Exhibit
10.7


 


Employee
Stock Subscription Agreement


 


This Employee Stock
Subscription Agreement, dated as of
[                    ],
between CDRV Investors, Inc., a Delaware corporation, and the Employee whose
name appears on the signature page hereof, is being entered into pursuant to
the CDRV Investors, Inc. Stock Incentive Plan.  The meaning of each
capitalized term may be found in Section 10.


 


The Company and the
Employee hereby agree as follows:


 


Section 1.                                          
Purchase
and Sale of Common Stock


 


(a)                                             
In
General.  Subject to all of the terms of this Agreement, at the Closing
the Employee shall purchase, and the Company shall sell, the aggregate number
of shares of Common Stock set forth on the signature page hereof (the “Shares”),
at a purchase price of $100.00 per Share.


 


(b)                                            
Condition
to Sale.  Notwithstanding anything in this Agreement to the contrary, the
Company shall have no obligation to sell any Common Stock to any person who is
not an employee of the Company or any of its Subsidiaries at the time that such
Common Stock is to be sold or who is a resident of a jurisdiction in which the
sale of Common Stock to him would constitute a violation of the securities,
“blue sky” or other laws of such jurisdiction.


 


Section 2.                                          
The
Closing


 


(a)                                             
Time
and Place.  The Company shall determine the time and place of
the closing of the purchase and sale of the Shares (the “Closing”).


 


(b)                                            
Delivery
by the Employee.  At the Closing, the Employee shall deliver to the
Company the aggregate purchase price for the Shares.


 


(c)                                             
Delivery
by the Company.  At the Closing, the Company shall register the
Shares in the Employee’s name.  Prior to a Public Offering, the Company
will not deliver share certificates to the Employee; instead, if the Company
issues the Shares in certificated form, certificates relating to the Shares
shall be held by the Secretary of the Company or his designee on behalf of the
Employee.


 












 


Section 3.                                          
Employee’s
Representations and Warranties


 


(a)                                             
Access
to Information, Etc.  The Employee represents, warrants and covenants as
follows:


 


(i)                                    
the
Employee has carefully reviewed the Offering Memorandum, dated as of May 27,
2004, each of its exhibits, appendices and other attachments, each document
incorporated by reference into the Offering Memorandum, and the other materials
furnished to the Employee in connection with the offer and sale of the Shares
pursuant to this Agreement;


 


(ii)                                 
the
Employee has had an adequate opportunity to consider whether or not to purchase
any of the shares of Common Stock offered to the Employee, and to discuss such
purchase with the Employee’s legal, tax and financial advisors;


 


(iii)                              
the
Employee understands the terms and conditions that apply to the Shares and the
risks associated with an investment in the Shares;


 


(iv)                             
the
Employee has a good understanding of the English language;


 


(v)                                
the
Employee is, and will be at the Closing, an officer or employee of the Company
or one of its Subsidiaries; and


 


(vi)                             
the
Employee is, and will be at the Closing, a resident of the jurisdiction
indicated as his or her address set forth on the signature page of this
Agreement.


 


(b)                                            
Ability
to Bear Risk.  The Employee represents and warrants as follows:


 


(i)                                    
the
Employee understands that the rights of first refusal and other transfer
restrictions that apply to the Shares may effectively preclude the transfer of
any of the Shares prior to a Public Offering;


 


(ii)                                 
the
financial situation of the Employee is such that he or she can afford to bear
the economic risk of holding the Shares for an indefinite period;


 


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(iii)                              
the
Employee can afford to suffer the complete loss of his or her investment in the
Shares; and


 


(iv)                             
the
Employee understands that the Company’s Financing Agreements may restrict the
ability of the Company to repurchase the Shares pursuant to Section 5 and
that the Company and its subsidiaries may enter into or amend, refinance or
enter into new Financing Agreements without regard to the impact on the
Company’s ability to repurchase the Shares.


 


(c)                                             
Voluntary
Purchase.  The Employee represents and warrants that the
Employee is purchasing the Shares voluntarily.


 


(d)                                            
Not
Right to Awards.  The Employee acknowledges and agrees that the sale
of the Shares and the grant of any options that are awarded to the Employee in
connection with the purchase of the Shares (i) are being made on an
exceptional basis and are not intended to be renewed or repeated, (ii)
are entirely voluntary on the part of the Company and its Subsidiaries and (iii)
should not be construed as creating any obligation on the part of the Company
or any of its Subsidiaries to offer any shares of stock or options in the
future.


 


(e)                                             
Investment
Intention.  The Employee represents and warrants that the
Employee is acquiring the Shares solely for his or her own account for
investment and not on behalf of any other person or with a view to, or for sale
in connection with, any distribution of the Shares.


 


(f)                                               
Securities
Law Matters.  The Employee acknowledges and represents and
warrants that the Employee understands that:


 


(i)                                    
the
Shares have not been registered under the Securities Act or any state or
non-United States securities or “blue sky” laws;


 


(ii)                                 
it
is not anticipated that there will be any public market for the Shares;


 


(iii)                              
the
Shares must be held indefinitely and the Employee must continue to bear the
economic risk of the investment in the Shares unless the Shares are
subsequently registered under applicable securities and other laws or an
exemption from registration is available;


 


(iv)                             
the
Company is under no obligation to register the Shares or to make an exemption
from registration available; and


 


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(v)                                
a
restrictive legend shall be placed on any certificates representing the Shares
that makes clear that the Shares are subject to the restrictions on
transferability set forth in this Agreement and a notation shall be made in the
appropriate records of the Company or any transfer agent indicating that the
Shares are subject to such restrictions.


 


Section 4.                                          
Restriction
on Transfer of Shares


 


(a)                                             
In
General.  Prior to a Public Offering, the Employee shall not Transfer any
of the Shares other than (i) upon the Employee’s death by will or by the
laws of descent and distribution or (ii) in strict compliance with the
terms of this Agreement.  Shares may only be Transferred in a manner that
complies with all applicable securities laws and, if the Company so requests,
prior to any attempted Transfer the Employee shall provide to the Company at
the Employee’s expense such information relating to the compliance of such
proposed Transfer with the terms of this Agreement and applicable securities
laws as the Company shall reasonably request, which may include an opinion in
form and substance reasonably satisfactory to the Company of counsel regarding
such securities law or other matters as the Company shall request (such counsel
to be reasonably satisfactory to the Company).


 


(b)                                            
No
Transfer That Would Result In Registration Requirements.  Prior to a
Public Offering, the Shares may not be Transferred if such Transfer would
result in the Company becoming subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act (or other similar provision of
non-U.S. law) or would increase the risk that the Company would be subject to
such reporting requirements as determined by the Company in its sole and
absolute discretion.  Any purported Transfer in violation of this
Section 4(b) shall be void ab initio.


 


Section 5.                                          
Options
Effective on Termination of Employment Prior to a Public Offering


 


(a)                                             
Rights
of the Company and the Investor.  If the Employee’s
employment with the Company terminates for any reason prior to a Public
Offering, the Company may elect to purchase all or a portion of the Shares by
written notice to the Employee delivered on or before the 60th day after the
Determination Date (the “First Option Period”).  The Investor may
elect to purchase all or any portion of the Shares that the Company has not
elected to purchase by written notice to the Employee delivered at any time


 


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on or before the 80th day after the
Determination Date (the “Second Option Period”).


 


(b)                                            
Limited
Right of the Employee to Require the Company to Repurchase Shares.  If the
Employee’s employment with the Company is terminated by the Employee upon
Retirement or by reason of the Disability or death of the Employee or is
terminated by the Company without Cause, the Employee may require the Company
to purchase all (but not less than all) of the Shares by written notice
delivered to the Company within 30 days following the expiration of the Second Option
Period.


 


(c)                                             
Purchase
Price.  The purchase price per Share pursuant to this Section 5
shall equal the Fair Market Value as of the effective date of the Employee’s
termination of employment (the “Determination Date”), provided
that if the Employee’s employment is terminated by the Company for Cause, the
purchase price per Share shall equal the lesser of (i) the Fair
Market Value of such Share as of the Determination Date and (ii) the
price at which the Employee purchased such Share from the Company pursuant to
this Agreement (the “Purchase Price”).


 


(d)                                            
Closing
of Purchase; Payment of Purchase Price.  Subject to
Section 5(f), the closing of a purchase pursuant to this Section 5
shall take place at the principal office of the Company no later than the 90th
day following the Determination Date (or, in the case of a purchase pursuant to
Section 5(b), no later than 10 business days following the Company’s
receipt of written notice from the Employee pursuant to
Section 5(b)).  At the closing, (i) the Company or the
Investor, as the case may be, shall, subject to Section 5(e), pay the
Purchase Price to the Employee and (ii) the Employee shall deliver to
the Company such certificates or other instruments representing the Shares so
purchased, appropriately endorsed by the Employee or directing that the shares
be so transferred to the purchase thereof, as the Company may reasonably
require.  Notwithstanding the foregoing, if the Determination Date occurs
during the first or last fiscal quarter of any fiscal year of the Company, the
Company or the Investor, as the case may be, may elect to pay the Purchase
Price in two installments, as follows:  (i) at the closing the
Company or the Investor, as the case may be, shall pay an amount equal to at
least 80% of the Fair Market Value of the Shares determined on the basis of the
Board’s most recent determination thereof (the “First Installment Amount”)
and (ii) no later than the fifteenth business day following the Board’s
next determination of the Fair Market Value, the Company or the Investor, as
the case may be, shall pay the excess, if any, of the Purchase Price calculated
using such subsequent determination of Fair Market Value over the First


 


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Installment Amount or, if the First
Installment Amount exceeds such Purchase Price, the Company shall so notify the
Employee, who shall promptly repay any such excess to the Company or the Investor,
as the case may be.


 


(e)                                             
Application
of the Purchase Price to Certain Loans or Other Obligations.  The Company
and the Investor shall be entitled to apply any amounts otherwise payable
pursuant to this Section 5 to discharge any indebtedness of the Employee
to the Company or any of its Subsidiaries or indebtedness that is guaranteed by
the Company or any of its Subsidiaries or to offset any such amounts against
any other obligations of the Employee to the Company or any of its
Subsidiaries.


 


(f)                                               
Certain
Restrictions on Repurchases; Delay of Repurchase.  Notwithstanding any other
provision of this Agreement, the Company shall not be permitted or obligated to
make any payment with respect to a repurchase any Shares from the Employee if (i)
such repurchase (or the payment of a dividend by a Subsidiary to the Company to
fund such repurchase) would result in a violation of the terms or provisions
of, or result in a default or an event of default under any guaranty, financing
or security agreement or document entered into by the Company or any Subsidiary
from time to time (the “Financing Agreements”), (ii) such
repurchase would violate any of the terms or provisions of the Certificate of
Incorporation of the Company or (iii) the Company has no funds legally
available to make such payment under the General Corporation Law of the State
of Delaware.  If payment with respect to a repurchase by the Company
otherwise permitted or required under this Section 5 is prevented by the
terms of the preceding sentence: (i) the payment of the applicable
Purchase Price shall be postponed and will take place at the first opportunity
thereafter when the Company has funds legally available to make such payment
and when such payment will not result in any default, event of default or
violation under any of the Financing Agreements or in a violation of any term
or provision of the Certificate of Incorporation of the Company, (ii)
such repurchase obligation shall rank against other similar repurchase
obligations with respect to shares of Common Stock according to priority in
time of the effective date of the termination of employment giving rise to such
repurchase (provided that any repurchase commitment arising from
Disability or death shall have priority over any other repurchase obligation)
and (iii) the Purchase Price (except in the case of a termination for
Cause) shall be increased by an amount equal to interest on such Purchase Price
for the period during which payment is delayed at a rate equal to 7% per annum.


 


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(g)                                            
Right
to Retain Shares.  If the options of the Company and the Investor to
purchase the Shares pursuant to this Section 5 are not exercised with
respect to all of the Shares, the Employee shall be entitled to retain the
remaining Shares, although those Shares shall remain subject to all of the
other provisions of this Agreement.


 


(h)                                            
Notice
of Termination; Etc.  Prior to a Public Offering, the Company shall give
prompt written notice to the Investor of any termination of the Employee’s
employment with the Company and of the Company decision whether or not to
purchase Shares pursuant to Section 5(a).


 


(i)                                                
Public
Offering.  The provisions of this Section 5 shall
terminate upon a Public Offering, provided that such termination shall
not affect the Company’s repurchase right following a termination for Cause
that was effective (or deemed to be effective) prior to such Public Offering
any payment obligation postponed pursuant to Section 5(f).


 


Section 6.                                          
“Tag-Along”
Rights


 


(a)                                             
Sale
Notice.  At least 30 days before the Investor consummates any sale of
more than 80% of its shares of Common Stock to a Third-Party Buyer, the Company
will deliver a written notice (the “Sale Notice”) to the Employee. 
The Sale Notice will disclose the material terms and conditions of the proposed
sale or transfer, including the number of shares of Common Stock that the
prospective transferee is willing to purchase, the proposed purchase price per
share and the intended consummation date of such sale.


 


(b)                                            
Right
to Participate.  The Employee may elect to participate in the sale or
other transfer described in the Sale Notice by giving written notice to the
Investor and the Company within 15 days after the Company has given the related
Sale Notice to the Employee.  If the Employee elects to participate, the
Employee will be entitled to sell in the contemplated transaction, at the same
price and on the same terms and conditions as set forth in the Sale Notice, an
amount of Shares equal to the product of (i) the quotient determined by
dividing (A) the percentage of Shares then held by the Employee by (B)
the aggregate percentage of shares of Common Stock represented by the Shares
then held by the Investor and all holders of Common Stock electing to
participate such sale and (ii) the number of shares of Common Stock such
transferee has agreed to purchase in the contemplated transaction.


 


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(c)                                             
Certain
Matters Relating to the Investor.  The Company will use its
commercially reasonable best efforts to cause the Investor to conduct any sale
that is within the scope of this Section 7 in a manner consistent with
this Section 7.  If the Company is not able to do so or fails to give
the Sale Notice to the Employee as prescribed in this Section 7(a), the
Employee’s sole remedy shall be against the Company.


 


(d)                                            
Expiration
Upon a Public Offering.  The provisions of this Section 6 shall
terminate upon the consummation of a Public Offering.


 


Section 7.                                          
Drag-Along
Rights


 


(a)                                             
Drag-Along
Notice.  If the Investor intends to sell or otherwise Transfer, or enter
into an agreement to sell or otherwise Transfer, for cash or other
consideration, of more than 20% of its shares of Common Stock to a Third-Party
Buyer and the Investor elects to exercise its rights under this Section 7,
the Company shall deliver written notice (a “Drag-Along Notice”) to the
Employee, which notice shall state (i) that the Investor wishes to
exercise its rights under this Section 7 with respect to such sale, (ii)
the name and address of the Third-Party Buyer, (iii) the per share
amount and form of consideration the Investor proposes to receive for its
shares of Common Stock, (iv) the material terms and conditions of payment
of such consideration and all other material terms and conditions of such sale,
and (v) the anticipated time and place of the closing of the purchase
and sale (a “Drag-Along Closing”).


 


(b)                                            
Conditions
to Drag-Along.  Upon delivery of a Drag-Along Notice, the Employee
shall have the obligation to sell and transfer to the Third-Party Buyer at the
Drag-Along Closing the percentage of the Employee’s Shares equal to the
percentage of the shares of Common Stock owned by the Investor that are to be
sold to the Third-Party Buyer (the “Applicable Percentage”) on the same
terms as the Investor, but only if the Investor sells and transfers the
Applicable Percentage of the Investor’s shares of Common Stock to the
Third-Party Buyer at the Drag-Along Closing.


 


(c)                                             
Power
of Attorney Custodian, Etc.  By entering into this
Agreement and purchasing the Shares, the Employee hereby appoints the Investor
and any Affiliates of the Investor so designated by the Investor the Employee’s
true and lawful attorney-in-fact and custodian, with full power of substitution
(the “Custodian”), and authorizes the Custodian to take such actions as
the Custodian may deem necessary or appropriate to effect the sale and transfer
of the Applicable Percentage of the Employee’s Shares to


 


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the Third-Party Buyer, upon receipt
of the purchase price therefor at the Drag-Along Closing, free and clear of all
security interests, liens, claims, encumbrances, charges, options, restrictions
on transfer, proxies and voting and other agreements of whatever nature, and to
take such other action as may be necessary or appropriate in connection with
such sale or transfer, including consenting to any amendments, waivers,
modifications or supplements to the terms of the sale (provided that the
Investor also so consents, and, to the extent applicable, sells and transfers
the Applicable Percentage of its shares of Common Stock on the same terms as so
amended, waived, modified or supplemented) and instructs the Secretary of the
Company (or other person holding any certificates for the Shares) to deliver to
the Custodian certificates representing the Applicable Percentage of the Employee’s
Shares, together with all necessary duly-executed stock powers.  If so
requested by the Investor or the Company, the Employee will confirm the
preceding sentence in writing in form and substance reasonably satisfactory to
the Investor promptly upon receipt of a Drag-Along Notice (and in any event no
later than 10 days after receipt of the Drag-Along Notice).  Promptly
after the Drag-Along Closing, the Custodian shall give notice thereof to the
Employee and shall remit to the Employee the net proceeds of such sale (reduced
by any amount required to be held in escrow pursuant to the terms of the
purchase and sale agreement and any other expenses).


 


(d)                                            
The
Investor a Third-Party Beneficiary; Remedies.  The Employee acknowledges
and agrees that the Investor is an intended third-party beneficiary of this
Section 7, as if it were a party to this Agreement directly. 
Following a breach or a threatened breach by the Employee of the provisions of
this Section 7, the Investor may obtain an injunction granting it specific
performance of the Employee’s obligations under this Section 7. 
Whether or not the Investor obtains such an injunction, and whether or not the
transaction with respect to which the Drag-Along Notice relates is consummated,
following such a breach or threatened breach by the Employee the Company shall
have the option to purchase any or all of the Employee’s Shares at a purchase
price per Share equal to the lesser of the price at which the Employee purchased
such Shares from the Company or the per share consideration payable pursuant to
the Drag-Along Offer.  The preceding sentence shall not limit the
Company’s or the Investor’s right to recover damages (or the amount thereof)
from the Employee.


 


(e)                                             
Expiration
on a Public Market.  The provisions of this Section 7 shall
terminate and cease to have further effect upon the establishment of the Public
Market, provided that such termination shall not affect any right to receive or
seek damages or purchase Shares pursuant to Section 7(d).


 


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Section 8.                                          
Rights
of First Refusal


 


(a)                                             
Notice.  At any time
prior to a Public Offering, except as otherwise expressly provided in this
Agreement, the Employee may not Transfer any shares other than pursuant to a
Qualified Offer and if the Employee desires to accept a Qualified Offer, the
Employee shall first give at least 60 days’ prior written notice to the Company
and the Investor:


 


(i)                                    
designating
the number of Shares proposed to be Transferred (the “Offered Shares”);


 


(ii)                                 
naming
the prospective acquiror of such Shares; and


 


(iii)                              
specifying
the price at (the “Offer Price”) and terms upon which (the “Offer
Terms”) the Employee desires to Transfer such Shares.


 


(b)                                            
Right
of the Company. During the 30-day period following the Company’s receipt
of the Employee’s notice pursuant to Section 8(a) (the “First Refusal
Period”), the Company shall have the right to purchase from the Employee
all or any portion of the Offered Shares, at the Offer Price and on the Offer
Terms.  The Company shall use its reasonable efforts to act as promptly as
practicable following receipt of the notice from the Employee to determine
whether it shall elect to exercise such right.


 


(c)                                             
Right
of the Investor.  If the Company fails to exercise it’s right to
purchase all of the Offered Shares within the First Refusal Period, the
Investor shall have the right to purchase all or any portion remaining of the
Offered Shares specified in such notice, at the Offer Price and on the Offer
Terms, at any time during the period beginning on the earlier of (x) the
end of the First Refusal Period and (y) the date of receipt by the
Investor of written notice that the Company has elected not to exercise its
rights under this Section 8(b) and ending 60 days after the Investor’s
receipt of the Employee’s notice pursuant to Section 8(a) (the “Second
Refusal Period”).


 


(d)                                            
Manner
of Exercise.  The rights provided hereunder shall be exercised by
written notice to the Employee given at any time during the applicable
period.  If such right is exercised, the Employee may not sell pursuant to
the Qualified Offer any of the Shares that the Company or the Investor have
elected to purchase and the Company or the Investor, as the case may be, shall
deliver to the Employee cash, check or other readily-available funds for the
Offer Price, against delivery of certificates or other instruments representing
the Shares so purchased, appropriately endorsed


 


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by the Employee, and free and clear
of all security interests, liens, claims, encumbrances, charges, etc.


 


(e)                                             
Additional
Requirements for Sale.  Subject to Section 4(b) if neither the
Company nor the Investor shall have exercised its rights under this
Section 8, then the Employee may Transfer the Offered Shares to (but only
to) the intended purchaser named in his notice to the Company and the Investor
at the Offer Price and on the Offer Terms; provided that:


 


(i)                                    
such
Transfer must be consummated within 30 days following the expiration of the
Second Refusal Period; and


 


(ii)                                 
the
intended purchaser must first agree in writing in form and substance
satisfactory to the Company to make and be bound by the representations and
warranties set forth in Section 3(b), Section 3(e), Section 3(f)
and to agree to and be bound by the covenants and other restrictions set forth
in this Agreement (including, but not limited to, Section 4,
Section 6, Section 7, Section 8 and Section 11) and such other
covenants or restrictions as the Company shall reasonably request (it being
understood that the Employee shall not have any of the benefits provided for in
Section 5).


 


Section 9.                                          
Holdback.  If the Company
files a registration statement under the Securities Act with respect to an
underwritten public offering of any shares of its capital stock, the Employee
shall not effect any public sale (including a sale under Rule 144 under the
Securities Act or other similar provision of applicable law) or distribution of
any shares of the Common Stock, other than as part of such underwritten public
offering, during the 20 days prior to and the 180 days after the effective date
of such registration statement.


 


Section 10.                                    
Certain
Definitions.


 


(a)                                             
As
used in this Agreement, the following terms shall have the meanings set forth
below:


 


“Affiliate” has the meaning given in the Stock
Incentive Plan.


 


“Applicable Percentage” has the meaning given
in Section 7(b).


 


“Board” has the meaning given in the Stock
Incentive Plan.


 


“Cause” has the meaning given in the Stock
Incentive Plan.


 


“Closing” has the meaning given in
Section 2(a).


 


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“Common Stock” means the common stock, par
value $.01 per share, of the Company.


 


“Company” means CDRV Investors, Inc., a
Delaware corporation, provided that for purposes of determining the
status of Employee’s employment with the “Company,” such term shall include the
Company and its Subsidiaries.


 


“Custodian” has the meaning given in
Section 7(c).


 


“Determination Date” means the effective date
of the Employee’s termination of employment.


 


“Disability” has the meaning given in the Stock
Incentive Plan.


 


“Drag-Along Closing” has the meaning given in
Section 7(a).


 


“Drag-Along Notice” has the meaning given in
Section 7(a).


 


“Employee” means the purchaser of the Shares
whose name is set forth on the signature page of this Agreement; provided
that following such person’s death, the “Employee” shall be deemed to include
such person’s beneficiary or estate and following such person’s Disability, the
“Employee” shall be deemed to include any legal representative of such person.


 


“Exchange Act” means the United States
Securities Exchange Act of 1934, as amended, or any successor statute, and the
rules and regulations thereunder that are in effect at the time, and any
reference to a particular section thereof shall include a reference to the
corresponding section, if any, of any such successor statute, and the rules and
regulations thereunder.


 


“Fair Market Value” has the meaning given in
the Stock Incentive Plan.


 


“Financing Agreements” has the meaning given in
Section 5(f).


 


“First Installment Amount” has the meaning
given in Section 5(d).


 


“First Option Period” has the meaning given in
Section 5(a)


 


“First Refusal Period” has the meaning given in
Section 8(b).


 


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“Investor” means the “CD&R Fund” as such
term is defined in the Stock Incentive Plan.


 


“Offer Price” has the meaning given in
Section 8(a).


 


“Offer Terms” has the meaning given in
Section 8(a).


 


“Offered Shares” has the meaning given in
Section 8(a).


 


“Person” means any natural person, firm,
partnership, limited liability company, association, corporation, company,
trust, business trust, governmental authority or other entity.


 


“Public Market” shall be deemed to have been
established at such time as 30% of the Common Stock (on a fully diluted basis)
has been sold to the public pursuant to an effective registration statement
under the Securities Act, pursuant to Rule 144 or pursuant to a public offering
outside the United States.


 


“Public Offering” means an underwritten public
offering of the Common Stock led by at least one underwriter of nationally
recognized standing.


 


“Purchase Price” has the meaning given in
Section 5(c).


 


“Qualified Offer” means an offer to purchase
Shares from a single purchaser and which must be in writing and for cash or
other immediately-available funds, be irrevocable by its terms for at least 60
days and be a bona fide offer as determined in good faith by the Board or the
Compensation Committee thereof.


 


“Retirement” means the Employee’s retirement
from active service on or after the Employee reaches normal retirement age.


 


“Rule 144” means Rule 144 under the Securities
Act (or any successor provision thereto).


 


“Sale Notice” has the meaning given in
Section 6(a).


 


“Second Option Period” has the meaning given in
Section 5(a).


 


“Second Refusal Period” has the meaning given
in Section 8(c).


 


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“Securities Act” means the United States
Securities Act of 1933, as amended, or any successor statute, and the rules and
regulations thereunder that are in effect at the time and any reference to a
particular section thereof shall include a reference to the corresponding
section, if any, of any such successor statute, and the rules and regulations
thereunder.


 


“Shares” has the meaning given in
Section 1(a).


 


“Subsidiary” has the meaning given in the Stock
Incentive Plan.


 


“Third-Party Buyer” means any Person other than
the Company or any of its Subsidiaries, any employee benefit plan of the
Company or any of its Subsidiaries, the Investor or any of its co-investors, or
any Affiliates of the foregoing.


 


“Transfer” means any sale, assignment,
transfer, pledge, encumbrance, or other direct or indirect disposition
(including a hedge or other derivative transaction).


 


“Unforeseen Personal Hardship” means financial
hardship arising from (i) extraordinary medical expenses or other
expenses directly related to illness or disability of the Employee, a member of
the Employee’s immediate family or one of the Employee’s parents or (ii)
payments necessary or required to prevent the eviction of the Employee from the
Employee’s principal residence or foreclosure on the mortgage on that
residence.


 


Section 11.                                    
Miscellaneous.


 


(a)                                             
Authorization
to Share Personal Data.  The Employee authorizes any Affiliate of the
Company that employs the Employee or that otherwise has or lawfully obtains
personal data relating to the Employee to divulge such personal data to the
Company if and to the extent appropriate in connection with this Agreement or
the administration of the Stock Incentive Plan.


 


(b)                                            
Unforeseen
Personal Hardship.  If the Employee, prior to a Public Offering and
still in the employment of the Company, experiences Unforeseen Personal
Hardship, the Board will carefully consider any request by the Employee that
the Company repurchase the Employee’s Shares at a price determined in
accordance with Section 5(c) hereof, but the Company shall have no
obligation to do so.


 


14

















 


(c)                                             
Notices.  All notices
and other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been given if delivered
personally or sent by certified or express mail, return receipt requested,
postage prepaid, or by any recognized international equivalent of such
delivery, to the Company, the Investor or the Employee, as the case may be, at
the following addresses or to such other address as the Company, the Investor
or the Employee, as the case may be, shall specify by notice to the others:


 


(i)                                    
if
to the Company, to it at:


 


c/o VWR International, Inc.

1310 Goshen Parkway 

P.O. Box 2656

West Chester, Pennsylvania 19380

Attention:  General Counsel

Fax: 610-701-9896


 


(ii)                                 
if
to the Employee, to the Employee at his or her most recent address as shown on
the books and records of the Company or Subsidiary employing the Employee.


 


(iii)                              
if
to the Investor, to it:


 


c/o Clayton, Dubilier & Rice, Inc.

375 Park Avenue, 18th Floor

New York, New York 10152

Attention:  Richard Schnall 

Fax: (212) 407-5252


 


All such notices and communications shall be deemed to
have been received on the date of delivery if delivered personally or on the
third business day after the mailing thereof.  Copies of any notice or
other communication given under this Agreement shall also be given to:


 


Clayton, Dubilier & Rice, Inc.

375 Park Avenue, 18th Floor

New York, New York 10152

Fax:  (212) 407-5252

Attention:  Richard Schnall


 


15

















 


and


 


Debevoise & Plimpton LLP

919 Third Avenue 

New York, New York 10022 

Fax:  (212) 909-6836

Attention:  Franci J. Blassberg


 


(d)                                            
Binding
Effect; Benefits.  This Agreement shall be binding upon and inure to the
benefit of the parties to this Agreement and their respective successors and
assigns.  Except as otherwise provided herein with respect to the
Investor, nothing in this Agreement, express or implied, is intended or shall
be construed to give any person other than the parties to this Agreement or
their respective successors or assigns any legal or equitable right, remedy or
claim under or in respect of any agreement or any provision contained herein.


 


(e)                                             
Waiver;
Amendment.


 


(i)                                    
Waiver.  Any party
hereto may by written notice to the other parties (A) extend the time
for the performance of any of the obligations or other actions of the other
parties under this Agreement, (B) waive compliance with any of the
conditions or covenants of the other parties contained in this Agreement, and (C)
waive or modify performance of any of the obligations of the other parties
under this Agreement, provided that any waiver of the provisions of
Section 4 through and including Section 8 or this Section 11(e)
must be consented to in writing by the Investor.  Except as provided in
the preceding sentence, no action taken pursuant to this Agreement, including,
but not limited to, any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action of compliance
with any representations, warranties, covenants or agreements contained
herein.  The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any preceding
or succeeding breach and no failure by a party to exercise any right or
privilege hereunder shall be deemed a waiver of such party’s rights or
privileges hereunder or shall be deemed a waiver of such party’s rights to
exercise the same at any subsequent time or times hereunder.


 


(ii)                                 
Amendment.  This Agreement
may be amended, modified or supplemented only by a written instrument executed
by the


 


16

















 


Employee and the Company, provided
that the provisions of Section 4 through Section 9 and this
Section 11 may be amended by vote of a majority (by number of shares of
Common Stock) of the Employee’s who hold shares of Common Stock purchased
pursuant to a stock subscription agreement having comparable provisions; provided,
further, that any amendment adversely affecting the rights of the Investor
hereunder must be consented to by the Investor.


 


(f)                                               
Assignability.  Neither this
Agreement nor any right, remedy, obligation or liability arising hereunder or
by reason hereof shall be assignable by the Company or the Employee without the
prior written consent of the other parties, provided that the Investor may
assign from time to time all or any portion of its rights under this Agreement,
to one or more persons or other entities designated by it.


 


(g)                                            
Applicable
Law.  This Agreement shall be governed in all respects, including,
but not limited to, as to validity, interpretation and effect, by the internal
laws of the State of New York, without reference to principles of conflict of
law that would require application of the law of another jurisdiction.


 


(h)                                            
Waiver
of Jury Trial.  Each party hereby waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in
respect of any suit, action or proceeding arising out of this Agreement or any
transaction contemplated hereby.  Each party (a) certifies that no
representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek
to enforce the foregoing waiver and (b) acknowledges that it and the
other parties have been induced to enter into the Agreement by, among other
things, the mutual waivers and certifications in this Section 11(h).


 


(i)                                                
Section and
Other Headings, etc.  The section and other headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.


 


(j)                                                
Counterparts.  This Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original and all of which together shall constitute one and the same
instrument.


 


17

















 


IN WITNESS WHEREOF, the
Company and the Employee have executed this Agreement as of the date first
above written.


 


 


	
   

  	
   

  	
  CDRV INVESTORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  THE EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  	
  «Name»

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  as Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address of the
  Employee:

  
	
   

  	
   

  
	
   

  	
  «Address»

  
	
   

  	
   

  
	
  Total Number of Shares

  	
   

  
	
  of Common Stock to be

  	
   

  
	
  Purchased:

  	
  «Shares»

  
	
   

  	
   

  
	
  Total Purchase

  	
   

  
	
  Price:

  	
  $«Share_Amount»

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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