exv10w4









Exhibit 10.4




Employment Agreement of Ronald R. Dilling

Amendment




     Pursuant to Section 19 of the Employment Agreement between SeraCare Life Sciences, Inc. and
Ronald R. Dilling dated February 1, 2008 and amended on December 31, 2008 (the “Agreement”),
SeraCare Life Sciences, Inc. (the “Company”) and Ronald R. Dilling (the “Executive”) hereby agree
to amend the Agreement as follows, effective April 1, 2009:




	1.	 	Section 3(c) shall be amended in its entirety to read as follows:
	 
	“(c)  	 	Vacation and Other Leave. During the term hereof, 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 vacation, holiday or other leave pay shall be accrued.
	 
	 	 	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(f)(ii), to finally relinquish any right to accrued vacation time and other leave
pay as of April 1, 2009.”
	 
	2.	 	A new Section 3(f) is hereby added, to read as follows:
	 
	“(f) 	 	 Compensation for the period April 1, 2009 to March 31, 2010.
Notwithstanding Section 3(a), for the period April 1, 2009 to March 31, 2010 (the
“Salary Reduction Period”):






(i) The Executive’s Base Salary shall be reduced by 5% from $205,750 per annum to
the rate of $195,462.50 per annum, and shall be paid in cash in accordance with the
Company’s regular payroll practices in effect from time to time.




(ii) (1) 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) 2,571, 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)
$2,571.87 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.




(2) Notwithstanding (ii)(1) 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(f)(ii).




(3) For the avoidance of doubt, the Company may withhold from amounts otherwise
payable under Section 3(f)(i) 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(f)(ii)) on such



Employment Agreement of Ronald Dilling — Amendment





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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.




(iii) 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 Final Compensation payable pursuant to Section 4, 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(f)(ii) on the
first Grant Date following the date of termination if the Executive’s employment had
not been terminated, multiplied by (ii) a fraction, the numerator of which is the
number of days prior to and including the date of termination during the quarter in
which the date of termination 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(f)(iii), 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 date of termination. Any shares or cash
payable under this Section 3(f)(iii) shall be paid on such first Grant Date
following the date of termination.




(iv) Notwithstanding any of the foregoing, if the Executive’s employment is
terminated during the Salary Reduction Period by the Company other than for Cause
(as such term is defined in Section 4(c)), then for purposes of Section 4(d) the
Base Salary rate in effect on the date of termination shall equal the annualized
base salary rate in effect immediately prior to the Salary Reduction Period.




	3.	 	Section 4(a)(ii) is hereby deleted in its entirety and is replaced by the
phrase “[Intentionally omitted]”.





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



	 	 	 	 	 	 	 	 	 
	THE COMPANY:	 	 	 	THE EXECUTIVE:
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Susan L.N. Vogt
	 	 	 	/s/ Ronald R. Dilling	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Susan L.N. Vogt
	 	 	 	Ronald R. Dilling	 	 
	 

	 	Title: President and Chief Executive Officer	 	 	 	 	 	 






Employment Agreement of Ronald Dilling — Amendment



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