exv10w1



 





Exhibit 10.1




AGREEMENT




     AGREEMENT by and between SeraCare Life Sciences, Inc. (the “Company”) and Ronald R.
Dilling (the “Executive”), effective as of
February 1, 2008.



     1.      Employment. Subject to the terms and conditions set forth in this Agreement, the
Company hereby offers, and the Executive hereby accepts, employment. The Executive’s employment
hereunder shall continue until terminated pursuant to Section 4 hereof.



     2.      Capacity and Performance. During his employment hereunder:



               (a)      The Executive shall serve the Company as its Vice President of Operations, or in such
other executive position as the Company may designate from time to time. In addition, and without
further compensation, the Executive shall serve as a director and/or officer of one or more of the
Company’s Affiliates if so elected or appointed from time to time.



               (b)      The Executive shall be employed by the Company on a full-time basis and shall perform the
duties and responsibilities of his position and such other duties and responsibilities on behalf of
the Company and its Affiliates as reasonably may be designated from time to time by the Company.



               (c)      The Executive shall devote his full business time and his best efforts, business judgment,
skill and knowledge exclusively to the advancement of the business and interests of the Company and
its Affiliates and to the discharge of his duties and responsibilities hereunder. The Executive
shall not engage in any other business activity or serve in any industry, trade, professional,
governmental or academic position during the term of this Agreement, except as may be expressly
approved in advance by the Chief Executive Officer.



     3.      Compensation and Benefits. As compensation for all services performed by the
Executive during his employment hereunder and subject to performance of the Executive’s duties and
of the obligations of the Executive to the Company and its Affiliates, pursuant to this Agreement
or otherwise:



               (a)      Base Salary. The Company shall pay the Executive a base salary at the rate of Two
Hundred and Five Thousand Seven Hundred Fifty Dollars ($205,750) per annum, payable in accordance
with the payroll practices of the Company for its executives and subject to adjustment from time to
time by the Board, in its sole discretion. Such base salary, as from time to time adjusted, is
hereafter referred to as the “Base Salary”.



               (b)      Incentive and Bonus Compensation. The Executive shall be entitled to participate
in all bonus and incentive plans, including without limitation equity incentive plans, from time to
time in effect for executives of the Company generally.



               (c)      Paid Time Off. During the term hereof, the Executive shall be entitled to earn
paid time off (“PTO”) on a monthly basis at the rate of 20 days per year. The Executive’s
entitlement to, and use of, PTO shall in all other respects be governed by the Company’s policies
as in effect generally from time to time.



 









 





               (d)      Other Benefits. During the term hereof, the Executive shall be entitled to
participate in any and all Employee Benefit Plans from time to time in effect for employees of the
Company generally, except to the extent any such Employee Benefit Plan is in a category of benefit
otherwise provided to the Executive (e.g., a severance pay plan). Such participation shall be
subject to the terms of the applicable plan documents and generally applicable Company policies.
The Company may alter, modify, add to or delete its Employee Benefit Plans at any time as it, in
its sole judgment, determines to be appropriate, without recourse by the Executive. For purposes of
this Agreement, “Employee Benefit Plan” shall have the meaning ascribed to such term in
Section 3(3) of ERISA, as amended from time to time.



               (e)      Business Expenses. The Company shall pay or reimburse the Executive for all
reasonable business expenses incurred or paid by the Executive in the performance of his duties and
responsibilities hereunder, subject to any maximum annual limit and other restrictions on such
expenses set by the Board and to such reasonable substantiation and documentation as may be
specified by the Company from time to time.



     4.      Termination of Employment and Severance Benefits. The Executive’s employment
hereunder shall terminate under the following circumstances:



               (a)      Death. In the event of the Executive’s death during the term hereof, the
Executive’s employment shall immediately and automatically terminate. In such event, the Company
shall pay to the Executive’s designated beneficiary or, if no beneficiary has been designated by
the Executive in writing, to his estate, (i) any Base Salary earned but not paid during the final
payroll period of the Executive’s employment through the date of termination, (ii) pay for any PTO
earned but not used through the date of termination, and (iii) reimbursement for any business
expenses incurred by the Executive but un-reimbursed on the date of termination, provided that such
expenses and required substantiation and documentation are submitted within sixty (60) days of
termination and that such expenses are reimbursable under Company policy (all of the foregoing,
“Final Compensation”). The Company shall have no further obligation to the Executive
hereunder.



               (b)      Disability.




                    (i)      The Company may terminate the Executive’s employment hereunder, upon notice to the
Executive, in the event that the Executive becomes disabled during his employment hereunder
through any illness, injury, accident or condition of either a physical or psychological
nature and, as a result, is unable to perform substantially all of his duties and
responsibilities hereunder, notwithstanding the provision of any reasonable accommodation,
for more than ninety (90) days during any period of twelve (12) consecutive calendar months.
In the event of such termination, the Company shall have no further obligation to the
Executive, other than for payment of Final Compensation.




                    (ii)     The Board may designate another employee to act in the Executive’s place during
any period of the Executive’s disability. Notwithstanding any such designation, the
Executive shall continue to receive the Base Salary in accordance with Section 3(a) and
benefits in accordance with Section 3(e), to the extent permitted by



-2-









 







the then-current terms of the applicable benefit plans, until the Executive becomes
eligible for disability income benefits under the Company’s disability income plan or until
the termination of his employment, whichever shall first occur.




          While receiving disability income payments under the Company’s disability income plan,
the Executive shall not be entitled to receive any Base Salary under Section 3(a) hereof,
but shall continue to participate in Company benefit plans in accordance with Section 3(e)
and the terms of such plans, until the termination of his employment.



               (c)      Cause. The Company may terminate the Executive’s employment for Cause at any time
upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The
following acts or omissions, as determined by the Company in its reasonable judgment, shall
constitute Cause for termination:




                    (i)      willful misconduct; gross negligence; theft, fraud or other illegal conduct;




                    (ii)     failure to comply with the Company’s “Drug Free Workplace Policy” (a copy
of which has been provided to the Executive);




                    (iii)    refusal or unwillingness to perform his duties, which refusal or unwillingness,
if susceptible of cure, is not cured within fifteen (15) days of written notice from the
Company;




                    (iv)     substantial and ongoing Harassment;




                    (v)      material insubordination;




                    (vi)     any willful act that is likely to and which does in fact have the effect of
materially injuring the reputation, business or a business relationship of the Company;




                    (vii)    violation of any fiduciary duty to the Company or any of its Affiliates;




                    (viii)   breach of any term of this Agreement, which breach, if susceptible of cure, is
not cured within fifteen (15) days of written notice to the Executive; or




                    (ix)     written or oral statements that have the purpose or effect of materially
disparaging the Company or its officers or directors.




For purposes of this Agreement, “Harassment” includes, but is not limited to, the following
behavior: (i) verbal conduct such as epithets, derogatory jokes or comments, slurs or
unwanted sexual advances, imitations or comments; (ii) visual conduct such as derogatory
and/or sexually oriented posters, photography, cartoons, drawings or gestures; (iii)
physical conduct such as assault, unwanted touching, or blocking normal movement or
interfering with work because of sex, race or any other protected basis; and (iv)



-3-









 







threats, demands to submit to sexual requests as a condition of continued employment or to
avoid some other loss, or offers of employment benefits in return for sexual favors.



               (d)      By the Company Other than for Cause. The Company may terminate the Executive’s
employment hereunder other than for Cause at any time upon thirty (30) days’ notice to the
Executive, provided that the Company may in its discretion relieve the Executive of all duties and
responsibilities during such thirty day period. In the event of such termination, in addition to
Final Compensation and provided that no benefits are payable to the Executive under a separate
severance agreement as a result of such termination, then until the conclusion of a period of six
(6) months following the date of termination, the Company shall continue to pay the Executive the
Base Salary at the rate in effect on the date of termination. Any obligation of the Company to the
Executive hereunder, other than for Final Compensation, is conditioned, however, on the Executive
signing and return of a timely and effective release of claims in the form attached to this
Agreement as Exhibit A (the “Employee Release”) and delivering it to the Company
within thirty (30) calendar days of the date his employment terminates. Severance Pay to which the
Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of
the Company, with the first payment, which shall be retroactive to the day immediately following
the date the Executive’s employment terminated, being due and payable on the Company’s next regular
payday for executives that follows the expiration of thirty (30) calendar days from the date the
Executive’s employment terminates. The Release of Claims required for separation benefits in
accordance with this Section 4(d) creates legally binding obligations on the part of the Executive
and the Company and its Affiliates therefore advise the Executive to seek the advice of an attorney
before signing it.



               (e)      By the Executive. The Executive may terminate his employment hereunder at any
time upon thirty (30) days’ notice to the Company, unless such termination would violate any
obligation of the Executive to the Company under a separate severance agreement. In the event of
termination of the Executive pursuant to this Section 4(e), the Company may elect to waive the
period of notice, or any portion thereof, and, if the Company so elects, the Company will pay the
Executive his Base Salary for the initial thirty (30) days of the notice period (or for any
remaining portion of such period). The Company shall have no further obligation to the Executive,
other than for any Final Compensation due to him.



               (f)      Timing of Payments. If at the time of the Executive’s separation from service, the
Executive is a “specified employee,” as hereinafter defined, any and all amounts payable under this
Section 4 in connection with such separation from service that constitute deferred compensation
subject to Section 409A of the Internal Revenue Code of 1986, as amended, (“Section 409A”),
as determined by the Company in its sole discretion, and that would (but for this sentence) be
payable within six months following such separation from service, shall instead be paid on the date
that follows the date of such separation from service by six (6) months. For purposes of the
preceding sentence, “separation from service” shall be determined in a manner consistent with
subsection (a)(2)(A)(i) of Section 409A and the term “specified employee” shall mean an individual
determined by the Company to be a specified employee as defined in subsection (a)(2)(B)(i) of
Section 409A.



     5.      Effect of Termination. The provisions of this Section 5 shall apply to any
termination, pursuant to Section 4 or otherwise.



-4-









 





               (a)      Payment by the Company of any Base Salary that may be due the Executive in each case under
the applicable termination provision of Section 4 shall constitute the entire obligation of the
Company to the Executive hereunder.



               (b)      Except for any right of the Executive to continue medical and dental plan participation in
accordance with applicable law, benefits shall terminate pursuant to the terms of the applicable
benefit plans based on the date of termination of the Executive’s employment without regard to any
continuation of Base Salary or other payment to the Executive following such date of termination.



               (c)      Provisions of this Agreement shall survive any termination if so provided herein or if
necessary or desirable to accomplish the purposes of other surviving provisions, including without
limitation the obligations of the Executive under Sections 6, 7 and 8 hereof. The obligation of
the Company to make payments to or on behalf of the Executive under Section 4(d) hereof is
expressly conditioned upon the Executive’s continued full performance of obligations under Sections
6, 7 and 8 hereof. The Executive recognizes that, except as expressly provided in Section 4(d), no
compensation is earned after termination of employment.



     6.      Confidential Information.



               (a)      The Executive acknowledges that the Company and its Affiliates continually develop
Confidential Information, that the Executive may develop Confidential Information for the Company
or its Affiliates and that the Executive may learn of Confidential Information during the course of
employment. The Executive also acknowledges that he has developed and learned Confidential
Information during his employment by the Company prior to this Agreement. The Executive will
comply with the policies and procedures of the Company and its Affiliates for protecting
Confidential Information and shall not disclose to any Person or use, other than as required by
applicable law or for the proper performance of his duties and responsibilities to the Company and
its Affiliates, any Confidential Information obtained by the Executive incident to his employment
or other association with the Company or any of its Affiliates. The Executive understands that
this restriction shall continue to apply after his employment terminates, regardless of the reason
for such termination. The confidentiality obligation under this Section 6 shall not apply to
information which is generally known or readily available to the public at the time of disclosure
or becomes generally known through no wrongful act on the part of the Executive or any other Person
having an obligation of confidentiality to the Company or any of its Affiliates.



               (b)      All documents, records, tapes and other media of every kind and description relating to
the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in
part, thereof (the “Documents”), whether or not prepared by the Executive, shall be the
sole and exclusive property of the Company and its Affiliates. The Executive shall safeguard all
Documents and shall surrender to the Company at the time his employment terminates, or at such
earlier time or times as the Board or its designee may specify, all Documents then in the
Executive’s possession or control.



     7.      Assignment of Rights to Intellectual Property. The Executive shall promptly and
fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees



-5-









 







to assign to the Company (or as otherwise directed by the Company) the Executive’s full right,
title and interest in and to all Intellectual Property. The Executive agrees to execute any and
all applications for domestic and foreign patents, copyrights or other proprietary rights and to do
such other acts (including without limitation the execution and delivery of instruments of further
assurance or confirmation) requested by the Company to assign the Intellectual Property to the
Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to
the Intellectual Property. The Executive will not charge the Company for time spent in complying
with these obligations. All copyrightable works that the Executive creates shall be considered
“work made for hire” and shall, upon creation, be owned exclusively by the Company.



     8.      Restricted Activities. The Executive agrees that some restrictions on his
activities during and after his employment are necessary to protect the goodwill, Confidential
Information and other legitimate interests of the Company and its Affiliates:



               (a)      While the Executive is employed by the Company and for twelve (12) months after his
employment terminates, the Executive shall not, directly or indirectly, whether as owner, partner,
investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of
its Affiliates within any market where the Company does business or undertake any planning for any
business competitive with the Company or any of its Affiliates. Specifically, but without limiting
the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or
indirectly competitive or potentially competitive with the business of the Company or any of its
Affiliates as conducted or under consideration at any time during the Executive’s employment and
further agrees not to work or provide services, in any capacity, whether as an employee,
independent contractor or otherwise, whether with or without compensation, to any Person who is
engaged in any business that is competitive with the business of the Company or any of its
Affiliates for which the Executive has provided services, as conducted or in planning during his
employment. For the purposes of this Section 8, the business of the Company and its Affiliates
shall include all Products and the Executive’s undertaking shall encompass all items, products and
services that may be used in substitution for Products. The foregoing, however, shall not prevent
the Executive’s passive ownership of two percent (2%) or less of the equity securities of any
publicly traded company.



               (b)      The Executive agrees that, during his employment with the Company, he will not undertake
any outside activity, whether or not competitive with the business of the Company or its
Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with
his duties and obligations to the Company or any of its Affiliates.



               (c)      The Executive agrees that, during his employment and during the twelve (12) month period
immediately following termination of his employment, the Executive will not directly or indirectly
(a) solicit or encourage any customer of the Company or any of its Affiliates to terminate or
diminish its relationship with them; or (b) seek to persuade any such customer or prospective
customer of the Company or any of its Affiliates to conduct with anyone else any business or
activity which such customer or prospective customer conducts or could conduct with the Company or
any of its Affiliates; provided that these restrictions shall apply (y) only with respect to those
Persons who are or have been a customer of the Company or any of its Affiliates at any time within
the immediately preceding two (2) year period or whose business



-6-









 







has been solicited on behalf of the Company or any of the Affiliates by any of their officers,
employees or agents within said two (2) year period, other than by form letter, blanket mailing or
published advertisement, and (z) only if the Executive has performed work for such Person during
his employment with the Company or one of its Affiliates or been introduced to, or otherwise had
contact with, such Person as a result of his employment or other associations with the Company or
one of its Affiliates or has had access to Confidential Information which would assist in the
Executive’s solicitation of such Person.



               (d)      The Executive agrees that during his employment and for the twelve (12) month period
immediately following termination of his employment, the Executive will not, and will not assist
any other Person to, (a) hire or solicit for hiring any employee of the Company or any of its
Affiliates or seek to persuade any employee of the Company or any of its Affiliates to discontinue
employment or (b) solicit or encourage any independent contractor providing services to the Company
or any of its Affiliates to terminate or diminish its relationship with them. For the purposes of
this Agreement, an “employee” of the Company or any of its Affiliates is any person who was such at
any time within the preceding two years.



     9.      Enforcement of Covenants. The Executive acknowledges that he has carefully read
and considered all the terms and conditions of this Agreement, including the restraints imposed
upon him pursuant to Sections 6, 7 and 8 hereof. The Executive agrees without reservation that
each of the restraints contained herein is necessary for the reasonable and proper protection of
the goodwill, Confidential Information and other legitimate interests of the Company and its
Affiliates; that each and every one of those restraints is reasonable in respect to subject matter,
length of time and geographic area; and that these restraints, individually or in the aggregate,
will not prevent [him] from obtaining other suitable employment during the period in which the
Executive is bound by these restraints. The Executive further agrees that he will never assert, or
permit to be asserted on his behalf, in any forum, any position contrary to the foregoing. The
Executive further acknowledges that, were he to breach any of the covenants contained in Sections
6, 7 or 8 hereof, the damage to the Company would be irreparable. The Executive therefore agrees
that the Company, in addition to any other remedies available to it, shall be entitled to
preliminary and permanent injunctive relief against any breach or threatened breach by the
Executive of any of said covenants, without having to post bond and shall be entitled to recover
its reasonable attorneys’ fees and costs incurred in securing such relief. The parties further
agree that, in the event that any provision of Sections 6, 7 or 8 hereof shall be determined by any
court of competent jurisdiction to be unenforceable by reason of its being extended over too great
a time, too large a geographic area or too great a range of activities, such provision shall be
deemed to be modified to permit its enforcement to the maximum extent permitted by law. The
parties also agree that the periods of time set forth in Sections 8(a), 8(c) and 8(d) shall be
tolled, and shall not run, during any period the Executive is in breach of the covenants contained
therein so that the Company may enjoy the full protection of such covenants.



     10.    Conflicting Agreements. The Executive hereby represents and warrants that the
execution of this Agreement and the performance of his obligations hereunder will not breach or be
in conflict with any other agreement to which the Executive is a party or is bound and that the
Executive is not now subject to any covenants against competition or similar covenants or any court
order or other legal obligation that would affect the performance of his obligations



-7-









 







hereunder. The Executive will not disclose to or use on behalf of the Company any proprietary
information of a third party without such party’s consent.



     11.    Indemnification. The Company shall indemnify the Executive to the extent provided
in its then current Articles or By-Laws. The Executive agrees to promptly notify the Company of
any actual or threatened claim arising out of or as a result of his employment with the Company.



     12.    Definitions. Words or phrases which are initially capitalized or are within
quotation marks shall have the meanings provided in this Section and as provided elsewhere herein.
For purposes of this Agreement, the following definitions apply:



               (a)      “Affiliates” means all persons and entities directly or indirectly controlling, controlled
by or under common control with the Company, where control may be by management authority, contract
or equity interest.



               (b)      “Confidential Information” means any and all information of the Company and its Affiliates
that is not generally known by those with whom the Company or any of its Affiliates competes or
does business, or with whom the Company or any of its Affiliates plans to compete or do business
and any and all information, publicly known in whole or in part or not, which, if disclosed by the
Company or any of its Affiliates would assist in competition against them. Confidential
Information includes without limitation such information relating to (i) the development, research,
testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii)
the Products, (iii) the costs, sources of supply, financial performance and strategic plans of the
Company and its Affiliates, (iv) the identity and special needs of the customers of the Company and
its Affiliates and (v) the people and organizations with whom the Company and its Affiliates have
business relationships and the nature and substance of those relationships. Confidential
Information also includes any information that the Company or any of its Affiliates has received,
or may receive hereafter, belonging to customers or others with any understanding, express or
implied, that the information would not be disclosed.



               (c)      “Intellectual Property” means inventions, discoveries, developments, methods, processes,
compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting
trade secrets) conceived, made, created, developed or reduced to practice by the Executive (whether
alone or with others, whether or not during normal business hours or on or off Company premises)
during the Executive’s employment that relate to either the Products or any prospective activity of
the Company or any of its Affiliates or that make use of Confidential Information or any of the
equipment or facilities of the Company or any of its Affiliates.



               (d)      “Person” means an individual, a corporation, a limited liability company, an association,
a partnership, an estate, a trust and any other entity or organization, other than the Company or
any of its Affiliates.



               (e)      “Products” mean all products planned, researched, developed, tested, manufactured, sold,
licensed, leased or otherwise distributed or put into use by the Company or



-8-









 







any of its Affiliates, together with all services provided or planned by the Company or any of
its Affiliates, during the Executive’s employment.



     13.      Withholding. All payments made by the Company under this Agreement shall be
reduced by any tax or other amounts required to be withheld by the Company under applicable law.



     14.      Assignment. Neither the Company nor the Executive may make any assignment of this
Agreement or any interest herein, by operation of law or otherwise, without the prior written
consent of the other; provided, however, that the Company may assign its rights and obligations
under this Agreement without the consent of the Executive in the event that the Executive is
transferred to a position with any of the Affiliates or in the event that the Company shall
hereafter effect a reorganization, consolidate with, or merge into, any Person or transfer all or
substantially all of its properties or assets to any Person. This Agreement shall inure to the
benefit of and be binding upon the Company and the Executive, their respective successors,
executors, administrators, heirs and permitted assigns.



     15.      Severability. If any portion or provision of this Agreement shall to any extent
be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of
this Agreement, or the application of such portion or provision in circumstances other than those
as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.



     16.      Waiver. No waiver of any provision hereof shall be effective unless made in
writing and signed by the waiving party. The failure of either party to require the performance of
any term or obligation of this Agreement, or the waiver by either party of any breach of this
Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a
waiver of any subsequent breach.



     17.      Notices. Any and all notices, requests, demands and other communications provided
for by this Agreement shall be in writing and shall be effective when delivered in person,
consigned to a reputable national courier service or deposited in the United States mail, postage
prepaid, registered or certified, and addressed to the Executive at his last known address on the
books of the Company or, in the case of the Company, at its principal place of business, attention
of the Chief Executive Officer, or to such other address as either party may specify by notice to
the other actually received.



     18.      Entire Agreement. This Agreement constitutes the entire agreement between the
parties and supersedes all prior communications, agreements and understandings, written or oral,
with respect to the terms and conditions of the Executive’s employment excepting only the
Executive’s existing obligations concerning Confidential Information and Intellectual Property
which continue in effect.



     19.      Amendment. This Agreement may be amended or modified only by a written instrument
signed by the Executive and by a expressly authorized representative of the Company.



-9-









 





     20.      Headings. The headings and captions in this Agreement are for convenience only
and in no way define or describe the scope or content of any provision of this Agreement.



     21.      Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be an original and all of which together shall constitute one and the same instrument.



     22.      Arbitration. Any controversy arising out of or relating to this Agreement, its
enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in
connection with any of its provisions, or any other controversy arising out of Employee’s
employment, including, but not limited to, any state or federal statutory claims, shall be
submitted to arbitration in Boston, Massachusetts, before a sole arbitrator selected from Judicial
Arbitration and Mediation Services, Inc., Boston, Massachusetts, or its successor (“JAMS”),
or if JAMS is no longer able to supply the arbitrator, such arbitrator shall be selected from the
American Arbitration Association, and shall be the exclusive forum for the resolution of such
dispute; provided, however, that provisional injunctive relief may, but need not, be sought by
either party to this Agreement 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. Final resolution of any dispute through arbitration may
include any remedy or relief which the Arbitrator deems just and equitable, including any and all
remedies provided by applicable state or federal statutes. At the conclusion of the arbitration,
the Arbitrator shall issue a written decision that sets forth the essential findings and
conclusions upon which the Arbitrator’s award or decision is based. Any award or relief granted by
the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by
any court of competent 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 this Agreement or Employee’s employment. The parties agree that the Company shall
be responsible for payment of the forum costs of any arbitration hereunder, including the
Arbitrator’s fee. Employee and Company further agree that in any proceeding to enforce the terms
of this Agreement, the prevailing party shall be entitled to its or his reasonable attorneys’ fees
and costs (other than forum costs associated with the arbitration) incurred by it or him in
connection with resolution of the dispute in addition to any other relief granted.



     23.      Governing Law. This is a Massachusetts contract and shall be construed and
enforced under and be governed in all respects by the laws of the Commonwealth of Massachusetts,
without regard to the conflict of laws principles thereof.



[Signature page follows immediately.]




-10-









 








     IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, by
its duly authorized representative, and by the Executive, as of the date first above written.



	 	 	 	 	 	 	 	 	 
	THE EXECUTIVE:

	 	 
	 	 	 	  THE COMPANY
	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	  /s/ Ronald R. Dilling

	 	 	 	By:
	 	  /s/ Susan L.N. Vogt	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	  President and Chief Executive Officer	 	 
	 

	 	 	 	 	 	 	 	 





-11-









 





EXHIBIT A




RELEASE OF CLAIMS




     FOR AND IN CONSIDERATION OF the benefits to be provided me in connection with the termination
of my employment, as set forth in the agreement between me and SeraCare Life Sciences, Inc. (the
“Company”) dated as of February 1, 2008 (the “Agreement”), which are conditioned on
my signing this Release of Claims and to which I am not otherwise entitled, I, on my own behalf and
on behalf of my heirs, executors, administrators, beneficiaries, representatives and assigns, and
all others connected with or claiming through me, hereby release and forever discharge the Company,
its subsidiaries and other affiliates and all of their respective past, present and future
officers, directors, trustees, shareholders, employees, agents, general and limited partners,
members, managers, joint venturers, employee benefit plans, representatives, successors and
assigns, and all others connected with any of them, both individually and in their official
capacities, from any and all causes of action, rights or claims of any type or description, known
or unknown, which I have had in the past, now have, or might now have, through the date of my
signing of this Release of Claims, in any way resulting from, arising out of or connected with my
employment by the Company or any of its subsidiaries or other affiliates or the termination of that
employment or pursuant to any federal, state or local law, regulation or other requirement
(including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, the Americans with Disabilities Act, and the fair employment practices laws of the
state or states in which I have been employed by the Company or any of its subsidiaries or other
affiliates, each as amended from time to time).


Excluded from the scope of this Release of Claims is (i) any claim arising under the terms of the
Agreement after the effective date of this Release of Claims and (ii) any right of indemnification
or contribution that I have pursuant to the Articles of Incorporation or By-Laws of the Company or
any of its subsidiaries or other affiliates.



In signing this Release of Claims, I acknowledge my understanding that I may not sign it prior to
the termination of my employment, but that I may consider the terms of this Release of Claims for
up to twenty-one (21) days (or such longer period as may be required by law to render this Release
of Claims effective) from the later of the date my employment with the Company terminates or the
date I receive this Release of Claims. I also acknowledge that I am advised by the Company and its
subsidiaries and other affiliates to seek the advice of an attorney prior to signing this Release
of Claims; that I have had sufficient time to consider this Release of Claims and to consult with
an attorney, if I wished to do so, or to consult with any other person of my choosing before
signing; and that I am signing this Release of Claims voluntarily and with a full understanding of
its terms.



I further acknowledge that, in signing this Release of Claims, I have not relied on any promises or
representations, express or implied, that are not set forth expressly in the Agreement. I
understand that I may revoke this Release of Claims at any time within seven (7) days of the date
of my signing by written notice to the Chief Executive Officer of the Company and that this Release
of Claims will take effect only upon the expiration of such seven-day revocation period and only if
I have not timely revoked it.




-12-









 




Intending to be legally bound, I have signed this Release of Claims under seal as of the date
written below.




	 	 	 	 	 
	Signature:

	 	 
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Name (please print):

	 	 
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Date Signed:

	 	 
	 	 
	 

	 	 	 	 






-13-