Exhibit 10.15


EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT, dated as of the 1st day of
Janaury, 2000, between VWR Scientific Products Corporation, a Pennsylvania
corporation (the “Company”) and George Gunther (the “Employee”).


WHEREAS, the Employee has been employed by the Company
or one of its subsidiaries prior to the date hereof;


WHEREAS, the Employee possesses unique knowledge of
the business and affairs of the Company, including its policies, methods,
personnel and operations; and


WHEREAS, the Board of Directors of the Company (the
“Board of Directors”) believes it to be in the best interests of the Company to
ensure the Employee’s continued employment by the Company in the capacity and
under the terms and conditions set forth herein;


NOW, THEREFORE, in consideration of the foregoing and
the mutual promises and agreements hereinafter set forth, the Company and
Employee agree as follows:


1.            
Effective Date.  This Employment Agreement shall become effective
on the date first written above ( the “Effective Date”).


2.            
Employment.  The Company hereby employs the Employee and the
Employee hereby accepts employment all upon the terms and conditions herein set
forth.


3.            
Duties.  The Employee shall perform such management duties for the
Company and its affiliates as may from time to time be assigned and which are
consistent with his title.  During the Term (as set forth in paragraph 8
hereof), the Employee shall have the same title as he held immediately prior to
the date of this Employment Agreement.  The Employee hereby promises to
perform and discharge, well and faithfully, all duties of his position. 
If Employee is elected as a director or officer of any affiliate of the
Company, the Employee shall serve in such capacity or capacities without
further compensation.


4.            
Extent of Services.  The Employee shall devote his entire time,
attention and energies to the business of the Company and shall not during the
term of this Employment Agreement be engaged in any other business activity
whether or not such business activity is pursued for gain, profit or other
pecuniary advantage; but this shall not be construed as preventing the Employee
from investing his personal assets in businesses which do not compete with the
Company in such form or manner as will not require any services on the part of
the Employee in the operation of the affairs of the companies in which such
investments are made and in which his participation is solely that of an
investor, nor shall this be construed as preventing the Employee from


 

















 


purchasing
securities in any corporation whose securities are regularly traded provided
that such purchases shall not result in his collectively owning beneficially at
any time one percent (1%) or more of the equity securities of any corporation
engaged in a business competitive to that of the Company, without the express
prior written consent of the Company.


5.            
Compensation.


(a)          
For services rendered under this Employment Agreement, the Company shall pay
the Employee a salary determined annually by the Board of Directors (the “Base
Salary”), payable (after deduction of applicable payroll taxes) in equal
bi-weekly installments.  Employee’s Base Salary as of the Effective Date
shall be one hundred seventy-five thousand dollars ($175,000).  The
Employee shall also be eligible for and participate in such fringe benefits as
shall be generally provided to executives of the Company, including medical
insurance and retirement programs which may be adopted from time to time during
the term hereof by the Company.


(b)          
The Board of Directors shall review the Employee’s compensation at least once a
year and effect such increases in the Base Salary as the Board of Directors, in
its sole discretion, determines are merited, based upon the Employee’s
performance and consistent with the Company’s compensation policies.  At
the conclusion of each Fiscal Year, the Employee shall be eligible for, and the
Board of Directors in its sole discretion may award, an executive bonus based
on the achievement of objectives established by the Board of Directors in line
with the rules of the Company’s bonus plan.  The Employee’s target bonus
shall be forty thousand five hundred dollars ($40,500).


(c)          
The Company agrees that, effective as of January 1, 2000 it will establish, or
cause to be established, a new long-term incentive compensation plan (the “New
Plan”).  The Company further agrees that the Employee shall be immediately
entitled to participate in such New Plan and the Employee shall receive an
allocation of units under the New Plan effective as of January 1, 2000, which
allocation shall be commensurate with his position and consistent in incentive
opportunity with allocations to similarly situated employees of the Company.


6.            
Paid Time Off.  During the term of this Employment Agreement, the
Employee shall be entitled to the same number of paid days off pursuant to the
Company’s customary paid time off policy as he has on the date of this
Employment Agreement.


7.            
Expenses.  During the term of this Employment Agreement, the
Company shall reimburse the Employee for all reasonable out-of-pocket expenses
incurred by the Employee in connection with the business of the Company and in
performance of his duties under this Employment Agreement upon the Employee’s
presentation to the Company of an itemized accounting of such expenses with
reasonable supporting data.


 


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8.            
Term.  The Employee’s employment under this Employment Agreement
shall commence on the Effective Date and shall expire on the third year
anniversary date thereof.  The term of employment shall automatically be
extended for consecutive periods of one (1) year each unless notice of
termination of employment is given by either party hereto at least ninety (90)
days prior to the expiration of the initial or any renewal term, in which case,
this Agreement shall terminate at the end of such initial or renewal term, as
the case may be.  In the case of a renewal and unless otherwise agreed to
in writing by both parties, the terms and conditions of this Employment
Agreement shall apply to any renewals or extensions thereto. 
Notwithstanding the foregoing, the Company may, at its election, terminate the
Employee’s employment hereunder as follows:


(i)           
Upon thirty (30) days’ notice if the Employee becomes physically or mentally
incapacitated or is injured so that he is unable to perform the services
required of him hereunder and such inability to perform continues for a period
in excess of twenty-six (26) weeks and is continuing at the time of such
notice; or


(ii)          
For “Cause” upon notice of such termination to the Employee.  For purposes
of this Employment Agreement, the Company shall have “Cause” to terminate its
obligations hereunder upon (A) the reasonable determination by the Board of
Directors that the Employee has failed substantially to perform his duties
hereunder (other than as a result of his incapacity due to physical or mental
illness or injury), which failure amounts to a repeated and consistent neglect
of his duties hereunder, (B) refusal to carry out any lawful direction of the
Board of Directors or lawful regulation or policy of the Company, (C) the reasonable
determination by the Board of Directors that the Employee has engaged or is
about to engage in conduct materially injurious to the Company, (D) the
Employee’s having been convicted of a felony or a misdemeanor involving moral
turpitude, (E) a material breach by the Employee of any of the other covenants
or representations herein or any other agreement between Employee and the
Company, or (F) fraud, theft, embezzlement or misappropriation of Company
property or funds; or


(iii)         
Without Cause at any time upon notice of such termination to the Employee; or


(iv)         
Upon the death of the Employee.


In
addition, the Employee shall have the right to terminate this Employment
Agreement upon notice to the Company if, without his consent, his responsibilities
and duties on the date hereof are materially reduced (a “Material Demotion”)
and such Material Demotion continues for ten (10) business days after the date
of notice to the Company.  A Material Demotion shall be treated as a
termination by the Company without Cause and the 


 


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Employee
shall be entitled to receive salary continuation pay as provided by, and
subject to the terms and conditions of, subparagraph 9(c) below.


9.            
Payment Upon Termination.


(a)          
If this Employment Agreement is terminated pursuant to paragraph 8(i) above,
the Employee shall receive disability pay from the date of such termination
until the third anniversary of the Effective Date at the rate of 50% of the
Base Salary, reduced by applicable payroll taxes and further reduced by the
amount received by the Employee during such period under any Company-maintained
disability insurance policy or plan or under Social Security or similar
laws.  Such disability payments shall be paid periodically to the Employee
as provided in paragraph 5(a) for the payment of salary.


(b)          
If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(iv)
above, the Employee shall receive no salary continuation pay or severance pay.


(c)          
If this Employment Agreement is terminated pursuant to paragraph 8(iii) above
or as a result of the Employee having terminated this Employment Agreement
following a Material Demotion, the Employee shall receive salary continuation
pay for the remainder of the contractual term equal to the Employee’s most
recent annual salary plus his or her target bonus (as determined under the
bonus plan last in effect for the Employee); provided, however, that the salary
continuation payments shall cease if the Employee shall, directly or
indirectly, be in breach of his obligations under paragraph 13 hereof. 
Such salary continuation payments (less applicable payroll taxes) shall be paid
periodically to the Employee as provided in paragraph 5(a) for the payment of
the Base Salary.  If the Company shall decide not to renew this Employment
Agreement, the ninety (90) days’ notification of the Company’s intention shall
serve as adequate termination notice and the Employee hereby agrees to make a
smooth transition of responsibilities during that ninety (90) day period and
the Employee further agrees not to take any legal action against the Company
related to said non-renewal and termination of employment.


(d)          
During the salary continuation period, the Employee shall be under no
obligation to mitigate the costs to the Company of the salary continuation
payments, and, provided that the Employee is not in breach of his obligations
under paragraph 13 hereof, no compensation that the Employee may receive from
another employer during the salary continuation period shall be offset against
amounts owed to Employee hereunder.


10.          
Representations.  The Employee hereby represents to the Company
that (a) he is legally entitled to enter into this Employment Agreement and to
perform the services contemplated herein and is not bound under any employment
or consulting agreement to render services to any third party, (b) he has the
full right, power and 


 


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authority,
subject to no rights of third parties, to grant to the Company the rights
contemplated by paragraph 11 hereof, and (c) he does not now have, nor within
the last three years has had, any ownership interest in any business enterprise
(other than interest in publicly traded corporations where his ownership does
not exceed one percent (1%) or more of the equity capital) which is a customer
of the Company, any of its subsidiaries, or from which the Company or any of
its subsidiaries purchases any goods or services or to whom such corporations
owe any financial obligations or are required or directed to make any payments.


11.          
Inventions.  The Employee hereby sells, transfers and assigns to
the Company or to any person or entity designated by the Company all of the
entire right, title and interest of the Employee in and to all inventions,
ideas, disclosures and improvements, whether patented or unpatented, and
copyrightable material, made or conceived by the Employee, solely or jointly,
during the term hereof which relate to methods, apparatus, designs, products,
processes or devices, sold, leased, used or under consideration or development
by the Company or any of its affiliates or which otherwise relate to or pertain
to the business, functions or operations of the Company or any of its
affiliates or which arise from the efforts of the Employee during the course of
his employment for the Company or any of its affiliates.  The Employee
shall communicate promptly and disclose to the Company, in such form as the
Company requests, all information, details and data pertaining to the
aforementioned inventions, ideas, disclosures and improvements; and the
Employee shall execute and deliver to the Company such formal transfers and
assignments and such other papers and documents as may be necessary or required
of the Employee to permit the Company or any person or entity designated by the
Company to file and prosecute the patent applications and, as to copyrightable
material, to obtain copyright thereof.  Any invention relating to the
business of the Company and its affiliates and disclosed by the Employee within
one year following the termination of this Employment Agreement shall be deemed
to fall within the provisions of this paragraph unless proved to have been
first conceived and made following such termination.


12.          
Disclosure of Information.  The Employee recognizes and
acknowledges that the trade secrets, know-how and proprietary processes of the
Company and its affiliates as they may exist from time to time are valuable,
special and unique assets of the business of the Company and its affiliates,
access to and knowledge of which are essential to the performance of the
Employee’s duties hereunder.  The Employee will not, during or after the
term of his employment by the Company or any of its affiliates, in whole or in
part, disclose such secrets, know-how or processes to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever,
nor shall the Employee make use of any such property for his own purposes or
for the benefit of any person, firm, corporation or other entity (except the
Company and its affiliates) under any circumstances during or after the term of
his employment, provided that after the term of his employment these
restrictions shall not apply to such secrets, know-how and


 


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processes
which are then in the public domain (provided that the Employee was not
responsible, directly or indirectly, for such secrets, know-how or processes
entering the public domain without the Company’s consent).


13.          
Non-Competition.  During the term of Employee’s employment
hereunder and (a) for a period beginning on the date of termination of Employee’s
employment hereunder for any reason (other than a termination by the Company
pursuant to paragraph 8(iii) hereof) and ending on the later of two (2) years
after the date of this Agreement or two (2) years after any such termination of
employment, or (b) for a period beginning on the date of any termination of
Employee’s employment hereunder pursuant to paragraph 8(iii) hereof and ending
two (2) years after the date of the last payments to be made to Employee
pursuant to paragraph 8(iii), Employee shall not, with the organizations
identified or otherwise described in the last sentence of this paragraph 13,
directly or indirectly: (i) engage anywhere in the distribution or supply of
laboratory equipment, chemicals or supplies to the scientific marketplace in
competition with any product which at any time during the term of such
employment has been sold or distributed by the Company; (ii) be or become a
stockholder, partner, owner, officer, director or employee or agent of, or a
consultant to or provide financial or other assistance to, any such
organization; (iii) seek in competition with the business of the Company to
procure orders from or do business with any customer of the Company; (iv)
solicit, or contact with a view to the engagement or employment by, any person
or entity of any person who is an employee of the Company; (v) seek to contract
with or engage (in such a way as to adversely affect or interfere with the
business of the Company) any person or entity who has been contracted with or
engaged to supply or deliver products, goods, materials or services to the
Company; or (vi) engage in or participate in any effort or act to induce any of
the customers, associates, consultants, partners, or employees of the Company
or any of its affiliates to take any action which might be disadvantageous to
the Company or any of its affiliates; provided, however, that nothing herein
shall prohibit the Employee from owning, as a passive investor, in the
aggregate not more than 2% of the outstanding publicly trades stock of any
corporation so engaged.  The duration of the Employee’s covenants set
forth in this paragraph 13 shall be extended by a period of time equal to the
number of days, if any, during which the Employee is in violation of the
provisions hereof.  For purposes hereof, Employee shall be deemed to be
acting in competition with the Company if he engages in the activities
identified in the first sentence of this section with Fisher Scientific
International Inc., Burdick & Jackson, Cole Palmer, SciQuest, Chemdex,
Sigma-Aldrich Corporation, Mallinckrodt-Baker Chemical Co. or any other
distributor or supplier of laboratory equipment, chemicals or supplies to the
scientific marketplace having annual sales in excess of $50,000,000.  The
Board of Directors may periodically revise the list of competitive
organizations by written notice to Employee, which notice, the Employee hereby
agrees, shall automatically amend this Employment Agreement.  It is the
desire and intent of the parties that the provisions of this paragraph 13 shall
be enforced to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is sought. 
Accordingly, if any


 


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particular
portion of this paragraph 13 shall be adjudicated to be invalid or
unenforceable, this paragraph 13 shall be deemed amended to delete therefrom
the portion thus adjudicated to be invalid or unenforceable, such deletion to
apply only with respect to the operation of this paragraph in the particular
jurisdiction in which such adjudication is made.


14.          
Injunctive Relief.  If there is a breach or threatened breach of
the provisions of paragraph 11, 12 or 13 of this Employment Agreement, the
Company shall be entitled to an injunction restraining the Employee from such
breach.  Nothing herein shall be construed as prohibiting the Company from
pursuing any other remedies for such breach or threatened breach.


15.          
Insurance.  The Company may, at its election and for its benefit,
insure the Employee against accidental loss or death, and the Employee shall
submit to such physical examination and supply such information as may be
required in connection therewith.


16.          
Notices.  Any notice required or permitted to be given under this
Employment Agreement shall be sufficient if in writing and if sent by
registered mail to the Employee at his home address as reflected on the records
of the Company, in the case of the Employee, or VWR Scientific Products Corporation,
1310 West Goshen Parkway, West Chester, Pennsylvania 19380, in the case of the
Company.


17.          
Waiver of Breach.  A waiver by the Company or the Employee of a
breach of any provision of this Employment Agreement by the other party shall
not operate or be construed as a waiver of any subsequent breach by the other
party.


18.          
Governing Law.  This Employment Agreement shall be governed by and
construed and enforce in accordance with the laws of the State of Pennsylvania
without giving effect to the choice of law or conflict of laws provisions
thereof.


19.          
Assignment.  This Employment Agreement may be assigned, without the
consent of the Employee, by the Company to any of its affiliates, or to any
other person, partnership, corporation, or other entity which has purchased
substantially all the assets of the Company, provided such assignee assumes all
the liabilities of the Company hereunder.


20.          
Prior Agreement.  Effective as of the Effective Date, the Agreement
between the Company and the Employee dated February 17, 1993 is hereby
terminated and superseded in its entirety by this Employment Agreement and
Employee hereby waives any right which he may have under such agreement to
resign following the effective date of a “Change in Control” of the Company (as
defined in such agreement) and any and all other rights or claims to severance
benefits or other compensation or benefits under such agreement following his
termination of employment.


 


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21.          
Entire Agreement.  This Employment Agreement contains the entire
agreement of the parties and supersedes any and all agreements, letter of
intent or understandings between the Employee and (a) the Company, (b) any of
the Company’s principle shareholders, affiliates or subsidiaries regarding
employment.  This Employment Agreement may be changed only by an agreement
in writing signed by a party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.


 


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IN WITNESS WHEREOF, the parties have executed this
Employment Agreement as of the day first herein above written.


	
  VWR SCIENTIFIC PRODUCTS
  CORPORATION

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Paul J. Nowak

  	
   

  	
  By:

  	
  /s/ George Gunther

  
	
   

  	
  Paul J. Nowak

  	
   

  	
   

  	
  George Gunther

  
	
   

  	
  President & Chief
  Executive Officer

  	
   

  	
   

  	
  Chief Information
  Officer

  



 


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AMENDMENT to EMPLOYMENT AGREEMENT


This Amendment to Employment Agreement, dated as of
the 21st day of March, 2001, between VWR International, Inc., a Pennsylvania
corporation (the “Company”) and George Gunther (the “Employee”).


WHEREAS, the Employee and the Company have entered
into an Employment Agreement dated January 1, 2000 (the “Agreement”);


WHEREAS, the Company and Employee desire to amend
certain provisions of the Agreement;


NOW, THEREFORE, in consideration of the foregoing and
the mutual promises and agreements hereinafter set forth, the Company and
Employee agree as follows:


1.            
Amendment to Section 9.  Section 9 of the Agreement is hereby
amended in its entirety as follows:


9.            
Payment Upon Termination.


(a)          
If this Employment Agreement is terminated pursuant to paragraph 8(i) above,
the Employee shall receive disability pay from the date of such termination
until the third anniversary of the Effective Date at the rate of 50% of the
Base Salary, reduced by applicable payroll taxes and further reduced by the
amount received by the Employee during such period under any Company-maintained
disability insurance policy or plan or under Social Security or similar
laws.  Such disability payments shall be paid periodically to the Employee
as provided in paragraph 5(a) for the payment of salary.


(b)          
If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(iv)
above, the Employee shall receive no salary continuation pay or severance pay.


(c)          
If this Employment Agreement is terminated pursuant to paragraph 8(iii) above
or as a result of the Employee having terminated this Employment Agreement
following a Material Demotion, the Employee shall receive salary continuation
pay for the remainder of the contractual term, but not in any event for less
than twenty-four months from the date of such termination, equal to the
Employee’s most recent annual salary plus his or her target bonus (as
determined under the bonus plan last in effect for the Employee); provided,
however, that the salary continuation payments shall cease if the Employee
shall, directly or indirectly, be in breach of his obligations under paragraph
13 hereof.  Such salary continuation payments (less applicable payroll
taxes) shall be paid periodically to the Employee as provided in paragraph 5(a)
for the payment of the Base Salary.


 


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(d)          
If the Company shall decide not to renew this Employment Agreement, the
Employee shall receive severance pay, for a period of twenty-four months
following the date of expiration of the then current term, equal to the
Employee’s most recent annual salary plus his or her target bonus (as
determined under the bonus plan last in effect for the Employee); provided,
however, that the severance payments shall cease if the Employee shall,
directly or indirectly, be in breach of his obligations under paragraph 13
hereof.  Such severance payments (less applicable payroll taxes) shall be
paid periodically to the Employee as provided in paragraph 5(a) for the payment
of the Base Salary.  The Employee hereby agrees to make a smooth
transition of responsibilities during that ninety (90} day period and the
Employee further agrees not to take any legal action against the Company
related to said non-renewal and termination of employment.


(e)          
During the salary continuation or severance period, the Employee shall be under
no obligation to mitigate the costs to the Company of the salary continuation
or severance payments, and, provided that the Employee is not in breach of his
obligations under paragraph 13 hereof, no compensation that the Employee may
receive from another employer during the salary continuation or severance
period shall be offset against amounts owed to Employee hereunder.


2.            
No Other Amendments.  Except as herein amended, all other terms and
conditions of the Agreement shall remain in full force and effect.


IN WITNESS WHEREOF, the parties have executed this
Employment Agreement as of the day first herein above written.


	
  VWR INTERNATIONAL, INC

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Walter W. Zywottek

  	
   

  	
  By:

  	
  /s/ George Gunther

  
	
   

  	
  Walter W. Zywottek

  	
   

  	
   

  	
  George Gunther

  
	
   

  	
  President & Chief
  Executive Officer

  	
   

  	
   

  	
  Chief Information
  Officer

  



 


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