exv10w1w1






Exhibit 10.1.1




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”) was made and entered into on the 14th day
of July 2006 and amended and restated on November 18, 2009, by and between SeraCare Life Sciences,
Inc., a Delaware corporation (the “Company”), and Susan Vogt, an individual (the
“Executive”).



RECITALS




THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and
intentions:




          A. The Company desires that the Executive be employed by the Company to carry out the duties
and responsibilities described below, all on the terms and conditions hereinafter set forth.




          B. The Executive desires to accept such employment on such terms and conditions.




          C. This Agreement shall govern the employment relationship between the Executive and the
Company from and after the Effective Date (as defined below) and supersedes and negates all
previous agreements with respect to such relationship.




          NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual
covenants and promises contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, the parties agree as follows:





	1.	 	Retention and Duties.






	 	1.1.	 	Bankruptcy Court Approval. On March 22, 2006, the Company filed a
voluntary petition for reorganization under chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Southern District of California (the
“Bankruptcy Court”). The Company’s case is No. 06-00510-11 (the “Bankruptcy
Case”). The parties acknowledge that this Agreement shall not be effective unless
and until approved by the Bankruptcy Court. For purposes of this Agreement, the term
“Effective Date” means the date on which the Company receives Bankruptcy Court approval
of this Agreement.
	 
	 	1.2.	 	Retention. The Company does hereby hire, engage and employ the
Executive for the Period of Employment (as defined in Section 2) on the terms and
conditions expressly set forth in this Agreement. The Executive does hereby accept and
agree to such hiring, engagement and employment, on the terms and conditions expressly
set forth in this Agreement.




 









 






	 	1.3.	 	Duties. During the Period of Employment, the Executive shall serve the
Company as its President and Chief Executive Officer and shall have the powers,
authorities, duties and obligations of management usually vested in the office of the
chief executive officer of a corporation, subject to the directives of the Company’s
Board of Directors (the “Board”) and the corporate policies of the Company as
they are in effect from time to time throughout the Period of Employment (including,
without limitation, the Company’s business conduct and ethics policies, as they may
change from time to time). The Executive will be appointed to the Board as of the
Effective Date. During the Period of Employment, the Executive shall report solely to
the full Board.
	 
	 	1.4.	 	No Other Employment; Minimum Time Commitment. During the Period of
Employment, the Executive shall both (i) devote substantially all of the Executive’s
business time, energy and skill to the performance of the Executive’s duties for the
Company, and (ii) hold no other employment. It is anticipated that the Executive will
serve on the boards of directors (or similar body) of other business, community or
charitable organizations, and otherwise provide customary services (without
compensation, other than as a director) thereto, subject to the prior written approval
of the Board, which shall not be unreasonably withheld. The Company shall, however,
have the right to require the Executive to resign from any board or similar body on
which she may then serve, or any other position with any such entity, if the Board
reasonably determines that the Executive’s service on such board or body, or other such
service, interferes with the effective discharge of the Executive’s duties and
responsibilities to the Company or that any business related to any such service is
then in competition with any business of the Company or any of its affiliates,
successors or assigns. Subject to the Company’s rights pursuant to the preceding
sentence, the Company expressly approves and acknowledges Executive’s service on the
board of Justrite Manufacturing Company, LLC, without the need for further Board
action.
	 
	 	1.5.	 	No Breach of Contract. The Executive hereby represents to the Company
that, to the best of her knowledge and belief: (i) the execution and delivery of this
Agreement by the Executive and the Company and the performance by the Executive of the
Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene,
the terms of any other agreement or policy to which the Executive is a party or
otherwise bound; (ii) the Executive has no information (including, without limitation,
confidential information or trade secrets) relating to any other person or entity which
would prevent, or be violated by, the Executive entering into this Agreement or
carrying out her duties hereunder; and (iii) the Executive is not bound by any
confidentiality, trade secret or similar agreement (other than this Agreement and the
Employee Confidentiality Agreement attached hereto as Exhibit A (the
“Confidentiality Agreement”)) and Executive’s Officer Severance Agreement with
Millipore Corporation dated November 18, 2003 (the “Millipore Agreement”), with
any other person or entity. The Executive will not provide confidential or similar
information to the Company or any of its affiliates in violation of her obligations
pursuant to the Millipore Agreement. The Executive hereby represents and covenants to
the




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	 	 	 	Company that, to the best of her knowledge and belief, her obligations pursuant to
the Millipore Agreement will not interfere with her effective discharge of her
duties and obligations pursuant to this Agreement.
	 
	 	1.6.	 	Location. The Executive’s principal place of employment shall be the
Company’s principal executive offices, as they may be located from time to time. The
Executive agrees that she will be regularly present at the Company’s principal
executive offices. The Executive acknowledges that she may be required to travel from
time to time in the course of performing her duties for the Company.






	2.	 	Period of Employment. The “Period of Employment” shall be a period of three
(3) years commencing on the Effective Date and ending at the close of business on the third
(3rd) anniversary of the Effective Date (the “Termination Date”); provided, however,
that this Agreement shall be automatically renewed, and the Period of Employment shall be
automatically extended for one (1) additional year on the Termination Date and each
anniversary of the Termination Date thereafter, unless either party gives notice, in writing,
at least sixty (60) days prior to the expiration of the Period of Employment (including any
renewal thereof) of such party’s desire to terminate the Period of Employment. The term
“Period of Employment” shall include any extension thereof pursuant to the preceding sentence.
If the Company provides notice that the Period of Employment shall not be extended or further
extended, as the case may be, Executive’s employment by the Company shall terminate at the end
of the Period of Employment then in effect and, in connection with such termination of
employment and subject to Section 5.4, Executive shall be entitled to all the severance
benefits provided in Section 5.3(b)(i)-(iv). Notwithstanding the foregoing, the Period of
Employment is subject to earlier termination as provided below in this Agreement.
	 
	3.	 	Compensation.






	 	3.1.	 	Base Salary. The Executive’s base salary (the “Base Salary”)
shall be paid in accordance with the Company’s regular payroll practices in effect from
time to time, but not less frequently than in monthly installments. The Executive’s
Base Salary for the first twelve (12) months of the Period of Employment shall be at an
annualized rate of Three Hundred and Fifty Thousand Dollars ($350,000). The Company
will review the Executive’s Base Salary at least annually and may increase (but not
decrease) the Executive’s Base Salary from the rate then in effect based on such
review.
	 
	 	3.2.	 	Incentive Bonus. For each fiscal year of the Company that ends during
the Period of Employment, the Executive shall be eligible to receive an annual
incentive bonus (“Incentive Bonus”) in an amount to be determined by the Board
(or the Compensation Committee thereof) in its sole discretion, based on the
performance objectives established by the Board for that particular period. The
Executive’s target Incentive Bonus amount for any such fiscal year shall be equal to
least seventy five percent (75%) of the Executive’s Base Salary for that particular
year, and there shall be no caps (other than any maximum amount




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	 	 	 	provided under any applicable stockholder-approved incentive plan under which the
particular bonus opportunity may be structured or any maximum amount that may be
determined pursuant to any incentive compensation formula that may be adopted
pursuant to the applicable incentive plan) on the total Incentive Bonus payable to
Executive for any year. Any Incentive Bonus amount earned by the Executive pursuant
to the terms of the applicable incentive plan shall be paid as soon as practicable
after the amount of the bonus, if any, and the Executive’s right thereto have been
determined and, if applicable, certified in accordance with the requirements of
Section 162(m) of the United States Internal Revenue Code of 1986, as amended (the
“Code”); provided, that any such earned bonus shall be paid not later than
by the later of (i) the fifteenth day of the third month following the close of the
calendar year in which the Executive’s right to such bonus vests (is no longer
subject to a substantial risk of forfeiture) or (ii) the fifteenth day of the third
month following the close of the Company’s taxable year in which the Executive’s
right to such bonus vests.
	 
	 	3.3.	 	Stock Option Grants. Subject to this Section 3.3, on the Effective
Date the Company will grant to the Executive a nonqualified stock option (the
“Option”) to purchase 450,000 shares of the Company’s common stock, no par
value (the “Common Stock”). The exercise price per share of the Option will be
equal to the fair market value of a share of the Common Stock on the Effective Date.
The Board (or Compensation Committee thereof) will determine such fair market value in
its reasonable, good faith discretion (it being intended that, if the Common Stock is
then not publicly traded other than on the over-the-counter market, such fair market
value shall be based on the last sales price for a share of Common Stock as quoted on
the Pink Sheets unless such methodology does not, in the Board’s reasonable, good faith
discretion, produce an accurate fair market value in the circumstances). The Option
will vest in substantially equal annual installments (equal installments except that
the installments will be rounded to produce vesting installments of whole share
increments) over the three-year period following the Effective Date. Except as
otherwise provided herein or in the Option Agreement referenced below, in each case,
the vesting of each installment of the Option is subject to the Executive’s continued
employment by the Company through the respective vesting date. The maximum term of the
Option will be ten (10) years from the date of grant of the Option, subject to earlier
termination upon the termination of the Executive’s employment with the Company, a
change in control of the Company and similar events. The Option shall be subject to
such further terms and conditions as set forth in a written stock option agreement to
be entered into by the Company and the Executive to evidence the Option (the
“Option Agreement”). The Option Agreement shall be in substantially the form
attached hereto as Exhibit C.
	 
	 	 	 	Executive shall also be eligible to participate in and receive additional grants
commensurate with her position and level in any stock option plan and restricted
stock plan or other equity-based or equity related compensation plan, programs or
agreements of the Company made available generally to its senior executives;
provided that the amount, timing, and other terms of any future grant shall be




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	 	 	 	determined by the Board (or the Compensation Committee thereof) in its sole
discretion.
	 
	 	3.4.	 	Compensation for the period April 1, 2009 to March 31, 2010.
Notwithstanding Section 3.1, for the period April 1, 2009 to March 31, 2010 (the
“Salary Reduction Period”):
	 
	 	 	 	(a) The Executive’s Base Salary shall be at an annualized rate of $302,400, and
shall be paid in cash in accordance with the Company’s regular payroll practices in
effect from time to time.
	 
	 	 	 	(b) (i) The Executive shall receive, on each of July 1, 2009, October 1, 2009,
January 4, 2010, and April 1, 2010 (each date, a “Grant Date”), shares of the
Company’s common stock equal in number to (A) 18,900, if the closing price per share
of the Company’s common stock on the applicable Grant Date, measured in U.S. dollars
(the “Applicable Share Price”), is equal to or less than one (1) U.S. Dollar; or (B)
$18,900.00 divided by the Applicable Share Price, if the Applicable Share Price is
greater than one (1) U.S. dollar. The resulting share total shall be rounded down
to the nearest whole share and any fractional amount shall be paid in
cash. These shares shall be granted pursuant to the Company’s 2009 Equity Incentive Plan.
	 
	 	 	 	     (ii) Notwithstanding (b)(i) above, with respect to any Grant Date, the Company
may in its discretion pay cash (in lieu of shares) equal to the actual fair market
value of any portion or all of the shares to which the Executive is entitled under
this Section 3.4(b).
	 
	 	 	 	     (iii) For the avoidance of doubt, the Company may withhold from amounts
otherwise payable under Section 3.4(a) during the quarter preceding each Grant Date
such amounts as the Company in its discretion determines may be required to be
withheld for tax purposes with respect to the delivery of shares (pursuant to this
Section 3.4(b)) on such Grant Date; provided, that if for any reason the Company’s
withholdings during the quarter preceding a Grant Date are insufficient to provide
for any required tax withholding with respect to shares or other amounts to be
delivered on such Grant Date, the Executive shall upon request from the Company and
prior to the delivery of such shares or other amounts promptly pay the Company, in
cash, any shortfall in such required withholding.
	 
	 	 	 	(c) Notwithstanding anything in this Agreement to the contrary, if the Executive’s
employment is terminated for any reason during the Salary Reduction Period, in
addition to the payment of Accrued Obligations pursuant to Section 5.3(a), the
Company shall deliver to the Executive (or, in the event of her death, the
Executive’s estate), an amount of shares of the Company’s common stock equal to (i)
the number of shares to which the Executive would have otherwise been entitled under
Section 3.4(b) on the first Grant Date following the Severance Date (as that term is
defined in Section 5.3) if the Executive’s employment had




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	 	 	 	not been terminated, multiplied by (ii) a fraction, the numerator of which is the
number of days prior to and including the Severance Date during the quarter in which
the Severance Date occurs and the denominator of which is the total number of days
in such quarter. The resulting share total shall be rounded down to the nearest
whole share and any fractional amount shall be paid in cash. Notwithstanding the
foregoing, the Company may in its discretion pay to the Executive the cash value of
the shares to which the Executive is otherwise entitled under this Section 3.4(c),
in lieu of such shares. The cash value of the shares shall be calculated based upon
the closing price per share of the Company’s common stock on the first Grant Date
following the Severance Date. Any shares or cash payable under this Section 3.4(c)
shall be paid on such first Grant Date following the date of termination.
	 
	 	 	 	(d) Notwithstanding any of the foregoing, if the Executive’s employment is
terminated during the Salary Reduction Period by the Company without Cause or by the
Executive for Good Reason (as such terms are defined in Section 5.5):
	 
	 	 	 	     (i) the Severance Benefits described in Section 5.3(b)(i) shall be paid to the
Executive in cash in its entirety, and
	 
	 	 	 	     (ii) for purposes of Section 5.3(b)(i), the Base Salary in effect on the
Severance Date shall equal the annualized base salary rate in effect immediately
prior to the Salary Reduction Period.






	4.	 	Benefits.






	 	4.1.	 	Retirement, Welfare and Fringe Benefits. During the Period of
Employment, the Executive shall be entitled to participate in all employee pension and
welfare benefit plans and programs, and fringe benefit plans and programs, made
available by the Company to the Company’s employees generally, in accordance with the
eligibility and participation provisions of such plans and as such plans or programs
may be in effect from time to time.
	 
	 	4.2.	 	Reimbursement of Business Expenses. The Executive is authorized to
incur reasonable expenses in carrying out the Executive’s duties for the Company under
this Agreement and reimbursement for all reasonable business expenses the Executive
incurs during the Period of Employment in connection with carrying out the Executive’s
duties for the Company, subject to the Company’s expense reimbursement policies in
effect from time to time. Any such payment or reimbursement of such expenses that
could constitute “nonqualified deferred compensation” subject to Section 409A of the
Code shall be subject to the requirements that: (i) the amount of expenses eligible for
payment or reimbursement during any calendar year may not affect the expenses eligible
for payment or reimbursement in any other calendar year, (ii) the payment or
reimbursement must be made if at all, not later than December 31 of the calendar year
following the calendar year in which the expense was incurred, and (iii) any right that
the Executive may have to reimbursement shall in no event be subject to




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	 	 	 	liquidation or exchange for any other benefit, all as more fully described in the
Company’s 409A Reimbursement Policy in effect from time to time.
	 
	 	4.3.	 	Vacation and Other Leave. During the Period of Employment, the
Executive shall be entitled to take vacation in accordance with the Company’s vacation
policies in effect from time to time. The Executive shall also be entitled to holidays
and other leave in accordance with the Company’s policies in effect from time to time.
For the avoidance of doubt, no accrual of any vacation, holiday or other leave pay
shall occur.
	 
	 	 	 	Notwithstanding the Company’s vacation policies and other paid time off policies (if
any) in effect from time to time, the Executive voluntarily agrees, in exchange for
receiving her base salary (rather than the lower base salary that would otherwise
have been paid to her) and shares of the Company’s stock pursuant to Section 3.4(b),
to finally relinquish any right to accrued vacation time and other leave pay as of
April 1, 2009.
	 
	 	4.4.	 	Relocation Costs. If at any time during the Period of Employment the
Executive relocates her permanent residence to the area in which the Company’s
principal offices are located, the Company shall pay or reimburse the Executive for her
reasonable, documented relocation expenses (including real estate commissions). To the
extent that any such payment or reimbursement is taxable to the Executive, the Company
shall pay the Executive a gross-up so the Executive has no after-tax costs with regard
to such payment or reimbursement. In no event, however, will the Company have any such
payment, reimbursement or other obligation to the Executive pursuant to this Section
4.4 (including, without limitation, as to any such gross-up payment) to the extent that
such payments, reimbursements, or other obligations to the Executive pursuant to this
Section 4.4 exceed One Hundred and Seventy Five Thousand Dollars ($175,000) in the
aggregate taking into account all such previous payments and reimbursements. Any such
payment, reimbursement or benefit, to the extent it could constitute “nonqualified
deferred compensation” subject to Section 409A of the Code, shall be subject to the
same requirements as those applicable to the reimbursement of expenses under the last
sentence of Section 4.2 above.






	5.	 	Termination.






	 	5.1.	 	Termination by the Company. The Executive’s employment by the Company,
and the Period of Employment, may be terminated by the Company: (i) at any time with
Cause (as defined in and subject to the provisions of Section 5.5), or (ii) with no
less than thirty (30) days advance notice to the Executive, without Cause, (iii) in the
event of the Executive’s death, or (iv) in the event that the Board determines in good
faith that the Executive has a Disability (as defined in Section 5.5).
	 
	 	5.2.	 	Termination by the Executive. The Executive’s employment by the
Company, and the Period of Employment, may be terminated by the Executive with no fewer




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	 	 	 	than thirty (30) days advance notice to the Company (and subject to the procedural
requirements set forth in Section 5.5(d), in the case of a termination for Good
Reason).
	 
	 	5.3.	 	Benefits Upon Termination. If the Executive’s employment by the
Company is terminated during the Period of Employment for any reason by the Company or
by the Executive, or upon or following the expiration of the Period of Employment (in
any case, the date that the Executive’s employment by the Company terminates is
referred to as the “Severance Date”), the Company shall have no further
obligation to make or provide to the Executive, and the Executive shall have no further
right to receive or obtain from the Company, any payments or benefits except as
follows:






	 	(a)	 	The Company shall pay the Executive (or, in the event of her
death, the Executive’s estate) any Accrued Obligations (as defined in Section
5.5);
	 
	 	(b)	 	If, during the Period of Employment, the Executive’s employment
is terminated by the Company without Cause or by the Executive for Good Reason
(as such terms are defined in Section 5.5), the Company shall, subject to the
following provisions of this Section 5.3 and the provisions of Section 5.4, pay
(in addition to the Accrued Obligations) the Executive the following severance
benefits (the “Severance Benefits”):






	 	(i)	 	The Company shall pay the Executive, subject to
Section 21, an amount, subject to tax withholding and other authorized
deductions, equal to the sum of:






	 	(x)	 	one times the Executive’s
Base Salary at the annual rate in effect on the Severance
Date, plus
	 
	 	(y)	 	a pro-rated amount of the
Executive’s Incentive Bonus for the year in which such
Severance Date occurs. For purposes of determining the
pro-rated amount of the Incentive Bonus to be paid pursuant to
this clause (y), the applicable performance objectives for the
year in which the Severance Date occurs shall be pro-rated to
reflect the portion of the year completed prior to the
Severance Date and the Board shall in good faith determine the
amount of the Incentive Bonus that would be paid if the
applicable measurement criteria were such short-year
objectives (by comparing actual performance for such short
year against such pro-rated objectives). A pro-rated amount of
such Incentive Bonus amount shall then be paid pursuant to
this clause (y). (For purposes of illustration, if the
Severance Date occurs half-way through the related fiscal year
of the Company, and the Executive’s target Incentive Bonus for
such fiscal year was 75% of her Base Salary for that year,




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	 	 	 	and the Board determines that the related performance
objectives (as pro-rated) were satisfied at target for such
short year based on actual performance for the first half of
that year, 37.5% of the target bonus amount (50% of 75%)
would be paid.)






	 	 	 	However, in the event that the Executive’s Severance Date occurs
upon or after the occurrence of both of the following events: (1)
the occurrence of a Change in Control Event (as defined below) of
the Company and (2) the Bankruptcy Effective Date (as such term is
defined below), and the Executive is entitled to benefits pursuant
to this Section 5.3(b), then the amount paid pursuant to clause
(i)(x) above shall equal one and one-half (1.5) times the
Executive’s Base Salary at the annual rate in effect on the
Severance Date (as opposed to, and not in addition to, the amount
otherwise provided in clause (i)(x)). For purposes of this
Agreement, “Bankruptcy Effective Date” means the effective date of
the Company’s plan of reorganization as approved by the Bankruptcy
Court in the Bankruptcy Case proceedings.
	 
	 	 	 	In the event that the Executive’s Severance Date occurs upon or
after the occurrence of all of the following events: (1) the
occurrence of a Change in Control Event of the Company, (2) the
Bankruptcy Effective Date, and (3) the first anniversary of the
Effective Date, and the Executive is entitled to benefits pursuant
to this Section 5.3(b), then the amount otherwise payable pursuant
to this clause (i) (as determined pursuant to the preceding
paragraphs of this clause (i)) shall be increased by one and
one-half (1.5) times the Executive’s target Incentive Bonus for the
year in which such Severance Date occurs.
	 
	 	 	 	Subject to Section 21, the severance benefit determined pursuant to
this clause (i) shall be paid by the Company in a single lump sum
not later than thirty (30) days after the Executive’s Severance
Date (or, if the terms of the release referred to in Section 5.4(a)
are communicated to the Executive after the Severance Date, not
later than thirty (30) days after the communication of such terms
to the Executive); provided, that the payment of the severance
benefits described in this Section 5.3(b) shall be conditioned on
the Executive’s giving (and not having revoked) the release
referred to in Section 5.4(a); and further provided, that in no
event shall the severance benefit described in this Section
5.3(b)(i) be paid, if at all, later than by the later of (i) the
fifteenth day of the third month following the close of the
calendar year in which the Executive’s separation from service
occurs, or (ii) the fifteenth day of the third month




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	 	 	 	following the close of the Company’s taxable year in which the
Executive’s separation from service occurs.
	 
	 	(ii)	 	The Company will pay or reimburse the Executive
for her premiums charged to continue medical coverage pursuant to the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at
the same or reasonably equivalent medical coverage for the Executive
(and, if applicable, the Executive’s eligible dependents) as in effect
immediately prior to the Severance Date, to the extent that Executive
elects such continued coverage; provided that the Company’s obligation
to make any payment or reimbursement pursuant to this clause (ii) shall
cease upon the first to occur of (a) the first anniversary of the
Severance Date; (b) the Executive’s death; (c) the date the Executive
becomes eligible for coverage under the health plan of a future
employer; or (d) the date the Company or its affiliates ceases to offer
any group medical coverage to its active executive employees or the
Company is otherwise under no obligation to offer COBRA continuation
coverage to the Executive.
	 
	 	(iii)	 	The stock options granted to the Executive
pursuant to Section 3.3 and any additional stock options or equity or
equity-related compensation or grants that vest based on the passage of
time and continued performance of services (to the extent outstanding
and not otherwise vested as of the Severance Date, and exclusive of any
grants that include performance-based vesting criteria) shall become
fully vested immediately prior to such termination. Except as provided
in this Section 5.3(b)(iii), the effect of a termination of the
Executive’s employment on the Executive’s stock options (including any
limited period to exercise such options) shall be determined under the
terms of the award agreement evidencing such option.
	 
	 	(iv)	 	Company shall reimburse Executive for amounts,
not in excess of Fifty Thousand Dollars ($50,000.00) in the aggregate
taking into account all such expenses previously reimbursed, expended
by Executive for executive outplacement services from a provider of her
choice. Such submitted expenses shall be reimbursed by the Company
within thirty (30) days after submission by the Executive of such
expenses for reimbursement; provided, that no such reimbursement shall
be paid later than December 31 of the second calendar year following
the Severance Date.






	 	 	 	Notwithstanding the foregoing provisions of this Section 5.3, if the Executive
materially breaches any of her obligations under the Confidentiality Agreement or
under the Non-Competition Agreement (as defined in Section 6) at any time, from and
after the date of such breach, the Executive will no longer be entitled to, and




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	 	 	 	the Company will no longer be obligated to pay, any remaining unpaid portion of the
Severance Benefits (and, without limiting the generality of the foregoing, any
reimbursement obligation pursuant to clause (iii) or (iv) above shall terminate).
	 
	 	 	 	The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s
receipt of benefits otherwise due terminated employees under group insurance
coverage consistent with the terms of the applicable Company welfare benefit plan;
(ii) the Executive’s rights under COBRA to continue participation in medical,
dental, hospitalization and life insurance coverage; or (iii) the Executive’s
receipt of benefits otherwise due in accordance with the terms of the Company’s
401(k) plan (if any).
	 
	 	5.4.	 	Release; Exclusive Remedy.






	 	(a)	 	This Section 5.4 shall apply notwithstanding anything else
contained in this Agreement, the Option Agreement or any other stock option,
restricted stock or other equity-based award agreement to the contrary. As a
condition precedent to any Company obligation to the Executive pursuant to
Section 5.3(b) or any obligation to accelerate vesting of any equity-based
award in connection with the termination of the Executive’s employment, the
Executive shall, upon or promptly following her last day of employment with the
Company, provide the Company with a valid, executed general release agreement
in a form acceptable to the Company, and such release agreement shall have not
been revoked by the Executive pursuant to any revocation rights afforded by
applicable law. Such release shall be in substantially the form attached hereto
as Exhibit E (together with any changes thereto as the Company may determine
necessary or appropriate to render the release enforceable to the fullest
extent possible, any such change to be communicated to the Executive within ten
(10) days of the last day of the Executive’s employment). The Company shall
have no obligation to make any payment to the Executive pursuant to Section
5.3(b) (or otherwise accelerate the vesting of any equity-based award in the
circumstances as otherwise contemplated by the applicable award agreement)
unless and until the release agreement contemplated by this Section 5.4 becomes
irrevocable by the Executive in accordance with all applicable laws, rules and
regulations.
	 
	 	(b)	 	The Company and the Executive acknowledge and agree that there
is no duty of the Executive to mitigate damages under this Agreement. All
amounts paid to the Executive pursuant to Section 5.3 shall be paid without
regard to whether the Executive has taken or takes actions to mitigate damages.
	 
	 	(c)	 	In the event of any termination of the Executive’s employment
with the Company (regardless of the reason for such termination), Executive
irrevocably resigns from the Board effective as of the time of such
termination.




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	 	5.5.	 	Certain Defined Terms.






	 	(a)	 	As used herein, “Accrued Obligations” means:






	 	(i)	 	any Base Salary that had accrued but had not
been paid on or before the Severance Date; and
	 
	 	(ii)	 	any Incentive Bonus payable pursuant to Section
3.2 with respect to any fiscal year that ends during the Period of
Employment preceding the fiscal year in which the Severance Date occurs
to the extent earned by but not previously paid to the Executive; and
	 
	 	(iii)	 	any reimbursement due to the Executive
pursuant to Section 4.2 or Section 4.4 for expenses incurred by the
Executive on or before the Severance Date.






	 	 	 	Any payment of Accrued Obligations payable hereunder shall be made promptly
and in all events within sixty (60) days of the Executive’s separation from
service, subject, in the case of reimbursements, to the Executive’s delivery
to the Company of such documentation as the Company may reasonably require
in accordance with its normal reimbursement policies that the expenses were
incurred and are reimbursable.
	 
	 	(b)	 	As used herein, “Cause” shall mean, as reasonably
determined by the Board (excluding the Executive, if she is then a member of
the Board), (i) any act of willful personal dishonesty taken by the Executive
in connection with her responsibilities as an employee of the Company which is
intended to result in substantial personal enrichment of the Executive, (ii)
the Executive’s conviction of, indictment for, or pleading guilty or nolo
contendere to, or entering a similar plea to, a misdemeanor involving moral
turpitude or a felony, (iii) fraud or willful and material misconduct by
Executive, (iv) a willful violation by the Executive of the Executive’s
material obligations to the Company (including, without limitation, any willful
refusal of the Executive to perform her duties for the Company) or other
material breach by the Executive of this Agreement, (v) the Executive is found
liable in any Securities and Exchange Commission or other civil or criminal
securities law action, or (vi) a material breach by the Executive of the
Confidentiality Agreement or of the Non-Competition Agreement. No act or
failure to act by Executive shall be considered “willful” if such act is or was
done (or is or was omitted to be done) in the good faith belief that it is or
was in the best interests of the Company. Prior to any purported termination
for Cause, the Company shall send a written notice of termination to the
Executive indicating the specific provision in this Agreement on which such a
claim of Cause would be based, and setting forth in reasonable detail the facts
and circumstances on which such a claim would be based. In the event of




-12-









 






	 	 	 	any claim of Cause based on clause (iii) or (iv) of the foregoing definition
of “Cause”, the Executive shall be given an opportunity (of not more than 30
days) to promptly cure such conduct (or lack thereof); provided, however,
that the Company need not give the Executive the opportunity to cure conduct
(or lack thereof) that is substantially similar to past conduct (or lack
thereof) for which such a notice was provided within the preceding 18-month
period. Further, before any actual termination of the Executive’s employment
for Cause, the Executive shall be given an opportunity to be heard by the
Board as to the circumstances purporting to constitute Cause and any
determination to terminate the Executive’s employment for Cause shall be by
a vote of not less than two-thirds of the entire Board (exclusive of the
Executive if she is then a director).
	 
	 	(c)	 	As used herein, “Disability” shall mean a physical or
mental impairment which, as reasonably determined by the Board, renders the
Executive unable to perform the essential functions of her employment with the
Company, even with reasonable accommodation that does not impose an undue
hardship on the Company, for more than 180 days in any 12-month period, unless
a longer period is required by federal or state law, in which case that longer
period would apply.
	 
	 	(d)	 	As used herein, “Good Reason” shall mean the occurrence
of any of the following: (i) without the Executive’s express written consent, a
material reduction or material adverse change in the nature or scope of the
Executive’s duties, authorities, titles, position or responsibilities relative
to the Executive’s duties, authorities, titles, position or responsibilities in
effect immediately prior to such reduction, or the removal of the Executive
from such duties, authorities, titles, position or responsibilities (in no
event, however, shall the Company ceasing to be a publicly-traded corporation,
in and of itself, constitute Good Reason pursuant to this clause (i)); (ii) a
material failure of the Company to provide Executive with the Base Salary and
benefits in accordance with the terms of Sections 3 and 4 hereof; (iii) the
relocation of the principal executive offices of the Company to a location that
is more than 50 miles outside of West Bridgewater, MA; (iv) failure of the
Company to obtain the agreement from any successor to the Company to assume and
agree to perform this Agreement as required by Section 8; or (v) any other
material breach of this Agreement by the Company; provided that Good Reason
shall not exist unless (A) the Executive gives notice to the Company within
ninety (90) days of the initial occurrence of the event or condition
constituting Good Reason, setting forth in reasonable detail the nature of such
Good Reason, (B) the Company fails to cure within thirty (30) days following
such notice; and (C) Executive terminates his employment within thirty (30)
days following the end of the 30-day cure period (if the Company fails to
cure); further provided that the termination of the Executive’s employment
shall occur within two (2) years of the initial existence of one




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	 	 	 	or more conditions giving rise to such claim of Good Reason without the
consent of the Executive.
	 
	 	(e)	 	For purposes of this Agreement, including all associated
agreements and instruments, “Change in Control Event” means any of the
following:






	 	(i)	 	The dissolution or liquidation of the Company,
other than in the context of a transaction that does not constitute a
Change in Control Event under clause (ii) below.
	 
	 	(ii)	 	Consummation of a merger, consolidation, or
other reorganization, with or into, or the sale of all or substantially
all of the Company’s business and/or assets as an entirety to, one or
more entities that are not Subsidiaries (a “Business
Combination”), unless (A) as a result of the Business Combination
at least 50% of the outstanding securities voting generally in the
election of directors of the surviving or resulting entity or a parent
thereof (the “Successor Entity”) immediately after the
reorganization are, or will be, owned, directly or indirectly, in
substantially the same proportions, by shareholders of the Company
immediately before the Business Combination; and (B) no person (as
defined in clause (iii) below, but excluding the Successor Entity or an
Excluded Person) beneficially owns, directly or indirectly, more than
50% of the outstanding shares of the combined voting power of the
outstanding voting securities of the Successor Entity, after giving
effect to the Business Combination, except to the extent that such
ownership existed prior to the Business Combination; and (C) at least
50% of the members of the board of directors of the entity resulting
from the Business Combination were members of the Board at the time of
the execution of the initial agreement or of the action of the Board
approving the Business Combination.
	 
	 	(iii)	 	Any “person” (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”)) other than an Excluded Person becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing more
than 50% of the combined voting power of the Company’s then outstanding
securities entitled to then vote generally in the election of directors
of the Company, other than as a result of (A) an acquisition directly
from the Company, (B) an acquisition by the Company, (C) an acquisition
by any employee benefit plan (or related trust) sponsored or maintained
by the Company or a Successor Entity, or an acquisition by any entity
pursuant to a transaction which is expressly excluded under clause (ii)
above.




-14-









 






	 	(iv)	 	During any period not longer than two
consecutive years, individuals who at the beginning of such period
constituted the Board cease to constitute at least a majority thereof,
unless the election, or the nomination for election by the Company’s
shareholders, of each new Board member was approved by a vote of at
least two-thirds of the Board members then still in office who were
Board members at the beginning of such period (including for these
purposes, new members whose election or nomination was so approved),
but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or
on behalf of a person other than the Board.






	 	(f)	 	As used herein, “Subsidiary” means any corporation or
other entity a majority of whose outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Corporation.
	 
	 	(g)	 	As used herein, “Excluded Person” means (1) any person
described in and satisfying the conditions of Rule 13d-1(b)(1) under the
Exchange Act, (2) the Company, or (3) an employee benefit plan (or related
trust) sponsored or maintained by the Company or the Successor Entity.”
	 
	 	(h)	 	For purposes of this Agreement, references to termination of
employment, retirement, separation from service and similar or correlative
terms mean a “separation from service” (as defined at Section 1.409A-1(h) of
the Treasury Regulations) from the Company and from all other corporations and
trades or businesses, if any, that would be treated as a single “service
recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury
Regulations.
	 
	 	(i)	 	It is intended that the severance benefits described in this
Agreement qualify for an exemption from the requirements of Section 409A of the
Code, and the provisions of the Agreement shall be construed and administered
accordingly. If the Company nevertheless reasonably determines that,
notwithstanding such intent, any amount payable hereunder by reason of the
Executive’s separation from service is subject to the requirements of Section
409A and that at the relevant date Executive is or was a “specified employee”
as hereinafter defined, any portion of such amount that would otherwise have
been payable within six (6) months following such separation from service shall
instead be accumulated and paid six (6) months following such separation from
service. For purposes of the preceding sentence, “specified employee” means an
individual who is determined by the Company to be a specified employee as
defined in subsection (a)(2)(B)(i) of Section 409A of the Code.










-15-









 












	 	5.6.	 	Notice of Termination. Any termination of the Executive’s employment
under this Agreement shall be communicated by written notice of termination from the
terminating party to the other party. The notice of termination shall indicate the
specific provision(s) of this Agreement relied upon in effecting the termination.
	 
	 	5.7.	 	Section 280G. Notwithstanding any other provision herein, the
Executive shall be covered by the provisions set forth in Exhibit D hereto,
incorporated herein by this reference.






	6.	 	Confidential and Proprietary Information; Non-Solicitation. Concurrently with
entering into this Agreement, the Executive will execute and deliver to the Company the
Confidentiality Agreement. Concurrently with entering into this Agreement, the Executive will
also execute and deliver to the Company the Non-Competition Agreement attached hereto as
Exhibit B (the “Non-Competition Agreement”).
	 
	7.	 	Withholding Taxes. Notwithstanding anything else herein to the contrary, the Company
may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise
due or payable under or pursuant to this Agreement such federal, state and local income,
employment, or other taxes as may be required to be withheld pursuant to any applicable law or
regulation.
	 
	8.	 	Assignment. This Agreement is personal in its nature and neither of the parties
hereto shall, without the consent of the other, assign or transfer this Agreement or any
rights or obligations hereunder; provided, however, that the Company will
require any successor (whether direct or indirect) by purchase, merger, consolidation, or
transfer or sale of all or substantially all of its businesses or assets of the Company with
or to any other individual(s) or entity, or otherwise, to assume, discharge and perform all of
the promises, covenants, duties, and obligations of the Company hereunder.
	 
	 	 	This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal
or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive shall die while any amount would still be payable to
the Executive hereunder (other than amounts which, by their terms, terminate upon the death
of the Executive), all such amounts, unless otherwise provided herein, shall be paid on the
Executive’s behalf to the Executive’s executors, personal representatives or administrators
of the Executive’s estate.
	 
	9.	 	Number and Gender. Where the context requires, the singular shall include the
plural, the plural shall include the singular, and any gender shall include all other genders.
	 
	10.	 	Section Headings. The section headings of, and titles of paragraphs and
subparagraphs contained in, this Agreement are for the purpose of convenience only, and they
neither form a part of this Agreement nor are they to be used in the construction or
interpretation thereof.
	 
	11.	 	Governing Law. This Agreement, and all questions relating to its validity,
interpretation, performance and enforcement, as well as the legal relations hereby created
between the parties hereto, shall be governed by and construed under, and interpreted and




-16-









 






	 	 	enforced in accordance with, the laws of the State of Massachusetts, notwithstanding any
Massachusetts or other conflict of law provision to the contrary.
	 
	12.	 	Severability. If any provision of this Agreement or the application thereof is held
invalid, the invalidity shall not affect other provisions or applications of this Agreement
which can be given effect without the invalid provisions or applications and to this end the
provisions of this Agreement are declared to be severable.
	 
	13.	 	Entire Agreement. This Agreement, together with the Confidentiality Agreement, the
Non-Competition Agreement and the Option Agreement, embodies the entire agreement of the
parties hereto respecting the matters within its scope. Except as expressly set forth herein,
this Agreement supersedes all prior and contemporaneous agreements of the parties hereto that
directly or indirectly bears upon the subject matter hereof. Except as expressly set forth
herein, any prior negotiations, correspondence, agreements, proposals or understandings
relating to the subject matter hereof shall be deemed to have been merged into this Agreement,
and to the extent inconsistent herewith, such negotiations, correspondence, agreements,
proposals, or understandings shall be deemed to be of no force or effect. There are no
representations, warranties, or agreements, whether express or implied, or oral or written,
with respect to the subject matter hereof, except as expressly set forth herein.
	 
	 	 	This Agreement shall not supersede the Modification of Award agreed to in the letter agreement
between the Executive and the Company dated October 30, 2009, which agreement remains in full force
and effect in accordance with its terms.
	 
	14.	 	Modifications. This Agreement may not be amended, modified or changed (in whole or
in part), except by a formal, definitive written agreement expressly referring to this
Agreement, which agreement is executed by both of the parties hereto.
	 
	15.	 	Waiver. Neither the failure nor any delay on the part of a party to exercise any
right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any right, remedy, power or privilege, nor shall
any waiver of any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with respect to any other
occurrence. No waiver shall be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.
	 
	16.	 	Arbitration. Any controversy arising out of or relating to the Executive’s
employment or membership on the Board (whether or not before or after expiration of the Period
of Employment), any termination of the Executive’s employment or membership on the Board, this
Agreement, the Confidentiality Agreement, the Non-Competition Agreement, the Option Agreement,
the enforcement or interpretation of any of such agreements, or because of an alleged breach,
default, or misrepresentation in connection with any of the provisions of any such agreement,
including (without limitation) any state or federal statutory claims, shall be submitted to
arbitration in Boston, Massachusetts before a sole arbitrator mutually agreed upon by the
Executive and the Company. In the event the




-17-









 






	 	 	parties can not mutually agree upon such an arbitrator, the dispute shall be heard by a
panel of three arbitrators, one appointed by the Company, one appointed by the Executive,
and the third heard by the other two arbitrators. Notwithstanding the foregoing, provisional
injunctive relief may, but need not, be sought in a court of law while arbitration
proceedings are pending, and any provisional injunctive relief granted by such court shall
remain effective until the matter is finally determined by the arbitrator (or arbitrators).
The arbitration shall be administered by American Arbitration Association pursuant to its
Employment Arbitration Rules and Mediation Procedures. Judgment on the award may be entered
in any court having jurisdiction.






	 	 	The parties acknowledge and agree that they are hereby waiving any rights to trial by jury
in any action, proceeding or counterclaim brought by either of the parties against the other
in connection with any matter whatsoever arising out of or in any way connected with any of
the matters referenced in the first sentence of the first paragraph of this Section 16.
	 
	 	 	To the extent permitted by law, the prevailing party (if a prevailing party is determined to
exist by the arbitrator or arbitrators) in any proceeding or action under this Section 16
shall be entitled, in addition to any other damages or relief awarded, to an award of
reasonable legal and accounting fees, expenses and other out-of-pocket costs incurred by
such party (including any costs and fees incurred by and payable to the arbitrator (or
arbitrators) and any costs incurred in enforcing any such award), not to exceed such fees
incurred by the non-prevailing party regardless of whether such proceeding or action
proceeds to final judgment; provided, however, that the Company shall not be deemed a
“prevailing party” for this purpose unless the arbitrator (or arbitrators) determines that
the Executive did not have a reasonable good faith belief that she would prevail as to at
least one material issue presented to the arbitrator (or arbitrators).
	 
	 	 	Without limiting the remedies available to the parties and notwithstanding the foregoing
provisions of this Section 16, the Executive and the Company acknowledge that any breach of
any of the covenants or provisions contained in the Confidentiality Agreement or in the
Non-Competition Agreement could result in irreparable injury to either of the parties hereto
for which there might be no adequate remedy at law, and that, in the event of such a breach
or threat thereof, the non-breaching party shall be entitled to obtain a temporary
restraining order and/or a preliminary injunction and a permanent injunction restraining the
other party hereto from engaging in any activities prohibited by any covenant or provision
in the Confidentiality Agreement or the Non-Competition Agreement, as applicable, or such
other equitable relief as may be required to enforce specifically any of such covenants or
provisions.
	 
	17.	 	Insurance. The Company shall have the right at its own cost and expense to apply for
and to secure in its own name, or otherwise, life, health or accident insurance or any or all
of them covering the Executive, and the Executive agrees to submit to any usual and customary
medical examination and otherwise cooperate with the Company in connection with the
procurement of any such insurance and any claims thereunder.
	 
	18.	 	Notices.




-18-









 






	 	 	All notices, requests, demands and other communications required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given and made if (i)
delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by
registered or certified mail, postage prepaid, return receipt requested. Any notice shall be
duly addressed to the parties as follows:






if to the Company:




SeraCare Life Sciences, Inc.

37 Birch Street

Milford, MA 01757

Attn: Board of Directors




if to the Executive, to the address most recently on file in the payroll records of
the Company.




	 	 	Any party may alter the address to which communications or copies are to be sent by giving
notice of such change of address in conformity with the provisions of this Section 18 for
the giving of notice. Any communication shall be effective when delivered by hand, when
otherwise delivered against receipt therefor, or five (5) business days after being mailed
in accordance with the foregoing.
	 
	19.	 	Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original as against any party whose signature appears thereon, and
all of which together shall constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts hereof, individually or taken together, shall
bear the signatures of all of the parties reflected hereon as the signatories. Photographic
copies of such signed counterparts may be used in lieu of the originals for any purpose.
	 
	20.	 	Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding
contract and acknowledges and agrees that they have had the opportunity to consult with legal
counsel of their choice. Each party has cooperated in the drafting, negotiation and
preparation of this Agreement. Hence, in any construction to be made of this Agreement, the
same shall not be construed against either party on the basis of that party being the drafter
of such language. The Executive agrees and acknowledges that she has read and understands this
Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel
prior to entering into this Agreement and has had ample opportunity to do so.
	 
	 	 	The Company agrees to reimburse the Executive for all expenses and costs (including fees for
legal counsel), incurred by her relating to advice, drafting, negotiation, and preparation
of this Agreement and any related agreements, up to a maximum of Ten Thousand Dollars
($10,000.00) in the aggregate.
	 
	21.	 	Code Section 409A.




-19-









 






	 	 	The payments and benefits described in this Agreement are intended to comply with the
requirement of, or with the requirements for exemption from, Section 409A of the Code, and
this Agreement shall be construed and administered accordingly.
	 
	22.	 	Indemnification, Liability Insurance. The Company agrees to indemnify the Executive
and hold the Executive harmless to the fullest extent permitted by applicable law and under
the bylaws of the Company against and in respect to any and all actions, suits, proceedings,
claims, demands, judgments, costs, expenses (including reasonable attorneys’ fees), losses,
and damages resulting from the Executive’s good-faith performance of the Executive’s duties
and obligations to the Company. The Company shall cover the Executive under directors and
officers liability insurance both during and, while potential liability exists (but in any
case not for more than six years), after the term of this Agreement in substantially the same
amount and on substantially the same terms as the Company covers its other active officers and
directors.





[The remainder of this page has intentionally been left blank.]




-20-









 






     IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement, as amended and
restated, as of the Effective Date.



	 	 	 	 	 
	 	“COMPANY”


SeraCare Life Sciences, Inc.,

a Delaware corporation

 	 
	 	By:  	/s/
Eugene I. Davis	 
	 	Name:  Eugene I. Davis	 
	 	Title:    Chairman	 
	 



	 	 	 	 	 
	 	“EXECUTIVE”

 	 
	 	/s/ Susan Vogt
 	 
	 	Susan Vogt 	 
	 	 	 
	 




 









 








EXHIBIT A




SERACARE LIFE SCIENCES, INC.

CONFIDENTIALITY AGREEMENT




[Attached]





 









 













375 West Street • Tel. (508) 580-1900

West Bridgewater, MA 02379 • Fax. (508) 584-2384

www.seracare.com




Susan Vogt





			
	Re:	 	Confidentiality Agreement (“Agreement”)





Dear Susan:




          In the course of your work for SeraCare Life Sciences, Inc. or any of its affiliates
(collectively, “SeraCare Life Sciences, Inc.”), you may have access to SeraCare Life Sciences, Inc.
confidential and proprietary information and/or you may create Developments (defined below). As a
condition to SeraCare Life Sciences, Inc. hiring and employing you (and for other legally
sufficient consideration, the receipt and adequacy of which you acknowledge), you and SeraCare Life
Sciences, Inc. agree as follows:



I. Definitions. The following terms are defined for purposes of this Agreement:




          A. “Confidential Information” means any and all information that has or could have value or
utility to SeraCare Life Sciences, Inc., whether or not reduced to written or other tangible form
and all copies thereof, relating to SeraCare Life Sciences, Inc. private or proprietary matters,
confidential matters or trade secrets. Confidential Information includes, but is not limited to,
the following:





	 	•	 	technical information (whether or not subject to patent registration or protection),
such as research and development, methods, trade secrets, data and know-how, formulas,
compositions, testing protocols or test results, whether written or oral and whether
technical or non-technical, as well as product sample. Processes and techniques or
manufacturing information, business plans or projections, customer lists, agreements,
discoveries, machines, inventions, ideas, computer programs (including software and data
used in all such programs), drawings, specifications;
	 
	 	•	 	except to the extent publicly disclosed by SeraCare Life Sciences, Inc. without any
fault by you or any other person or entity, information relating to SeraCare Life Sciences,
Inc. patents, patent applications, and patent disclosures, together with all reissuances,
continuations, continuations-in-part, revisions, extensions, and reexaminations thereof,
and all improvements and inventions related thereto;
	 
	 	•	 	business information, such as information concerning any products, customers, suppliers,
production, developments, costs, purchasing, pricing, profits, markets, sales, accounts,
customers, financing, acquisitions, strategic alliances or collaborations, expansions; and




A-1









 






	 	•	 	other information relating to SeraCare Life Sciences, Inc. business practices,
strategies or policies.





          B. “Competitive Business” means engaging in the research, development, sale, lease, marketing,
financing or distribution of technology, products or services similar to or competitive with
SeraCare Life Sciences, Inc. actual or proposed products or services anywhere in the world.




          C. “Development” means any invention, discovery, improvement, know-how, method, technique,
work, copyrightable work or other intellectual property (whether or not patentable or subject to
registration with any governmental office) you conceive, reduce to practice, discover or make,
alone or with others, that either (i) is directly related to the business or demonstrably
anticipated business of SeraCare Life Sciences, Inc. (ii) includes, or is a product or extension
of, any Confidential Information, or (iii) results from duties assigned to you by SeraCare Life
Sciences, Inc. or from the use of any of SeraCare Life Sciences, Inc. assets or facilities.




          D. “Restricted Period” means a period (i) starting when you begin working for SeraCare Life
Sciences, Inc. and (ii) ending on the earlier of (A) twelve (12) months after termination of your
employment (regardless of the reason for termination), or (B) if you work less than a total of 12
months, that number of months after termination of your employment which equals the total number of
months you worked for SeraCare Life Sciences, Inc. (for example, if you work for SeraCare Life
Sciences, Inc. for a total of six months, the Restricted Period will end six months after your
employment terminates), or (C) the longest period (if any) permitted by applicable law after
termination of your employment which is less than 12 months.




II. Confidential Information.




          During your employment by SeraCare Life Sciences, Inc. and at all times thereafter, you will
hold in trust, keep confidential and not disclose, directly or indirectly, to any third parties or
make any use of Confidential Information for any purpose except for the benefit of SeraCare Life
Sciences, Inc. in the performance of your employment duties. Confidential Information will not be
subject to these restrictions if it becomes generally known to the public or in the industry
without any fault by you or any other person or entity, or if SeraCare Life Sciences, Inc. ceases
to have a legally protectable interest in it. If you are required by valid subpoena or similar
legal requirement to disclose Confidential Information, you will promptly notify SeraCare Life
Sciences, Inc. in writing and cooperate with SeraCare Life Sciences, Inc. efforts to obtain a
protective order or similar relief, and you will only disclose the minimum amount of Confidential
Information necessary. Upon termination of your employment (regardless of the reason for
termination), you will immediately return to SeraCare Life Sciences, Inc. all tangible Confidential
Information and any other material made or derived from Confidential Information, including
information stored in electronic format and handwritten notes, which is in your possession or which
you delivered to others.



III. Developments. You agree to promptly and fully disclose in writing to SeraCare Life
Sciences, Inc.’s President (or, if you are then the President, the General Counsel, or in the
absence of a General Counsel, the Chief Financial Officer, in either case with a copy to the
Chairman of the Board of Directors of SeraCare Life Science, Inc.) any Development that you


A-2









 






make during the Restricted Period when created or developed. You hereby assign and transfer to
SeraCare Life Sciences, Inc. all of your right, title and interest in and to any Developments that
you make during your employment, including all patents, patent applications and related patent
rights. You agree to sign and deliver to SeraCare Life Sciences, Inc. (during and after employment)
other documents SeraCare Life Sciences, Inc. considers necessary or desirable to evidence its
ownership of Developments that you make during your employment. All copyrightable works that are
Developments that you make during your employment, whether or not works made for hire (as defined
in 17 U.S.C. §141), shall be owned by SeraCare Life Sciences, Inc. and it may file and own the same
as the author throughout the world. If SeraCare Life Sciences, Inc. is unable for any reason to
secure your signature on any document necessary or desirable to apply for, prosecute, obtain, or
enforce any patent, trademark, service mark, copyright, or other right or protection relating to
any Development that you make during your employment, you hereby irrevocably designate and appoint
SeraCare Life Sciences, Inc. and each of its duly authorized officers and agents, as your agent and
attorney-in-fact to act for and in your behalf and stead to execute and file any such document and
to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of
patents, trademarks, service marks, copyrights, or other rights or protections with the same force
and effect as if personally executed and delivered by you. You agree that this power of attorney is
irrevocable and is coupled with an interest and thereby survives your death or disability. It shall
be presumed that any Development that you register, file, make an application for, or otherwise
claim with any governmental agency during the Restricted Period was made by you during your
employment.



IV. California Goggin Act. You acknowledge that you have read the California Goggin Act
attached hereto and understand that under its provisions you may retain ownership of inventions
that you may make entirely on your own time and in a manner not described in Section II above. You
agree, however, to disclose to SeraCare Life Sciences, Inc. all inventions that you conceive during
your employment, including any invention which you desire to retain as your own property, so that
SeraCare Life Sciences, Inc. may determine if such invention qualifies under the law for retention
as your property. SeraCare Life Sciences, Inc. will treat any such disclosed information as
confidential unless such information (1) was previously known to SeraCare Life Sciences, Inc., (2)
is disclosed in patents or other publications, (3) has been imparted to SeraCare Life Sciences,
Inc. by third parties, or (4) is well known to the trade to which it relates. You understand that
this Section applies even if you work outside of California.



V. Non-Solicitation. You acknowledge that you may have access to a significant amount of
highly sensitive and valuable Confidential Information, you may be involved in formulating SeraCare
Life Sciences, Inc. business strategies or in its research and development activities, and you may
be involved in important aspects of relationships with employees, consultants, suppliers, customers
and others and you will be expected to promote SeraCare Life Sciences, Inc. business and goodwill.
You also acknowledge that SeraCare Life Sciences, Inc. business is international in scope and that
SeraCare Life Sciences, Inc. employees and customers in any location can be solicited and serviced
from any other location in the world. You therefore agree that during the Restricted Period, you
will not, directly or indirectly through any other person or entity:




A-3









 









	 	•	 	solicit any other person or entity who is a customer of SeraCare Life Sciences, Inc. and
whose name, identity, or business habits are trade secrets to engage in any Competitive
Business or to curtail or cease any business or business relationship with SeraCare Life
Sciences, Inc. or its employees or independent contractors;
	 
	 	•	 	solicit any other employee or independent contractor to terminate any employment or
engagement with SeraCare Life Sciences, Inc. and engage in a Competitive Business; or
	 
	 	•	 	disparage SeraCare Life Sciences, Inc., its employees, independent contractors or their
services or products.




VI. No Conflicts. You represent and warrant to, and agree with SeraCare Life Sciences,
Inc. that:




          A. You have set forth in a separate list attached to this Agreement as Schedule A-1 an
accurate and complete list of all confidential, proprietary or trade secret information (including
invention disclosures and patent applications), including a brief description thereof (without
revealing any confidential or proprietary information of any other party), which you made or
conceived prior to your employment with SeraCare Life Sciences, Inc. and for which you claim
ownership or which is in the physical possession of a former employer or other person or entity and
which are therefore excluded from the scope of this Agreement. If there are no such exclusions, you
have so indicated by writing “none.”




          B. Neither you nor any third party has any ownership or other interest in any idea, invention
or other item of intellectual property that will be used in performing your duties for SeraCare
Life Sciences, Inc. and all Developments made during your employment will be free and clear of any
encumbrances or claims of third parties. In performing your duties for SeraCare Life Sciences, Inc.
you will not disclose to SeraCare Life Sciences, Inc. or use any confidential or proprietary
information or trade secret of any third party, and you will not interfere with the business of any
third party in any way contrary to applicable law.



VII. No Employment Rights. Nothing in this Agreement shall affect your or SeraCare Life
Sciences, Inc. right to terminate your employment or SeraCare Life Sciences, Inc. right modify the
terms of your employment, nor will this Agreement confer on you any other rights or benefits in
connection with your employment.




VIII. Remedies and Conflict Resolution.




          A. The parties to this Agreement agree that (i) if you materially breach this Agreement, the
damage to SeraCare Life Sciences, Inc. may be substantial, although difficult to ascertain, and
money damages will not afford SeraCare Life Sciences, Inc. an adequate remedy, and (ii) if you are
in breach of any provision of this Agreement, or threaten a breach of this Agreement, SeraCare Life
Sciences, Inc. shall be entitled, in addition to all other rights and remedies as may be provided
by law, this Agreement, the Employment Agreement being entered into by and between you and SeraCare
Life Sciences, Inc. in connection with this Agreement (the “Employment Agreement”), or otherwise,
to seek and obtain provisional relief from a court in accordance with Section VIII.B hereof, and an
arbitral order requiring specific performance




A-4









 







and permanent injunctive and other equitable relief to prevent or restrain a breach of any
provision of this Agreement. You further agree that the SeraCare Life Sciences, Inc. shall not be
required to obtain, furnish, secure or post any bond or similar instrument in connection with or as
a condition to obtaining any remedy referred to in this Section VIII, and you irrevocably waive any
right you may have to require SeraCare Life Sciences, Inc. to obtain, furnish, secure or post any
such bond or similar instrument.




          B. All claims for damages for a breach of this Agreement shall be submitted to arbitration in
accordance with the terms and conditions of Section 16 of the Employment Agreement. To the extent
injunctive or other equitable relief is not available pursuant to Section 16 of the Employment
Agreement or is not available pursuant to Section 16 of the Employment Agreement in a sufficiently
timely manner (in the seeking party’s good faith judgment) to preclude the risk of irreparable
damage and to prevent any remedy from being rendered ineffectual pending the arbitration, either
party may seek such relief, including provisional relief in the form of a temporary restraining
order or preliminary injunction, exclusively in a state or federal court of competent jurisdiction
in the Commonwealth of Massachusetts.




          To the extent permitted by law, the prevailing party (if a prevailing party is determined to
exist by the arbitrator or arbitrators) in any proceeding or action under this Section VIII shall
be entitled, in addition to any other damages or relief awarded, to an award of reasonable legal
and accounting fees, expenses and other out-of-pocket costs incurred by such party (including any
costs and fees incurred by and payable to the arbitrator (or arbitrators) and any costs incurred in
enforcing any such award), not to exceed such fees incurred by the non-prevailing party regardless
of whether such proceeding or action proceeds to final judgment; provided, however, that SeraCare
Life Science, Inc. shall not be deemed a “prevailing party” for this purpose unless the arbitrator
(or arbitrators) determines that you did not have a reasonable good faith belief that you would
prevail as to at least one material issue presented to the arbitrator (or arbitrators).





     IN ANY ACTION OR PROCEEDING ARISING HEREFROM, THE PARTIES HERETO CONSENT TO TRIAL
WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO OR ITS
SUCCESSORS AGAINST ANY OTHER PARTY HERETO OR ITS SUCCESSORS IN RESPECT OF ANY MATTER ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR PROCEEDING.




     YOU REPRESENT AND AGREE THAT YOU HAVE READ AND UNDERSTAND THIS SECTION VIII.B, WHICH
DISCUSSES ARBITRATION. YOU UNDERSTAND THAT BY SIGNING THIS AGREEMENT, YOU AGREE TO SUBMIT
ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE
INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO
CONFIDENTIAL BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF
YOUR RIGHT TO A JURY TRIAL.



IX. Miscellaneous.




A-5









 








          A. This Agreement contains the entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior agreements, written or oral, with respect thereto (except
for the Employment Agreement and that certain Non-Competition Agreement referred to in and
contemplated by such Employment Agreement). This Agreement may be amended or modified and the terms
and conditions hereof may be waived, only by a written instrument signed by each of the parties or,
in the case of waiver, by the party waiving compliance. No delay on the part of either party in
exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of either party of any right, power or privilege hereunder, nor any single or
partial exercise of any right, power or privilege hereunder, preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder. The rights and remedies
provided herein are cumulative and are not exclusive of any rights or remedies that either party
may otherwise have at law or in equity. Any waiver of any breach of or failure to enforce any of
the provisions of this Agreement shall not operate as a waiver of any other breach or waiver of
performance of such provisions or any other provisions. Your obligations under this Agreement
survive termination of your employment, regardless of the manner or reason for termination. During,
and upon termination of your employment (regardless of the reason therefore), you will certify to
SeraCare Life Sciences, Inc. in writing that you have fully complied with each provision of this
Agreement and that you will continue to comply with all provisions herein that survive termination.




          B. You represent and warrant that this Agreement is a legal, valid and binding obligation,
enforceable against you in accordance with its terms to the fullest extent permitted under
applicable federal, state or local law.




          C. All notices, requests and other communications hereunder must be in writing and will be
deemed to have been duly given only if delivered in accordance with the terms of Section 18 of the
Employment Agreement.




          D. This Agreement shall be governed by and construed in accordance with the internal laws of
the Commonwealth of Massachusetts without giving effect to any choice of law or conflict of law
provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the Commonwealth of
Massachusetts.




          E. To the extent any provision of this Agreement shall be determined to be unlawful or
otherwise unenforceable, in whole or in part, such determination shall not affect the validity of
the remainder of this Agreement, and this Agreement shall be reformed to the extent necessary to
carry out its provisions to the greatest extent possible. In the absence of such reformation, such
part of such provision shall be considered deleted from this Agreement and the remainder of such
provision and of this Agreement shall be unaffected and shall continue in full force and effect. In
furtherance and not in limitation of the foregoing, should the duration or geographical extent of,
or business activities covered by any provision of this Agreement be in excess of that which is
valid and enforceable under applicable law, then such provision shall be construed to cover only
that duration, extent or activities which may validly and enforceability be covered. To the extent
any provision of this Agreement shall be declared invalid or unenforceable for any reason by any
court, arbitrator or governmental or regulatory authority in any jurisdiction, this Agreement (or
provision thereof) shall remain valid and enforceable in each other jurisdiction




A-6









 







where it applies. You agree that the time period, geographic scope and other terms of the
covenants and restrictions in this Agreement are reasonable and appropriate under the circumstances
of SeraCare Life Sciences, Inc. business.




          F. This Agreement shall be binding upon and inure to the benefit of the parties hereto, the
heirs and legal representatives of you and the successors and assigns of SeraCare Life Sciences,
Inc. You shall not be entitled to assign your obligations hereunder. SeraCare Life Sciences, Inc.
may assign its rights under this Agreement to any person or business entity (including, without
limitation, successors and assigns of SeraCare Life Sciences, Inc.). You agree that, upon request
therefor, you will, in writing, acknowledge and consent to any such assignment of this Agreement.




          G. You represent and warrant that you have carefully read this Agreement; that you execute
this Agreement with full knowledge of the contents of this Agreement, the legal consequences
thereof, and any and all rights which each party may have with respect to one another; that you
have had the opportunity to receive independent legal advice with respect to the matters set forth
in this Agreement and with respect to the rights and asserted rights arising out of such matters;
that you have been advised to, and have had the opportunity to, consult with your personal attorney
prior to entering into this Agreement; and that you are entering into this Agreement of your own
free will. You expressly agree that you have no expectations or understandings contrary to this
Agreement and no usage of trade or regular practice in the industry shall be used to modify this
Agreement. The parties agree that this Agreement shall not be construed for or against either party
in any interpretation thereof.




          Please indicate your agreement to the foregoing by signing a copy of this letter below and
returning it to me. I look forward to working with you.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	/s/ Robert Cresci
 	 
	 	Robert Cresci, Chairman 	 
	 	 	 
	 



Accepted and Agreed to as of Date: July 14, 2006




	 	 	 
	By:

	 	/s/ Susan Vogt
	 

	 	 
	 

	 	Susan Vogt






(Please be sure to complete, sign & date the attached

Schedule A-1 writing “NONE” if applicable)




A-7









 








SCHEDULE A-1




EMPLOYEE’S INTELLECTUAL PROPERTY EXCLUDED FROM THIS AGREEMENT




Describe: NONE




(If none, write “none” above.)




	 	 	 
	By:

	 	/s/ Susan Vogt
	 

	 	 
	 

	 	Susan Vogt






Date: July 14, 2006




A-8









 





THE GOGGIN ACT

Sections 2870, 2871 and 2872 of the California Labor Code




          2870. (a) Any provision in an employment agreement which provides that an employee shall
assign, or offer to assign, any of his or her rights in any invention to his or her employer shall
not apply to an invention that the employee developed entirely on his or her own time without using
the employer’s equipment, supplies, facilities, or trade secret information except for those
inventions that either: (1) Relate at the time of conception or reduction to practice of the
invention to the employer’s business, or actual or demonstrably anticipated research or development
of the employer; or (2) Result from any work performed by the employee for the employer; (b) To the
extent a provision in an employment agreement purports to require an employee to assign an
invention otherwise excluded from being required to be assigned under subdivision (a), the
provision is against the public policy of this state and is unenforceable.




          2871. No employer shall require a provision made void and unenforceable by Section 2870 as a
condition of employment or continued employment. Nothing in this article shall be construed to
forbid or restrict the right of an employer to provide in contracts of employment for disclosure,
provided that any such disclosures be received in confidence, of all of the employee’s inventions
made solely or jointly with others during the term of his or her employment, a review process by
the employer to determine such issues as may arise, and for full title to certain patents and
inventions to be in the United States, as required by contracts between the employer and the United
States or any of its agencies.




          2872. If an employment agreement entered into after January 1, 1980, contains a provision requiring
the employee to assign or offer to assign any of his or her rights in any invention to his or her
employer, the employer must also, at the time the agreement is made, provide a written notification
to the employee that the agreement does not apply to an invention which qualifies fully under the
provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be
on the employee claiming the benefits of its provisions.”




A-9









 








EXHIBIT B




NON-COMPETITION AGREEMENT




          This Non-Competition Agreement (this “Agreement”) is entered into, as of July 14, 2006, by and
among SeraCare Life Sciences, Inc., a California corporation (the “Company”), and Susan Vogt
(“Executive”).




RECITALS




          A. The Company is engaged in the business of manufacturing, marketing distributing, and
selling to diagnostic, therapeutic, drug discovery, and research organizations biological products
and services, including but not limited to plasma-based therapeutic products, diagnostic products
and reagents, cell culture products, specialty plasmas, in vitro stabilizers, and the SeraCare
BioBankTM, which is a proprietary database of medical information and associated blood, plasma, DNA
and RNA samples (such business, being collectively referred to herein as the “Business”).




          B. The parties acknowledge that the relevant market for the Business is worldwide in scope and
that there exists worldwide competition for the products and services of the Business.




          C. The Company desires to employ Executive, and Executive desires to accept such employment,
as President and Chief Executive Officer based on the terms and conditions of the Employment
Agreement being executed concurrently with this Agreement (the “Employment Agreement”).




          D. Executive acknowledges that by virtue of her position with the Company, she will have
special influence over and access to the Company’s customers, employees, and consultants, will
develop and have access to significant and unique contacts in the Business, and will develop and
have access to the Company’s Confidential Information and Inventions (as such terms are defined in
the Confidentiality Agreement entered in connection with Section 6 of the Employment Agreement).




          E. As a material condition to the Company entering into the Employment Agreement, and to
protect the Company’s good will, customer relationships, Confidential Information, and stable
workforce, Executive has agreed to the terms and conditions of this Agreement.




          NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
hereinafter set forth, the Company and Executive, intending to be legally bound, hereby agree as
follows:




I.




NON-COMPETITION




          1.1 Non-Competition. Executive agrees that during the term of her employment with the
Company and for a period of one (1) year thereafter (such period, the “Non-Competition Period”):





     (a) Executive shall not, anywhere outside of the United States, directly or indirectly,
engage, without the express prior written consent of the Company, in any business or
activity in direct or indirect competition with the Business, whether as an employee,
consultant, partner, principal, agent, representative, equity holder or in any other
individual, corporate or representative capacity (without limitation by specific enumeration
of the



B-1









 







foregoing), or render any services or provide any advice to any business, activity or
person in direct or indirect competition (or seeking or contemplating to compete, directly
or indirectly) with the Business (a “Competing Business”).




     (b) Executive shall not, anywhere in the United States, directly or indirectly, engage,
without the express prior written consent of the Company, in any business or activity in
direct or indirect competition with the Business, whether as an employee, consultant,
partner, principal, agent, representative, equity holder or in any other individual,
corporate or representative capacity (without limitation by specific enumeration of the
foregoing), or render any services or provide any advice to any Competing Business.




     (c) Executive shall not, anywhere in the Commonwealth of Massachusetts or the state of
Maryland, directly or indirectly, engage, without the express prior written consent of the
Company, in any business or activity in direct or indirect competition with the Business,
whether as an employee, consultant, partner, principal, agent, representative, equity holder
or in any other individual, corporate or representative capacity (without limitation by
specific enumeration of the foregoing), or render any services or provide any advice to any
Competing Business.



          1.2 Public Securities. Notwithstanding the foregoing, Executive may own, directly or
indirectly, up to one percent (1%) of any class of “publicly traded securities” of any Person,
which owns or operates a business that is a Competing Business. For the purposes of this Section
1.2, “publicly traded securities” shall mean securities that are traded on a national securities
exchange or listed on the Nasdaq Global Market.




          1.3 No Interference with the Business; Non-Solicitation. Executive agrees that during
the Non-Competition Period, at any time or for any reason, Executive shall not, directly or
indirectly: (a) solicit or divert, or attempt to solicit or divert, any business or clients or
customers of the Company and/or any of its subsidiaries or affiliates (“Affiliates”); (b) induce or
attempt to induce customers, clients, suppliers, agents or other persons or business entities under
contract or otherwise associated or doing business with the Company and/or its Affiliates, to
reduce or alter any such association or business with the Company and/or its Affiliates; (c)
solicit or attempt to solicit any employee or consultant of the Company to (i) terminate such
employment or consulting engagement with the Company and/or its Affiliates, and/or (ii) accept
employment, or enter into any consulting arrangement, with any person or business entity other than
the Company and/or its Affiliates; or (d) condemn, criticize, ridicule or otherwise disparage or
put in disrepute the Company or its Affiliates (including but not limited to their products,
services, directors, officers, agents or employees), in any way, whether orally or in writing;
provided, however, that Executive may provide truthful testimony in any legal, administrative,
governmental or regulatory proceeding and may likewise respond truthfully to a lawfully-issued
subpoena, court order, government or regulatory inquiry.




II.




REMEDIES AND CONFLICT RESOLUTION




          2.1 Remedies. The parties to this Agreement agree that (i) if Executive materially
breaches Article 1 of this Agreement, the damage to the Company may be substantial, although
difficult to ascertain, and money damages will not afford the Company an adequate remedy, and (ii)
if Executive is in breach of any provision of this Agreement, or threatens a breach of this
Agreement, the Company shall be entitled, in addition to all other rights and remedies as may be
provided by law, this Agreement, the Employment Agreement, or otherwise, to seek and obtain
provisional relief from




B-2









 







a court in accordance with Section 2.2 hereof, and an arbitral order requiring specific
performance and permanent injunctive and other equitable relief to prevent or restrain a breach of
any provision of this Agreement, including but not limited to an order extending the
Non-Competition Period by the same period of time that Executive is breach of terms of Article 1 of
this Agreement. Executive further agrees that the Company shall not be required to obtain, furnish,
secure or post any bond or similar instrument in connection with or as a condition to obtaining any
remedy referred to in this Article 2, and Executive irrevocably waives any right that Executive may
have to require the Company to obtain, furnish, secure or post any such bond or similar instrument.




          2.2 All claims for damages for a breach of this Agreement shall be submitted to arbitration in
accordance with the terms and conditions of Section 16 of the Employment Agreement. To the extent
injunctive or other equitable relief is not available pursuant to Section 16 of the Employment
Agreement or is not available pursuant to Section 16 of the Employment Agreement in a sufficiently
timely manner (in the seeking party’s good faith judgment) to preclude the risk of irreparable
damage and to prevent any remedy from being rendered ineffectual pending the arbitration, either
party may seek such relief, including provisional relief in the form of a temporary restraining
order or preliminary injunction, exclusively in a state or federal court of competent jurisdiction
in the Commonwealth of Massachusetts.





     (a) To the extent permitted by law, the prevailing party (if a prevailing party is
determined to exist by the arbitrator) in any proceeding or action under this Section 2.2
shall be entitled, in addition to any other damages or relief awarded, to an award of
reasonable legal and accounting fees, expenses and other out-of-pocket costs incurred by
such party (including any costs and fees incurred by and payable to the arbitrator and any
costs incurred in enforcing any such award), not to exceed such fees incurred by the
non-prevailing party regardless of whether such proceeding or action proceeds to final
judgment; provided, however, that the Company shall not be deemed a “prevailing party” for
this purpose unless the arbitrator determines that the Executive did not have a reasonable
good faith belief that the Executive would prevail as to at least one material issue
presented to the arbitrator.




     (b) Waiver of Trial by Jury. IN ANY ACTION OR PROCEEDING ARISING HEREFROM, THE
PARTIES HERETO CONSENT TO TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY ANY PARTY HERETO OR ITS SUCCESSORS AGAINST ANY OTHER PARTY HERETO OR ITS
SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
REGARDLESS OF THE FORM OF ACTION OR PROCEEDING.



          2.3 Acknowledgment. EXECUTIVE HAS READ AND UNDERSTANDS SECTION 2.2 OF THIS AGREEMENT,
WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS NON-COMPETITION AGREEMENT,
EXECUTIVE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS
NON-COMPETITION AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR
TERMINATION THEREOF TO CONFIDENTIAL BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE
CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL.




B-3









 








III.




MISCELLANEOUS




          3.1 Entire Agreement; Amendments and Waivers; Several Agreements. This Agreement
contains the entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto (except for the Employment
Agreement entered into by and between the parties in connection with this Agreement and that
certain Confidentiality Agreement referred to in and contemplated by such Employment Agreement).
This Agreement may be amended or modified and the terms and conditions hereof may be waived, only
by a written instrument signed by each of the parties or, in the case of waiver, by the party
waiving compliance. No delay on the part of either party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either
party of any right, power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder. The rights and remedies provided herein are cumulative
and are not exclusive of any rights or remedies that either party may otherwise have at law or in
equity.




          3.2 Representations and Warranties. Executive represents and warrants that this
Agreement is a legal, valid and binding obligation, enforceable against Executive in accordance
with its terms to the fullest extent permitted under applicable federal, state or local law.




          3.3 Notices. All notices, requests and other communications hereunder must be in
writing and will be deemed to have been duly given only if delivered in accordance with the terms
of Section 18 of the Employment Agreement.




          3.4 Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice of
law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the
Commonwealth of Massachusetts.




          3.5 Severability. To the extent any provision of this Agreement, including without
limitation the provisions set forth in Article 1 or Article 2 hereof, shall be determined to be
unlawful or otherwise unenforceable, in whole or in part, such determination shall not affect the
validity of the remainder of this Agreement, and this Agreement shall be reformed to the extent
necessary to carry out its provisions to the greatest extent possible. In the absence of such
reformation, such part of such provision shall be considered deleted from this Agreement and the
remainder of such provision and of this Agreement shall be unaffected and shall continue in full
force and effect. In furtherance and not in limitation of the foregoing, should the duration or
geographical extent of, or business activities covered by any provision of this Agreement be in
excess of, that which is valid and enforceable under applicable law, then such provision shall be
construed to cover only that duration, extent or activities which may validly and enforceability be
covered. To the extent any provision of this Agreement shall be declared invalid or unenforceable
for any reason by any court, arbitrator or governmental or regulatory authority in any
jurisdiction, this Agreement (or provision thereof) shall remain valid and enforceable in each
other jurisdiction where it applies.




          3.6 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, the heirs and legal representatives of Executive and the successors
and assigns of the Company. Executive shall not be entitled to assign her obligations hereunder.
The Company may assign its rights under this Agreement to any person or business entity (including,




B-4









 







without limitation, successors and assigns of the Company). Executive agrees that, upon
request therefor, she will, in writing, acknowledge and consent to any such assignment of this
Agreement.




          3.7 Defined Terms. Capitalized terms used herein and not defined shall have the
respective meanings ascribed to them in the Employment Agreement unless otherwise expressly
indicated.




          3.8 Independent Review and Advice. Executive represents and warrants that Executive
has carefully read this Agreement; that Executive executes this Agreement with full knowledge of
the contents of this Agreement, the legal consequences thereof, and any and all rights which each
party may have with respect to one another; that Executive has had the opportunity to receive
independent legal advice with respect to the matters set forth in this Agreement and with respect
to the rights and asserted rights arising out of such matters; that Executive has been advised to,
and has had the opportunity to, consult with Executive’s personal attorney prior to entering into
this Agreement; and that Executive is entering into this Agreement of Executive’s own free will.
Executive expressly agrees that she has no expectations or understandings contrary to the Agreement
and no usage of trade or regular practice in the industry shall be used to modify this Agreement.
The parties agree that this Agreement shall not be construed for or against either party in any
interpretation thereof.




B-5









 








          IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first
written above.




	 	 	 	 	 	 	 
	SERACARE LIFE SCIENCES, INC.

	 	 	 	EXECUTIVE
	 	 
	 
	 	 	 	 	 	 
	/s/ Bob Cresci

	 	 	 	/s/ Susan Vogt	 	 
	 

	 	 	 	 	 	 
	Bob Cresci, Chairman

	 	 	 	Susan Vogt	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Address	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	1 Wildwood Street	 	 
	 

	 	 	 	Winchester, MA 01890	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Facsimile Number	 	 







B-6









 








EXHIBIT C




SERACARE LIFE SCIENCES, INC.

NONQUALIFIED STOCK OPTION AGREEMENT




[Attached]





 









 








SERACARE LIFE SCIENCES, INC.

NONQUALIFIED STOCK OPTION AGREEMENT




     THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) by and between SeraCare
Life Sciences, Inc., a California corporation (the “Corporation”), and Susan Vogt (the
“Participant”) evidences the nonqualified stock option (the “Option”) granted by the Corporation to
the Participant as to the number of shares of the Corporation’s common stock, no par value (the
“Common Stock”), first set forth below.



	 	 	 	 	 	 	 
	Number of Shares of Common Stock:1

	 	 	450,000	 	 	Award Date:                           , 2006
	 
	Exercise Price per Share:1

	 	$                    
	 	Expiration Date:1,2                    , 2016





Vesting1,2 One-third of the total number of shares subject to the Option shall vest on
each of the first, second and third anniversaries of the Award Date.




     The Option is subject to the Terms and Conditions of Option (the “Terms”) attached to this
Option Agreement (incorporated herein by this reference). The Option has been granted to the
Participant in addition to, and not in lieu of, any other form of compensation otherwise payable or
to be paid to the Participant. The Option is not and shall not be deemed to be an incentive stock
option within the meaning of Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the
“Code”). The parties agree to the terms of the Option set forth herein, and the Participant
acknowledges receipt of a copy of the Terms.



	 	 	 	 	 	 	 
	“PARTICIPANT”	 	 	 	“SERACARE LIFE SCIENCES, INC.”
	 	 	 	 	(a California corporation)
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 	 	 	 	 	 	 
	Print Name
	 	 	 	 	 	 
	 
	 

	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 
	Address
	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	City, State, Zip Code
	 	 	 	 	 	 








 




			
	1	 	Subject to adjustment under Section 4.1 of the Terms.
	 
	2	 	Subject to early termination under Section 4.2 or 4.3
of the Terms.




 









 










TERMS AND CONDITIONS OF OPTION




1. Vesting; Limits on Exercise.




          As set forth on the cover page of the Option Agreement, the Option shall vest and become
exercisable in percentage installments of the aggregate number of shares of Common Stock subject to
the Option. The Option may be exercised only to the extent the Option is vested and exercisable.





	 	•	 	Cumulative Exercisability. To the extent that the Option is vested and
exercisable, the Participant has the right to exercise the Option (to the extent not
previously exercised), and such right shall continue, until the expiration or earlier
termination of the Option.
	 
	 	•	 	No Fractional Shares. Fractional share interests shall be disregarded, but may
be cumulated.
	 
	 	•	 	Minimum Exercise. No fewer than 1001 shares of Common Stock may be purchased at
any one time, unless the number purchased is the total number at the time exercisable under
the Option.





2. Continuance of Employment Required; No Employment Commitment.




          Except as otherwise provided herein, the vesting schedule requires continued service through
each applicable vesting date as a condition to the vesting of the applicable installment of the
Option and the rights and benefits under this Option Agreement. Partial service, even if
substantial, during any vesting period will not entitle the Participant to any proportionate
vesting or avoid or mitigate a termination of rights and benefits upon or following a termination
of employment or services as provided in Section 4.3 below.




          Nothing contained in this Option Agreement constitutes an employment commitment by the
Corporation, confers upon the Participant any right to remain employed by the Corporation or any
Subsidiary (as defined below), interferes in any way with the right of the Corporation or any
Subsidiary at any time to terminate such employment, or affects the right of the Corporation or any
Subsidiary to increase or decrease the Participant’s other compensation.




          For purposes of this Option Agreement, “Subsidiary” means any corporation or other entity a
majority of whose outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Corporation.




3. Exercise of Option. 




          3.1. Method of Exercise. The Option shall be exercisable by the delivery to the Secretary of
the Corporation of a written notice stating the number of shares of Common Stock to be purchased
pursuant to the Option and accompanied by:





	 	•	 	delivery of an executed Exercise Agreement in substantially the form attached hereto as
Exhibit A or such other form as from time to time may be required by the Corporation (the
“Exercise Agreement”);




1









 






	 	•	 	payment in full for the Exercise Price of the shares to be purchased in one of the forms
set forth under Section 3.2;
	 
	 	•	 	satisfaction of the tax withholding provisions of Section 3.3 below; and
	 
	 	•	 	any written statements or agreements required pursuant to Section 3.4 below.





          3.2. Payment of Exercise Price. The Exercise Price of the shares to be purchased will be paid
in full at the time of each purchase in one or a combination of the following methods:





	 	•	 	in cash or by electronic funds transfer;
	 
	 	•	 	by check payable to the order of the Corporation;
	 
	 	•	 	if authorized by the Corporation, by a cashless exercise pursuant to such rules as the
Corporation may adopt;
	 
	 	•	 	by notice and third party payment in such manner as may be authorized by the
Corporation;
	 
	 	•	 	subject to the proviso below and the approval of the Corporation’s Board of Directors
(the “Board”) at the time, by the delivery of shares of Common Stock already owned by the
Participant, provided that any shares of Common Stock delivered that were initially
acquired from the Corporation upon exercise of a stock option must have been owned by the
Participant at least six (6) months as of the date of delivery.




Shares of Common Stock used to satisfy the Exercise Price will be valued at their “Fair Market
Value” on the date of exercise. “Fair Market Value” on any date means:




          (a) if the stock is listed or admitted to trade on a national securities exchange, the closing
price of the stock on the Composite Tape, as published in the Western Edition of The Wall Street
Journal, of the principal national securities exchange on which the stock is so listed or admitted
to trade, on such date, or, if there is no trading of the stock on such date (or if the market has
not closed at the applicable time), then the closing price of the stock as quoted on such Composite
Tape on the next preceding date on which there was trading in such shares;




          (b) if the stock is not listed or admitted to trade on a national securities exchange, the
last price for the stock, as furnished by the National Association of Securities Dealers, Inc.
(“NASD”) through the NASDAQ Global Market Reporting System or a similar organization if the NASD is
no longer reporting such information, on such date, or, if there is no trading of the stock on such
date (or if the market has not closed at the applicable time), then the last price of the stock as
so furnished on the next preceding date on which there was trading in such shares; or




          (c) if the stock is not listed or admitted to trade on a national securities exchange and is
not reported by the NASD through the NASDAQ Global Market Reporting System or a similar
organization if the NASD is no longer reporting such information, the value as established by the
Corporation at such time for purposes of this Option Agreement (if the price of the stock is
furnished by the NASD through the NASDAQ SmallCap Market, the




2









 







Corporation’s determination of Fair Market Value may be based on, without limitation, the last
price and/or the mean between the bid and asked prices for the stock as of the relevant date or as
of the last date that there was trading in the stock, as applicable).




          3.3. Tax Withholding. Upon any exercise, vesting, or payment of the Option, the Corporation
shall have the right at its option to:





	 	•	 	require the Participant (or her personal representative or her beneficiary, in the case
of the Participant’s disability or death, as the case may be) to pay or provide for payment
of at least the minimum amount of any taxes which the Corporation may be required to
withhold with respect to the Option event or payment;
	 
	 	•	 	deduct from any amount payable in cash the minimum amount of any taxes which the
Corporation may be required to withhold with respect to such cash payment; or
	 
	 	•	 	reduce the number of shares of Common Stock to be delivered by (or otherwise reacquire)
the appropriate number of shares of Common Stock, valued at their then Fair Market Value,
to satisfy such withholding obligation.




In no event will the value of any shares withheld exceed the minimum amount of required withholding
under applicable law.




          3.4. Legal Compliance. The grant of the Option and the offer, issuance and delivery of shares
of Common Stock in respect of the Option are subject to compliance with all applicable federal and
state laws, rules and regulations (including but not limited to state and federal securities law,
federal margin requirements) and to such approvals by any listing, regulatory or governmental
authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in
connection therewith. In addition, any securities delivered in respect of the Option may be subject
to any special restrictions to preserve a pooling of interests under generally accepted accounting
principles. The person acquiring any securities in respect of the Option will, if requested by the
Corporation, provide such assurances and representations to the Corporation as the Corporation may
deem necessary or desirable to assure compliance with all applicable legal and accounting
requirements.




4. Adjustments; Early Termination.




          4.1. Adjustments. Upon or in contemplation of any reclassification, recapitalization, stock
split (including a stock split in the form of a stock dividend) or reverse stock split; any merger,
combination, consolidation, or other reorganization; any spin-off, split-up, or similar
extraordinary dividend distribution (“spin-off”) in respect of the Common Stock (whether in the
form of securities or property); any exchange of Common Stock or other securities of the
Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the
Common Stock; or a sale of all or substantially all the assets of the Corporation as an entirety
(“asset sale”); then the Corporation shall, in such manner, to such extent (if any) and at such
time as it deems appropriate and equitable in the circumstances:




3









 








          (a) in any of such events, proportionately adjust any or all of (i) the number of shares of
Common Stock or the number and type of other securities that thereafter may be made the subject of
the Option, and (ii) the Exercise Price of the Option, or




          (b) in the case of a reclassification, recapitalization, merger, consolidation, combination,
or other reorganization, spin-off or asset sale, make provision for a cash payment or for the
substitution or exchange of the Option or the cash, securities or property deliverable to the
Participant based upon the distribution or consideration payable to holders of the Common Stock
upon or in respect of such event.




          The Corporation may adopt such valuation methodologies with respect to the Option as it deems
reasonable in the event of a cash or property settlement, including without limitation basing such
settlement solely upon the excess if any of the per share amount payable upon or in respect of such
event over the Exercise Price.




          In any of such events, the Corporation may take such action prior to such event to the extent
that the Corporation deems the action necessary to permit the Participant to realize the benefits
intended to be conveyed with respect to the underlying shares in the same manner as is or will be
available to stockholders generally.




          4.2. Possible Early Termination of Option. Upon (or, as may be necessary to effectuate the
purposes of the acceleration, immediately prior to) the occurrence of a Change in Control Event,
the then-outstanding and otherwise unvested portion of the Option shall become fully vested. To the
extent the Option is vested and not exercised in connection with or prior to (a) a dissolution of
the Corporation, (b) an event described in Section 4.1 that the Corporation does not survive, or
(c) the consummation of a Change in Control Event, the Option shall terminate, subject to any
provision that has been made by the Corporation through a plan of reorganization or otherwise for
the substitution, assumption, exchange or other settlement of the Option. For purposes of this
Option Agreement, “Change in Control Event” means the consummation of a merger, consolidation, or
other reorganization, with or into, or the sale of all or substantially all of the Corporation’s
business and/or assets as an entirety to, one or more entities that are not Subsidiaries (a
“Business Combination”), unless as a result of the Business Combination at least 50% of the
outstanding securities voting generally in the election of directors of the surviving or resulting
entity or a parent thereof (the “Successor Entity”) immediately after the reorganization are, or
will be, owned, directly or indirectly, in substantially the same proportions, by shareholders of
the Corporation immediately before the Business Combination.




          4.3. Effects of Termination of Employment or Service. Reference is made to that certain
Employment Agreement, dated                     , 2006, by and between the Corporation and the
Participant (the “Employment Agreement”). If the Participant is terminated by the Corporation for
any reason other than “Cause” (as such term is defined in the Employment Agreement) or if the
Participant terminates her employment for “Good Reason” (as such term is defined in the Employment
Agreement) (the date of the Participant’s termination is referred to herein as the “Severance
Date”), the portion, if any, of the Option that is outstanding and not otherwise vested as of such
Severance Date shall become fully vested immediately prior to the Severance Date and the
Participant shall have twelve (12) months after the Severance Date to




4









 







exercise the Option to the extent it shall be or shall have become exercisable on the
Severance Date (subject to the maximum 10-year term of the Option and subject to Section 4.2);
provided, however, that the Option shall terminate immediately if the Participant materially
breaches the Confidentiality Agreement or the Non-Competition Agreement entered into in connection
with Section 6 of the Employment Agreement. In the case of a termination for Cause, the Option
shall terminate on the Severance Date. In all other cases, the Option, to the extent not
exercisable on the Severance Date, shall terminate.




          Notwithstanding any other provision herein, the Option shall not continue to vest during any
leave of absence of the Participant, unless the Corporation otherwise expressly provides in
connection with the leave or unless continued vesting is required as a matter of law in respect of
the nature of the leave.




5. Non-Transferability and Other Restrictions.




          The Option and any other rights of the Participant under this Option Agreement are
nontransferable and exercisable only by the Participant, except as set forth below.




          The exercise and transfer restrictions set forth above will not apply to:





	 	•	 	transfers to the Corporation,
	 
	 	•	 	the designation of a beneficiary to receive benefits in the event of the Participant’s
death or, if the Participant has died, transfers to or exercise by the Participant’s
beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or
the laws of descent and distribution,
	 
	 	•	 	transfers pursuant to a qualified domestic relations order if approved or ratified by
the Corporation,
	 
	 	•	 	if the Participant has suffered a disability, permitted transfers or exercises on behalf
of the Participant by her legal representative,
	 
	 	•	 	the authorization by the Corporation of “cashless exercise” procedures consistent with
applicable laws and the express authorization of the Corporation, or
	 
	 	•	 	upon approval by the Corporation, transfers to certain persons or entities related to
the Participant, subject to the condition that the Corporation receive evidence
satisfactory to it that the transfer is being made for essentially estate and/or tax
planning purposes on a gratuitous or donative basis and without consideration (other than
nominal consideration or in exchange for an interest in a qualified transferee).




Absent an effective registration statement under the Securities Act of 1933, as amended (the
“Securities Act”), (and/or compliance with any applicable state securities law registration
requirements) covering the disposition of this Option or the Common Stock issued or issuable upon
exercise of this Option, neither this Option nor the Common Stock issued or issuable upon exercise
of this Option may be sold, transferred, assigned, hypothecated or otherwise disposed of without
first providing the Corporation with evidence reasonably satisfactory to the Corporation


5









 






that such sale, transfer, assignment, hypothecation or other disposal will be exempt from the
registration and prospectus delivery requirements of applicable federal and state securities laws
and regulations.




6. Privileges of Stock Ownership.




          Except as otherwise expressly authorized by the Corporation, the Participant shall not be
entitled to any privilege of stock ownership as to any shares of Common Stock not actually
delivered to and held of record by the Participant. No adjustment will be made for dividends or
other rights as a shareholder for which a record date is prior to such date of delivery.




7. No Corporate Action Restriction.



          The existence of the Option and this Option Agreement shall not limit, affect or restrict in
any way the right or power of the Board or the shareholders of the Corporation to make or
authorize: (a) any adjustment, recapitalization, reorganization or other change in the
Corporation’s or any Subsidiary’s capital structure or its business, (b) any merger, amalgamation,
consolidation or change in the ownership of the Corporation or any subsidiary, (c) any issue of
bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the
Corporation’s or any Subsidiary’s capital stock or the rights thereof, (d) any dissolution or
liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of
the Corporation or any Subsidiary’s assets or business, or (f) any other corporate act or
proceeding by the Corporation or any Subsidiary. Neither the Participant nor any other person shall
have any claim under the Option or this Option Agreement against any member of the Board, or the
Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result
of any such action.




8. Notices.



          Any notice to be given under the terms of this Option Agreement or the Exercise Agreement shall be
in writing and addressed to the Corporation at its principal office to the attention of the
Secretary, and to the Participant at the address given beneath the Participant’s signature hereto,
or at such other address as either party may hereafter designate in writing to the other. Any such
notice shall be given only when received, but if the Participant is no longer employed by the
Corporation or any Subsidiary, shall be deemed to have been duly given when enclosed in a properly
sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and
registry or certification fee prepaid) in a post office or branch post office regularly maintained
by the United States Government.




9. Entire Agreement.



          This Option Agreement (together with the form of Exercise Agreement attached hereto and the
Employment Agreement) constitutes the entire agreement and supersedes all prior understandings and
agreements, written or oral, of the parties hereto with respect to the subject matter hereof. This
Option Agreement and the Exercise Agreement may be amended only by a written instrument signed by
both the Participant and the Corporation. The Corporation may, however, unilaterally waive any
provision hereof or of the Exercise Agreement in writing to the extent such waiver does not
adversely affect the interests of the Participant hereunder, but no




6









 







such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a
waiver of any other provision hereof.




10. Governing Law; Limited Rights.




          10.1. California Law. This Option Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of California without regard to conflict of law principles
thereunder.




          10.2. Limited Rights. The Participant has no rights as a shareholder of the Corporation with
respect to the Option as set forth in Section 6. The Option does not place any limit on the
corporate authority of the Corporation as set forth in Section 7.




11. Representations by the Participant.




          The Participant by executing this Option Agreement hereby makes the following representations
to the Corporation and acknowledges that the Corporation’s reliance on securities law exemptions
from qualification in the State of California is predicated, in substantial part, upon the accuracy
of these representations:





	 	•	 	The Participant is acquiring the Option and if and when she exercises the Option will
acquire the shares of Common Stock solely for the Participant’s own account, for investment
purposes only, and not with a view to or an intent to sell, or to offer for resale in
connection with any unregistered distribution, all or any portion of the shares within the
meaning of the Securities Act, the California Corporate Securities Law, or other applicable
state securities laws.
	 
	 	•	 	The Participant is knowledgeable about the Corporation and has a preexisting personal or
business relationship with the Corporation. As a result of such relationship, she is
familiar with, among other characteristics, its business and financial circumstances and
has access on a regular basis to or may request the Corporation’s condensed consolidated
balance sheet and condensed consolidated income statement setting forth information
material to the Corporation’s financial condition, operations and prospects.
	 
	 	•	 	The Participant understands that neither this Option nor the Common Stock to be
purchased upon exercise of this Option has been registered pursuant to the Securities Act
or any state securities laws, and the offer and sale of the Common Stock to be purchased
upon exercise of this Option is intended to be exempt from registration under the
Securities Act and under applicable state securities laws, which exemption depends upon,
among other things, the bona fide nature of the investment intent and the accuracy of the
Participant’s representations as expressed herein.
	 
	 	•	 	The Participant is an “accredited investor” as defined in Rule 501 promulgated by the
Securities and Exchange Commission under the Securities Act.
	 
	 	•	 	At no time was an oral representation made to the Participant relating to the Option or
the purchase of shares of Common Stock and the Participant was not presented with or




7









 






	 	 	 	solicited by any promotional meeting or material relating to the Option or the Common Stock.





(Remainder of Page Intentionally Left Blank)





8









 








EXHIBIT A




SERACARE LIFE SCIENCES, INC.

OPTION EXERCISE AGREEMENT




          The undersigned (the “Purchaser”) hereby irrevocably elects to exercise her right, evidenced
by that certain Nonqualified Stock Option Agreement dated as of July 10, 2006 (the “Option
Agreement”), as follows:





	 	•	 	the Purchaser hereby irrevocably elects to purchase
                     shares of Common Stock,
no par value per share (the “Shares”), of SeraCare Life Sciences, Inc., a Delaware
corporation (the “Corporation”), and
	 
	 	•	 	such purchase shall be at the price of $                     per share, for an aggregate amount of
$                     (subject to applicable withholding taxes pursuant to Section 3.3 of the Terms
and Conditions of Option attached to the Option Agreement (the “Terms”)).




Delivery of Share Certificate. The Purchaser requests that a certificate representing the Shares be
registered to Purchaser and delivered to:              
                   
                        
                                                                     
                    
                                 
                    
         .




          Option Agreement. The Purchaser acknowledges that all of her rights are subject to, and the
Purchaser agrees to be bound by, all of the terms and conditions of the Option Agreement, which is
incorporated herein by this reference. If a conflict or inconsistency between the terms and
conditions of this Exercise Agreement and of the Option Agreement shall arise, the terms and
conditions of the Option Agreement shall govern. The Purchaser acknowledges receipt of a copy of
all documents referenced herein and acknowledges reading and understanding these documents and
having an opportunity to ask any questions that she may have had about them.




	 	 	 	 	 	 	 
	“PURCHASER”	 	 	 	ACCEPTED BY:
	 	 	 	 	SERACARE LIFE SCIENCES, INC.
	 	 	 	 	(a Delaware corporation)
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	Print Name
	 	 	 	 	 	 
	 

	 	 	 	Print Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	Address
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	(To be completed by the Corporation after the price
	 	 	 	 	 	 	 
	City, State, Zip Code	 	 	 	(including applicable withholding taxes), value (if
	 	 	 	 	applicable) and receipt of funds is verified.)







 









 








EXHIBIT D




SECTION 280G PROVISIONS




1.1 Potential Cut-Back.




          (a) In the event it is determined (pursuant to Section 1.3) or finally determined (as defined
in Section 1.4(d)) that any payment, distribution, transfer, or benefit by the Company, or a direct
or indirect subsidiary or affiliate of the Company, to or for the benefit of the Executive or the
Executive’s dependents, heirs or beneficiaries (whether such payment, distribution, transfer,
benefit or other event occurs pursuant to the terms of this Agreement or otherwise in connection
with, or arising out of, the Executive’s employment with the Company or a change in ownership or
effective control of the Company or a substantial portion of its assets, but determined without
regard to any additional payments required under this Exhibit D) (each a “Payment” and collectively
the “Payments”) is subject to the excise tax imposed by Section 4999 of the Code, and any successor
provision or any comparable provision of state or local income tax law (collectively, “Section
4999”), or any interest, penalty or addition to tax is incurred by the Executive with respect to
such excise tax (such excise tax, together with any such interest, penalty, and addition to tax,
hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but
not below zero) so that the maximum amount of the Payments (after reduction) shall be one dollar
($1.00) less than the amount which would cause the Payments to be subject to the Excise Tax (the
“Parachute Payment Threshold”); provided, however, that in the event that the aggregate amount of
the Payments exceeds an amount equal to one hundred and ten percent (110%) of the Parachute Payment
Threshold, the Payments shall not be so reduced, and the Executive shall be entitled to a Gross-Up
Payment in accordance with Section 1.2 below. If the amount of the Payments is less than or equal
to one hundred and ten percent (110%) of the Parachute Payment Threshold, the Payments shall be so
reduced, and unless the Executive shall have given prior written notice to the Company to
effectuate a reduction in the Payments if such a reduction is required, the Company shall reduce
the Payments by first reducing or eliminating any cash severance benefits, then by reducing or
eliminating any accelerated vesting of stock options, then by reducing or eliminating any
accelerated vesting of restricted stock, then by reducing or eliminating any other remaining
Payments. Any written notice by the Executive pursuant to the immediately preceding sentence shall
be given effect only if it would not constitute an acceleration, deferral or other change in
payment terms that is inconsistent with the requirements of (or the requirements for exemption from
) Section 409A of the Code.




          (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time
of the initial determination by the Accounting Firm (as such term is defined in Section 1.3), it is
possible that Payments to the Executive which will not have been made by the Company pursuant to
Section 1.1(a) should have been made. In such case, the Accounting Firm shall determine the amount
of such unpaid Payments and such amount shall be promptly paid by the Company to or for the benefit
of the Executive. It is also possible that a reduction in the Payments made pursuant to Section
1.1(a) will be less than the amount of the reduction which should have been made. In such case, the
Executive shall promptly repay the amount of such excess to the Company together with interest on
such amount (at the applicable federal rate provided for in Section 1274(d) of the Code) from the
date the reimbursable payment was




D-1









 







received by the Executive to the date the same is repaid to the Company; provided, however,
that if the sum of the amount by which the Payments were initially reduced and the amount of such
excess exceeds an amount equal to ten percent (10%) of the Parachute Payment Threshold, the
Executive shall be entitled to the full amount of the Payments (without any reduction pursuant to
this Section 1.1) and a Gross-Up Payment in accordance with Section 1.2.




1.2 Potential Gross-Up.




          (a) In the event that the Payments would be subject to the Excise Tax and that Section 1.1
does not apply because the amount of the Payments exceeds 110% of the Parachute Payment Threshold
as provided therein, then the Executive shall be entitled to receive an additional payment (a
“Gross-Up Payment”) equal to an amount such that after payment by the Executive of all taxes,
interest, penalties, additions to tax and costs imposed or incurred with respect to the Gross-Up
Payment (including, without limitation, any income and excise taxes imposed upon the Gross-Up
Payment), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed
upon such Payments. This provision is intended to put the Executive in the same position as the
Executive would have been had no Excise Tax been imposed upon or incurred as a result of any
Payments.




          (b) As a result of the uncertainty in the application of Section 4999 of the Code at the time
of the initial determination by the Accounting Firm, it is possible that no Gross-Up Payment will
initially be made but that a Gross-Up Payment should have been made, or a Gross-Up Payment will
initially be made in an amount that is less than what should have been made (any of such events is
referred to as an “Underpayment”). It is also possible that a Gross-Up Payment will initially be
made in an amount that is greater than what should have been made (an “Overpayment”). The
determination of any Underpayment or Overpayment shall be made by the Accounting Firm in accordance
with Section 1.3. In the event of an Underpayment, the amount of any such Underpayment shall be
paid to the Executive as an additional Gross-Up Payment. In the event of an Overpayment, the
Executive shall promptly pay to the Company the amount of such Overpayment together with interest
on such amount (at the applicable federal rate provided for in Section 1274(d) of the Code) for the
period commencing on the date of the Overpayment to the date of such payment by the Executive to
the Company. The Executive shall make such payment to the Company as soon as administratively
practicable after the Company notifies the Executive of (a) the Accounting Firm’s determination
that an Overpayment was made and (b) the amount to be repaid.




          (c) Any Gross-Up payment under this Section 1.2 that is not paid contemporaneously with the
underlying payment shall be paid as soon as practicable thereafter and in all events by the close
of the calendar year following the calendar year in which the tax to which it relates is remitted.




1.3 Determination.




          (a) Except as provided in Section 1.4, the determination that a Payment is subject to an
Excise Tax shall be made in writing by the Accounting Firm. For purposes of this Agreement, the
term “Accounting Firm” means a nationally-recognized accounting firm selected by the Company and
agreed to by the Executive, which agreement shall not be unreasonably withheld




D-2









 







by the Executive. Such determination by the Accounting Firm shall include the amount of the
Payment subject to an Excise Tax and, if applicable, any Gross-Up Payment and detailed computations
thereof, including any assumptions used in such computations. Any determination by the Accounting
Firm will be binding on the Company and the Executive.




          (b) For purposes of determining the amount of any Gross-Up Payment to be made hereunder, the
Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal
individual income taxation in the calendar year in which the Gross-Up Payment is to be made. Such
highest marginal rate shall take into account the loss of itemized deductions by the Executive and
shall also include the Executive’s share of the hospital insurance portion of FICA and state and
local income taxes at the highest marginal rate of individual income taxation in the state and
locality of the Executive’s residence on the date that the Payment is made, net of the maximum
reduction in federal income taxes that could be obtained from the deduction of such state and local
taxes.




1.4 Notification.




          (a) The Executive shall notify the Company in writing of any claim by the Internal Revenue
Service (or any successor thereof) or any state or local taxing authority (individually or
collectively, the “Taxing Authority”) that, if successful, would require the payment by the Company
of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 30
days after the Executive receives written notice of such claim and shall apprise the Company of the
nature of such claim and the date on which such claim is requested to be paid; provided, however,
that failure by the Executive to give such notice within such 30-day period shall not result in a
waiver or forfeiture of any of the Executive’s rights under this Exhibit D except to the extent of
actual damages suffered by the Company as a result of such failure. The Executive shall not pay
such claim prior to the expiration of the 15-day period following the date on which the Executive
gives such notice to the Company (or such shorter period ending on the date that any payment of
taxes, interest, penalties or additions to tax with respect to such claim is due). If the Company
notifies the Executive in writing prior to the expiration of such 15-day period (regardless of
whether such claim was earlier paid as contemplated by the preceding parenthetical) that it desires
to contest such claim, the Executive shall:




          (1) give the Company any information reasonably requested by the Company relating to such
claim;




          (2) take such action in connection with contesting such claim as the Company shall reasonably
request in writing from time to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney selected by the Company;




          (3) cooperate with the Company in good faith in order effectively to contest such claim; and




          (4) permit the Company to participate in any proceedings relating to such claim;



provided, however, that the Company shall bear and pay directly all attorneys fees, costs and
expenses (including additional interest, penalties and additions to tax) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for


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all taxes (including, without limitation, income and excise taxes), interest, penalties and
additions to tax imposed in relation to such claim and in relation to the payment of such costs and
expenses or indemnification.




          (b) Without limitation on the foregoing provisions of this Section 1.4, and to the extent its
actions do not unreasonably interfere with or prejudice the Executive’s disputes with the Taxing
Authority as to other issues, the Company shall control all proceedings taken in connection with
such contest and, in its reasonable discretion, may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the Taxing Authority in respect of such claim
and may, at its or in their sole option, either direct the Executive to pay the tax, interest or
penalties claimed and sue for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay such claim and sue
for a refund, the Company shall advance an amount equal to such payment to the Executive, on an
interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis,
from all taxes (including, without limitation, income and excise taxes), interest, penalties and
additions to tax imposed with respect to such advance or with respect to any imputed income with
respect to such advance, as any such amounts are incurred; and, further, provided, that any
extension of the statute of limitations relating to payment of taxes, interest, penalties or
additions to tax for the taxable year of the Executive with respect to which such contested amount
is claimed to be due is limited solely to such contested amount; and, provided, further, that any
settlement of any claim shall be reasonably acceptable to the Executive, and the Company’s control
of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable
hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other
issue.




          (c) If, after receipt by the Executive of an amount advanced by the Company pursuant to
Section 1.4(a), the Executive receives any refund with respect to such claim, the Executive shall
(subject to the Company’s compliance with the requirements of this Exhibit D) promptly pay to the
Company an amount equal to such refund (together with any interest paid or credited thereof after
taxes applicable thereto), net of any taxes (including, without limitation, any income or excise
taxes), interest, penalties or additions to tax and any other costs incurred by the Executive in
connection with such advance, after giving effect to such repayment. If, after the receipt by the
Executive of an amount advanced by the Company pursuant to Section 1.4(a), it is finally determined
that the Executive is not entitled to any refund with respect to such claim, then such advance
shall be forgiven and shall not be required to be repaid and the amount of such advance shall be
treated as a Gross-Up Payment and shall offset, to the extent thereof, the amount of any Gross-Up
Payment otherwise required to be paid.




          (d) For purposes of this Exhibit D, whether the Excise Tax is applicable to a Payment shall be
deemed to be “finally determined” upon the earliest of: (1) the expiration of the 15-day period
referred to in Section 1.4(a) if the Company or the Executive’s employer has not notified the
Executive that it intends to contest the underlying claim, (2) the expiration of any period
following which no right of appeal exists, (3) the date upon which a closing agreement or similar
agreement with respect to the claim is executed by the Executive and the Taxing Authority (which
agreement may be executed only in compliance with this section), or (4) the receipt by




D-4









 







the Executive of notice from the Company that it no longer seeks to pursue a contest (which
shall be deemed received if the Company does not, within 15 days following receipt of a written
inquiry from the Executive, affirmatively indicate in writing to the Executive that the Company
intends to continue to pursue such contest).




1.5 Compliance with Law.




          Nothing in this Exhibit D is intended to violate the Sarbanes-Oxley Act of 2002, and to the
extent that any advance or repayment obligation hereunder would constitute such a violation, such
obligation shall be modified so as to make the advance a nonrefundable payment to the Executive and
the repayment obligation null and void to the extent required by such Act.





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EXHIBIT E




SERACARE LIFE SCIENCES, INC.

FORM OF RELEASE AGREEMENT




[Attached]




 









 





EXHIBIT E




SERACARE LIFE SCIENCES, INC.

FORM OF RELEASE AGREEMENT



1. Release by Executive. Susan Vogt (“Executive”), on her own behalf and behalf of her
descendants, dependents, heirs, executors, administrators, assigns and successors, and each of
them, hereby acknowledges full and complete satisfaction of and releases and discharges and
covenants not to sue SeraCare Life Sciences, Inc., a Delaware corporation (the “Company”), its
divisions, subsidiaries, parents, or affiliated corporations, past and present, and each of them,
as well as its and their assignees, successors, directors, officers, shareholders, partners,
representatives, attorneys, agents or employees, past or present, or any of them (individually and
collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations,
demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any
way connected with Executive’s employment or any other relationship with or interest in the Company
or the termination thereof, including without limiting the generality of the foregoing, any claim
for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend
equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other
fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of
action, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the
part of Releasees committed or omitted prior to the date of this Release Agreement, including,
without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act
of 1964, the Americans with Disabilities Act, or any other federal, state or local law, regulation
or ordinance; provided, however, that the foregoing release does not apply to any obligation of the
Company to Executive pursuant to any of the following: (1) the benefits due to the Executive in
connection with the execution and delivery of this Release Agreement pursuant to Section 5.3 of the
Employment Agreement dated as of [           , 2006] by and between the Company and Executive
(the “Employment Agreement”); (2) the equity-based awards previously granted by the Company to
Executive as referred to in Exhibit E-1 hereto (which shall be governed by and subject to
termination pursuant to the terms and conditions of the written agreements evidencing the
applicable awards); (3) the Executive’s right to her benefits pursuant to the Company’s 401(k) plan
(which benefits are approximately [$            ] in the aggregate); (4) any right that the
Executive may have to indemnification pursuant to the Company’s bylaws or under applicable laws
with respect to any losses that the Executive may have incurred or may in the future incur with
respect to her past service as an officer or employee of the Company; and (5) with respect to any
such losses, any rights that the Executive may have to insurance coverage for such losses under any
Company directors and officers liability insurance policy.



2. Acknowledgement of Payment of Wages. Executive acknowledges that she has received all
amounts owed for her regular and usual salary (including, but not limited to, any bonus, severance,
incentives or other wages but excluding salary for the current payroll period), and usual benefits
through the date of this Release Agreement (except for the benefits due to the Executive in
connection with the execution and delivery of this Release Agreement pursuant to Section 5.3 of the
Employment Agreement). Executive currently owns [            ] shares of common stock of the
Company and, other than her rights as a shareholder with respect to such


E-1









 






shares and her rights as to the equity-based awards referred to in Exhibit E-1 hereto (which shall
be governed by and subject to termination pursuant to the terms and conditions of the written
agreements evidencing the applicable awards), Executive has received all equity and equity-based
securities and awards to which she is entitled from the Company and each of the Releasees and is
not entitled to any new securities or awards in the future from or with respect to the Company or
any of the Releasees.



3. ADEA Waiver. Executive expressly acknowledges and agrees that by entering into this
Release Agreement, she is waiving any and all rights or claims that she may have arising under the
Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or before
the date of execution of this Release Agreement. Executive further expressly acknowledges and
agrees that:




          (a) In return for this Release Agreement, she will receive consideration beyond that which she
was already entitled to receive before entering into this Release Agreement;




          (b) She is hereby advised in writing by this Release Agreement to consult with an attorney
before signing this Release Agreement;




          (c) She was given a copy of this Release Agreement on [            ] and informed that she had
twenty-one (21) days within which to consider the Release Agreement and that if she wished to
executive this Release Agreement prior to expiration of such 21-day period, she should execute the
Acknowledgement and Waiver attached hereto as Exhibit E-2;




          (d) Nothing in this Release Agreement prevents or precludes Executive from challenging or
seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it
impose any condition precedent, penalties or costs from doing so, unless specifically authorized by
federal law; and




          (e) She was informed that she has seven (7) days following the date of execution of this
Release Agreement in which to revoke this Release Agreement, and this Release Agreement will become
null and void if Executive elects revocation during that time. Any revocation must be in writing
and must be received by the Company during the seven-day revocation period. In the event that
Executive exercises her right of revocation, neither the Company nor Executive will have any
obligations under this Release Agreement.



4. No Transferred Claims. Executive represents and warrants to the Company that she has not
heretofore assigned or transferred to any person not a party to this Release Agreement any released
matter or any part or portion thereof.



5. No Pending or Future Lawsuits. Executive represents and warrants to the Company that (a)
she has no lawsuits, claims, or actions pending in her name, or on behalf of any other person or
entity, against the Company or any Releasee; and (b) Executive does not currently intend to bring
any claims on her own behalf or on behalf of any other person or entity against the Company or any
of the Releasees. Executive waives the right to file (or to have another file on her behalf) any
charge, complaint, action, application, petition, or grievance against the Company or any other
Releasee in any court or before any government agency or arbitrator arising out of or in any way
connected with or relating to any of the matters released


E-2









 






hereinabove, or to allow herself to be represented now or in the future in any class or action
relating thereto. Executive also promises to opt out of any class or action and to take such other
steps as she has the power to take to disassociate herself from any class or action seeking relief
against the Company or any other Releasee regarding any of the matters released hereinabove.




     The undersigned have read and understand the consequences of this Release Agreement and
voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State
of Massachusetts that the foregoing is true and correct.



     EXECUTED this                      day of                      20     , at         
             County,                     .



	 	 	 	 	 	 	 
	 	 	“Executive”	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Susan Vogt	 	 
	 
	 	 	 	 	 	 
	 	 	SERACARE LIFE SCIENCES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 





E-3









 





EXHIBIT E-1




LIST OF EQUITY-BASED AWARD GRANTS




E-4









 





EXHIBIT E-2




ACKNOWLEDGMENT AND WAIVER




     I, Susan Vogt, hereby acknowledge that I was given 21 days to consider the foregoing Release
Agreement and voluntarily chose to sign the Release Agreement prior to the expiration of the 21-day
period.



     I declare under penalty of perjury under the laws of the State of Florida that the foregoing
is true and correct.



     EXECUTED this                      day of                      2006, at        
              County,                     .




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	SUSAN VOGT
	 	 







E-5