Exhibit 10.12


[Logos and Letterhead of Clayton, Dubilier & Rice]


April
19, 2004


Mr.
Walter Zywottek

CEO

VWR International, Inc.

Goshen Corporate Park West 

1310 Goshen Parkway

West Chester, PA 19380


Dear
Walter:


I am
writing to confirm our understanding of the terms that will govern your
employment with VWR International, Inc. (“VWR”) following Clayton Dubilier
& Rice Fund VI Limited Partnership’s acquisition of VWR.


	
  Position:

  	
   

  	
  Chief Executive Officer
  and a member of the Board of Directors of VWR International or any holding
  company for VWR established as part of the acquisition.

  
	
   

  	
   

  	
   

  
	
  Salary:

  	
   

  	
  $600,000 per year,
  payable in installments on VWR’s regular payroll dates.

  
	
   

  	
   

  	
   

  
	
  Location:

  	
   

  	
  The Company’s current
  offices in West Chester, Pennsylvania.

  
	
   

  	
   

  	
   

  
	
  Annual Bonus:

  	
   

  	
  You will be eligible to
  participate in VWR’s management incentive program with a projected target
  bonus of up to 100% of base salary.

  
	
   

  	
   

  	
   

  
	
  Stock Purchase:

  	
   

  	
  You will be provided
  the opportunity to purchase up to twenty thousand (20,000) shares (the
  “Shares”) of common stock, par value $0.01 per share, of the top tier company
  that will acquire VWR.  The per share purchase price will be the same
  per share price as that paid by the Clayton, Dubilier & Rice Fund VI
  Limited Partnership — $100 per share.  Our expectation is that you would
  buy a minimum of five thousand (5,000) shares.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The purchase of the
  shares will be made pursuant to a management stock subscription agreement
  that is substantially similar to those for use by other officers of
  VWR.  The material terms of that agreement are 

  



 


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  summarized on Annex “A”
  attached hereto.

  
	
   

  	
   

  	
   

  
	
  Stock Options:

  	
   

  	
  For each share
  purchased, you will receive a grant of options to purchase three (3) shares
  of common stock, up to an aggregate of sixty thousand (60,000) shares, at an
  exercise price of $100 per share (the “Options”).  The Option grant will
  be made pursuant to a management stock option agreement that is substantially
  similar to those for use by other officers of VWR.  The material terms
  of that agreement are summarized on Annex “B” attached hereto.

  
	
   

  	
   

  	
   

  
	
  Benefits:

  	
   

  	
  You will be entitled to
  participate in all health, welfare and other similar benefits available to
  senior executives of VWR.

  
	
   

  	
   

  	
   

  
	
  Severance:

  	
   

  	
  If your employment is
  terminated by VWR without cause within the first 30 months after the closing
  of the acquisition, you will be entitled to receive continued payments of
  your base salary and health benefits for two years after termination. 
  If your employment is terminated by VWR without cause after 30 months after
  the closing of the acquisition, you will be entitled to receive continued
  payments of your base salary and health benefits until the earlier of one year
  after termination or until you obtain new full time employment.  These
  continued payments would be subject to your execution of a general release
  and standard provisions regarding confidentiality, non-competition and
  non-solicitation of employees, agents and customers.

  
	
   

  	
   

  	
   

  
	
  Meaning of “Cause”:

  	
   

  	
  For purposes of this
  letter agreement (including Annex A and Annex B), “cause” has the same
  meaning as in your existing agreement.

  



 


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  Additional terms:

  	
   

  	
  Effective as of closing
  your existing employment agreement will terminate.

  



 


 


 


	
   

  	
  Sincerely,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Richard J.
  Schnall

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  cc: James W. Rogers

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and Agreed

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Walter Zywotteck

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


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Annex A


 


Terms of
Management Stock Subscription Agreement


	
  Transfer
  Restrictions:

  	
   

  	
  Prior to an IPO, no
  transfers of Shares, except as specified below.  In addition, if VWR
  files a registration statement for an underwritten public offering of its
  common stock, you may not transfer the Shares in a public sale (including a
  sale under Rule 144) during the 20 days before and the 180 days after the
  effective date of the registration statement.

  
	
   

  	
   

  	
   

  
	
  Rights
  of First Refusal:

  	
   

  	
  Prior to an IPO, each
  of VWR and Clayton, Dubilier & Rice Fund VI Limited Partnership (together
  with any other CD&R fund that owns VWR shares, the “CD&R Fund”) will
  have a right of first refusal over a sale of all or any part of the Shares.

  
	
   

  	
   

  	
   

  
	
  Option
  upon Termination of Employment:

  	
   

  	
  Prior to an IPO, each
  of VWR and the CD&R Fund will have an option to repurchase all or any
  portion of the Shares if your employment with VWR terminates for any
  reason.  If the repurchase is due to a termination of your employment
  for cause, the price will be the lesser of fair market value and the original
  subscription price.  All other repurchases will be at fair market value,
  as determined by the VWR Board.

  
	
   

  	
   

  	
   

  
	
  Drag
  Along and Tag Along Rights:

  	
   

  	
  Prior to an IPO, the
  CD&R Fund will have pro rata drag-along rights over your Shares in the
  event of a sale of 20% or more of its shares of common stock to a third
  party.  Also, prior to an IPO you will have the right to participate in
  sales by CD&R fund of 80% or more of its shares.

  
	
   

  	
   

  	
   

  
	
  Put
  Option upon Termination of Employment:

  	
   

  	
  Prior to an IPO, you
  will have a put option against VWR at fair market value if your employment
  with VWR is terminated by VWR without cause or terminates by reason of death
  or disability.

  
	
   

  	
   

  	
   

  
	
  Registration
  Rights:

  	
   

  	
  You will be entitled to
  the customary registration rights provided to other management investors.

  
	
   

  	
   

  	
   

  
	
  Repurchase
  Delays:

  	
   

  	
  Any repurchase of the
  Shares by VWR may be delayed if:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·                
  The repurchase
  would violate VWR’s financing documents;

  



 


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  ·                
  The repurchase
  would violate VWR’s certificate of incorporation; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·                
  VWR does not have
  funds legally available therefore under applicable law.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In the event that a
  repurchase of Shares by VWR is delayed pursuant to the operation of this
  right, the purchase price per share when the repurchase of such Shares
  eventually takes place shall equal the sum of (i) the purchase price of such
  Shares at the time that the repurchase of such Shares would have occurred but
  for the operation of this right, plus (ii) an amount equal to interest on
  such purchase price for the period from the date on which the completion of
  the repurchase would have taken place but for the operation of this right to
  the date on which such repurchase actually takes place at a rate equal to the
  average annual cost to VWR of its and its subsidiaries bank indebtedness
  obligations outstanding during the delay period or, if there are no such
  obligations outstanding, one percentage point greater than the average annual
  prime rate charged during such period by JP Morgan Chase Bank or such other
  nationally recognized bank designated by VWR.

  
	
   

  	
   

  	
   

  
	
  Definition
  of “Fair Market Value”:

  	
   

  	
  As determined in good
  faith by the VWR Board.  Initially Fair Market Value will be the per
  share price paid by the CD&R Fund.

  



 


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Annex B


Terms of
Management Stock Option Agreement


	
  Type
  of Option:

  	
   

  	
  Non-qualified stock
  options.

  
	
   

  	
   

  	
   

  
	
  Vesting:

  	
   

  	
  Five equal installments
  on each of the first five anniversaries of the grant date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vested options may only
  be exercised following the first IPO, or, if prior to an IPO, pursuant to an
  exemption from registration requirements under applicable securities laws.

  
	
   

  	
   

  	
   

  
	
  Term:

  	
   

  	
  10 years from grant
  date.

  
	
   

  	
   

  	
   

  
	
  Termination:

  	
   

  	
  Upon termination of
  employment with VWR for any reason other than death or disability, all
  unvested options will terminate, and the vested option will terminate as
  follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·                
  If termination is
  for cause, all vested options will terminate; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·                
  If termination is
  for any other reason, all vested options will remain exercisable until the
  earlier of (i) 60 days after the earlier of the expiration of CD&R
  Fund’s right to purchase the options and receipt of notice that CD&R Fund
  does not intend to exercise such right and (ii) expiration of the option
  term.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Upon termination of
  employment for death or disability, all options will vest and remain
  exercisable until the earlier of (i) six months after termination of
  employment and (ii) expiration of the option term

  
	
   

  	
   

  	
   

  
	
  Transfer
  Restrictions:

  	
   

  	
  No transfer except to
  your estate upon death or to VWR or the CD&R Fund pursuant to their
  repurchase rights. Upon death, only your estate may exercise the options.

  



 


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  Repurchase
  Rights:

  	
   

  	
  Prior to an IPO, VWR
  and the CD&R Fund have repurchase rights similar to those described in
  relation to the Shares, at a price equal to the fair market value of the
  common stock less the exercise price.  VWR’s right to complete a
  purchase may be delayed in the circumstances and as described above in
  relation to the Shares.

  
	
   

  	
   

  	
   

  
	
  Change
  of Control:

  	
   

  	
  On a change of control
  all Options vest and are cashed out or (at the discretion of the Board) may
  instead be rolled over into equivalent options on shares of the acquiror (in
  which case the rollover options must have additional protections that vest on
  a termination without cause or a constructive termination of employment).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If vesting would be
  accelerated as result of a change of control, vesting will further be subject
  to the approval of VWR’s shareholders if and to the extent necessary to avoid
  any “golden parachute” tax implications.

  



 


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