Exhibit 10.1


 


FORM OF EXECUTIVE SEVERANCE AGREEMENT


 


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Subject:

  	
   

  	
  Executive Severance
  Plan

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Kathy Kennedy

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Participant Name

  



 


As part of the Dade Behring leadership team, you play
an important role in Dade Behring.  To
recognize your dedication and commitment towards our vision and future business
success, I am pleased to inform you of your participation in the improved
Executive Severance Plan which will provide you with additional financial
security while finding new employment or pursuing other goals in the event of
an involuntary termination.


 


EXECUTIVE SEVERANCE PLAN


 


1.             (A)          If
you are “involuntarily terminated” (as defined in Section 2 below) by the
Company other than as set forth in Section 1(B), you will be entitled to receive
(1) your base salary payable in regular payroll installments from the date
of such termination for 12 months (less applicable withholdings), (2) a
bonus equal to your target bonus in the year of your termination, payable over
12 months in regular payroll installments from the date of such termination
(less applicable withholding) and (3) a bonus equal to the bonus you would
have received had you remained employed for the entire bonus period (the amount
to be determined by the Compensation Committee or Board in good faith), pro
rated based on the number of days that have elapsed during the year through the
date of termination (and payable in accordance with normal Company policy)
(less applicable withholding).


 


(B)           If
your involuntary termination occurs on or within two years after or in
anticipation of a Change in Control (as defined in the 2004 Incentive
Compensation Plan), you will be entitled to receive in one lump sum payment
within thirty (30) days after the involuntary termination two times your annual
base salary and two times the higher of your target bonus in the year of your
termination or your target bonus in the preceding year.  In addition with respect to such involuntary
termination, you will be entitled to receive a bonus equal to the greater of (1) a
bonus equal to the bonus you would have received had you remained employed for
the entire bonus period or (2) your target bonus for the entire bonus
period, in each case prorated based on the number of days that have elapsed
during the year through the day of termination. 
You will also be entitled to receive no later than thirty (30) days
after the involuntary termination the bonus, if any, for the preceding bonus
period which was determined for you, to the extent such bonus has not yet been
paid, and if the bonus for such preceding period has not yet been determined
prior to a Change in Control, the bonus for such preceding period shall not be
less than the greater of (i) your target bonus for


 





















 


EXECUTIVE SEVERANCE PLAN


                        ,
2005


 


such period or (ii) the
bonus calculated under such bonus plan and the bonus shall be paid in
accordance with historic normal Company policy as to the timing of bonuses.


 


(C)           In
addition, if you are involuntarily terminated (as defined in Section 2
below), the Company shall provide you with executive outplacement
services.  For one year following an
involuntary termination described in Section 1(A) or two years
following an involuntary termination described in Section 1(B), the
Company shall provide you (and your family to the extent your family was
covered under the Company’s health plan at the date of your termination of
employment) with health benefits at the same level as active employees provided
you pay the Company on a monthly basis the portion of the periodic cost of such
continued coverage equal to the dollar amount you would have contributed if you
remained an active employee.  To the
extent permissible, the end of such coverage period shall be treated as the “qualifying
event” for purposes of COBRA continuation coverage.  If the Company determines it is unable or it
violates applicable nondiscrimination requirements to provide some or all of
the health benefits in this Section 1(C) under any of its health plan
options, the Company will use its best efforts to purchase for you (and your
family to the extent your family was covered under the Company’s health plan at
the date of your termination of employment) health insurance coverage for the
periods set forth in this paragraph at a comparable cost to the Company.


 


(D)          Payments
and benefits under this Section will only be paid if you have executed and
delivered to the Company a general release in form and substance satisfactory
to the Company which includes a release of age discrimination claims under the
Age Discrimination in Employment Act of 1967, as amended (including the Older
Workers Benefit Protection Act) and only so long as you have not breached the
provisions of Sections 4 and 5 below.


 


(E)           For
purposes of this letter agreement, “Company” shall mean Dade Behring Holdings, Inc.
and its subsidiaries.


 


2.             “Involuntary
termination” means a termination by the Company OTHER THAN if:


 


(A)          you
choose to leave the Company, other than in connection with (i) a
diminution in your position (including status, titles or reporting
requirements), authority, duties or responsibilities (including the assignment
to you of any duties inconsistent with your position, authority, duties or
responsibilities) or terms and conditions of employment, excluding for this
purpose an isolated, insubstantial and inadvertent action not taken in bad
faith and which is remedied by the Company promptly after receipt of notice
thereof given by you, (ii) a reduction of your base salary or bonus
opportunity (as the same may be increased from time to time), or (iii) the
relocation of your primary business location to a place more than fifty (50)
miles from its present location, without your consent;


 


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(B)           you
are terminated for cause (as defined in the Dade Behring 2002 Management Stock
Option Plan); or


 


(C)           you
elect to accept a comparable position either within the Company or with a
successor employer, for example, a purchaser of your business unit, if sold.


 


3.             If you become
entitled to any payments or benefits whether pursuant to the terms of or by
reason of this letter agreement or any other plan, arrangement, agreement,
policy or program (including without limitation any stock option, restricted
stock, stock appreciation right or similar right, or the lapse or termination
of any restriction on the vesting or exercisability of any of the foregoing)
with the Company, any successor to the Company or to all or a part of the
business or assets of the Company (whether direct or indirect, by purchase,
merger, consolidation, spin off, or otherwise and regardless of whether such
payment is made by or on behalf of the Company or such successor) or any person
whose actions result in a change of control or any person affiliated with the
Company or such persons (in the aggregate, “Payments” or singularly, “Payment”),
which Payments are reasonably determined by you to be subject to the tax
imposed by Section 4999 or any successor provision of the Internal Revenue
Code of 1986, as amended or any similar state or local tax, or any interest or
penalties are incurred by you with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the “Excise Tax”), the Company shall pay you an additional
amount (“Gross-Up Payment”) such that the net amount retained by you, after
deduction or payment of (i) any Excise Tax on Payments, (ii) any
federal, state and local income tax and Excise Tax upon the payment provided
for by this Section, and (iii) any additional interest and penalties
imposed because the Excise Tax is not paid when due, shall be equal to the full
amount of the Payments.  The Gross-Up
Payment shall be paid to you within thirty (30) days of the Company’s receipt of
written notice from you that the Excise Tax has been paid, is or was payable or
will be payable at any time in the future.


 


Notwithstanding the
preceding paragraph of this Section 3, the Company will not have any
obligation to make the Gross-Up Payment unless the value of the Payments
exceeds 110% of the maximum amount of Payments that could be paid to you
without any imposition of Excise Taxes (the “110% Amount”). If the value of the
Payments does not exceed the 110% Amount, the Payments will be reduced to the
maximum amount of Payments that could be paid to you without any imposition of
Excise Taxes.


 


For purposes of
determining the amount of payments pursuant to Section 3, you shall be
deemed to pay federal income taxes at the highest marginal rate of federal
income taxation in the calendar year in which the payment is to be made and
state and local income taxes at the highest marginal rates of taxation in the
state and locality of your residence or your place of business, whichever is
higher, on the date the payment is to be made.


 


4.             You acknowledge that
in the course of your employment with the Company you have become familiar with
the Company’s trade secrets and with other confidential information concerning
the Company and that your services have been and shall be of special, unique
and extraordinary value to the Company. 
Therefore, you agree that, during your employment with the Company and
for one year thereafter if your employment terminates other than pursuant to Section 1(B) or
for two years thereafter if your employment terminates pursuant to Section 1(B) (the
“NONCOMPETE PERIOD”), you shall not directly or indirectly own any interest in,
manage, control,


 


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participate in,
consult with, render services for, or in any manner engage in any business
competing with the businesses of the Company, as such businesses exist or are
in process during your employment with the Company on the date of the
termination of your employment, within any geographical area in which the
Company engages or plans to engage in such businesses.  Nothing herein shall prohibit you from being
a passive owner of not more than 2% of the outstanding stock of any class of a
corporation which is publicly traded, so long as you have no active
participation in the business of such corporation.


 


5.             During the Noncompete
Period, you shall not directly or indirectly through another person or entity (i) induce
or attempt to induce any employee of the Company to leave the employ of the Company,
or in any way interfere with the relationship between the Company and any
employee thereof, (ii) hire any person who was an employee of the Company
at any time during your employment or (iii) induce or attempt to induce
any customer, supplier, licensee, licensor, franchisee or other business
relation of the Company to cease doing business with the Company, or in any way
interfere with the relationship between any such customer, supplier, licensee
or business relation and the Company (including, without limitation, making any
negative or disparaging statements or communications regarding the Company).


 


6.             If, at the time of
enforcement of Section 4 or 5 of this letter, a court holds that the
restrictions stated herein are unreasonable under circumstances then existing,
you and the Company agree that the maximum period, scope or geographical area
reasonable under such circumstances shall be substituted for the stated period,
scope or area.  Because your services are
unique and because you have access to confidential information and work
product, you and the Company agree that money damages would not be an adequate
remedy for any breach of this letter agreement. 
Therefore, in the event a breach or threatened breach of this letter
agreement, the Company or its successors or assigns, in addition to other
rights and remedies existing in their favor, shall be entitled to specific
performance and/or injunctive or other equitable relief from a court of
competent jurisdiction in order to enforce, or prevent any violations of, the
provisions hereof (without posting a bond or other security).  In addition, in the event of an alleged
breach or violation by you of Section 4, the Noncompete Period shall be
tolled until such breach or violation has been duly cured.  You acknowledge that the restrictions
contained in Sections 4 and 5 are reasonable and that you have reviewed the
provisions of this letter agreement with your legal counsel.


 


7.             Whenever possible,
each provision of this letter agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
letter agreement 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
action in any other jurisdiction, but this letter agreement shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.


 


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8.             The Executive
Severance Plan is intended to be an unfunded plan maintained by the Company for
a select group of management or highly compensated employees as described in
the regulations pursuant to the Employee Retirement Income Security Act of
1974, as amended and will be interpreted accordingly.  Administrative information regarding the
Executive Severance Plan and the claims procedure under the Executive Severance
Plan is set forth in Appendix A.


 


9.             If, after a Change in
Control (as defined in the 2004 Incentive Compensation Plan), you or your
estate or your heirs prevails in any action to enforce your rights under this
letter agreement, you shall be entitled to receive your attorney’s fees, costs
and expenses incurred in enforcing your rights under this letter agreement, as
well as interest at the Prime Rate as published in the Wall Street Journal from time to time on
the amount of the judgment from the date of demand for payment hereunder
through the date of receipt of the amount of the judgment.


 


10.           This letter agreement,
those documents expressly referred to herein and other documents of even date
herewith embody the complete agreement and understanding among you and the
Company and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way, except your Agreement dated                       ,
2002 attached hereto.  You hereby agree
that in consideration for and subject to the receipt of payments to be received
under this letter agreement, you waive any and all rights to severance payments
or benefits under any other plans, programs, contracts or arrangements of the
Company except as provided in any incentive or equity grant.


 


11.           You agree to keep the
terms, conditions and amounts payable under this executive severance plan
strictly confidential.  Failure to
respect this confidentiality will jeopardize participation in the plan.


 


12.           If you are rehired
during the period you are receiving severance payments, your severance payments
will stop on your rehire date and your future participation in the executive
severance plan will be determined by the Board based on the facts and
circumstances of your rehire.


 


13.           If you die while
receiving severance pay, any remaining severance will be paid to your estate or
heirs.


 


14.           If your severance pay
has been overpaid or wrongfully paid, you must return the overpayment to the
Company.  If you fail to return the
overpayment upon notification, you may not receive future severance pay.  In addition, the Company may take appropriate
steps to collect the overpayment.


 


15.           If your address changes
while you are receiving severance pay and you do not notify the Company, your
severance pay may be delayed.


 


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Working together, we can leverage our strengths,
manage through our challenges and anticipate a very positive future.  I very much look forward to working with you
as we progress together.


 


Congratulations!


 


	
  /s/ Kathy
  Kennedy

  	
   

  
	
   

  
	
  Kathy Kennedy

  
	
  Senior Vice
  President Human Resources

  
	
   

  
	
  Agreed and
  Acknowledged

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Participant Name

  
			



 


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APPENDIX A


 


Plan Sponsor and
Administrator


 


Dade Behring, Inc. sponsors the Executive
Severance Plan.


 


The plan administrator of the Executive Severance Plan
is the Compensation Committee or such other committee appointed by Dade Behring’s
Board of Directors.


 


The Senior Vice President, Human Resources is your
primary source of information about the Executive Severance Plan. If you have
questions the Senior Vice President, Human Resources cannot answer
satisfactorily, you may contact the plan administrator at:


 


Compensation Committee

c/o Dade Behring Inc.

1717 Deerfield Road

Deerfield, IL 60015


 


Plan Identification


 


The plan’s official name is the Dade Behring Executive
Severance Plan and the official plan number 503.


 


Claims Procedure


 


Should any claim you make be denied, you will receive
a written or electronic explanation of the decision within 90 days (180 days if
the plan administrator informs you of the need for an extension and the
expected decision date) after the original claim was filed.  The explanation will:


 


a)     Describe the reason(s) your
claim was denied;


b)    Reference any plan provision
on which the denial is based;


c)     Describe any additional
information needed to reach a decision on your claim;


d)    Explain why the additional
information is necessary;


e)     Describe the plan’s claims
procedure and the time limits applicable to such procedures; and


f)     Describe your right to bring
a civil action under Sections 502(a) of ERISA.


 


If you do not receive a written or electronic response
to your claim within 90 days (180 days if the plan administrator informs you of
the need for an extension and the expected decision date), your claim will be
deemed denied.  If your claim is denied
(or deemed denied), you may then have your claim denial reviewed.


 


If you want to have the decision reviewed, you must
submit a written or electronic request for a review to the plan administrator
within 60 days after you receive your explanation of denial (or when your claim
is deemed denied).  You can have a lawyer
represent you.  Written or electronic


 


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comments, documents, records and other information
relating to the claim for benefits may be submitted to the plan administrator
along with the review request.  During
the 60-day period following notice of denial, you or your authorized
representative may receive, upon request and free of charge, reasonable access
to, and copies of, all documents, records and other information relied upon,
submitted, considered, generated or showing procedural compliance in connection
with your claim.  The review will take
into account all comments, documents, records and other information submitted
without regard to whether such information was submitted or considered in the
initial determination.


 


Upon receipt of a request for review of a claim
denial, the plan administrator will undertake a full and fair review and
provide you with written or electronic notice of its decision.  A final decision will be made within 60 days
(120 days if the plan administrator informs you of the need for an extension
and the expected decision date) after the plan’s receipt of your request for
review.  However, if the period of time
is extended due to your failure to submit information necessary to decide the
claim, the period for making the benefit determination on review will be tolled
from the date on which extension notice is sent to you until the date on which
you respond to the request for additional information.


 


If your claim is wholly or partially denied on review,
the notice of the decision on review will inform you of the specific reasons
for the decision, the specific provisions of the Plan upon which the decision
is based, a statement that you are entitled to receive, upon request and free
of charge, reasonable access to, and copies of, all documents, records and
other information relied upon, submitted, considered, generated or showing
procedural compliance in connection with your claim for benefits and a
statement of your right to bring action under Section 502(a) of
ERISA.


 


If you do not receive a written or electronic response
to your request for a review within 60 days (120 days if the plan administrator
informs you of the need for an extension and the expected decision date), the
claim will be deemed denied on review.


 


You may contact the plan administrator if you need
assistance requesting a review.


 


Plan Interpretation


 


You should be aware that prior to a Change in Control
the plan administrator has full discretion and authority to make the final
decision regarding all areas of plan interpretation and administration,
including eligibility for benefits, level of benefits provided, interpretation
of plan language or administrative procedures.


 


For a termination of employment prior to a Change in
Control, and not in anticipation of a Change in Control, the decision of the
plan administrator is final and binding on all individuals dealing with or
claiming benefits under the plan, and, if challenged in court, the plan intends
for the plan administrators’ decisions to be upheld, unless found by a court of
competent authority to be arbitrary and capricious.


 


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For a termination of employment in anticipation of or
on or after a Change in Control, the arbitrary and capricious standard of
review shall not apply and there shall be no presumption in favor of either
party in interpreting the provisions of the Executive Severance Plan.


 


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EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT, (the “Agreement”)
is made and entered into as of the 3rd day of October, 2002, by and between DADE BEHRING HOLDINGS, INC., a Delaware corporation
(together with its subsidiary and affiliated companies, the “Company”), and «First_Name» «Last_Name»
of «US_State__Country» (“Executive”).


 


W I  T  N  E
S  S  E  T  H:


 


THAT,
WHEREAS, the Company is in the worldwide business of, among
other things, manufacturing and marketing instruments and related products and
services for the in vitro diagnostics testing market; and


 


WHEREAS, Executive
has been employed by the Company to render services to the Company and to make
contributions to the success and growth of the Company; and


 


WHEREAS,
Executive desires that the Company execute a certain Executive Agreement (the “Acceptance
and Acknowledgment Form”) setting forth the terms pursuant to which the Company
is to grant Executive an equity participation in the Company under the Dade
Behring 2002 Management Stock Option Plan; and


 


WHEREAS,
the Company promises to execute the Acceptance and Acknowledgment Form contemporaneously
with the Executive’s signing of this Agreement; and


 


WHEREAS, the
Company and the Executive mutually desire to enter into an agreement providing
certain terms and conditions for the employment of Executive by the Company as
provided hereinbelow;


 


NOW,
THEREFORE, in consideration of the premises set forth above,
Executive’s continued employment by the Company, the compensation to be paid to
Executive by the Company, the covenants and agreements set forth in the
Acceptance and Acknowledgment Form, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:


 


1.             Conflicts
of Interest.  Executive will
exert his/her best efforts in the performance of his/her duties as an employee
of the Company and will remain loyal to the Company during the term of his/her
employment with the Company.  Executive
represents, warrants and agrees that he/she is not presently engaged in, nor
shall he/she, during the term of his/her employment with the Company, enter
into any employment or agency relationship with any third party whose interests
might conflict with those of the Company. 
Executive further represents, warrants and agrees that he/she does not
presently, nor shall he/she, during the term of his/her employment with the
Company, possess any significant interest, directly or indirectly, including
without limitation through Executive’s family or through organizations or
trusts controlled by Executive, in any third party whose interest might
conflict with those of the Company.


 


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2.             Confidentiality.  (A) As used herein, the term “Confidential
Information” shall mean any and all information, including, but not limited to,
all data, compilations, programs, devices, strategies, concepts, ideas or
methods concerning or related to (i) the Company’s financial condition,
results of operations, and amounts of compensation paid to officers and
employees; (ii) marketing and sales programs of the Company and the terms
and conditions (including prices) of sales and offers of sales of products
and/or services by the Company; (iii) the terms, conditions and current
status of the Company’s agreements and relationships with any customers,
suppliers or patients; (iv) the identities and business preferences of the
Company’s actual and prospective customers and suppliers or any employee or
agent thereof with whom the Company communicates; (v) the Trade Secrets
and know-how, manufacturing processes and techniques, regulatory approval
strategies, computer programs, data, formulae, and compositions, service
techniques and protocols, new product designs and other skills, ideas, and
strategic plans possessed, developed, accumulated or acquired by the Company; (vi) any
communications between the Company, its officers, directors, shareholders or
employees, and any attorney retained by the Company for any purpose, or any
person retained or employed by such attorney for the purpose of assisting such
attorney in his or her representation of the Company; and (vii) any other
matter or thing, whether or not recorded on any medium, (a) by which the
Company derives actual or potential economic value from such matter or thing
being not generally known to other persons or entities who might obtain
economic value from its disclosure or use, or (b) which gives the Company
an opportunity to obtain an advantage over its competitors who do not know or
use the same.


 


(B)           Executive
acknowledges and agrees that the Company is engaged in the highly competitive
in vitro diagnostics testing instruments and related products and services
industry, and has expended, or will expend, significant sums of money and has
invested, or will invest, a substantial amount of time to develop and use, and
maintain the secrecy of, the Confidential Information and Trade Secrets.  The Company has thus obtained, or will
obtain, a valuable economic asset which has enabled, or will enable, it to
develop an extensive reputation and to establish long-term business
relationships with its suppliers, customers and patients.  If such Confidential Information and/or Trade
Secrets were disclosed to another person or entity or used for the benefit of
anyone other than the Company, the Company would suffer irreparable harm, loss
and damage.  Accordingly, Executive
acknowledges and agrees that, unless the Confidential Information and/or Trade
Secrets becomes publicly known through legitimate origins not involving an act
or omission by Executive:


 


(i)            the
Confidential Information and Trade Secrets are, and at all times hereafter
shall remain, the sole property of the Company;


 


(ii)           Executive
shall use his/her best efforts and the utmost diligence to guard and protect
the Confidential Information and Trade Secrets from any unauthorized disclosure
to any competitor, supplier or customer of the Company or any other person,
firm, corporation, or other entity;


 


(iii)          unless
the Company gives Executive prior express written permission, during his
employment and thereafter, Executive shall not, use for his own benefit, or
divulge to any


 


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competitor,
supplier or customer or any other person, firm, corporation, or other entity,
the Confidential Information or Trade Secrets which Executive may obtain, learn
about, develop, or be entrusted with as a result of Executive’s employment by
the Company; and


 


(iv)          except
in the ordinary course of the Company’s business, Executive shall not seek or
accept any Confidential Information or Trade Secrets from any former, present,
or future employee of the Company.


 


(C)           Executive
also acknowledges and agrees that all documentary and tangible Confidential
Information and Trade Secrets including, without limitation, such Confidential
Information and Trade Secrets as Executive has committed to memory, is supplied
or made available by the Company to the Executive solely to assist him in
performing services for and on behalf of the Company.  Executive further agrees that after his/her
employment with the Company is terminated for any reason:


 


(i)            Executive
shall not remove from Company property, and shall immediately return to the
Company, all documentary or tangible Confidential Information and Trade Secrets
in his/her possession, custody, or control and not make or keep any copies,
notes, abstracts, summaries, tapes or other record of any type of Confidential
Information or Trade Secrets; and


 


(ii)           Executive
shall immediately return to the Company any and all other Company property in
his/her possession, custody or control, including, without limitation, any and
all keys, security cards, passes, credit cards, and marketing literature.


 


3.             Non-Competition.  (A) Executive hereby agrees that unless
his/her employment by the Company hereunder shall be terminated by the
Executive by reason of material breach by the Company of its obligations to
Executive hereunder, Executive will not, prior to the expiration of one (1) year
after he/she shall cease to be employed by the Company, without the consent in
writing of the Company, engage in or become directly or indirectly interested
in any proprietorship, partnership, trust or corporation (whether as owner,
partner, trustee, beneficiary, stockholder, officer, director, employee,
consultant, lessor, lessee or otherwise) which shall engage anywhere within
such geographic limits as the Company and such entity are, or would be, in
actual competition, in any business activity competitive with the business
activities of the Company, including, without limitation, in connection with
research or development, production, distribution, marketing, providing or
selling of products, processes, or services, in existence or under development,
which are substantially the same, may be substituted for, or applied to
substantially the same end use as the products, processes or services with
which Executive works during the time of his/her employment with the Company or
about which Executive acquires Confidential Information; provided that nothing
herein will prevent Executive from owning in the aggregate not more than 2% of
the outstanding stock of any class of a corporation which is publicly traded,
so long as Executive has no participation in the management of such
corporation.


 


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(B)           Executive
further agrees that Executive will not, prior to the expiration of one (1) year
following the termination of Executive’s employment for any reason, without the
consent of the Company in writing, directly or indirectly, or by action in
concert with others, induce or influence, or seek to induce or influence, any
person who is engaged by the Company as an employee, agent, independent
contractor or otherwise, to terminate his/her/its employment or engagement, nor
shall Executive, directly or indirectly, employ or engage, or solicit for
employment or engagement, or advise or recommend to any other person or entity
that such person or entity employ or engage or solicit for employment or
engagement, any person or entity employed or engaged by the Company.


 


4.             Intellectual
Property Rights.  (A) As
used in this Agreement, the term “Inventions” shall mean and include all
procedures, systems, machines, methods, processes, uses, apparatuses,
compositions of matter, designs or configurations, computer programs of any
kind, discovered, conceived, reduced to practice, developed, made, or produced,
or any improvements to them, and shall not be limited to the meaning of “Invention”
under the United States patent laws.  Executive agrees to disclose
promptly to the Company any and all Inventions, whether or not patentable and
whether or not reduced to practice, conceived, developed, or learned by
Executive during his/her employment with the Company or during a period of one
hundred twenty (120) days after the termination thereof, either alone or
jointly with others, which relate to or result from the actual or anticipated
business, work, research, investigations, products, or services of the Company,
or which result, to any extent, from use of the Company’s premises or
property.  Executive acknowledges and
agrees that the Company is the sole owner of any and all property rights in all
such Inventions, including, but not limited to, the right to use, sell, license
or otherwise transfer or exploit the Inventions, and the right to make such
changes in them and the uses thereof as the Company may from time to time
determine.  Executive agrees to disclose
in writing and to assign, and Executive hereby assigns, to the Company, without
further consideration, Executive’s entire right, title, and interest
(throughout the United States and in all foreign countries) free and clear of
all liens and encumbrances, in and to all such Inventions, which shall be the
sole property of the Company, whether or not patentable. The Company shall
reimburse Executive for reasonable out-of-pocket expenses, such as travel, food
and lodging incurred by Executive in providing such cooperation.  This Section 4 does not apply to any
Inventions:


 


(i)            for
which no equipment, supplies, facility, or Confidential Information of the
Company were used;


 


(ii)           which
were developed entirely on Executive’s own time; and


 


(iii)          which
do not relate at the time of conception or reduction to practice to the Company’s
current business or its actual or demonstrably anticipated research or
development, or which do not result from any work performed by Executive for
the Company.  Executive hereby certifies
that he/she has no continuing obligations with respect to the assignment of
inventions or rights to Inventions, nor does Executive claim any previous,
unpublished Inventions within the


 


13





















 


scope of this Agreement
as his/her own, except for the Inventions, if any, which are listed on Exhibit A
to this Agreement.


 


(B)           Executive
hereby acknowledges and agrees that all writings and other works which may be
copyrighted (including computer programs) which are related to the present or
planned business of the Company and are prepared by Executive during his/her
employment with the Company shall be, to the extent permitted by law, deemed to
be works for hire, with the copyright automatically vesting in the
Company.  To the extent that such
writings and works are not works for hire, Executive hereby waives any and all “moral
rights” in such writings and works, and agrees to assign, and hereby does
assign, to the Company all of Executive’s right, title and interest, including
copyright, in such writings and works.


 


(C)           Executive
further agrees to reasonably cooperate with the Company, both during and after
employment in obtaining and enforcing patents, copyrights, trademarks, and
other protections of the Company’s rights in and to all such Inventions,
writings and other works.  Without
limiting the generality of the foregoing, Executive shall, at any time during
or after employment with the Company, at the Company’s request, execute
specific assignments in favor of the Company or its nominee of Executive’s
interest in any of the Inventions, writings or other works covered by this
Agreement, as well as execute all papers, render all assistance, and perform
all lawful acts which the Company considers necessary or advisable for the
preparation, filing, prosecution, issuance, procurement, maintenance or enforcement
of patents, trademarks, copyrights and other protections, and any applications
for any of the foregoing, of the United States or any foreign country for any
such Inventions, writings or other works, and for the transfer of any interest
Executive may have therein.  Executive
shall execute any and all papers and documents required to vest title in the
Company or its nominee in any such Inventions, writings, other works, patents,
trademarks, copyrights, applications and interests.


 


(D)          In
the event that Executive is not employed by the Company at the time Executive
is requested to perform any act or execute any document under paragraph 4(C),
the Company shall pay to Executive fifty dollars ($50.00) for the execution of
each such document and one hundred fifty dollars ($150.00) per day for each day
or portion thereof spent at the request of the Company in the performance of
acts pursuant to paragraph 4(C), plus reimbursement for any out-of-pocket
expenses incurred by Executive at the Company’s request in such performance.


 


(E)           Executive
represents, warrants and agrees that Executive has disclosed to the Company all
continuing obligations which Executive has with respect to the assignment of
Inventions to any previous employers, and Executive claims no previous
unpatented Inventions as his/her own, except for those which have been reduced
to practice and which are shown on Exhibit A hereto.  Executive acknowledges and agrees that the
Company does not seek any confidential information which Executive may have acquired
from a previous employer, and Executive will not disclose any such information
to the Company.


 


14





















 


5.             Remedies.  Executive acknowledges and agrees that the
business of the Company is highly competitive, and that violation of any of the
covenants provided for in this Agreement would cause immediate, immeasurable
and irreparable harm, loss and damage to the Company not adequately compensable
by a monetary award.  Accordingly, the
Executive agrees, without limiting any of the other remedies available to the
Company, that any violation of said covenants, or any of them, may be enjoined
or restrained by any court of competent jurisdiction, and that any temporary
restraining order or emergency, preliminary or final injunctions may be issued
by any court of competent jurisdiction, without notice and without bond.


 


15





















 


6.             Miscellaneous.


 


(A)          Executive
will permit the Company and its agents to use and distribute any photographs
which are taken of Executive during his/her employment with the Company as
often as desired by the Company for any lawful purpose.  Executive hereby waives all rights of prior
inspection or approval and releases the Company and its agents from any and all
claims or demands which Executive may have on account of the lawful use or
publication of such photographs.


 


(B)           Executive
acknowledges and agrees that this Agreement is not a contract for or guarantee
of continued employment or rate of compensation for any period.  Executive’s employment with the Company is at
will.  Either party is free to terminate
Executive’s employment with the Company at any time, for any reason.


 


(C)           Executive
acknowledges and agrees that Executive may be asked to submit to drug testing
as a condition of employment or continued employment with the Company and
hereby consents to such testing as determined by the Company to be appropriate.


 


(D)          The
covenants and agreements of Executive in paragraphs 2, 3, 4, and 5 shall survive
the termination of Executive’s employment with the Company.


 


(E)           Executive
acknowledges and agrees that the Company has a right to make and enforce any
other rules and regulations not contrary to this Agreement which will also
govern Executive’s employment with the Company.


 


(F)           Any
notices or communications hereunder will be deemed sufficient if made in
writing and hand-delivered or mailed, postage prepaid, registered or certified
mail, return receipt requested, to the following addresses:


 


If to the Company:


 


Dade
Behring Holdings, Inc


1717
Deerfield Road-P.O. Box 778


Deerfield,
IL 60015-0778


Attn:
General Counsel


 


If to Executive:


 


«First_Name» «Last_Name»


«Address_Line1»


«Address_Line2»


«City», «US_State__Country»  «Zip_Code»


 


16





















 


or to such other address
as either party may designate for such party by written notice to the other
given from time to time in the manner herein provided.


 


(G)           No
delay on the part of any party in the exercise of any right or remedy shall
operate as a waiver thereof, and no single or partial exercise by any party of
any right or remedy shall preclude an additional or further exercise thereof or
the exercise of any other right or remedy.


 


(H)          The
validity, construction, and the enforceability of this Agreement shall be
governed in all respects by the laws of the State of Illinois, unless the forum
jurisdiction determines that it has a greater interest in the dispute.


 


(I)            This
Agreement may be executed in any one or more counterparts, each of which shall
constitute an original, no other counterpart needing to be produced, and all of
which, when taken together, shall constitute but one and the same instrument.


 


(J)            If
any provision contained in this Agreement is found to be unenforceable, in
whole or in part, it is the intention of the parties that such provisions shall
be amended to the extent required to render it valid and enforceable, and the
parties shall be deemed to have substituted for each such portion amended,
words which give the maximum scope permitted under applicable law.


 


(K)          To
the extent that a provision of this Agreement, including paragraph 6(J) above,
is found to unenforceable, in whole or in part, and unable to be modified to
render it valid and enforceable, such provision shall be severable, and the
remainder of this Agreement shall nevertheless be enforceable and binding on
the parties.


 


(L)           In
the event of litigation between Executive and the Company, Executive undertakes
to and shall, upon request of the Company, stipulate in such litigation to any
and all of the acknowledgments which Executive has made in this Agreement.


 


(M)         The
headings of paragraphs herein are merely for convenience of reference and shall
not affect the interpretation of any of the provisions hereof.  Whenever the context so requires, the plural
shall include the singular and vice versa.


 


IN
WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.


 


	
   

  	
  DADE BEHRING HOLDINGS, INC.

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  By: Jim Reid-Anderson

  
	
   

  	
  Its: President and CEO

  



 


17





















 


	
   

  	
  Participant’s Signature:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  «First_Name» «Last_Name»

  



 


18





















 


FORM OF
GERMAN EXECUTIVE SEVERANCE AGREEMENT


 


Date:


 


Subject:                  Executive
Severance Plan


 


From:                      Kathy
Kennedy


 


To:


 


As
part of the Dade Behring leadership team, you play an important role in Dade
Behring.  To recognize your dedication
and commitment towards our vision and future business success, I am pleased to
inform you of your participation in the improved Executive Severance Plan which
will provide you with additional financial security while finding new
employment or pursuing other goals in the event of an involuntary termination.


 


EXECUTIVE
SEVERANCE PLAN


 


1.             (A)          If
you are “involuntarily terminated” (as defined in Section 2 below) by the
Company other than as set forth in Section 1(B), you will be entitled to
receive (1) your base salary payable in regular payroll installments from
the date where such termination notice is given for the longer of 12 months or
the notice you are entitled to from your local employer (less applicable
withholdings), (2) a bonus equal to your target bonus in the year where
you receive notice of your termination, payable over 12 months in regular
payroll installments from the date of such termination notice (less applicable
withholding) and (3) a bonus equal to the bonus you would have received
had you remained employed for the entire bonus period (the amount to be
determined by the Compensation Committee or Board in good faith), pro rated
based on the number of days that have elapsed during the year through the date
on which your employment terminates (and payable in accordance with normal Company
policy) (less applicable withholding).


 


(B)           If
you receive involuntary notice of termination on or within two years after or
in anticipation of a Change in Control (as defined in the 2004 Incentive
Compensation Plan), you will not be entitled to the payments under Section 1
(A) above but you will be entitled to receive in one lump sum payment
within thirty (30) days after the involuntary notice of termination becomes
effective (i.e., after the lapse of the notice you are entitled to from your
local employer) two times your annual base salary and two times the higher of
your target bonus in the year of your termination or your target bonus in the
preceding year.  In addition with respect
to such involuntary termination, you will be entitled to receive a bonus equal
to the greater of (1) a bonus equal to the bonus you would have received
had you remained employed for the entire bonus period or (2) your target
bonus


 


19





















 


for the entire bonus period, in each case prorated
based on the number of days that have elapsed during the year through the day
the  termination notice becomes
effective.  You will also be entitled to
receive no later than thirty (30) days after the involuntary termination notice
becomes effective (i.e., your employment ends) the bonus, if any, for the
preceding bonus period which was determined for you, to the extent such bonus
has not yet been paid, and if the bonus for such preceding period has not yet
been determined prior to a Change in Control, the bonus for such preceding
period shall not be less than the greater of (i) your target bonus for
such period or (ii) the bonus calculated under such bonus plan and the
bonus shall be paid in accordance with historic normal Company policy as to the
timing of bonuses.


 


(C)           In addition, if you are involuntarily
terminated (as defined in Section  2 below), you shall be provided with
executive outplacement services.  For one
year following an involuntary termination described in Section  1(A) or
two years following an involuntary termination described in Section 1(B),
you shall be provided (and your family to the extent your family was covered
under the local health plan or statutory regime at the date of your termination
of employment) with health benefits at the same level as active employees of
your local employer (most likely contributions to your existing private health
insurance plan) provided you pay the Company or your local employer, as the
case may be, on a monthly basis the portion of the periodic cost of such
continued coverage equal to the dollar amount you would have contributed if you
remained an active employee.


 


(D)          Payments and benefits under this Section will
only be paid if you have executed and delivered to the Company and your local
employer a general release in form and substance satisfactory to the
Company and your local employer which includes (a) a fully enforceable and
final agreement of yours with the termination of your employment with any and
all Dade Behring entities, provided that termination observes the notice you
are entitled to from your local employer, (b) a release of age
discrimination claims under the US Age Discrimination in Employment Act of
1967, as amended (including the US Older Workers Benefit Protection Act), (c) a
release of any local (i.e., non-US) statutory or other rules applicable to
your employment, and only so long as you have not breached the provisions of
Sections 4 and 5 below.


 


(E)           For
purposes of this letter agreement, “Company” shall mean Dade Behring Holdings, Inc.
and its subsidiaries.


 


2.             “Involuntary termination” means a termination
by the Company OTHER THAN if:


 


(A)          you choose to leave the Company, other than
in connection with (i) a  diminution
in your position (including status, titles or reporting requirements),
authority, duties or responsibilities (including the assignment to you of
any  duties inconsistent with your
position, authority, duties or responsibilities) or terms and conditions of
employment, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the


 


20





















 


Company promptly after
receipt of notice thereof given by you, (ii) a reduction of your base
salary or bonus opportunity (as the same may be increased from time to time),
or (iii) the relocation of your primary business location to a place more
than one hundred  (100) miles from its
present location, without your consent;


 


(B)           you are terminated for cause (as defined in
the Dade Behring 2002 Management Stock Option Plan); or


 


(C)           you elect to accept a comparable position
either within the Company or with a successor employer, for example, a
purchaser of your business unit, if sold.


 


3.             If you become entitled to any payments or
benefits whether pursuant to the terms of or by reason of this letter agreement
or any other plan, arrangement, agreement, policy or program (including without
limitation any stock option, restricted stock, stock appreciation right
or similar right, or the lapse or termination of any restriction on the vesting
or exercisability of any of the foregoing) with the Company, any successor to
the Company or to all or a part of the business or assets of the Company
(whether direct or indirect, by purchase, merger, consolidation, spin off, or
otherwise and regardless of whether such payment is made by or on behalf of the
Company or such successor) or any person whose actions result in a change of
control or any person affiliated with the Company or such persons (in the
aggregate, “Payments” or singularly, “Payment”), which Payments are reasonably
determined by you to be subject to the tax imposed by Section 4999 or any
successor provision of the US Internal Revenue Code of 1986, as amended or any
similar state or local tax, or any interest or penalties are incurred by you
with respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as the “Excise
Tax”), the Company shall pay you an additional amount (“Gross-Up Payment”) such
that the net amount retained by you, after deduction or payment of (i) any
Excise Tax on Payments, (ii) any federal, state and local income tax and
Excise Tax upon the payment provided for by this Section, and (iii) any
additional interest and penalties imposed because the Excise Tax is not paid
when due, shall be equal to the full amount of the Payments.  The Gross-Up Payment shall be paid to you
within thirty (30) days of the Company’s receipt of written notice from you
that the Excise Tax has been paid, is or was payable or will be payable at any
time in the future.


 


Notwithstanding the
preceding paragraph of this Section 3, the Company will not have any
obligation to make the Gross-Up Payment unless the value of the Payments
exceeds 110% of the maximum amount of Payments that could be paid to you
without any imposition of Excise Taxes (the “110% Amount”).  If the value of the Payments does not exceed
the 110% Amount, the Payments will be reduced to the maximum amount of Payments
that could be paid to you without any imposition of Excise Taxes.


 


For purposes of determining
the amount of payments pursuant to this Section 3, you shall be deemed to pay
federal income taxes at the highest marginal rate of federal income taxation in
the calendar year in which the payment is to be made and state and local income
taxes at the highest marginal rates of taxation in the state and locality of


 


21





















 


your residence or your place
of business, whichever is higher, on the date the payment is to be made.


 


4.             You acknowledge that in the course of your
employment with the Company you have become familiar with the Company’s
trade secrets and with other confidential information concerning the Company
and that your services have been and shall be of special, unique and
extraordinary value to the Company. 
Therefore, you agree that, during your employment with the Company and
for one year thereafter (the “NONCOMPETE PERIOD”), you shall not directly or
indirectly own any interest in, manage, control, participate in, consult with,
render services for, or in any manner engage in any business competing with the
businesses of the Company, as such businesses exist or are in process during
your employment with the Company on the date of the termination of your
employment, within any geographical area in which the Company engages or plans
to engage in such businesses during the Noncompete Period.  Nothing herein shall prohibit you from being
a passive owner of not more than 2% of the outstanding stock of any class of a
corporation which is publicly traded, so long as you have no active
participation in the business of such corporation.


 


5.             During
the Noncompete Period, you shall not directly or indirectly through another
person or entity (i) induce or attempt to induce any employee of the
Company to leave the employ of the Company, or in any way interfere with the
relationship between the Company and any employee thereof, or (ii) induce
or attempt to induce any customer, supplier, licensee, licensor, franchisee or
other business relation of the Company to cease doing business with the
Company, or in any way interfere with the relationship between any such
customer, supplier, licensee or business relation and the Company (including,
without limitation, making any negative or disparaging statements or
communications regarding the Company).


 


6.             If,
at the time of enforcement of Section  4 or 5 of this letter, a court
holds that the restrictions stated herein are unreasonable under circumstances
then existing, you and the Company agree that the maximum period, scope or
geographical area reasonable under such circumstances shall be substituted for
the stated period, scope or area. 
Because your services are unique and because you have access to
confidential information and work product, you and the Company agree that money
damages would not be an adequate remedy for any breach of this letter
agreement.  Therefore, in the event a
breach or threatened breach of this letter agreement, the Company or its
successors or assigns, in addition to other rights and remedies existing in
their favor, shall be entitled to specific performance and/or injunctive or
other equitable relief from a court of competent jurisdiction in order to
enforce, or prevent any violations of, the provisions hereof (without posting a
bond or other security).  You acknowledge
that the restrictions contained in Section 4 are reasonable and that you
have reviewed the provisions of this letter agreement with your legal
counsel.  It is agreed that (i) the payments under  Section 1 above shall be reduced by the
non-compete compensation you are entitled to under your 2002 Agreement on
Confidentiality and Prohibition of Post-termination Competition with Dade Behring
Holding GmbH, and (ii) the remaining


 


22





















 


portion of the payments under Section 1 above shall
compensate you foremost for the post-contractual period of your non-compete
obligation above.


 


7.             Whenever
possible, each provision of this letter agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this letter agreement 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 action in any other jurisdiction, but this letter agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


 


8.             The
Executive Severance Plan is intended to be an unfunded plan maintained by the
Company for a select group of management or highly compensated employees as described
in the regulations pursuant to the US Employee Retirement Income Security Act
of 1974, as amended and will be interpreted accordingly.  Administrative information regarding the
Executive Severance Plan and the claims procedure under the Executive Severance
Plan is set forth in Appendix A.


 


9.             If, after a Change in Control (as defined in
the 2004 Incentive Compensation Plan), you or your estate or your heirs prevail
in any action to enforce your rights under this letter agreement, you shall be
entitled to receive your attorney’s fees, costs and expenses incurred in
enforcing your rights under this letter agreement, as well as interest at the
Prime Rate as published in the Wall Street Journal
from time to time on the amount of the judgment from the date of demand for
payment hereunder through the date of receipt of the amount of the judgment.


 


10.           This letter agreement, those documents
expressly referred to herein and other documents of even date herewith embody
the complete agreement and understanding among you and the Company and
supersede and preempt any prior understandings, agreements or representations
by or among the parties, written or oral, which may have related to the subject
matter hereof in any way, except your Agreement executed            ,
200     attached hereto. 
You hereby agree that in consideration for and subject to the receipt of
payments to be received under this letter agreement, you waive any and all
rights to severance payments or benefits under any other plans, programs,
contracts or arrangements of the Company except as provided in any incentive or
equity grant.


 


11.           You agree to keep the
terms, conditions and amounts payable under this executive severance plan
strictly confidential.  Failure to
respect this confidentiality will jeopardize participation in the plan.


 


12.           If you are rehired during the period you are receiving severance
payments, your severance payments will stop on your rehire date and your future
participation in the executive severance plan will be determined by the Board
based on the facts and circumstances of your rehire.


 


23





















 


13.           If
you die while receiving severance pay, any remaining severance will be paid to
your estate or heirs.


 


14.           If your severance pay has been overpaid or wrongfully paid, you must
return the overpayment to the Company. 
If you fail to return the overpayment upon notification, you may not
receive future severance pay.  In
addition, the Company may take appropriate steps to collect the overpayment.


 


15.           If your address changes while you are receiving severance pay and you
do not notify the Company, your severance pay may be delayed.


 


16.           This letter is subject to the laws of
the United States.


 


24





















 


Working together, we can leverage our strengths,
manage through our challenges and anticipate a very positive future.  I very much look forward to working with you
as we progress together.


 


	
  Congratulations!

  
	
   

  
	
  /s/
  Kathy Kennedy

  	
   

  
	
   

  
	
  Kathy Kennedy

  Senior Vice President Human Resources

  
	
   

  
	
  Agreed and Acknowledged

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Participant Name

  
			



 


25





















 


EXECUTIVE SEVERANCE PLAN

                                  ,
2005 


 


APPENDIX A


 


Plan Sponsor and Administrator 


 


Dade Behring, Inc.
sponsors the Executive Severance Plan.


 


The
plan administrator of the Executive Severance Plan is the Compensation
Committee or such other committee appointed by Dade Behring’s Board of
Directors.


 


The
Senior Vice President, Human Resources is your primary source of information
about the Executive Severance Plan. If you have questions the Senior Vice
President, Human Resources cannot answer satisfactorily, you may contact the
plan administrator at:


 


Compensation Committee

c/o Dade Behring Inc.

1717 Deerfield Road

Deerfield, IL 60015


 


Plan
Identification


 


The
plan’s official name is the Dade Behring Executive Severance Plan and the
official plan number 503.


 


Claims
Procedure


 


Should
any claim you make be denied, you will receive a written or electronic
explanation of the decision within 90 days (180 days if the plan administrator
informs you of the need for an extension and the expected decision date) after
the original claim was filed.  The
explanation will:


 


a)             Describe the reason(s) your claim was denied;


b)            Reference
any plan provision on which the denial is based;


c)             Describe
any additional information needed to reach a decision on your claim;


d)            Explain
why the additional information is necessary;


e)             Describe
the plan’s claims procedure and the time limits applicable to such procedures;
and


f)             Describe
your right to bring a civil action under Sections 502(a) of ERISA.


 


If you
do not receive a written or electronic response to your claim within 90 days
(180 days if the plan administrator informs you of the need for an extension
and the expected decision date), your claim will be deemed denied.  If your claim is denied (or deemed denied),
you may then have your claim denial reviewed.


 


If you
want to have the decision reviewed, you must submit a written or electronic
request for a review to the plan administrator within 60 days after you receive
your explanation of denial (or when your claim is deemed denied).  You can have a lawyer represent you.  Written or electronic


 


26





















 


comments,
documents, records and other information relating to the claim for benefits may
be submitted to the plan administrator along with the review request.  During the 60-day period following notice of
denial, you or your authorized representative may receive, upon request and
free of charge, reasonable access to, and copies of, all documents, records and
other information relied upon, submitted, considered, generated or showing
procedural compliance in connection with your claim.  The review will take into account all
comments, documents, records and other information submitted without regard to
whether such information was submitted or considered in the initial
determination.


 


Upon
receipt of a request for review of a claim denial, the plan administrator will
undertake a full and fair review and provide you with written or electronic
notice of its decision.  A final decision
will be made within 60 days (120 days if the plan administrator informs you of
the need for an extension and the expected decision date) after the plan’s
receipt of your request for review. 
However, if the period of time is extended due to your failure to submit
information necessary to decide the claim, the period for making the benefit
determination on review will be tolled from the date on which extension notice
is sent to you until the date on which you respond to the request for
additional information.


 


If
your claim is wholly or partially denied on review, the notice of the decision
on review will inform you of the specific reasons for the decision, the
specific provisions of the Plan upon which the decision is based, a statement
that you are entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relied
upon, submitted, considered, generated or showing procedural compliance in
connection with your claim for benefits and a statement of your right to bring
action under Section 502(a) of ERISA.


 


If you
do not receive a written or electronic response to your request for a review
within 60 days (120 days if the plan administrator informs you of the need for
an extension and the expected decision date), the claim will be deemed denied
on review.


 


You
may contact the plan administrator if you need assistance requesting a review.


 


Plan
Interpretation


 


You
should be aware that prior to a Change in Control the plan administrator has
full discretion and authority to make the final decision regarding all areas of
plan interpretation and administration, including eligibility for benefits,
level of benefits provided, interpretation of plan language or administrative
procedures.


 


For a
termination of employment prior to a Change in Control, and not in anticipation
of a Change in Control, the decision of the plan administrator is final and
binding on all individuals dealing with or claiming benefits under the plan,
and, if challenged in court, the plan intends for the plan administrators’
decisions to be upheld, unless found by a court of competent authority to be
arbitrary and capricious.


 


27





















 


For a termination of employment in anticipation of or on or after a
Change in Control, the arbitrary and capricious standard of review shall not
apply and there shall be no presumption in favor of either party in
interpreting the provisions of the Executive Severance Plan.


 


28





















 


	
  Vereinbarung zu Vertraulichkeit und

  Enthaltung nachvertraglichen

  Wettbewerbs

  	
   

  	
  Agreement on Confidentiality and

  Prohibition of post-termination

  competition

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  zwischen
  der

  	
   

  	
  between

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dade Behring Holding GmbH,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutschland,.(die
  “Gesellschaft”), hier vertreten
  durch den Gesellschafter

  	
   

  	
  Germany, (the “Company”), here represented  by
  its shareholder

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dade Behring, Inc.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  dieser vertreten durch

  	
   

  	
  here acting through

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LouisePearson,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  einerseits,

  	
   

  	
  on one side,

  	
   

  	
   

  
	
  und

  	
   

  	
  and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dominick Martin Quinn

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (der “Geschäftsführer”) andererseits.

  	
   

  	
  (the “Managing Director”) on the other side.

  



 


	
  Präambel

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  Herr Quinn ist zum Geschäftsführer der Gesellschaft
  bestellt. Nunmehr vereinbaren die Parteien was folgt:

  	
   

  	
  Mr. Quinn has been appointed managing director of
  the Company. Now, the parties agree as follows:

  



 


 


	
  1

  	
   

  	
  Geheimhaltung

  	
   

  	
  1

  	
   

  	
  Secrecy

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Der Geschäftsführer wird sowohl während seines
  Dienstverhältnisses als auch nach dessen Ende über aile ihm anvertrauten, zugänglich
  gemachten oder sonst bekannt-gewordenen vertraulichen Angelegen-heiten,
  insbesondere Betriebs- und Geschäftsgeheimnisse, der Gesell-schaft oder eines
  mit der Gesellschaft verbundenen Unternehmens Still-schweigen gegenüber
  Dritten bewahren und Betriebs- und Geschäftsgeheimnisse nicht selbst
  verwerten.

  	
   

  	
  1.1

  	
   

  	
  During the term of this Agreement and thereafter,
  the Managing Director shall not disclose to any third party any of the
  business or operational secrets of the Company or any affiliated company
  which have been entrusted or otherwise become known to him, and he shall not
  utilize such business or operational secrets himself.

  



 


29





















 


	
  1.2 

  	
   

  	
  Geschäftliche Unterlagen aller Art, einschließlich
  persönlicher Aufzeich-nungen, die sich auf Angelegenheiten oder Tätigkeiten
  der Gesellschaft oder mit der Gesellschaft verbundener Unternehmen beziehen,
  dürfen nur zu geschäftlichen Zwecken verwendet werden, sind sorgfältig
  aufzubewahren und der Gesellschaft auf Aufforderung unverzüglich auszuhändigen.
  Zurück-behaltungsrechte sind ausge- schlossen.

  	
   

  	
  1.2

  	
   

  	
  Any business records, including personal notes
  concerning the Company’s or any affiliated company’s affairs and activities,
  shall be used only for business purposes, shall be kept carefully, and must
  be immediately handed over to the Company upon request. Any rights of retention
  are excluded.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Erfindungen, urheberrechtliche Werke

  	
   

  	
  2

  	
   

  	
  Inventions, Copyright Protected Works

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1 

  	
   

  	
  Für Erfindungen und technische Verbesserungsvorschläge
  sowie urheberrechtlich geschützteWerke des Geschäftsführers gelten die für Arbeitnehmer
  geltenden Vorschriften entsprechend. Zusätzliche Vergütungsansprüche des Geschäftsführers
  bestehen nicht; diese Leistungen sind mit dem Festgehalt abgegolten.

  	
   

  	
  2.1

  	
   

  	
  With respect to inventions, proposals for technical
  improvements and copyright protected works of the Managing Director, the
  regulations which are applicable to employees shall apply accordingly. The
  Managing Director shall not be entitled to any additional compensation; such achievements
  are compensated by the Base Salary.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Freistellung

  	
   

  	
  3

  	
   

  	
  Garden Leave

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1 

  	
   

  	
  Dem Geschäftsführer ist bekannt, dass die
  Gesellschaft berechtigt ist, ihn unbeschadet seiner Vergütungsansprüche
  jederzeit von seinem Amte als Geschäftsführer abzuberufen. Nach einer solchen
  Abberufung ist der Geschäftsführer zur Leistung der Dienste oder zu sonstigen
  Tätigkeiten für die Gesellschaft weder berechtigt noch mit Ausnahme von
  Abwicklungs- oder Übergabetätigkeiten verpflichtet. Die übrigen Pflichten der Parteien bleiben, unberührt.

  	
   

  	
  3.1

  	
   

  	
  The Company may at any time remove the Managing
  Director from his office as managing director, notwithstanding his
  entitlement to remuneration. Upon removal from his office, the Managing Director
  shall not be entitled nor, except for transitional activities, be required to
  render services or other activities for the Company. Any other duties of the
  parties will remain unaffected.

  



 


30





















 


	
  4

  	
   

  	
  Nachvertragliche
  Beschränkungen

  	
   

  	
  4

  	
   

  	
  Post-termination Restrictions

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1 

  	
   

  	
  Der Geschäftsführer wird für die Dauer von zwö1f
  Monaten nach dem Ende des Dienstverhältnisses weder in selbständiger,
  unselbständiger oder sonstiger Weise unmittelbar oder mittelbar für ein
  Wettbewerbs- unternehmen der Gesellschaft tätig werden, falls und soweit er
  im Rahmen einer solchen Tätigkeit seine nicht allgemein zugänglichen
  Kenntnisse über Auftraggeber, Lieferanten, Produkte, Geschäftspolitik oder Betriebs-
  und Geschäftsgeheimnisse der Gesellschaft oder mit der Gesellschaft
  verbundener Unternehmen verwenden kann. In gleicher Weise ist dem Geschäftsführer
  untersagt, während der Dauer des Verbotes unmittelbar oder mittelbar ein
  solches Unternehmen zu errichten, zu erwerben, zu betreiben oder sich an einem
  solchen Unternehmen zu beteiligen, mit der Maßgabe, dass der Besitz von bis
  zu 2% der öffentlich gehandelten Anteile an Unternehmen unberührt bleibt.

  	
   

  	
  4.1

  	
   

  	
  For a period of twelve months after the end of the
  service agreement, the Managing Director shall neither as a self-employed or
  employed person nor otherwise, directly or indirectly, act for a competing
  enterprise of the Company, if and to the extent that, in the course of such
  activities, he can use information of the Company or affiliated companies
  with respect to customers, suppliers, products, business strategies or
  business and operational secrets which is not available to the public. Under
  the same conditions, the Managing Director shall during the period of the
  restriction neither directly nor indirectly participate in, acquire, operate
  or establish such company, provided that nothing herein will prevent the
  Managing Director from owning in the aggregate not more than 2% of the
  outstanding stock of a publicly traded corporation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Das Wettbewerbsverbot gilt auch zugunsten von mit
  der Gesellschaft verbundenen Unternehmen, deren Geschäftsgegenstand die
  Forschung und Entwicklung, die Produktion oder der Vertrieb von Geräten,
  Reagenzien und anderen Produkten oder Dienstleistungen im in-vitro Diagnostika
  Markt (“Verbundene Unternehmen im in-vitro Diagnostika Markt”) ist.

  	
   

  	
   

  	
   

  	
  The prohibition to compete applies also for the
  benefit of companies affiliated with the Company, provided their respective
  field of business is the research and development, production or distribution
  of instruments and related products and services for the in vitro diagnostics
  testing market (“Affiliated Companies in the in-vitro diagnostica market”).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In räumlicher Hinsicht gilt dieses Verbot für aile
  Regionen, in denen die Gesellschaft, ob selbst oder durch

  	
   

  	
   

  	
   

  	
  This restriction shall apply to all territories the
  Company, whether itself or through third parties, or Affiliated 

  



 


31





















 


	
   

  	
   

  	
  Dritte, oder Verbundene Unternehmen im in-vitro
  Diagnostika Markt tätig sind, jedoch nur soweit der Geschäftsführer für diese
  Regionen in den letzten zwei Jahren vor dem Ende seines Dienstverhältnisses
  persönlich Verantwortung hatte.

  	
   

  	
   

  	
   

  	
  Companies in the in-vitro diagnostica market operate
  in, but only to the extent that the Managing Director has had personal
  responsibility for these regions in the last two years before his service
  relation has terminated.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.2 

  	
   

  	
  Der Geschäftsführer wird für die Dauer von zwölf
  Monaten nach dem Ende des Dienstverhältnisses weder für sich noch in selbständiger,
  unselbständiger oder sonstiger Weise für Dritte unmittelbar oder mittelbar
  Aufträge von Auftraggebern oder Kunden nachsuchen, annehmen oder bearbeiten,
  die in den letzten zwei Jahren vor dem Ende des Dienstverhältnisses zum
  Auftraggeber- oder Kundenkreis der Gesellschaft gehörten. In gleicher Weise
  ist es dem Geschäftsführer während der Dauer des Verbotes untersagt, auf den vorbezeichneten
  Abnehmer- oder Kundenkreis in der Absicht einzuwirken, den Umfang der Auftragsbeziehung
  zur Gesellschaft zu reduzieren oder zu begrenzen.

  	
   

  	
  4.2

  	
   

  	
  For a period of twelve months after the end of the
  service agreement, the Managing Director shall neither for himself nor as a
  self-employed or employed person or otherwise for third parties, directly or
  indirectly, solicit or accept orders or work on assignments from principals
  who, in the last two years prior to the end of the service agreement, have
  been customers of the Company. Similarly, during the period of the
  restriction, the Managing Director shall not act upon the aforementioned
  customers with the intention to reduce or limit the Company’s business.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dieses Verbot gilt auch zugunsten von Verbundenen
  Unternehmen im in-vitro Diagnostika Markt.

  	
   

  	
   

  	
   

  	
  This prohibition applies also for the benefit of
  Affiliated Companies in the in-vitro diagnostica market.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.3 

  	
   

  	
  Der Geschäftsführer wird für die Dauer von zwölf
  Monaten nach dem Ende des Dienstverhältnisses weder für sich noch in selbständiger,
  unselbständiger oder sonstiger Weise für Dritte unmittelbar oder mittelbar Arbeitnehmer
  oder selbständig Tätige der Gesellschaft oder mit der Gesellschaft
  verbundener Unternehmen veranlassen oder beeinflussen, die Tätigkeit für die Gesellschaft
  oder das mit der Gesellschaft verbundene Unternehmen zu beenden.

  	
   

  	
  4.3

  	
   

  	
  For a period of twelve months after the end of the
  service agreement, the Managing Director shall, neither for himself nor as a
  self-employed or employed person or otherwise for third parties, directly or
  indirectly, induce or influence any person who is employed or engaged by the
  Company or a company affiliated with the Company as an employee or
  independent contractor to terminate his or her employment or engagement with
  the Company or a company affiliated with the Company.

  



 


32





















 


	
  4.4 

  	
   

  	
  Bei einer Kündigung aus wichtigem Grund kann der Kündigungsborechtigte
  vor Ablauf eines Monats nach der Kündigung durch schriftliche Erklärung gegenüber
  dem anderen Teil die nachvertragliche Wettbewerbsbeschränkung aufheben. Bei
  einer ordentlichen Kündigung durch die Gesellschaft hat der Geschäftsführer kein
  Lösungsrecht.

  	
   

  	
  4.4

  	
   

  	
  In the event of termination for cause, the party
  which is entitled to terminate may determine the post-contractual restrictions
  by so informing the other party in writing within one month after the
  termination notice. If the Company terminates the service without cause, the
  Managing Director shall not be entitled to determine the restrictions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.5 

  	
   

  	
  Für die Dauer der vereinbarten nachvertraglichen
  Wettbewerbs-beschränkungen erhält der Geschäftsführer eine Entschädigung, die
  für jedes Jahr des Verbots die Hälfte seiner zuletzt bezogenen vertragsmäßigen
  Leistungen erreicht.

  	
   

  	
  4.5

  	
   

  	
  For the term of the agreed post-contractual
  restrictions, the Managing Director shall receive compensation which amounts
  for every year of the prohibition to half of his last contractual remuneration.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.6 

  	
   

  	
  Die Gesellschaft kann jederzeit mit einer der
  ordentlichen Kündigungsfrist des Dienstverhältnisses entspre-chenden Ankündigungsfrist,
  höchstens jedoch der Einjahresfrist des § 75a HGB, auf die vereinbarten nachvertraglichen
  Wettbewerbsbe-schränkungen verzichten.

  	
   

  	
  4.6

  	
   

  	
  The Company may at any time waive the agreed
  post-contractual restrictions by giving notice equal to the length of notice
  required for the termination of the service relation, but at the most the one year pursuant to § 75a German
  Commercial Code.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.7 

  	
   

  	
  Für jeden Fall der Zuwiderhandlung gegen die
  vereinbarten nachvertraglichen Wettbewerbs- beschränkungen zahlt der Geschäftsführer
  der Gesellschaft eine Vertragsstrafe. Verletzt dieselbe Handlung mehrere
  Verbote, wird nur eine Vertragsstrafe fällig. Die Vertragsstrafe beträgt das
  zweifache des Betrages, den der Geschäftsführer infolge der verbotswidrigen Tätigkeit
  erhält, mindestens jedoch ein Sechstel seiner letzten jährlichen Vergütung
  als Geschäftsführer der Gesellschaft. Wird dem Geschäftsführer die Vertragsstrafe
  von einer dritten Person erstattet, so erhöht sich die Vertragsstrafe um den
  ihm erstatteten Betrag. Die Vertragsstrafe wird im

  	
   

  	
  4.7

  	
   

  	
  In the event of any breach of the post-contractual
  restrictions agreed upon above, the Managing Director shall pay the Company a
  contractual penalty. In the event that one and the same activity constitutes
  a breach of several restrictions, the contractual penalty shall only be
  payable once. The contractual penalty shall be twice the amount the Managing
  Director earns as a result of the forbidden activity and shall be no less
  than one sixth of his last annual remuneration as managing director of the
  Company. In the event that the contractual penalty is reimbursed to the
  Managing Director by a third party, the contractual penalty shall increase by
  the amount reimbursed. In the event of 

  



 


33





















 


	
   

  	
   

  	
  Faile eines Dauerverstoßes für jeden angefangenen
  Kalendermonat neu verwirkt. § 340 Abs. 1 BGB findet keine Anwendung, so
  dass das Vertragsstrafenverlangen den Erfüliungsanspruch nicht ausschließt.

  	
   

  	
   

  	
   

  	
  a continuing breach, the contractual penalty shall
  be re-imposed for any calendar month commenced. Section 340
  sub-section 1 German Civil Code does not apply, so that the request for payment
  of the contractual penalty does not exclude the claim for performance.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.8 

  	
   

  	
  Im übrigen gelten die Vorschriften des Handelsgesetzbuches,
  insbesondere die §§ 74 ff HGB.

  	
   

  	
  4.8

  	
   

  	
  In all other respects, the regulations of the German
  Commercial Code will apply, in particular §§ 74 et seq.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Sonstiges

  	
   

  	
  5

  	
   

  	
  Miscellaneous

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1 

  	
   

  	
  Frühere Vereinbarungen über nachvertragliche Beschränkungen
  werden hiermit mit sofortiger Wirkung aufgehoben.

  	
   

  	
  5.1

  	
   

  	
  Any prior agreements on post-termination
  restrictions are terminated herewith effective immediately.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.2 

  	
   

  	
  Die Regelungen dieser Vereinbarung verdrängen
  arbeits- oder dienstvertraglich in Bezug genommene tarifliche Regelungen zu nachvertraglichen
  Wettbewerbs-verboten.

  	
   

  	
  5.2

  	
   

  	
  The stipulations of this agreement shall have
  precedence over any collectively agreed rules on post-termination
  restrictions incorporated into the employment relation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Schlussbestimmungen

  	
   

  	
  6

  	
   

  	
  Final Provision

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1 

  	
   

  	
  Sollte eine Bestimmung dieses Vertrages ganz oder teilweise ungültig sein
  oder werden, so wird hierdurch die Gültigkeit der übrigen Bestimmungen nicht
  berührt. Anstelle der ungültigen Bestimmung gilt diejenige gültige Bestimmung
  als vereinbart, die dem Sinn und Zweck der ungültigen Bestimmung am nächsten
  kommt. Dies gilt auch dann, wenn die Ungültigkeit der Bestimmung auf einem Maß
  der Leistung oder der Zeit beruht; es gilt dann das rechtlich zulässige Maß.

  	
   

  	
  6.1

  	
   

  	
  Should any provision of this Agreement, in total or
  in part, be or become invalid, the validity of the other provisions shall not
  be affected thereby. The invalid provision shall be replaced by such valid
  provision which corresponds as closely as possible to the intention and
  purpose of the invalid provision. The same shall apply, if the invalidity is
  based on a measurement of performance or time, in which case the extent
  permitted by law shall be applicable.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.2 

  	
   

  	
  Die Vereinbarung untersteht deutschem Recht.

  	
   

  	
  6.2

  	
   

  	
  The agreement is governed by German law.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.3 

  	
   

  	
  Die deutsche Fassung der

  	
   

  	
  6.3

  	
   

  	
  The German version of this agreement

  



 


34





















 


	
  Vereinbarung ist marßgeblich.

  	
  is authoritative.

  
	
   

  	
   

  
	
  Für die Gesellschaft/

  	
  Geschäftsführer/Managing
  Director:

  
	
   

  	
   

  
	
  On behalf of the
  Company:

  	
   

  
	
   

  	
   

  
	
  Ort/Place:

  	
  Deerfield Illinois USA

  	
   

  	
  Ort/Place:

  	
  /s/ Liederbach, Germany

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Datum/Date:

  	
  16 December 2002

  	
   

  	
  Datum/Date:

  	
  7-Jan 2003

  	
   

  
	
   

  	
   

  
	
  Unterschrift/

  	
  Unterschrift/

  
	
  Signature:

  	
  /s/ Louise Pearson

  	
   

  	
  Signature:

  	
  /s/ Donal Quinn

  	
   

  



 


 


	
  Ich, Geschäftsführer, bestätige, ein Original

  dieser Vereinbarung erhalten zu haben.

  	
  I, managing director, confirm to have received

  an original copy of this Agreement.

  
	
   

  	
   

  
	
  Ort/Place:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Datum/Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Unterschrift/

  	
   

  	
   

  	
   

  
	
  Signature: