**Exhibit10.17**

 

 

1310 GoshenParkway

P.O. Box 2656

West Chester,PA  19380-0906

(610) 431-1700,www.vwr.com

 

 

February 7, 2005

 

 

GeorgeA. Gunther

957Burdette Drive

Downingtown,PA  19335

 

Dear George:

 

As previously discussedbetween Walter Zywottek and yourself your assignment with VWR Internationalwill end effective March 11, 2005. In recognition of your service, VWR is offering you a severance packageconsistent with the terms and conditions of your employment agreement.  We ask in return that you sign the enclosedSeverance Agreement and General Release.

 

Under your EmploymentAgreement, you may be eligible to receive severance of up to two years ofsalary continuation and target bonus, which equals $803,460.  If you accept VWR’s offer, VWR will pay youan amount equivalent to 6 times VWR’s monthly contribution to your currenthealth benefit premium, and will make outplacement services available to youthrough Right Associates.  The details ofthese and the other elements of the severance package are contained in theAgreement.

 

You may accept VWR’soffer by submitting a signed copy of the Agreement to me by the close ofbusiness February 28, 2005.  TheAgreement is very important and we encourage you to use as much of that time asyou need to read it carefully and consult with an attorney before signingit.  However, the sooner we receive thesigned Agreement, the sooner you will begin receiving your severance paymentand outplacement benefits.

 

Whether you accept ordecline VWR’s severance, VWR will pay your wages and any unused paid time offaccrued through March 11, 2005, as reduced by applicable deductions and inaccordance with VWR’s payroll practices.

 

Please sign one copy ofthis letter and return it to me today. The original is for you to keep. Signing this letter does not mean you have accepted VWR’s severanceoffer.  Rather, it is merely confirmationfor our records that you received this letter and the enclosed Agreement.

 

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We regret that it hasbecome necessary for us to part ways and wish you the best of luck in yourfuture endeavors.

 
| Sincerely,             | I received this  letter and the enclosed  Severance Agreement and General Release on  February 7, 2005 |
|------------------------|-------------------------------------------------------------------------------------------------------------|
|                   |                                                                                                        |
| Charles Canfield       |                                                                                                        |
| Senior Vice President  |                                                                                                        |
| Global Human Resources |                                                                                                        |   |
|                   | George A.  Gunther                                                                                          |
| Enclosure              |                                                                                                        |

 

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**SEVERANCE AGREEMENT AND GENERAL RELEASE**

 

THIS SEVERANCE AGREEMENT AND GENERAL RELEASE (“Severance Agreement”) ismade and entered into by and between VWR International, Inc. (“VWR”), andGeorge A. Gunther (“Mr. Gunther”).

 

WHEREAS, VWR and Mr. Gunther entered into a certain EmploymentAgreement dated January 1, 2000 (“Employment Agreement”);

 

WHEREAS, VWR and Mr. Gunther entered into an Amendment toEmployment Agreement dated March 21, 2001 (“Amendment”); and,

 

WHEREAS, VWR and Mr. Gunther wish to conclude their employmentrelationship amicably and on mutually satisfactory terms and to settle fullyand finally all claims, disputes, and potential claims and disputes betweenthem.

 

NOW, THEREFORE, in consideration of the mutual promises containedherein and intending to be legally bound, VWR and Mr. Gunther AGREE asfollows:

 

1.             **Employment End Date**.  VWR’s employment of Mr. Gunther shallconclude permanently and irrevocably effective March 11, 2005.

 

2.             **Effective Date**.  This Agreement shall become effective andenforceable, unless sooner revoked pursuant to Paragraph 3, on the eighth dayafter Mr. Gunther signs the Agreement. Mr. Gunther will cause two masters of this Agreement, bearing hisoriginal signature, to be delivered to VWR at the following:

 

Charles Canfield

Senior VicePresident

Global HumanResources

VWR International, Inc.

1310 GoshenParkway

West Chester,PA  19380

 

3.             **Revocation**.  Mr. Gunther may revoke this Agreement ifhe delivers written notice of revocation to VWR at the address specified inParagraph 2 before 5:00 p.m. on the seventh day after he signs theAgreement.

 

4.             **Outplacement**.  Conditioned upon Mr. Gunther signing andnot revoking this Agreement, VWR shall pay on Mr. Gunther’s behalf anamount not to exceed $21,000 for outplacement services rendered by RightAssociates within one year after the Employment End Date.  Mr. Gunther shall take all stepsnecessary for Right Associates to release to VWR information regarding theservices it provides him.

 

5.             **COBRA-Cost Assistance**.  Conditioned upon Mr. Gunther signing andnot revoking this Agreement, and to defray a portion of the cost of any COBRAcontinuation coverage Mr. Gunther may elect, VWR will pay Mr. Guntheran amount of $5,853.12 which is equal to six (6) times the portion ofmonthly premiums VWR actually pays on Mr. Gunther’s 

 

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behalf for coverage underits health plans.  If at the end of theinitial six (6) month period Mr. Gunther has not secured alternativeemployment the COBRA-Cost Assistance will be continued for up to an additionalsix (6) month period.

 

6.             **Good and Valuable Consideration**.  The payments and otherconsideration promised in Paragraphs 4, and 5 (collectively “Payment”) are in addition to anything of value Mr. Guntheris entitled to receive from VWR and are good and valuable consideration forthis Agreement.

 

7.             **VWR’s Property**.  Mr. Gunther shall on or before March 11,2005, deliver to VWR any and all VWR’s property in his possession, custody, orcontrol, including without limitation all credit cards, keys (plant, office,desk), equipment, files, records, notes, documents (paper or electronic),memoranda, computer diskettes, computer programs, catalogs, customer lists, andany other data or information in any form whatever.

 

8.             **Cooperation. **In exchange for and inconsideration of the Payment, Mr. Gunther shall make himself reasonablyavailable, during normal business hoursand at other reasonable times throughout the period during which he receivesPayment installments pursuant to Paragraph 9 of the Amendment, to cooperatewith VWR in the completion of outstanding projects and in facilitatingthe orderly transition of responsibilities. When cooperating with VWRpursuant to this Paragraph, Mr. Gunther shall in good faith use his bestefforts to serve VWR’s interests exclusively.

 

9.             **Non-Disparagement**.  Mr. Gunther shall not communicate orpublish, directly or indirectly, any disparaging comments or information aboutVWR or any of its current or former officers, directors, managers, supervisors,employees, or representatives to any person, corporation, partnership, or anyother entity, including without limitation, any current or former employee,customer, or pending or prospective customer of VWR.

 

10.           **General Release**.  In consideration of the Payment and intendingto be legally bound, Mr. Gunther hereby irrevocably and unconditionallyreleases and forever discharges VWR and any and all of its parents, subsidiaries,affiliates, related entities, joint venturers and each of its and theirpredecessors, successors, insurers, owners, stockholders, directors, officers,employees, attorneys, and other agents (“Released Parties”) of and from any and all rights, obligations,promises, agreements, debts, losses, controversies, claims, causes of action,liabilities, damages, and expenses, including without limitation attorneys’fees and costs, of any nature whatsoever, whether known or unknown, asserted orunasserted, which he ever had, now has, or hereafter may have against theReleased Parties, or any of them, that arose at any time before or upon hissigning this Agreement, including without limitation the right to takediscovery with respect to any matter, transaction, or occurrence existing orhappening at any time before or upon his signing this Agreement and any and allclaims arising under any oral or written contract, agreement or understanding(except this Agreement), any common-law principle of any jurisdiction, anyfederal, state or local statute or ordinance, with all amendments thereto,including without limitation the Civil Rights Acts of 1866, 1871, 1964, and1991, the Equal Pay Act, the Age Discrimination in Employment Act of 1967, the Employee Retirement Income Security Act of1974, the Americans With Disabilities Act of 1990, the Family and 

 

 

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Medical Leave Act of 1993,the Pennsylvania Human Relations Act, and any other employee-protective law ofany jurisdiction that may apply.

 

11.           **No Right to Relief. **Mr. Gunther shall have no right toobtain or receive any money damages, injunctive, or other relief through anylawsuit, complaint, action or proceeding commenced or maintained in any court,agency, or other forum by him or by any person or entity on his behalf withrespect to any act, omission, claim or other matter that is covered byParagraph 10 of this Agreement.

 

12.           **Confidentiality**.  Mr. Gunther agrees that, except in anaction for breach of this Agreement, the terms of this Agreement shall not bedisclosed or introduced or used in any future proceedings.  Mr. Gunther agrees that he shall keepthe terms of this Agreement STRICTLY CONFIDENTIAL and that he shall notdisclose them to any person other than his immediate family and his current orfuture attorneys, accountants or tax advisors, each of whom shall agree beforeany such disclosure to be bound by this confidentiality provision.

 

13.           **Confidential Information.** Mr. Gunther acknowledges that he has had and will continue to haveaccess to trade secrets and other proprietary, confidential information of VWR,its affiliates, and its and their subsidiaries and customers, includinginformation about employees, developments, business plans, costs, customers,profits, markets, sales, products, services, strategies, marketing and otherinformation not available to the public or in the public domain (hereinafterreferred to as “Confidential Information”). In recognition of the foregoing, Mr. Gunther covenants and agreesthat he will keep secret all Confidential Information and will not, directly orindirectly, either during his employment or at any time thereafter, disclose ordisseminate to anyone or make use of, for any purpose whatsoever, except asrequired by his duties to VWR, any Confidential Information.  The term “Confidential Information” shall notinclude information that can be demonstrated to be generally known in theindustry or to the public other than through breach of Mr. Gunther’obligations to VWR.  Nothing in thisprovision shall diminish in any way Mr. Gunther’s continuing obligationsunder the Employment Agreement, including without limitation Sections 10, 11,12, 13, 14, 16, and 17, and the Amendment, including without limitation Section 9.

 

14.           **Good Faith Settlement**.  This Agreement constitutes the good faithcompromise and settlement of all claims and potential claims Mr. Guntherhas against any one or more of the Released Parties and is not and shall not beconstrued as an admission of any wrongful or unlawful act against Mr. Guntheror that the conclusion of Mr. Gunther’s employment was in any way wrongfulor unlawful.

 

15.           **Knowing and Voluntary Agreement.**  Mr. Gunther acknowledgesthat he received this Agreement on February 7, 2005; that VWR advised himin writing, by this Paragraph and otherwise, to consult with an attorney beforesigning this Agreement; that VWR provided his with no less than 21 days withinwhich to consider this Agreement before signing it; that VWR provided his withno less than seven days within which to revoke this Agreement after signing it;that Mr. Gunther carefully read and fully understands all of theprovisions and effects of this Agreement; that Mr. Gunther is enteringinto this Agreement voluntarily and free of coercion and duress; and thatneither VWR nor any of its agents or attorneys made any representations orpromises concerning the terms or effects of this Agreement.

 

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16.           **Governing Law**.  This Agreement shall in all respects beinterpreted, enforced, and governed under the laws of the Commonwealth ofPennsylvania, without reference to the principles of conflicts of law otherwiseapplicable therein.

 

17.           **Construction**.  Each Party to this Agreement had fullopportunity to negotiate all terms and language of this Agreement and thisAgreement and all of its terms shall be construed as if drawn by both partiesand not against either as the drafter.

 

18.           **Entire Agreement**.  This Agreement, the Employment Agreement, andthe Amendment together set forth the entire agreement between the Parties andfully supersede any and all other written or oral contracts, agreements orunderstandings between the parties pertaining to the subject matter hereof.  Notwithstanding anything herein to thecontrary, Mr. Gunther specifically reaffirms his continuing obligationsunder the Employment Agreement, including without limitation Sections10, 11, 12, 13, 14, 16, and 17, and the Amendment, including without limitationSection 9.

 

19.           **Severability**.  If a court of competent jurisdictionadjudicates any covenant or obligation under this Agreement void orunenforceable in whole or in part, then the parties intend that the courtmodify such provision only to the extent necessary to render the covenant orobligation enforceable as modified or, if the covenant or obligation cannot beso modified, the parties intend that the court sever such covenant orobligation and that the remainder of this Agreement, and all remainingcovenants, obligations and provisions, as so modified, shall remain valid,enforceable, and in full force and effect.

 

**BY SIGNING THIS AGREEMENT, GEORGE A. GUNTHER ACKNOWLEDGES THAT HE DOESSO VOLUNTARILY AFTER CAREFULLY READING AND FULLY UNDERSTANDING EACH PROVISIONAND ALL OF THE EFFECTS OF THIS AGREEMENT, WHICH INCLUDES A RELEASE OF KNOWN ANDUNKNOWN CLAIMS AND RESTRICTS FUTURE LEGAL ACTION AGAINST VWR INTERNATIONAL,INC. AND OTHER RELEASED PARTIES.**

** **

IN WITNESS WHEREOF, andintending to be legally bound hereby, the parties have executed this SeveranceAgreement and General Release.

 
|              | VWR INTERNATIONAL, INC. |
|-------------------|-------------------------|
|              |                    |
|              |                    |
|              | /                       |   | By: |   |  / |   |
| George A. Gunther | /Date                   |   |   | Charles Canfield |  /Date |   |
|              |                    |   |   | Senior Vice President |   |   |
|              |                    |   |   | Global Human Resources |   |   |

 

 

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