement may be executed in two or more counterparts, each of which will be
deemed an original, but which, upon execution, will constitute one and the same
instrument.


12.7        Governing Law.  This
Agreement will be construed and administered in accordance with and governed by
the laws of the State of Delaware.


[13.                           Section 409A Compliance


The Company intends that
any Unit conversion, deferral and other provisions applicable to your Stock
Unit Award fully comply with the payout and other limitations and restrictions
imposed under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”),
as clarified or modified by IRS guidance — in each case if and to the extent
such Code Section 409A is otherwise applicable to your Stock Unit Award and
such compliance is necessary to avoid the penalties otherwise imposed under
Code Section 409A.  In this connection,
the Company and you agree that the payout timing provisions applicable to the
Stock Unit Award, and the terms of any deferral and other rights regarding such
Stock Unit Awards, shall be deemed modified, if and to the extent necessary to
comply with the payout and other limitations and restrictions imposed under
Code Section 409A, as clarified or modified by IRS guidance — in each case if
and to the extent such Code Section 409A is otherwise applicable to your Stock
Unit Award and such compliance is necessary to avoid the penalties otherwise
imposed under Section 409A.]


 


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IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year indicated above on
the first page of this Agreement as the Grant Date.


 


	
   

  	
  DADE BEHRING HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   Its:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of Grantee]