Exhibit 10.9
 
 
 
    VWR
 Position:
    
    Senior Vice President & President, Asia-Pacific.Base Salary:
    
    HK$2,730,000 per year, payable in monthly installments,
on 12-month per year basis, on VWRs regular payroll
dates. (The above amount is quoted on an annual basis
for convenience only and does not imply employment for a
specific term, nor alter the at will status of your
employment.)Annual Bonus:
    
    You will be eligible to participate in VWRs Management
Incentive Program (MIP) with a target bonus of 75% of
base salary or HK$2,050,000 at target, prorated from
hire date. Bonus achievement is based on the successful
achievement of established annual objectives.

For the 2008 performance year, your bonus will be
guaranteed at HK$1,171,875. This amount will be paid at
the completion of the performance year consistent with
all other payments in the Management Incentive Program,
tentatively expected to be March 2009.Hiring
Incentive:
    
    In an effort to incent you to join VWR as well as to
offset any loss of earned or unearned equity
opportunities, VWR will offer you a one -time hiring
incentive in the amount of HK$1,953,125. This amount
will be gross of any required taxes in your home
location.Office
Location:
    
    Your office will be located in Shanghai, China.




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International
Assignment:
    
    You will be employed by VWR International, LLC and, as
your home country is Hong Kong you will be placed on
assignment with VWR for a period of three (3) years.
Your assignment would commence upon your projected start
date of August 18, 2008 and continue through September
30, 2011.Relocation:
    
    VWR will cover the cost for shipment of household goods
and airline transportation for you and your family to
your host location. In addition, we will provide you
one month of your base salary to cover any settling-in
or incidental costs associated with your move.Housing:
    
    You will be eligible to receive a housing allowance in
the amount of RMB 70,000 per month or RMB 840,000
annually.
 Tax Status:
    
    While on assignment in Shanghai, China from October 1, 2008 through September
30, 2011, VWR will pay for your PRC individual income tax on the compensation paid or payable
to you hereunder provided that, you will be responsible for a hypothetical tax which is the
equivalent of the amount of Hong Kong salaries tax attributable to the compensation paid or
payable by VWR to you had you been employed by an employer which is a Hong Kong-registered
company and remained in Hong Kong for the relevant taxation period. You agree that VWR may
deduct such hypothetical tax from amounts payable to you.Assignment related costs, allowances and benefits including the employer
contribution to your voluntary retirement plan would not be considered
taxable. Any taxes due in relation to these benefits would be grossed-up.Currency:
    
    Regular salary and bonus payments will be made in Hong Kong dollars. Any direct
assignment related costs or allowances will be paid in Chinese RMB.Home Leave:
    
    VWR will provide airfare for you and your family
for travel between Shanghai and Hong Kong, once annually for home leaves
travel. In addition necessary hotel accommodations for 1 week per year will
also be provided. The maximum reimbursement for home travel is RMB 42,000 per
year.Transportation:
    
    VWR will provide a transportation allowance in the
amount of RMB 245,000 per year.Utilities:
    
    VWR will provide a utility expense allowance in the
amount of RMB 105,000 per year.
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Tuition:
    
    For the duration of your assignment VWR will pay the
direct costs for formal schooling for your two (2)
children at The American School in Shanghai, China.Equity Program:
    
    You will be eligible to participate
in the Varietal Distribution
Holdings, LLC (VWR holding company)
equity program. This is a one-time
offer with an opportunity to
participate at up to a US$1,000,000
investment level (US$250,000
minimum). The details of this
investment opportunity will be
provided in, and will be subject to
the attached Securities Purchase
Plan and separate documentation.Vacation & Benefits:
    
    You will be entitled to five weeks
of vacation annually. You will also
have the ability to participate in
all health & welfare programs
offered to other Associates in
Shanghai, China unless previously
outlined in this letter. You will
have the ability to participate in
Medical and Insurance plans provided
to international assignees.Retirement Contribution:
    
    VWR will provide a voluntary
contribution in the amount of 15% of
your base salary toward your Hong
Kong voluntary retirement plan.
If possible, VWR will make this
contribution on a pre-tax basis
directly to your plan. Otherwise,
we will make the payment to you
directly.Tax and Financial
Services:
    
    VWR will identify a professional
financial tax advisor to assist you
with planning, preparation and
filing of your taxes.In the event your assignment is
discontinued or your employment with
VWR terminates for any reason, we
would expect you to fully cooperate
with VWR and its agents to resolve
any outstanding tax related filings
or matters.Repayment
Agreement:
    
    In the event that you terminate your
employment with VWR voluntarily
prior to eighteen (18) months from
your start date of August 18, 2008.
You would be responsible to repay
VWR the amount of US$336,000.
Except for Good Reason (as defined
on Annex 1), you may resign from
your position by providing three (3)
months prior written notice to VWR,
unless otherwise consented by VWR.In the event that VWR involuntarily
terminates your assignment for any
reason other than Cause, then VWR
will continue any and all assignment
related benefits for a period of six
(6) months following the date of
your separation.
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Severance/Restrictive Covenants:
    
    If your employment with VWR and its
affiliates is terminated (i) by VWR
or its affiliates without Cause (as
defined on Annex 1) or (ii) by you
for Good Reason (as defined on Annex
1), you will be entitled to receive
(A) an aggregate amount equal to one
and a half times the sum of your
base salary then in effect and your
target bonus for the year in which
such termination occurs, payable in
equal installments on VWRs regular
payroll dates during a period of
twelve months after such termination
and (B) continued health benefits
for a period of twelve months after
such termination. These payments
(i) would be subject to your
execution of a general release in
the form attached hereto as Annex 2,
(ii) shall be in lieu of any other
severance payments you are entitled
to under any agreements or plans and
(iii) shall be reduced to the extent
you are entitled to any similar
severance payments or health
benefits from VWR under applicable
law so as not to be duplicative with
such legally required payments or
benefits. You agree to be subject
to those restrictions set forth on
Annex 1 attached hereto, which are a
part of this letter agreement (the
Employee Covenants).If your employment with VWR and its
affiliates is terminated by VWR or
its affiliates by reason of your
Disability (as defined on Annex 1),
you will be entitled to receive a
lump sum payment as soon as
practicable following such
termination in an amount equal to
the target amount of your bonus for
the year in which such termination
occurs, prorated for the portion of
such year during which you were
employed with VWR. In addition, you
shall be entitled to receive
payments of your base salary until
payments to you under VWRs
long-term disability plan commence
but in any event for a period not to
exceed 18 months from the date of
your termination.If your employment with VWR and its
affiliates is terminated by reason
of your death, your beneficiary or
estate, as applicable, will be
entitled to receive a lump sum
payment as soon as practicable
following your death in an amount
equal to the target amount of your
bonus for the year in which such
termination occurs, prorated for the
portion of such year during which
you were employed with VWR.You shall be under no obligation to
seek other employment for any reason
or to mitigate any severance
payments following a termination of
your employment with VWR and its
affiliates for any reason. In
addition, there shall be no offset
against amounts due to you upon
termination of your employment with
VWR and its affiliates on account of
any compensation attributable to any
employment subsequent to your
employment with VWR and its
affiliates. Either you or VWR may
terminate your employment with VWR
and its affiliates at any time.
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Except as provided above in this
Severance/Restrictive Covenants
section, you shall not be entitled
to any other salary, compensation or
benefits from VWR or its affiliates
after termination of your employment
with VWR or its affiliates, except
as otherwise specifically provided
for in VWRs or its affiliates
employee benefit plans or as
otherwise expressly required by
applicable law.Legal Fees:
    
    In the event of a contest between
you and VWR or its subsidiaries or
affiliates regarding a breach or
alleged breach of this Agreement in
which you substantially prevail,
then VWR agrees to pay (within ten
business days of receipt of an
invoice from you), all reasonable
legal fees and expenses that you
have incurred as a result of such
contest.Personal Services Agreement:
    
    On the date hereof, you agree to
enter into a Personal Services,
Confidentiality and Inventions
Agreement with VWR, in the form
attached hereto as Exhibit A.Entire Agreement:
    
    This letter agreement, (including
any Annexes attached hereto) and the
Personal Services, Confidentiality
and Inventions Agreement referenced
above set forth the entire
understanding between you and VWR
and/or its affiliates with respect
to the subject matter hereof and
thereof, and supersede and preempt
all prior oral or written
understandings and agreements with
respect to the subject matter hereof
and thereof between you and VWR
and/or any of its affiliates, which
shall terminate and be of no further
effect upon the execution of this
letter agreement.Governing Law:
    
    This letter agreement and the
Personal Services, Confidentiality
and Inventions Agreement referenced
above, shall be governed by, and
construed in accordance with, the
laws of the State of Pennsylvania,
without giving effect to any choice
of law or conflict of law rules or
provisions (whether of the State of
Pennsylvania or any other
jurisdiction) that would cause the
application of the laws of any
jurisdiction other than the State of
Pennsylvania.Consent to Jurisdiction:
    
    You hereby irrevocably submit to the
nonexclusive jurisdiction of the
United States District Court for the
Eastern District of Pennsylvania and
the state courts of the State of
Pennsylvania for the purposes of any
suit, action or other proceeding
arising out of this letter agreement
(including the Personal Services,
Confidentiality and Inventions
Agreement referenced above) or any
transaction contemplated hereby.
You further agree that service of
any process, summons, notice or
document by certified or registered
mail to your address as listed above
or such other address or to the
attention of such other person as
you have specified by prior written
notice to VWR shall be effective
service of process in any action,
suit or proceeding in the State of
Pennsylvania with respect to any
matters to which you have submitted
to jurisdiction as set forth above
in the immediately preceding
sentence. You irrevocably and
unconditionally waive any objection
to the laying of venue of any
action, suit or proceeding arising
out of this letter agreement
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(including the Personal Services,
Confidentiality and Inventions
Agreement referenced above) or the
transactions contemplated hereby in
the United States District Court for
the Eastern District of Pennsylvania
or the state courts of the State of
Pennsylvania and hereby irrevocably
and unconditionally waive and agree
not to plead or claim in any such
court that any such action, suit or
proceeding brought in such court has
been brought in an inconvenient
forum.
   /s/ John M. Ballbach
 Accepted:
    
    /s/ Wu Ming KeiEddy Ming Kei WuJune 20, 2008
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Exhibit A  Personal Services, Confidentiality and Inventions Agreement




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PERSONAL SERVICES, CONFIDENTIALITY AND INVENTIONS AGREEMENT
 Agreement VWR Executive I
   1.
    
    Compensation and Benefits.Executive shall be entitled to a salary, annual bonus and other
monetary compensation, which shall be established by VWR at the inception of employment, and
may be periodically thereafter adjusted for increase only. Executive shall also be entitled
to participate in various VWR employee benefit plans (for example, health insurance,
retirement, and the like), in accordance with the participation requirements of said plans,
and nothing contained herein shall confer benefit eligibility which is in any manner
inconsistent with the terms of the benefit plans.
 2.
    
    Executives General Obligations; Conflicts of Interest.During my employment with VWR, I
agree to devote substantially all my working time during normal business hours to VWR. During
my employment with VWR, I agree to use my best efforts to perform the duties associated with
my position and title with VWR as VWR may direct, not to engage in any other business or
activity the nature of which shall be determined by VWR to be competitive with VWR, its
suppliers or its customers and to comply with any Conflict of Interest Policy of VWR;
provided that, with the approval of VWR, which such approval shall not be unreasonably
delayed or withheld, I may serve on the board of directors of one public company. I further
agree to conform to all VWR policies, practices, and procedures, to the extent such policies,
practices and procedures have been provided to me in writing, as well as lawful directions of
VWR and/or its affiliates as to performance of services for VWR, to the extent that the same
are consistent with my position and title with VWR.
 3.
    
    No Existing Restrictive Agreements.I represent that I am not a party to any contract
limiting my present or future right to work for VWR or to perform such activities as shall be
required from time to time by VWR.
 4.
    
    Prior Employer Information.I agree that I will not use improperly or disclose any
confidential or proprietary information or trade secrets of my former or current employers,
principals, partners, co-venturers, customers, or suppliers, or the vendors or customers of
such persons or entities, and I will not violate any nondisclosure or proprietary rights
agreement I might have signed in connection with any such employer, person or entity.




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5.
    
    Non-Disclosure of Information.I recognize that, in the performance of my duties with VWR,
Confidential Information belonging to VWR will come into my possession, including, without
limitation, information regarding business methods, plan, systems, customer lists and customer
relations, vendor lists and vendor relations, cost and pricing information, distribution and
logistical information, and other information relating to the business of VWR that is not
known to the general public. I recognize that the business of VWR is materially dependent
upon the relationship between VWR and its customers who are serviced by its associates and
that VWR has and will entrust me with Confidential Information, that must remain the property
of VWR. As used in this Agreement, Confidential Information shall mean the trade
secrets, technical and non-technical know-how, technical and business knowledge and
information, plans and systems, business methods, customer lists and customer relations of
VWR, including but not limited to research, development, manufacturing, purchasing,
accounting, data processing, engineering, marketing, merchandising, selling and invoicing,
which information is acquired from or through VWR during the course of my employment by VWR.
Confidential Information shall not include any information that is or becomes
publicly known or that enters the public domain other than as a result of my breach of my
obligations under this Agreement or any other agreement between me and VWR or its affiliates.
I agree that I will not at any time hereafter disclose Confidential Information to third
parties or use Confidential Information for any purpose other than to further VWRs business,
except as is required by law, any court of competent jurisdiction or any governmental agency
or authority or recognized subpoena power.
 6.
    
    Assignment of Inventions.I will make prompt and full disclosure to VWR, will hold in trust
for the sole benefit of VWR, and will assign, exclusively to VWR all my right, title, and
interest in and to any and all inventions, discoveries, designs, developments, improvements,
copyrightable material, and trade secrets (collectively herein Inventions) that I,
solely or jointly, may conceive, develop, or reduce to practice during the period of time I am
in the employ of VWR. I hereby waive and quitclaim to VWR any and all claims of any nature
whatsoever that I now or hereafter may have for infringement of any patent resulting from any
patent applications for any Inventions so assigned to VWR.
  (a)
    
    it was developed entirely on my own time; and(b)
    
    no equipment, supplies, facility, services, or trade secret information of VWR
were used in its development; and(c)
    
    it does not relate (i) directly to the business of VWR or (ii) to the actual or
demonstrably anticipated research or development of VWR; and(d)
    
    it does not result from any work performed by me for VWR.
 7.
    
    Excluded and Licensed Inventions.I have attached hereto a list describing all Inventions
belonging to me and made by me prior to my employment with VWR that I wish to have excluded
from this Agreement. If no such list is attached, I represent that there are no such
Inventions. If in the course of my employment at VWR, I incorporate into a VWR product,
process, or machine, an Invention owned by me or
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8.
    
    Application for Copyrights and Patents.I will execute any proper oath or verify any proper
document in connection with carrying out the terms of this Agreement. If, because of my
mental or physical condition or for any other reason whatsoever, VWR is unable to secure my
signature to apply for or to pursue any application for any United States or foreign patent or
copyright covering Inventions assigned to VWR as stated above, I hereby irrevocably designate
and appoint VWR and its duly authorized officers and agents as my agent and attorney in fact,
to act for me and in my behalf and stead to execute and file any such applications and to do
all other lawfully permitted acts to further the prosecution and issuance of U.S. and foreign
patents and copyrights thereon with the same legal force and effect as if executed by me. I
will testify at VWRs request and expense in any interference, litigation, or other legal
proceeding that may arise during or after my employment.
 9.
    
    Third Party Information.I recognize that VWR has received and will receive confidential or
proprietary information from third parties subject to a duty on VWRs part to maintain the
confidentiality of such information and to use it only for certain limited purposes. This
information shall be deemed not to include shall not include any information that is or
becomes publicly known or that enters the public domain other than as a result of my breach of
my obligations under this Agreement or any other agreement between me and VWR or its
affiliates. During the term of my employment and thereafter I will not disclose nor use such
information for the benefit of anyone other than VWR or such third party, or in any manner
inconsistent with any agreement between VWR and such third party of which I am made aware,
except as is required by law, any court of competent jurisdiction or any governmental agency
or authority or recognized subpoena power.
 10.
    
    Termination.I acknowledge that this Agreement shall not constitute a contract for
employment for any specific period of time, and that either VWR or I am free to terminate this
Agreement, and employment relationship, at will, at any time, with or without cause, subject
to any prior notice requirement as specified in the letter agreement dated July 1, 2008
between me and VWR. I agree that upon termination of this Agreement and my employment, for
any or no reason, I will promptly return to VWR all records of Confidential Information,
including copies in my possession, and all other physical properties issued to me as an
employee, in a reasonable state of function or repair. I will also so return any keys, pass
cards, identification cards or other property belonging to VWR.
 11.
    
    Non-Waiver.The failure by VWR to enforce any of the provisions hereof upon any default by
me at a particular time or under certain circumstances shall not be treated as a permanent
waiver of such provisions and shall not prevent subsequent enforcement of such provisions upon
default by either party.
 12.
    
    Irreparable Harm.I agree that any proven breach of this Agreement by me would cause
irreparable harm to VWR for which monetary damages could not adequately compensate. If VWR
proves a breach, irreparable harm shall be presumed and I expressly waive any bonding
requirement as a prerequisite to VWR obtaining injunctive relief. VWR can also seek damages.
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13.
    
    Assignability of This Agreement.The services contracted for between VWR and me in this
Agreement are personal, and therefore I may not assign this Agreement to any other person or
entity. This Agreement may, however, be assigned by VWR to a successor to the business of
VWR.
 14.
    
    Severability.It is the intention of the parties that this Agreement shall be enforceable to
the fullest extent permitted by local, state, and/or federal law in the jurisdiction in which
performance of this Agreement occurs, or in which performance of this Agreement is sought to
be enforced. In the event that a court of competent jurisdiction determines that one or more
provisions of this Agreement are not enforceable under the provisions of the jurisdiction in
which performance occurs or enforcement is sought, such a determination shall not affect the
enforceability of the remainder of this Agreement.
 15.
    
    Other Agreements.This Agreement, together with the letter agreement, dated July 1, 2008,
between me and VWR (the Letter Agreement), sets forth the sole and entire agreement
between the parties hereto, and supersedes and replaces any and all prior agreements, whether
oral, written, or implied, entered into by me and VWR, pertaining to my employment, the terms,
conditions, and responsibilities thereof, and/or any other subject matter contained in this
Agreement or the Letter Agreement. This Agreement and the Letter Agreement shall be
considered together as one agreement. There will be no modification of this Agreement, either
verbal, implied, written, or otherwise, except through a written agreement signed by me, and
an officer of VWR, which refers to the specific paragraph of this Agreement intended to be
modified, and sets forth, in writing, the specific modification of said paragraph.
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/s/ Wu Ming Kei
    
    
    
    VWR International, LLCExecutive  SignatureBy:
    
    /s/ Paul DumasIts:Eddy Ming Kei Wu
    
    
    
    6/25/08Executive  Print NameJune 20, 2008




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Annex 1  Employee Covenants
 Noncompetition and Nonsolicitation
 Noncompetition Business
 Nonsolicitation
 Enforcement Section 1 2 Annex 1 Annex 1
 Additional Acknowledgments Sections
1 2 Sections 1 2




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Sections 1 2 Annex 1 Annex 1 Annex 1
 Definitions
 Affiliate
 Board
 Cause
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Disability
 Employment Period
 Good Reason provided
 Person
 Separation
 Subsidiary Subsidiary Subsidiary
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Miscellaneous
 Applicable Law Annex 1
 Consent to Jurisdiction Annex 1 Annex 1
 Additional Agreements Annex 1
 MUTUAL WAIVER OF JURY TRIAL
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Annex 2  General Release
 Company  Agreement Released Parties
 1.
    
    I understand that any payments or benefits paid or granted to me under the
Severance/Restrictive Covenants section of the Agreement represent, in part, consideration
for signing this General Release and are not salary, wages or benefits to which I was already
entitled. I understand and agree that I will not receive the payments and benefits specified
in the Severance/Restrictive Covenants section of the Agreement unless I execute this
General Release and do not revoke this General Release within the time period permitted
hereafter or breach this General Release. I also acknowledge and represent that I have
received all payments and benefits that I am entitled to receive (as of the date hereof) by
virtue of any employment by the Company.
 2.
    
    Except as provided in paragraph 4 below and except for the provisions of my Employment
Agreement which expressly survive the termination of my employment with the Company, I
knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns)
release and forever discharge the Company and the other Released Parties from any and all
claims, suits, controversies, actions, causes of action, cross-claims, counter-claims,
demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other
damages, claims for costs and attorneys fees, or liabilities of any nature whatsoever in law
and in equity, both past and present (through the date this General Release becomes effective
and enforceable) and whether known or unknown, suspected, or claimed against the Company or
any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators
or assigns, may have, which arise out of or are connected with my employment with, or my
separation or termination from, the Company (including, but not limited to, any allegation,
claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the
Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended
(including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended;
the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the
Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act
of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state
or local counterparts; or under any other federal, state or local civil or human rights law,
or under any other local, state, or federal law, regulation or ordinance; or under any public
policy, contract or tort, or under common law; or arising under any policies, practices or
procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction
of emotional distress, defamation; or any claim for costs, fees, or other expenses, including
attorneys fees incurred in these matters) (all of the foregoing collectively referred to
herein as the Claims).
 3.
    
    I represent that I have made no assignment or transfer of any right, claim, demand, cause of
action, or other matter covered by paragraph 2 above.




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4.
    
    I agree that this General Release does not waive or release any rights or claims that I may
have under the Age Discrimination in Employment Act of 1967 which arise after the date I
execute this General Release. I acknowledge and agree that my separation from employment with
the Company in compliance with the terms of the Agreement shall not serve as the basis for any
claim or action (including, without limitation, any claim under the Age Discrimination in
Employment Act of 1967).
 5.
    
    In signing this General Release, I acknowledge and intend that it shall be effective as a bar
to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that
this General Release shall be given full force and effect according to each and all of its
express terms and provisions, including those relating to unknown and unsuspected Claims
(notwithstanding any state statute that expressly limits the effectiveness of a general
release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating
to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver
is an essential and material term of this General Release and that without such waiver the
Company would not have agreed to the terms of the Agreement. I further agree that in the
event I should bring a Claim seeking damages against the Company, or in the event I should
seek to recover against the Company in any Claim brought by a governmental agency on my
behalf, this General Release shall serve as a complete defense to such Claims. I further agree
that I am not aware of any pending claim of the type described in paragraph 2 as of the
execution of this General Release.
 6.
    
    I agree that neither this General Release, nor the furnishing of the consideration for this
General Release, shall be deemed or construed at any time to be an admission by the Company,
any Released Party or myself of any improper or unlawful conduct.
 7.
    
    I agree that this General Release and the Agreement are confidential and agree not to
disclose any information regarding the terms of this General Release or this Agreement, except
to my immediate family and any tax, legal or other counsel I have consulted regarding the
meaning or effect hereof or as required by law, and I will instruct each of the foregoing not
to disclose the same to anyone. Notwithstanding anything herein to the contrary, each of the
parties (and each affiliate and person acting on behalf of any such party) agree that each
party (and each employee, representative, and other agent of such party) may disclose to any
and all persons, without limitation of any kind, the tax treatment and tax structure of this
transaction contemplated in the Agreement and all materials of any kind (including opinions or
other tax analyses) that are provided to such party or such person relating to such tax
treatment and tax structure, except to the extent necessary to comply with any applicable
federal or state securities laws. This authorization is not intended to permit disclosure of
any other information including (without limitation) (i) any portion of any materials to the
extent not related to the tax treatment or tax structure of this transaction, (ii) the
identities of participants or potential participants in the Agreement, (iii) any financial
information (except to the extent such information is related to the tax treatment or tax
structure of this transaction), or (iv) any other term or detail not relevant to the tax
treatment or the tax structure of this transaction.
 8.
    
    Any non-disclosure provision in this General Release does not prohibit or restrict me (or my
attorney) from responding to any inquiry about this General Release or its underlying facts
and circumstances by the Securities and Exchange Commission (SEC), the National Association of
Securities Dealers, Inc. (NASD), any other self-regulatory organization or governmental
entity.
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9.
    
    Notwithstanding anything in this General Release to the contrary, this General Release shall
not relinquish, diminish, or in any way affect any rights or claims arising out of any breach
by the Company or by any Released Party of the Agreement after the date hereof.
 10.
    
    Whenever possible, each provision of this General Release shall be interpreted in, such
manner as to be effective and valid under applicable law, but if any provision of this General
Release is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or any other jurisdiction, but this General Release shall be
reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.
  (i)
    
    I HAVE READ IT CAREFULLY;(ii)
    
    I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS,
INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF
1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY
ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED;(iii)
    
    I VOLUNTARILY CONSENT TO EVERYTHING IN IT;(iv)
    
    I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE
DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY
OWN VOLITION;(v)
    
    I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE
SUBSTANTIALLY IN ITS FINAL FORM ON  ,  TO CONSIDER IT AND THE
CHANGES MADE SINCE THE  ,  VERSION OF THIS RELEASE ARE NOT
MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;(vi)
    
    THE CHANGES TO THE AGREEMENT SINCE  ,  EITHER ARE NOT
MATERIAL OR WERE MADE AT MY REQUEST.(vii)
    
    I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO
REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE
REVOCATION PERIOD HAS EXPIRED;(viii)
    
    I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF
ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
  3




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(ix)
    
    I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED,
CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF THE COMPANY AND BY ME.
 DATE:
  4




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VARIETAL DISTRIBUTION HOLDINGS, LLC
 2007 SECURITIES PURCHASE PLAN
 Purpose of Plan Plan Company provided
 Definitions
 Affiliate
 Board
 Common Units
 Committee
 Limited Liability Company Agreement LLC Agreement
 Participants
  5




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Person
 Preferred Units
 Subsidiary
 Securityholders Agreement
 Units
 Grant or Sale of Units Management Unit Purchase Agreement
 Administration of the Plan provided
  6




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##### 



Equity
Agreements
 Taxes
 Rights of Participants
 Certain Adjustments
 Amendment, Suspension, and Termination of Plan provided
 Indemnification
  7




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##### 



provided Section 9
 Shareholder Approval
    8