EX-10.2



 Exhibit 10.2 

DIRECTOR NOMINATION AGREEMENT 

THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of October 7, 2014 by and among VWR
Corporation (formerly known as VWR Investors, Inc), a Delaware corporation (the “Company”), Varietal Distribution Holdings, LLC, a Delaware limited liability company (“Investor”) and Madison Dearborn Capital
Partners V-A, L.P., Madison Dearborn Capital Partners V-C, L.P., Madison Dearborn Capital Partners V Executive-A, L.P., MDCP Co-Investors (Varietal), L.P. and MDCP Co-Investors (Varietal-2), L.P. (collectively referred to herein as
“MDP”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering of shares of its common stock, par value $0.01 per share (the “Common
Stock”). 
 WHEREAS, as of the date hereof, Investor owns all of the outstanding equity interests of the Company and whereas MDP is
the indirect beneficial owner of the majority of such equity interests; 
 WHEREAS, Investor is contemplating causing the Company to make an
initial public offering of shares of its Common Stock; 
 WHEREAS, the equity holders of Investor currently have the authority to appoint
all directors of the Company; 
 WHEREAS, in consideration of Investor agreeing to undertake an initial public offering of the
Company’s common stock, the Company has agreed to permit Investor to designate persons for nomination for election to the board of directors of the Company (the “Board”) following the Effective Date on the terms and conditions
set forth herein; 
 NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each of the parties to this Agreement agrees as follows: 
 1. Board
Nomination Rights. 
 (a) From the Effective Date until the date that Investor and its Affiliates (as defined below) cease to
Beneficially Own shares of Common Stock representing at least 10% of the total voting power of the then outstanding Common Stock, at every meeting of the Board, or a committee thereof, for which directors of the Company are appointed by the Board or
are nominated to stand for election by stockholders of the Company, Investor shall have the right to appoint or nominate for election to the Board, as applicable, such number of representatives that, when compared to the authorized number of
directors on the Board, is closest to but not less than proportional to the total number of shares of Common Stock over which Investor and its Affiliates retain direct or indirect voting control relative to the total number of shares of Common Stock
then issued and outstanding (which, for the avoidance of doubt, shall mean that the number of representatives shall be rounded up to the next whole number in all cases) (such persons, the “Nominees”). “Beneficially Own”
shall mean that a specified person has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or 







 
otherwise, to vote shares of capital stock of the Company. “Affiliate” of any person shall mean any other person controlled by, controlling or under common control with such person;
where “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of
management or policies (whether through ownership of securities, by contract or otherwise). 
 (b) No reduction in the number of shares of
Common Stock over which Investor retains voting control shall shorten the term of any incumbent director). At the Effective Date, the Board shall be comprised of eleven members and the initial Nominees shall be Manuel Brocke-Benz, Harry M. Jansen
Kraemer, Jr., Nicholas W. Alexos, Robert L. Barchi, Edward A. Blechschmidt, Thomson Dean, Robert P. DeCresce, Pamela Forbes Lieberman, Carlos del Salto, Timothy P. Sullivan and Robert J. Zollars. 

(c) In the event that any Nominee shall cease to serve for any reason, Investor shall be entitled to designate such person’s successor in
accordance with this Agreement (regardless of Investor’s beneficial ownership in the Company at the time of such vacancy) and the Board shall promptly fill the vacancy with such successor nominee; it being understood that any such designee
shall serve the remainder of the term of the director whom such designee replaces. 
 (d) If a Nominee is not appointed or elected to the
Board because of such person’s death, disability, disqualification, withdrawal as a nominee or for other reason is unavailable or unable to serve on the Board, Investor shall be entitled to designate promptly another nominee and the director
position for which the original Nominee was nominated shall not be filled pending such designation. 
 (e) The Company shall use its best
efforts to maintain in effect at all times directors and officers indemnity insurance coverage reasonably satisfactory to Investor, and the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (each as may
be further amended, supplemented or waived in accordance with its terms) shall at all times provide for indemnification, exculpation and advancement of expenses to the fullest extent permitted under applicable law. 

(f) At such time as the Company ceases to be a “controlled company” and is required by applicable law or the Nasdaq Stock Market (the
“Exchange”) listing standards to have a majority of the Board comprised of “independent directors” (subject in each case to any applicable phase-in periods), Investor’s Nominees shall include a number of persons that
qualify as “independent directors” under applicable law and the Exchange listing standards such that, together with any other “independent directors” then serving on the Board that are not Nominees, the Board is comprised of a
majority of “independent directors”; provided, however, that nothing in this Section 1(f) shall require the Company to cause Manuel Brocke-Benz (or his successor as Chief Executive Officer) to resign from the Board and/or prevent the
Company from nominating Manuel Brocke-Benz or the then current Chief Executive Officer for re-election to the Board after the Company ceases to qualify as a “controlled company” under the rules of the Exchange if serving as Chief Executive
Officer at such time. 

  
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 2. Company Obligations. The Company agrees to use its best efforts to ensure that prior to
the date that Investor and its Affiliates cease to Beneficially Own shares of Common Stock representing at least 10% of the total voting power of the then outstanding Common Stock, (i) each Nominee is included in the Board’s slate of
nominees to the stockholders for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the
Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of
members of the Board. Furthermore, the Company agrees for so long as the Company qualifies as a “controlled company” under the rules of the Exchange the Company will elect to be a “controlled company” for purposes of the Exchange
and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company and Investor acknowledge and agree that, as of the Effective Date, the Company is a
“controlled company.” 
 3. Committees. From and after the Effective Date hereof until such time as Investor and its
Affiliates cease to Beneficially Own shares of Common Stock representing at least 10% of the total voting power of the then outstanding Common Stock, Investor shall have the right to designate a number of members of each committee of the Board equal
to the nearest whole number greater than the product obtained by multiplying (a) the percentage of the total voting power of the then outstanding Common Stock then Beneficially Owned by Investor and (b) the number of positions, including
any vacancies, on the applicable committee, provided that any such designee shall be a director and shall be eligible to serve on the applicable committee under applicable law or listing standards of the Exchange, including any applicable
independence requirements (subject in each case to any applicable exceptions, including those for newly public companies and for “controlled companies,” and any applicable phase-in periods). Any additional members shall be determined by
the Board. 
 4. Amendment and Waiver. Any provision of this Agreement may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed, in the case of an amendment, by the Company and Investor, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law. 
 5. Benefit of Parties. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Notwithstanding the foregoing, the Company may not assign any of its rights or obligations hereunder without the prior written
consent of Investor. Except as otherwise expressly provided in Section 6, nothing herein contained shall confer or is intended to confer on any third party or entity that is not a party to this Agreement any rights under this Agreement.

 6. MDP. So long as MDP and its affiliates are the beneficial owners of 50% or more of the voting equity interests of Investor, at
the written request of MDP, Investor shall assign to 

  
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MDP (or to an affiliate of MDP designated in writing by it) all of its rights hereunder and, following such assignment, MDP (or an affiliate designated in writing by it) shall be deemed to be the
“Investor” for all purposes hereunder. 
 7. Headings. Headings are for ease of reference only and shall not form a part of
this Agreement. 
 8. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of
Delaware without giving effect to the principles of conflicts of laws thereof. 
 9. Jurisdiction. Any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement may be brought against any of the parties in any federal court located in the State of Delaware or any Delaware state court, and each of
the parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding
may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each of the parties agrees that service of process upon such party at the address referred to in
Section 16, together with written notice of such service to such party, shall be deemed effective service of process upon such party. 

10. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 
 11. Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral among the parties with respect to the subject matter hereof. 

12. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original.
This Agreement shall become effective when each party shall have received a counterpart hereof signed by each of the other parties. An executed copy or counterpart hereof delivered by facsimile shall be deemed an original instrument. 

13. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 

14. Further Assurances. Each of the parties hereto shall execute and deliver such further instruments and do such further acts and
things as may be required to carry out the intent and purpose of this Agreement. 

  
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 15. Specific Performance. Each of the parties hereto agree that irreparable damage would
occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance
of the terms and provisions hereof in any federal or state court located in the State of Delaware, in addition to any other remedy to which they are entitled at law or in equity. 

16. Notices. All notices, requests and other communications to any party or to the Company shall be in writing (including telecopy or
similar writing) and shall be given, 
 If to the Company: 

Radnor Corporate Center, Building One 

Suite 100 
 100 Matsonford Road

 Radnor, Pennsylvania 19087 

Attention: George Van Kula, Senior Vice President, Human Resources, General Counsel and Secretary 

If to any member of Investor or any Nominee: 

c/o Varietal Distribution Holdings, LLC 

c/o Madison Dearborn Partners, L.L.C. 

Three First National Plaza 
 Suite
4600 
 Chicago, Illinois 60602 

Attention: Nicholas W. Alexos 

Facsimile: (312) 895-1261 

With a copy to (which shall not constitute notice): 

Kirkland & Ellis LLP 

300 N. LaSalle 
 Chicago, IL 60654

 Attention: Dennis M. Myers, P.C.; Sanford E. Perl, P.C. 

Facsimile: (312) 862-2200 
 or to such other
address or telecopier number as such party or the Company may hereafter specify for the purpose by notice to the other parties and the Company. Each such notice, request or other communication shall be effective when delivered at the address
specified in this Section 16 during regular business hours. 
 17. Enforcement. Each of the parties hereto covenant and
agree that the disinterested members of the Board have the right to enforce, waive or take any other action with respect to this Agreement on behalf of the Company. 

*     *     *     *     * 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above
written. 
  

			
	VWR CORPORATION
		
	By:	 	/s/ Gregory L. Cowan
	Name:	 	Gregory L. Cowan
	Title:	 	Senior Vice President and Chief Financial Officer


  

			
	VARIETAL DISTRIBUTION HOLDINGS, LLC
		
	By:	 	/s/ Scott K. Baker
	Name:	 	Scott K. Baker
	Title:	 	Assistant Secretary



  
 [VWR Corporation -
Director Nomination Agreement] 








 
			
	MADISON DEARBORN CAPITAL PARTNERS V-A, L.P.
		
	By:	 	Madison Dearborn Partners V-A&C, L.P.
	Its:	 	General Partner
		
	By:	 	Madison Dearborn Partners, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Mark Tresnowski
	Its:	 	Managing Director


  

			
	MADISON DEARBORN CAPITAL PARTNERS V-C, L.P.
		
	By:	 	Madison Dearborn Partners V-A&C, L.P.
	Its:	 	General Partner
		
	By:	 	Madison Dearborn Partners, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Mark Tresnowski
	Its:	 	Managing Director


  

			
	MADISON DEARBORN CAPITAL PARTNERS V EXECUTIVE-A, L.P.
		
	By:	 	Madison Dearborn Partners V-A&C, L.P.
	Its:	 	General Partner
		
	By:	 	Madison Dearborn Partners, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Mark Tresnowski
	Its:	 	Managing Director



  
 [VWR Corporation -
Director Nomination Agreement] 








 
			
	MDCP CO-INVESTORS (VARIETAL), L.P.
		
	By:	 	Madison Dearborn Partners V-A&C, L.P.
	Its:	 	General Partner
		
	By:	 	Madison Dearborn Partners, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Mark Tresnowski
	Its:	 	Managing Director


  

			
	MDCP CO-INVESTORS (VARIETAL-2), L.P.
		
	By:	 	Madison Dearborn Partners V-A&C, L.P.
	Its:	 	General Partner
		
	By:	 	Madison Dearborn Partners, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Mark Tresnowski
	Its:	 	Managing Director



  
 [VWR Corporation -
Director Nomination Agreement]