Exhibit
10.17


 





 


1310 Goshen
Parkway


P.O. Box 2656


West Chester,
PA  19380-0906


(610) 431-1700,
www.vwr.com


 


 


February 7, 2005


 


 


George
A. Gunther


957
Burdette Drive


Downingtown,
PA  19335


 


Dear George:


 


As previously discussed
between Walter Zywottek and yourself your assignment with VWR International
will end effective March 11, 2005. 
In recognition of your service, VWR is offering you a severance package
consistent with the terms and conditions of your employment agreement.  We ask in return that you sign the enclosed
Severance Agreement and General Release.


 


Under your Employment
Agreement, you may be eligible to receive severance of up to two years of
salary continuation and target bonus, which equals $803,460.  If you accept VWR’s offer, VWR will pay you
an amount equivalent to 6 times VWR’s monthly contribution to your current
health benefit premium, and will make outplacement services available to you
through Right Associates.  The details of
these and the other elements of the severance package are contained in the
Agreement.


 


You may accept VWR’s
offer by submitting a signed copy of the Agreement to me by the close of
business February 28, 2005.  The
Agreement is very important and we encourage you to use as much of that time as
you need to read it carefully and consult with an attorney before signing
it.  However, the sooner we receive the
signed Agreement, the sooner you will begin receiving your severance payment
and outplacement benefits.


 


Whether you accept or
decline VWR’s severance, VWR will pay your wages and any unused paid time off
accrued through March 11, 2005, as reduced by applicable deductions and in
accordance with VWR’s payroll practices.


 


Please sign one copy of
this letter and return it to me today. 
The original is for you to keep. 
Signing this letter does not mean you have accepted VWR’s severance
offer.  Rather, it is merely confirmation
for our records that you received this letter and the enclosed Agreement.


 





















 


We regret that it has
become necessary for us to part ways and wish you the best of luck in your
future endeavors.


 


	
  Sincerely,

  	
  I received this
  letter and the enclosed

  Severance Agreement and General Release on

  February 7, 2005 

  
	
   

  	
   

  
	
  Charles Canfield

  	
   

  
	
  Senior Vice President

  	
   

  
	
  Global Human Resources

  	
   

  	
   

  
	
   

  	
  George A.
  Gunther

  
	
  Enclosure

  	
   

  



 


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SEVERANCE AGREEMENT AND GENERAL RELEASE


 


THIS SEVERANCE AGREEMENT AND GENERAL RELEASE (“Severance Agreement”) is
made and entered into by and between VWR International, Inc. (“VWR”), and
George A. Gunther (“Mr. Gunther”).


 


WHEREAS, VWR and Mr. Gunther entered into a certain Employment
Agreement dated January 1, 2000 (“Employment Agreement”);


 


WHEREAS, VWR and Mr. Gunther entered into an Amendment to
Employment Agreement dated March 21, 2001 (“Amendment”); and,


 


WHEREAS, VWR and Mr. Gunther wish to conclude their employment
relationship amicably and on mutually satisfactory terms and to settle fully
and finally all claims, disputes, and potential claims and disputes between
them.


 


NOW, THEREFORE, in consideration of the mutual promises contained
herein and intending to be legally bound, VWR and Mr. Gunther AGREE as
follows:


 


1.             Employment End Date.  VWR’s employment of Mr. Gunther shall
conclude permanently and irrevocably effective March 11, 2005.


 


2.             Effective Date.  This Agreement shall become effective and
enforceable, unless sooner revoked pursuant to Paragraph 3, on the eighth day
after Mr. Gunther signs the Agreement. 
Mr. Gunther will cause two masters of this Agreement, bearing his
original signature, to be delivered to VWR at the following:


 


Charles Canfield


Senior Vice
President


Global Human
Resources


VWR International, Inc.


1310 Goshen
Parkway


West Chester,
PA  19380


 


3.             Revocation.  Mr. Gunther may revoke this Agreement if
he delivers written notice of revocation to VWR at the address specified in
Paragraph 2 before 5:00 p.m. on the seventh day after he signs the
Agreement.


 


4.             Outplacement.  Conditioned upon Mr. Gunther signing and
not revoking this Agreement, VWR shall pay on Mr. Gunther’s behalf an
amount not to exceed $21,000 for outplacement services rendered by Right
Associates within one year after the Employment End Date.  Mr. Gunther shall take all steps
necessary for Right Associates to release to VWR information regarding the
services it provides him.


 


5.             COBRA-Cost Assistance.  Conditioned upon Mr. Gunther signing and
not revoking this Agreement, and to defray a portion of the cost of any COBRA
continuation coverage Mr. Gunther may elect, VWR will pay Mr. Gunther
an amount of $5,853.12 which is equal to six (6) times the portion of
monthly premiums VWR actually pays on Mr. Gunther’s 


 


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behalf for coverage under
its health plans.  If at the end of the
initial six (6) month period Mr. Gunther has not secured alternative
employment the COBRA-Cost Assistance will be continued for up to an additional
six (6) month period.


 


6.             Good and Valuable Consideration.  The payments and other
consideration promised in Paragraphs 4, and 5 (collectively “Payment”) are in addition to anything of value Mr. Gunther
is entitled to receive from VWR and are good and valuable consideration for
this Agreement.


 


7.             VWR’s Property.  Mr. Gunther shall on or before March 11,
2005, deliver to VWR any and all VWR’s property in his possession, custody, or
control, including without limitation all credit cards, keys (plant, office,
desk), equipment, files, records, notes, documents (paper or electronic),
memoranda, computer diskettes, computer programs, catalogs, customer lists, and
any other data or information in any form whatever.


 


8.             Cooperation.  In exchange for and in
consideration of the Payment, Mr. Gunther shall make himself reasonably
available, during normal business hours
and at other reasonable times throughout the period during which he receives
Payment installments pursuant to Paragraph 9 of the Amendment, to cooperate
with VWR in the completion of outstanding projects and in facilitating
the orderly transition of responsibilities. 
When cooperating with VWR
pursuant to this Paragraph, Mr. Gunther shall in good faith use his best
efforts to serve VWR’s interests exclusively.


 


9.             Non-Disparagement.  Mr. Gunther shall not communicate or
publish, directly or indirectly, any disparaging comments or information about
VWR or any of its current or former officers, directors, managers, supervisors,
employees, or representatives to any person, corporation, partnership, or any
other entity, including without limitation, any current or former employee,
customer, or pending or prospective customer of VWR.


 


10.           General Release.  In consideration of the Payment and intending
to be legally bound, Mr. Gunther hereby irrevocably and unconditionally
releases and forever discharges VWR and any and all of its parents, subsidiaries,
affiliates, related entities, joint venturers and each of its and their
predecessors, successors, insurers, owners, stockholders, directors, officers,
employees, attorneys, and other agents (“Released Parties”) of and from any and all rights, obligations,
promises, agreements, debts, losses, controversies, claims, causes of action,
liabilities, damages, and expenses, including without limitation attorneys’
fees and costs, of any nature whatsoever, whether known or unknown, asserted or
unasserted, which he ever had, now has, or hereafter may have against the
Released Parties, or any of them, that arose at any time before or upon his
signing this Agreement, including without limitation the right to take
discovery with respect to any matter, transaction, or occurrence existing or
happening at any time before or upon his signing this Agreement and any and all
claims arising under any oral or written contract, agreement or understanding
(except this Agreement), any common-law principle of any jurisdiction, any
federal, state or local statute or ordinance, with all amendments thereto,
including without limitation the Civil Rights Acts of 1866, 1871, 1964, and
1991, the Equal Pay Act, the Age Discrimination in Employment Act of 1967, the Employee Retirement Income Security Act of
1974, the Americans With Disabilities Act of 1990, the Family and 


 


 


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Medical Leave Act of 1993,
the Pennsylvania Human Relations Act, and any other employee-protective law of
any jurisdiction that may apply.


 


11.           No Right to Relief.  Mr. Gunther shall have no right to
obtain or receive any money damages, injunctive, or other relief through any
lawsuit, complaint, action or proceeding commenced or maintained in any court,
agency, or other forum by him or by any person or entity on his behalf with
respect to any act, omission, claim or other matter that is covered by
Paragraph 10 of this Agreement.


 


12.           Confidentiality.  Mr. Gunther agrees that, except in an
action for breach of this Agreement, the terms of this Agreement shall not be
disclosed or introduced or used in any future proceedings.  Mr. Gunther agrees that he shall keep
the terms of this Agreement STRICTLY CONFIDENTIAL and that he shall not
disclose them to any person other than his immediate family and his current or
future attorneys, accountants or tax advisors, each of whom shall agree before
any such disclosure to be bound by this confidentiality provision.


 


13.           Confidential Information. 
Mr. Gunther acknowledges that he has had and will continue to have
access to trade secrets and other proprietary, confidential information of VWR,
its affiliates, and its and their subsidiaries and customers, including
information about employees, developments, business plans, costs, customers,
profits, markets, sales, products, services, strategies, marketing and other
information not available to the public or in the public domain (hereinafter
referred to as “Confidential Information”). 
In recognition of the foregoing, Mr. Gunther covenants and agrees
that he will keep secret all Confidential Information and will not, directly or
indirectly, either during his employment or at any time thereafter, disclose or
disseminate to anyone or make use of, for any purpose whatsoever, except as
required by his duties to VWR, any Confidential Information.  The term “Confidential Information” shall not
include information that can be demonstrated to be generally known in the
industry or to the public other than through breach of Mr. Gunther’
obligations to VWR.  Nothing in this
provision shall diminish in any way Mr. Gunther’s continuing obligations
under the Employment Agreement, including without limitation Sections 10, 11,
12, 13, 14, 16, and 17, and the Amendment, including without limitation Section 9.


 


14.           Good Faith Settlement.  This Agreement constitutes the good faith
compromise and settlement of all claims and potential claims Mr. Gunther
has against any one or more of the Released Parties and is not and shall not be
construed as an admission of any wrongful or unlawful act against Mr. Gunther
or that the conclusion of Mr. Gunther’s employment was in any way wrongful
or unlawful.


 


15.           Knowing and Voluntary Agreement.  Mr. Gunther acknowledges
that he received this Agreement on February 7, 2005; that VWR advised him
in writing, by this Paragraph and otherwise, to consult with an attorney before
signing this Agreement; that VWR provided his with no less than 21 days within
which to consider this Agreement before signing it; that VWR provided his with
no less than seven days within which to revoke this Agreement after signing it;
that Mr. Gunther carefully read and fully understands all of the
provisions and effects of this Agreement; that Mr. Gunther is entering
into this Agreement voluntarily and free of coercion and duress; and that
neither VWR nor any of its agents or attorneys made any representations or
promises concerning the terms or effects of this Agreement.


 


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16.           Governing Law.  This Agreement shall in all respects be
interpreted, enforced, and governed under the laws of the Commonwealth of
Pennsylvania, without reference to the principles of conflicts of law otherwise
applicable therein.


 


17.           Construction.  Each Party to this Agreement had full
opportunity to negotiate all terms and language of this Agreement and this
Agreement and all of its terms shall be construed as if drawn by both parties
and not against either as the drafter.


 


18.           Entire Agreement.  This Agreement, the Employment Agreement, and
the Amendment together set forth the entire agreement between the Parties and
fully supersede any and all other written or oral contracts, agreements or
understandings between the parties pertaining to the subject matter hereof.  Notwithstanding anything herein to the
contrary, Mr. Gunther specifically reaffirms his continuing obligations
under the Employment Agreement, including without limitation Sections
10, 11, 12, 13, 14, 16, and 17, and the Amendment, including without limitation
Section 9.


 


19.           Severability.  If a court of competent jurisdiction
adjudicates any covenant or obligation under this Agreement void or
unenforceable in whole or in part, then the parties intend that the court
modify such provision only to the extent necessary to render the covenant or
obligation enforceable as modified or, if the covenant or obligation cannot be
so modified, the parties intend that the court sever such covenant or
obligation and that the remainder of this Agreement, and all remaining
covenants, obligations and provisions, as so modified, shall remain valid,
enforceable, and in full force and effect.


 


BY SIGNING THIS AGREEMENT, GEORGE A. GUNTHER ACKNOWLEDGES THAT HE DOES
SO VOLUNTARILY AFTER CAREFULLY READING AND FULLY UNDERSTANDING EACH PROVISION
AND ALL OF THE EFFECTS OF THIS AGREEMENT, WHICH INCLUDES A RELEASE OF KNOWN AND
UNKNOWN CLAIMS AND RESTRICTS FUTURE LEGAL ACTION AGAINST VWR INTERNATIONAL,
INC. AND OTHER RELEASED PARTIES.


 


IN WITNESS WHEREOF, and
intending to be legally bound hereby, the parties have executed this Severance
Agreement and General Release.


 


	
   

  	
  VWR INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /

  	
   

  	
  By:

  	
   

  	
   /

  	
   

  
	
  George A. Gunther

  	
  /Date

  	
   

  	
   

  	
  Charles Canfield

  	
   /Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Global Human Resources

  	
   

  	
   

  



 


 


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