exv10w2









Exhibit 10.2




Employment Agreement of Gregory A. Gould

Amendment




     Pursuant to Section 14 of the Employment Agreement between SeraCare Life Sciences, Inc. and
Gregory A. Gould dated August 16, 2006 and amended and restated on December 22, 2008 (the
“Agreement”), SeraCare Life Sciences, Inc. (the “Company”) and Gregory A. Gould (the “Executive”)
hereby agree to amend the Agreement as follows, effective April 1, 2009:




	1.	 	A new Section 3.5 is hereby added, to read as follows:
	 
	“3.5.  	 	Compensation for the period April 1, 2009 to March 31, 2010.
Notwithstanding Section 3.1, for the period April 1, 2009 to March 31, 2010 (the
“Salary Reduction Period”):






(a) The Executive’s Base Salary shall be at an annualized rate of $229,500, and
shall be paid in cash in accordance with the Company’s regular payroll practices in
effect from time to time.




(b) (i) The Executive shall receive, on each of July 1, 2009, October 1, 2009,
January 4, 2010, and April 1, 2010 (each date, a “Grant Date”), shares of the
Company’s common stock equal in number to (A) 10,125, if the closing price per share
of the Company’s common stock on the applicable Grant Date, measured in U.S. dollars
(the “Applicable Share Price”), is equal to or less than one (1) U.S. Dollar; or (B)
$10,125.00 divided by the Applicable Share Price, if the Applicable Share Price is
greater than one (1) U.S. dollar. The resulting share total shall be rounded down
to the nearest whole share and any fractional amount shall be paid in cash. These
 shares shall be granted pursuant to the Company’s 2009 Equity Incentive Plan.




(ii) Notwithstanding (b)(i) above, with respect to any Grant Date, the Company may
in its discretion pay cash (in lieu of shares) equal to the actual fair market value
of any portion or all of the shares to which the Executive is entitled under this
Section 3.5(b).




(iii) For the avoidance of doubt, the Company may withhold from amounts otherwise
payable under Section 3.5(a) during the quarter preceding each Grant Date such
amounts as the Company in its discretion determines may be required to be withheld
for tax purposes with respect to the delivery of shares (pursuant to this Section
3.5(b)) on such Grant Date; provided, that if for any reason the Company’s
withholdings during the quarter preceding a Grant Date are insufficient to provide
for any required tax withholding with respect to shares or other amounts to be
delivered on such Grant Date, the Executive shall upon request from the Company and
prior to the delivery of such shares or other amounts promptly pay the Company, in
cash, any shortfall in such required withholding.




(c) Notwithstanding anything in this Agreement to the contrary, if the Executive’s
employment is terminated for any reason during the Salary Reduction Period, in
addition to the payment of Accrued Obligations pursuant to Section 5.3(a), the
Company shall deliver to the Executive (or, in the event of his death, the
Executive’s estate), an amount of shares of the Company’s common stock equal to (i)
the number of shares to which the Executive would have otherwise been entitled under
Section 3.5(b) on the first Grant Date following the Severance Date (as that term is
defined in Section 5.3) if the Executive’s employment had not been terminated,
multiplied by (ii) a fraction, the



Employment Agreement of Gregory A. Gould — Amendment




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numerator of which is the number of days prior to and including the Severance Date
during the quarter in which the Severance Date occurs and the denominator of which
is the total number of days in such quarter. The resulting share total shall be
rounded down to the nearest whole share and any fractional amount shall be paid in
cash. Notwithstanding the foregoing, the Company may in its discretion pay to the
Executive the cash value of the shares to which the Executive is otherwise entitled
under this Section 3.5(c), in lieu of such shares. The cash value of the shares
shall be calculated based upon the closing price per share of the Company’s common
stock on the first Grant Date following the Severance Date. Any shares or cash
payable under this Section 3.4(c) shall be paid on such first Grant Date following
the Severance Date.




(d) Notwithstanding any of the foregoing, if the Executive’s employment is
terminated during the Salary Reduction Period by the Company without Cause or by the
Executive for Good Reason (as such terms are defined in Section 5.5):




     (i) the Severance Benefits described in Section 5.3(b)(i) shall be paid to the
Executive in cash in its entirety, and




     (ii) for purposes of Section 5.3(b)(i), the Base Salary in effect on the
Severance Date shall equal the annualized base salary rate in effect immediately
prior to the Salary Reduction Period.”




	2.	 	Section 4.3 is hereby amended in its entirety to read as follows:
	 
	“4.3 	 	 Vacation and Other Leave. During the Period of Employment, the
Executive shall be entitled to take vacation in accordance with the Company’s vacation
policies in effect from time to time. The Executive shall also be entitled to holidays
and other leave in accordance with the Company’s policies in effect from time to time.
For the avoidance of doubt, no accrual of any vacation, holiday or other leave pay
shall occur.
	 
	 	 	Notwithstanding the Company’s vacation policies and other paid time off policies (if
any) in effect from time to time, the Executive voluntarily agrees, in exchange for
receiving his base salary (rather than the lower base salary that would otherwise
have been paid to him) and shares of the Company’s stock pursuant to Section 3.5(b),
to finally relinquish any right to accrued vacation time and other leave pay as of
April 1, 2009.”
	 
	3.	 	Section 5.5(a)(i) (Accrued Obligations) is hereby amended by deleting the
parenthetical “(including accrued and unpaid vacation time)” in its entirety.





     IN WITNESS WHEREOF, SeraCare Life Sciences, Inc. by its duly authorized officer, and The
Executive, have executed this Amendment under seal this 30th day of March, 2009.



	 	 	 	 	 	 	 	 	 
	SERACARE LIFE SCIENCES, INC.

	 	 
	 	THE EXECUTIVE:
	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Susan L.N. Vogt
	 	 	 	/s/ Gregory A. Gould	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Susan L.N. Vogt
	 	 	 	Gregory A. Gould	 	 
	 

	 	Title: President and Chief Executive Officer	 	 	 	 	 	 






Employment Agreement of Gregory A. Gould — Amendment




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