Exhibit 10.1






Exhibit 10.1




GENERAL RELEASE




I, Matthew Malenfant, in consideration of and subject to the performance by VWR Management
Services LLC (together with its affiliates, the “Company”), of its obligations under the Letter
Agreement, dated as of December 20, 2010 (the “Agreement”), do hereby release and forever
discharge as of the date hereof the Company and its affiliates, including VWR International, LLC,
and all present and former directors, officers, agents, representatives, employees, successors and
assigns of the Company and its affiliates and the Company’s direct or indirect owners
(collectively, the “Released Parties”) to the extent provided below and agree to the following
terms:




	1.	 	I understand that any payments or benefits paid or granted to me
under the “Severance/Restrictive Covenants” section of the Agreement and under Section 10 of
this General Release represent, in part, consideration for signing this General Release and
are not salary, wages or benefits to which I was already entitled. I understand and agree that
I will not receive the payments and benefits specified in the “Severance/Restrictive
Covenants” section of the Agreement or under Section 10 of this General Release unless I
execute this General Release and do not revoke this General Release within the time period
permitted hereafter or breach this General Release. I also acknowledge and represent that I
have received all payments and benefits that I am entitled to receive (as of the date hereof)
by virtue of any employment by the Company.







	2.	 	Except as provided in paragraph 4 below and except for the provisions of the Agreement which
expressly survive the termination of my employment with the Company, I knowingly and
voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever
discharge the Company and the other Released Parties from any and all claims, suits,
controversies, actions, causes of action, cross-claims, counter-claims, demands, debts,
compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims
for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity,
both past and present (through the date this General Release becomes effective and
enforceable) and whether known or unknown, suspected, or claimed against the Company or any of
the Released Parties which I, my spouse, or any of my heirs, executors, administrators or
assigns, may have, which arise out of or are connected with my employment with, or my
separation or termination from, the Company (including, but not limited to, any allegation,
claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the
Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended
(including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended;
the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the
Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act
of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state
or local counterparts; or under any other federal, state or local civil or human rights law,
or under any other local, state, or federal law, regulation or ordinance; or under any public
policy, contract or tort, or under common law; or arising under any policies, practices or
procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction
of emotional distress, defamation; or any claim for costs, fees, or other expenses, including
attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to
herein as the “Claims”).





 


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	3.	 	I represent that I have made no assignment or transfer of any right, claim, demand, cause of
action, or other matter covered by paragraph 2 above.







	4.	 	I agree that this General Release does not waive or release any rights or claims that I may
have under the Age Discrimination in Employment Act of 1967 which arise after the date I
execute this General Release. I acknowledge and agree that my separation from employment with
the Company in compliance with the terms of the Agreement shall not serve as the basis for
any claim or action (including, without limitation, any claim under the Age
Discrimination in Employment Act of 1967).







	5.	 	In signing this General Release, I acknowledge and intend that it shall be effective as a bar
to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that
this General Release shall be given full force and effect according to each and all of its
express terms and provisions, including those relating to unknown and unsuspected Claims
(notwithstanding any state statute that expressly limits the effectiveness of a general
release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating
to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver
is an essential and material term of this General Release and that without such waiver the
Company would not have agreed to the terms of the Agreement. I further agree that in the
event I should bring a Claim seeking damages against the Company, or in the event I should
seek to recover against the Company in any Claim brought by a governmental agency on my
behalf, this General Release shall serve as a complete defense to such Claims. I further agree
that I am not aware of any pending claim of the type described in paragraph 2 as of the
execution of this General Release.







	6.	 	I agree that neither this General Release, nor the furnishing of the consideration for this
General Release, shall be deemed or construed at any time to be an admission by the Company,
any Released Party or myself of any improper or unlawful conduct.







	7.	 	I agree that this General Release and the Agreement are confidential and agree not to
disclose any information regarding the terms of this General Release or the Agreement, except
to my immediate family and any tax, legal or other counsel I have consulted regarding the
meaning or effect hereof or as required by law, and I will instruct each of the foregoing not
to disclose the same to anyone. Notwithstanding anything herein to the contrary, each of the
parties (and each affiliate and person acting on behalf of any such party) agree that each
party (and each employee, representative, and other agent of such party) may disclose to any
and all persons, without limitation of any kind, the tax treatment and tax structure of this
transaction contemplated in the Agreement and all materials of any kind (including opinions or
other tax analyses) that are provided to such party or such person relating to such tax
treatment and tax structure, except to the extent necessary to comply with any applicable
federal or state securities laws. This authorization is not intended to permit disclosure
of any other information including (without limitation) (i) any portion of any materials to
the extent not related to the tax treatment or tax structure of this transaction, (ii) the
identities of participants or potential participants in the Agreement, (iii) any financial
information (except to the extent such information is related to the tax treatment or tax
structure of this transaction), or (iv) any other term or detail not relevant to the tax
treatment or the tax structure of this transaction.





 


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	8.	 	Any non-disclosure provision in this General Release does not prohibit or restrict me (or my
attorney) from responding to any inquiry about this General Release or its underlying facts and
circumstances by the Securities and Exchange Commission (SEC), the National Association of
Securities Dealers, Inc. (NASD), any other self-regulatory organization or governmental entity.







	9.	 	Notwithstanding anything in this General Release to the contrary, this General Release shall
not relinquish, diminish, or in any way affect any rights or claims arising out of any breach
by the Company or by any Released Party of the Agreement after the date hereof.







	10.	 	In consideration for the payment by the Company to me of the amount of $400,000.00 (Four
Hundred Thousand Dollars), less all applicable withholdings and deductions, I agree that (i)
the length of the post-separation noncompetition restriction contained in Section 1(a)
(Noncompetition) of Annex 1 — Employee Covenants to the Agreement shall be extended from
twelve months to eighteen months after the end of my Employment Period, and (ii) I shall
provide consultation as reasonably requested by the Company’s Chief Executive Officer or
Directors for a period of up to six months following the date of this General Release. Such
payment shall be in addition to any payments or benefits paid or granted to me under the
“Severance/Restrictive Covenants” section of the Agreement, and shall be payable in equal
installments during the period of twelve months following the date of this General Release. I
acknowledge that any consultation that I provide pursuant to this Section 10, shall be as an
independent contractor, and I shall not be considered or deemed to be an agent or employee of
the Company for any purpose, including the payment or provision of any employee benefit,
following the end of my Employment Period.







	11.	 	Whenever possible, each provision of this General Release shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this General
Release is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or any other jurisdiction, but this General Release shall be
reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.






BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:




	 	(i)	 	I HAVE READ IT CAREFULLY;

	 
	 	(ii)	 	I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS,
INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF
1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY
ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED;

	 
	 	(iii)	 	I VOLUNTARILY CONSENT TO EVERYTHING IN IT;










 


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	 	(iv)	 	I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE
SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN
VOLITION;

	 
	 	(v)	 	I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS
FINAL FORM ON SEPTEMBER 16, 2011 TO CONSIDER IT AND THE CHANGES MADE SINCE THE SEPTEMBER 16,
2011 VERSION OF THIS RELEASE, IF ANY, ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED
21-DAY PERIOD;

	 
	 	(vi)	 	I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND
THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS
EXPIRED;

	 
	 	(vii)	 	I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY
COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

	 
	 	(viii)	 	I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR
MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE
COMPANY AND BY ME.






	 	 	 	 	 

	DATE: 9/19/11

	 	/s/ Matthew Malenfant
 

	 	 






As to the payment obligations set forth in Section 10 above:



	 	 	 	 	 

	DATE: 9/19/11

	 	/s/ Paul Dumas	 	 
	 

	 	 

	 	 
	 

	 	VWR Management Services, LLC	 	 






 


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