exv10w2






EXHIBIT 10.2




EMPLOYMENT AGREEMENT




          THIS EMPLOYMENT AGREEMENT (this “Agreement”) was made and entered into on the 16th day
of August 2006 and amended and restated December 22, 2008, by and between SeraCare Life Sciences,
Inc., a Delaware corporation (the “Company”), and Gregory A. Gould, an individual (the
“Executive”).




RECITALS




          THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and
intentions:





	 	A.	 	The Company desires that the Executive be employed by the Company to carry out the
duties and responsibilities described below, all on the terms and conditions hereinafter
set forth.
	 
	 	B.	 	The Executive desires to accept such employment on such terms and conditions.
	 
	 	C.	 	This Agreement shall govern the employment relationship between the Executive and the
Company from and after the Effective Date (as defined below) and supersedes and negates all
previous agreements with respect to such relationship.





          NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual
covenants and promises contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, the parties agree as follows:





	1.	 	Retention and Duties.






	 	1.1.	 	Bankruptcy Court Approval. On March 22, 2006, the Company filed a
voluntary petition for reorganization under chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Southern District of California (the
“Bankruptcy Court”). The Company’s case is No. 06-00510-11 (the
“Bankruptcy Case”). The parties acknowledge that this Agreement shall not be
effective unless and until approved by the Bankruptcy Court. For purposes of this
Agreement, the term “Effective Date” means the date on which the Company
receives Bankruptcy Court approval of this Agreement.
	 
	 	1.2.	 	Retention. The Company does hereby hire, engage and employ the
Executive for the Period of Employment (as defined in Section 2) on the terms and
conditions expressly set forth in this Agreement. The Executive does hereby accept and
agree to such hiring, engagement and employment, on the terms and conditions expressly
set forth in this Agreement.
	 
	 	1.3.	 	Duties. During the Period of Employment, the Executive shall serve the
Company as its Chief Financial Officer and shall have such other duties and
responsibilities as the Chief Executive Officer of the Company (the “CEO”) or
the




 









 






	 	 	 	Board of Directors of the Company (the “Board”) may determine from time to
time. The Executive shall be subject to the published corporate policies of the
Company as they are in effect from time to time throughout the Period of Employment
(including, without limitation, the Company’s business conduct and ethics policies,
as they may change from time to time). During the Period of Employment, the
Executive shall report to the CEO.
	 
	 	1.4.	 	No Other Employment; Minimum Time Commitment. During the Period of
Employment, the Executive shall both (i) devote substantially all of the Executive’s
business time, energy and skill to the performance of the Executive’s duties for the
Company, and (ii) hold no other employment. The Executive’s service on the boards of
directors (or similar body) of other business entities, or the provision of other
services thereto, is subject to the prior written approval of the Board. The Company
shall have the right to require the Executive to resign from any board or similar body
on which he may then serve if the Board reasonably determines that the Executive’s
service on such board or body interferes with the effective discharge of the
Executive’s duties and responsibilities to the Company or that any business related to
such service is then in competition with any business of the Company or any of its
affiliates, successors or assigns. Subject to the Company’s rights pursuant to the
preceding sentence, the Company expressly approves and acknowledges Executive’s service
on the board of directors of CytoDyn, Inc. (CYDY), without the need for further Board
action.
	 
	 	1.5.	 	No Breach of Contract. The Executive hereby represents to the Company
that, to the best of his knowledge and belief: (i) the execution and delivery of this
Agreement by the Executive and the Company and the performance by the Executive of the
Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene,
the terms of any other agreement or policy to which the Executive is a party or
otherwise bound; (ii) the Executive has no information (including, without limitation,
confidential information or trade secrets) relating to any other person or entity which
would prevent, or be violated by, the Executive entering into this Agreement or
carrying out his duties hereunder; and (iii) the Executive is not bound by any
confidentiality, trade secret or similar agreement (other than this Agreement and the
Employee Confidentiality Agreement attached hereto as Exhibit A (the
“Confidentiality Agreement”) and that certain Nondisclosure Agreement effective
as of April 20, 2006 by and between Executive and Ciphergen Biosystems, Inc.), with any
other person or entity.
	 
	 	1.6.	 	Location. The Executive’s principal place of employment shall be the
Company’s principal executive offices, as they may be located from time to time. The
Executive agrees that he will be regularly present at the Company’s principal executive
offices. The Executive acknowledges that he may be required to travel from time to
time in the course of performing his duties for the Company.





 









 






	2.	 	Period of Employment. The “Period of Employment” shall be a period of three (3)
years commencing on the Effective Date and ending at the close of business on the third (3rd)
anniversary of the Effective Date (the “Termination Date”); provided, however, that
this Agreement shall be automatically renewed, and the Period of Employment shall be
automatically extended for one (1) additional year on the Termination Date and each
anniversary of the Termination Date thereafter, unless either party gives notice, in writing,
at least sixty (60) days prior to the expiration of the Period of Employment (including any
renewal thereof) of such party’s desire to terminate the Period of Employment. The term
“Period of Employment” shall include any extension thereof pursuant to the preceding sentence.
If the Company provides notice that the Period of Employment shall not be extended or further
extended, as the case may be, the Executive’s employment by the Company shall terminate at the
end of the Period of Employment then in effect and, in connection with such termination of
employment and subject to Section 5.4, the Executive shall be entitled to all the severance
benefits provided in Section 5.3(b)(i)-(iv). Notwithstanding the foregoing, the Period of
Employment is subject to earlier termination as provided below in this Agreement.
	 
	3.	 	Compensation.






	 	3.1.	 	Base Salary. The Executive’s base salary (the “Base Salary”)
shall be paid in accordance with the Company’s regular payroll practices in effect from
time to time, but not less frequently than in monthly installments. The Executive’s
Base Salary for the first twelve (12) months of the Period of Employment shall be at an
annualized rate of Two Hundred and Fifty Thousand Dollars ($250,000). The Company will
review the Executive’s Base Salary at least annually and may increase (but not
decrease) the Executive’s Base Salary from the rate then in effect based on such
review.
	 
	 	3.2.	 	Incentive Bonus. For each fiscal year of the Company that ends during
the Period of Employment, the Executive shall be eligible to receive an annual
incentive bonus (“Incentive Bonus”) in an amount to be determined by the Board
(or the Compensation Committee thereof) in its sole discretion, based on the
performance objectives established by the Board for that particular period. The
Executive’s target Incentive Bonus amount for any such fiscal year shall be equal to
least seventy five percent (75%) of the Executive’s Base Salary for that particular
year, and there shall be no caps (other than any maximum amount provided under any
applicable stockholder-approved incentive plan under which the particular bonus
opportunity may be structured or any maximum amount that may be determined pursuant to
any incentive compensation formula that may be adopted pursuant to the applicable
incentive plan) on the total Incentive Bonus payable to Executive for any year. Any
Incentive Bonus amount earned by the Executive pursuant to the terms of the applicable
incentive plan shall be paid as soon as practicable after the amount of the bonus, if
any, and the Executive’s right thereto have been determined and, if applicable,
certified in accordance with the requirements of Section 162(m) of the United States
Internal Revenue Code of 1986, as amended (the “Code”); provided, that any such
earned bonus shall be paid not later than by the later of (i) the fifteenth day of the
third month following




 









 






	 	 	 	the close of the calendar year in which the Executive’s right to such bonus vests
(is no longer subject to a substantial risk of forfeiture) or (ii) the fifteenth day
of the third month following the close of the Company’s taxable year in which the
Executive’s right to such bonus vests.
	 
	 	3.3.	 	Signing Bonus. In consideration for the Executive’s execution of this
Agreement and subject to the Executive’s actually commencing employment with the
Company, the Executive shall be entitled to a cash payment in the amount of Fifteen
Thousand Dollars ($15,000) on or as soon as practicable after the Effective Date.
	 
	 	3.4.	 	Stock Option Grants. Subject to this Section 3.4, on the Effective
Date the Company will grant to the Executive a nonqualified stock option (the
“Option”) to purchase 250,000 shares of the Company’s common stock, no par
value (the “Common Stock”). The exercise price per share of the Option will be
equal to the fair market value of a share of the Common Stock on the Effective Date.
The Board (or Compensation Committee thereof) will determine such fair market value in
its reasonable, good faith discretion (it being intended that, if the Common Stock is
then not publicly traded other than on the over-the-counter market, such fair market
value shall be based on the last sales price for a share of Common Stock as quoted on
the Pink Sheets unless such methodology does not, in the Board’s reasonable, good faith
discretion, produce an accurate fair market value in the circumstances). The Option
will vest in substantially equal annual installments (equal installments except that
the installments will be rounded to produce vesting installments of whole share
increments) over the three-year period following the Effective Date. Except as
otherwise provided herein or in the Option Agreement referenced below, in each case,
the vesting of each installment of the Option is subject to the Executive’s continued
employment by the Company through the respective vesting date. The maximum term of the
Option will be ten (10) years from the date of grant of the Option, subject to earlier
termination upon the termination of the Executive’s employment with the Company, a
change in control of the Company and similar events. The Option shall be subject to
such further terms and conditions as set forth in a written stock option agreement to
be entered into by the Company and the Executive to evidence the Option (the
“Option Agreement”). The Option Agreement shall be in substantially the form
attached hereto as Exhibit C.
	 
	 	 	 	Executive shall also be eligible to participate in and receive additional grants
commensurate with his position and level in any stock option plan and restricted
stock plan or other equity-based or equity related compensation plan, programs or
agreements of the Company made available generally to its senior executives;
provided that the amount, timing, and other terms of any future grant shall be
determined by the Board (or the Compensation Committee thereof) in its sole
discretion.






	4.	 	Benefits.




 









 












	 	4.1.	 	Retirement, Welfare and Fringe Benefits. During the Period of
Employment, the Executive shall be entitled to participate in all employee pension and
welfare benefit plans and programs, and fringe benefit plans and programs, made
available by the Company to the Company’s employees generally, in accordance with the
eligibility and participation provisions of such plans and as such plans or programs
may be in effect from time to time.
	 
	 	4.2.	 	Reimbursement of Business Expenses. The Executive is authorized to
incur reasonable expenses in carrying out the Executive’s duties for the Company under
this Agreement and reimbursement for all reasonable business expenses the Executive
incurs during the Period of Employment in connection with carrying out the Executive’s
duties for the Company, subject to the Company’s expense reimbursement policies in
effect from time to time. Any such payment or reimbursement of such expenses that
could constitute “nonqualified deferred compensation” subject to Section 409A of the
Code shall be subject to the requirements that: (i) the amount of expenses eligible for
payment or reimbursement during any calendar year may not affect the expenses eligible
for payment or reimbursement in any other calendar year, (ii) the payment or
reimbursement must be made if at all, not later than December 31 of the calendar year
following the calendar year in which the expense was incurred, and (iii) any right that
the Executive may have to reimbursement shall in no event be subject to liquidation or
exchange for any other benefit, all as more fully described in the Company’s 409A
Reimbursement Policy in effect from time to time.
	 
	 	4.3.	 	Vacation and Other Leave. During the Period of Employment, the
Executive shall accrue and be entitled to take paid vacation in accordance with the
Company’s vacation policies in effect from time to time, including the Company’s
policies regarding vacation accruals; provided that the Executive’s rate of vacation
accrual during the Period of Employment shall be no less than four (4) weeks per year.
The Executive shall also be entitled to all other holiday and leave pay generally
available to other executives of the Company.
	 
	 	4.4.	 	Relocation Costs. Upon commencement of the Period of Employment, the
Company shall pay or reimburse the Executive for his reasonable, documented relocation
expenses, including but not limited to, real estate commissions, temporary housing and
travel to and from Colorado, incurred in relocating his permanent residence to the area
in which the Company’s principal offices are located. To the extent that any such
payment or reimbursement is taxable to the Executive, the Company shall pay the
Executive a gross-up so the Executive has no after-tax costs with regard to such
payment or reimbursement. In no event, however, will the Company have any such
payment, reimbursement or other obligation to the Executive pursuant to this Section
4.4 (including, without limitation, as to any such gross-up payment) to the extent that
such payments, reimbursements, or other obligations to the Executive pursuant to this
Section 4.4 exceed One Hundred and Seventy Five Thousand Dollars ($175,000) in the
aggregate taking into account all such previous payments and reimbursements. Any such
payment, reimbursement or benefit, to the extent it could constitute




 









 






	 	 	 	“nonqualified deferred compensation” subject to Section 409A of the Code, shall be
subject to the same requirements as those applicable to the reimbursement of
expenses under the last sentence of Section 4.2 above.






	5.	 	Termination.






	 	5.1.	 	Termination by the Company. The Executive’s employment by the Company,
and the Period of Employment, may be terminated by the Company: (i) at any time with
Cause (as defined in and subject to the provisions of Section 5.5), or (ii) with no
less than thirty (30) days advance notice to the Executive, without Cause, (iii) in the
event of the Executive’s death, or (iv) in the event that the Board determines in good
faith that the Executive has a Disability (as defined in Section 5.5).
	 
	 	5.2.	 	Termination by the Executive. The Executive’s employment by the
Company, and the Period of Employment, may be terminated by the Executive with no fewer
than thirty (30) days advance notice to the Company (and subject to the procedural
requirements set forth in Section 5.5(d), in the case of a termination for Good
Reason).
	 
	 	5.3.	 	Benefits Upon Termination. If the Executive’s employment by the
Company is terminated during the Period of Employment for any reason by the Company or
by the Executive, or upon or following the expiration of the Period of Employment (in
any case, the date that the Executive’s employment by the Company terminates is
referred to as the “Severance Date”), the Company shall have no further
obligation to make or provide to the Executive, and the Executive shall have no further
right to receive or obtain from the Company, any payments or benefits except as
follows:






	 	(a)	 	The Company shall pay the Executive (or, in the event of his
death, the Executive’s estate) any Accrued Obligations (as defined in Section
5.5);
	 
	 	(b)	 	If, during the Period of Employment, the Executive’s employment
is terminated by the Company without Cause or by the Executive for Good Reason
(as such terms are defined in Section 5.5), the Company shall, subject to the
following provisions of this Section 5.3 and the provisions of Section 5.4, pay
(in addition to the Accrued Obligations) the Executive the following severance
benefits (the “Severance Benefits”):






	 	(i)	 	The Company shall pay the Executive an amount,
subject to tax withholding and other authorized deductions, equal to the
sum of:






	 	(x)	 	one times the Executive’s Base Salary
at the annual rate in effect on the Severance Date, plus
	 
	 	(y)	 	a pro-rated amount of the Executive’s
Incentive Bonus for the year in which such Severance Date occurs.
For purposes of determining the pro-rated amount of the Incentive
Bonus to be




 









 






	 	 	 	paid pursuant to this clause (y), the applicable performance
objectives for the year in which the Severance Date occurs shall
be pro-rated to reflect the portion of the year completed prior to
the Severance Date and the Board shall in good faith determine the
amount of the Incentive Bonus that would be paid if the applicable
measurement criteria were such short-year objectives (by comparing
actual performance for such short year against such pro-rated
objectives). A pro-rated amount of such Incentive Bonus amount
shall then be paid pursuant to this clause(y). (For purposes of
illustration, if the Severance Date occurs half-way through the
related fiscal year of the Company, and the Executive’s target
Incentive Bonus for such fiscal year was 75% of his Base Salary
for that year, and the Board determines that the related
performance objectives (as pro-rated) were satisfied at target for
such short year based on actual performance for the first half of
that year, 37.5% of the target bonus amount (50% of 75%) would be
paid.)






	 	 	 	However, in the event that the Executive’s Severance Date occurs upon
or after the occurrence of both of the following events: (1) the
occurrence of a Change in Control Event (as defined below) of the
Company and (2) the Bankruptcy Effective Date (as such term is defined
below), and the Executive is entitled to benefits pursuant to this
Section 5.3(b), then the amount paid pursuant to clause (i)(x) shall
equal one and one-half (1.5) times the Executive’s Base Salary at the
annual rate in effect on the Severance Date (as opposed to, and not in
addition to, the amount otherwise provided in clause (i)(x)). For
purposes of this Agreement, “Bankruptcy Effective Date” means the
effective date of the Company’s plan of reorganization as approved by
the Bankruptcy Court in the Bankruptcy Case proceedings.
	 
	 	 	 	In the event that the Executive’s Severance Date occurs upon or after
the occurrence of all of the following events: (1) the occurrence of a
Change in Control Event of the Company, (2) the Bankruptcy Effective
Date, and (3) the first anniversary of the Effective Date, and the
Executive is entitled to benefits pursuant to this Section 5.3(b), then
the amount otherwise payable pursuant to this clause (i) (as determined
pursuant to the preceding paragraphs of this clause (i)) shall be
increased by one and one-half (1.5) times the Executive’s target
Incentive Bonus for the year in which such Severance Date occurs.
	 
	 	 	 	Subject to Section 21, the severance benefit determined pursuant to
this clause (i) shall be paid by the Company in a single lump sum not
later than thirty (30) days after the Executive’s Severance Date (or,
if the terms of the release referred to in Section 5.4(a) are




 









 






	 	 	 	communicated to the Executive after the Severance Date, not later than
thirty (30) days after the communication of such terms to the
Executive); provided, that the payment of the severance benefits
described in this Section 5.3(b) shall be conditioned on the
Executive’s giving (and not having revoked) the release referred to in
Section 5.4(a); and further provided, that in no event shall the
severance benefit described in this Section 5.3(b)(i) be paid, if at
all, later than by the later of (i) the fifteenth day of the third
month following the close of the calendar year in which the Executive’s
separation from service occurs, or (ii) the fifteenth day of the third
month following the close of the Company’s taxable year in which the
Executive’s separation from service occurs.
	 
	 	(ii)	 	The Company will pay or reimburse the Executive for
his premiums charged to continue medical coverage pursuant to the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the
same or reasonably equivalent medical coverage for the Executive (and, if
applicable, the Executive’s eligible dependents) as in effect immediately
prior to the Severance Date, to the extent that the Executive elects such
continued coverage; provided that the Company’s obligation to make any
payment or reimbursement pursuant to this clause (ii) shall cease upon
the first to occur of (a) the first anniversary of the Severance Date;
(b) the Executive’s death; (c) the date the Executive becomes eligible
for coverage under the health plan of a future employer; or (d) the date
the Company or its affiliates ceases to offer any group medical coverage
to its active executive employees or the Company is otherwise under no
obligation to offer COBRA continuation coverage to the Executive.
	 
	 	(iii)	 	The stock options granted to the Executive
pursuant to Section 3.4 and any additional stock options or equity or
equity-related compensation or grants that vest based on the passage of
time and continued performance of services (to the extent outstanding and
not otherwise vested as of the Severance Date, and exclusive of any
grants that include performance-based vesting criteria) shall become
fully vested immediately prior to such termination. Except as provided
in this Section 5.3(b)(iii), the effect of a termination of the
Executive’s employment on the Executive’s stock options (including any
limited period to exercise such options) shall be determined under the
terms of the award agreement evidencing such option.
	 
	 	(iv)	 	Company shall reimburse Executive for amounts, not
in excess of Thirty-Six Thousand Dollars ($36,000.00) in the aggregate
taking into account all such expenses previously reimbursed, expended by
Executive for executive outplacement services from a provider of his
choice. Such submitted expenses shall be reimbursed by the Company within
thirty (30) days after submission by the Executive of such




 









 






	 	 	 	expenses for reimbursement; provided, that no such reimbursement shall
be paid later than December 31 of the second calendar year following the
Severance Date.






	 	 	 	Notwithstanding the foregoing provisions of this Section 5.3, if the Executive
materially breaches any of his obligations under the Confidentiality Agreement or
under the Non-Competition Agreement (as defined in Section 6) at any time, from and
after the date of such breach, the Executive will no longer be entitled to, and the
Company will no longer be obligated to pay, any remaining unpaid portion of the
Severance Benefits (and, without limiting the generality of the foregoing, any
reimbursement obligation pursuant to clause (iii) or (iv) above shall terminate).
	 
	 	 	 	The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s
receipt of benefits otherwise due terminated employees under group insurance
coverage consistent with the terms of the applicable Company welfare benefit plan;
(ii) the Executive’s rights under COBRA to continue participation in medical,
dental, hospitalization and life insurance coverage; or (iii) the Executive’s
receipt of benefits otherwise due in accordance with the terms of the Company’s
401(k) plan (if any).






	 	5.4.	 	Release; Exclusive Remedy.






	 	(a)	 	This Section 5.4 shall apply notwithstanding anything else
contained in this Agreement, the Option Agreement or any other stock option,
restricted stock or other equity-based award agreement to the contrary. As a
condition precedent to any Company obligation to the Executive pursuant to
Section 5.3(b) or any obligation to accelerate vesting of any equity-based
award in connection with the termination of the Executive’s employment, the
Executive shall, upon or promptly following his last day of employment with the
Company, provide the Company with a valid, executed general release agreement
in a form acceptable to the Company, and such release agreement shall have not
been revoked by the Executive pursuant to any revocation rights afforded by
applicable law. Such release shall be in substantially the form attached
hereto as Exhibit E (together with any changes thereto as the Company may
determine necessary or appropriate to render the release enforceable to the
fullest extent possible, any such change to be communicated to the Executive
within ten (10) days of the last day of the Executive’s employment). The
Company shall have no obligation to make any payment to the Executive pursuant
to Section 5.3(b) (or otherwise accelerate the vesting of any equity-based
award in the circumstances as otherwise contemplated by the applicable award
agreement) unless and until the release agreement contemplated by this Section
5.4 becomes irrevocable by the Executive in accordance with all applicable
laws, rules and regulations.
	 
	 	(b)	 	The Company and the Executive acknowledge and agree that there
is no duty of the Executive to mitigate damages under this Agreement. All




 









 






	 	 	 	amounts paid to the Executive pursuant to Section 5.3 shall be paid without
regard to whether the Executive has taken or takes actions to mitigate
damages.
	 
	 	(c)	 	In the event of any termination of the Executive’s employment
with the Company (regardless of the reason for such termination), Executive
irrevocably resigns from the Board effective as of the time of such
termination.






	 	5.5.	 	Certain Defined Terms.






	 	(a)	 	As used herein, “Accrued Obligations” means:






	 	(i)	 	any Base Salary that had accrued but had not been
paid (including accrued and unpaid vacation time) on or before the
Severance Date; and
	 
	 	(ii)	 	any Incentive Bonus payable pursuant to Section 3.2
with respect to any fiscal year that ends during the Period of Employment
preceding the fiscal year in which the Severance Date occurs to the
extent earned by but not previously paid to the Executive; and
	 
	 	(iii)	 	any reimbursement due to the Executive pursuant to
Section 4.2 or Section 4.4 for expenses incurred by the Executive on or
before the Severance Date.






	 	 	 	Any payment of Accrued Obligations payable hereunder shall be made promptly
and in all events within sixty (60) days of the Executive’s separation from
service, subject, in the case of reimbursements, to the Executive’s delivery
to the Company of such documentation as the Company may reasonably require in
accordance with its normal reimbursement policies that the expenses were
incurred and are reimbursable.
	 
	 	(b)	 	As used herein, “Cause” shall mean, as reasonably
determined by the Board (excluding the Executive, if he is then a member of the
Board), (i) any act of willful personal dishonesty taken by the Executive in
connection with his responsibilities as an employee of the Company which is
intended to result in substantial personal enrichment of the Executive, (ii)
the Executive’s conviction of, indictment for, or pleading guilty or nolo
contendere to, or entering a similar plea to, a misdemeanor involving moral
turpitude or a felony, (iii) fraud or willful and material misconduct by the
Executive, (iv) a willful violation by the Executive of the Executive’s
material obligations to the Company (including, without limitation, any willful
refusal of the Executive to perform his duties for the Company) or other
material breach by the Executive of this Agreement, (v) the Executive is found
liable in any Securities and Exchange Commission or other civil or criminal
securities law action, or (vi) a material breach by the Executive of the
Confidentiality




 









 






	 	 	 	Agreement or of the Non-Competition Agreement. No act or failure to act by
Executive shall be considered “willful” if such act is or was done (or is or
was omitted to be done) in the good faith belief that it is or was in the best
interests of the Company. Prior to any purported termination for Cause, the
Company shall send a written notice of termination to the Executive indicating
the specific provision in this Agreement on which such a claim of Cause would
be based, and setting forth in reasonable detail the facts and circumstances
on which such a claim would be based. In the event of any claim of Cause
based on clause (iii) or (iv) of the foregoing definition of “Cause”, the
Executive shall be given an opportunity (of not more than 30 days) to promptly
cure such conduct (or lack thereof); provided, however, that the Company need
not give the Executive the opportunity to cure conduct (or lack thereof) that
is substantially similar to past conduct (or lack thereof) for which such a
notice was provided within the preceding 18-month period. Further, before any
actual termination of the Executive’s employment for Cause, the Executive
shall be given an opportunity to be heard by the Board as to the circumstances
purporting to constitute Cause and any determination to terminate the
Executive’s employment for Cause shall be by a vote of not less than
two-thirds of the entire Board (exclusive of the Executive if he is then a
director).
	 
	 	(c)	 	As used herein, “Disability” shall mean a physical or
mental impairment which, as reasonably determined by the Board, renders the
Executive unable to perform the essential functions of his employment with the
Company, even with reasonable accommodation that does not impose an undue
hardship on the Company, for more than 180 days in any 12-month period, unless
a longer period is required by federal or state law, in which case that longer
period would apply.
	 
	 	(d)	 	As used herein, “Good Reason” shall mean the occurrence
of any of the following: (i) without the Executive’s express written consent, a
material reduction or material adverse change in the nature or scope of the
Executive’s duties, authorities, titles, position or responsibilities relative
to the Executive’s duties, authorities, titles, position or responsibilities in
effect immediately prior to such reduction, or the removal of the Executive
from such duties, authorities, titles, position or responsibilities (in no
event, however, shall the Company ceasing to be a publicly-traded corporation,
in and of itself, constitute Good Reason pursuant to this clause (i); (ii) a
material failure of the Company to provide Executive with the Base Salary and
benefits in accordance with the terms of Sections 3 and 4 hereof; (iii) the
relocation of the principal executive offices of the Company to a location that
is more than 50 miles outside of West Bridgewater, MA; provided that Good
Reason shall not exist unless (A) the Executive gives notice to the Company
within ninety (90) days of the initial occurrence of the event or condition
constituting Good Reason, setting forth in reasonable detail the nature of such
Good Reason, (B) the Company fails to cure within thirty (30) days following
such notice; and (C) Executive terminates his




 









 






	 	 	 	employment within thirty (30) days following the end of the 30-day cure period
(if the Company fails to cure); further provided that the termination of the
Executive’s employment shall occur within two (2) years of the initial
existence of one or more conditions giving rise to such claim of Good Reason
without the consent of the Executive.
	 
	 	(e)	 	For purposes of this Agreement, including all associated
agreements and instruments, “Change in Control Event” means any of the
following:






	 	(i)	 	The dissolution or liquidation of the Company,
other than in the context of a transaction that does not constitute a
Change in Control Event under clause (ii) below.
	 
	 	(ii)	 	Consummation of a merger, consolidation, or other
reorganization, with or into, or the sale of all or substantially all of
the Company’s business and/or assets as an entirety to, one or more
entities that are not Subsidiaries (a “Business Combination”),
unless (A) as a result of the Business Combination at least 50% of the
outstanding securities voting generally in the election of directors of
the surviving or resulting entity or a parent thereof (the “Successor
Entity”) immediately after the reorganization are, or will be, owned,
directly or indirectly, in substantially the same proportions, by
shareholders of the Company immediately before the Business Combination;
and (B) no person (as defined in clause (iii) below, but excluding the
Successor Entity or an Excluded Person) beneficially owns, directly or
indirectly, more than 50% of the outstanding shares of the combined
voting power of the outstanding voting securities of the Successor
Entity, after giving effect to the Business Combination, except to the
extent that such ownership existed prior to the Business Combination; and
(C) at least 50% of the members of the board of directors of the entity
resulting from the Business Combination were members of the Board at the
time of the execution of the initial agreement or of the action of the
Board approving the Business Combination.
	 
	 	(iii)	 	Any “person” (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange
Act”)) other than an Excluded Person becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing more than 50% of the combined
voting power of the Company’s then outstanding securities entitled to
then vote generally in the election of directors of the Company, other
than as a result of (A) an acquisition directly from the Company, (B) an
acquisition by the Company, (C) an acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or a
Successor Entity, or an acquisition by any entity pursuant to a
transaction which is expressly excluded under clause (ii) above.




 









 






	 	(iv)	 	During any period not longer than two consecutive
years, individuals who at the beginning of such period constituted the
Board cease to constitute at least a majority thereof, unless the
election, or the nomination for election by the Company’s shareholders,
of each new Board member was approved by a vote of at least two-thirds of
the Board members then still in office who were Board members at the
beginning of such period (including for these purposes, new members whose
election or nomination was so approved), but excluding, for this purpose,
any such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a person other than the Board.






	 	(f)	 	As used herein, “Subsidiary” means any corporation or
other entity a majority of whose outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Corporation.
	 
	 	(g)	 	As used herein, “Excluded Person” means (1) any person
described in and satisfying the conditions of Rule 13d-1(b)(1) under the
Exchange Act, (2) the Company, or (3) an employee benefit plan (or related
trust) sponsored or maintained by the Company or the Successor Entity.
	 
	 	(h)	 	For purposes of this Agreement, references to termination of
employment, retirement, separation from service and similar or correlative
terms mean a “separation from service” (as defined at Section 1.409A-1(h) of
the Treasury Regulations) from the Company and from all other corporations and
trades or businesses, if any, that would be treated as a single “service
recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury
Regulations.
	 
	 	(i)	 	It is intended that the severance benefits described in this
Agreement qualify for an exemption from the requirements of Section 409A of the
Code, and the provisions of the Agreement shall be construed and administered
accordingly. If the Company nevertheless reasonably determines that,
notwithstanding such intent, any amount payable hereunder by reason of the
Executive’s separation from service is subject to the requirements of Section
409A and that at the relevant date Executive is or was a “specified employee”
as hereinafter defined, any portion of such amount that would otherwise have
been payable within six (6) months following such separation from service shall
instead be accumulated and paid six (6) months following such separation from
service. For purposes of the preceding sentence, “specified employee” means an
individual who is determined by the Company to be a specified employee as
defined in subsection (a)(2)(B)(i) of Section 409A of the Code.






	 	5.6.	 	Notice of Termination. Any termination of the Executive’s employment
under this Agreement shall be communicated by written notice of termination from the




 









 






	 	 	 	terminating party to the other party. The notice of termination shall indicate the
specific provision(s) of this Agreement relied upon in effecting the termination.
	 
	 	5.7.	 	Section 280G. Notwithstanding any other provision herein, the
Executive shall be covered by the provisions set forth in Exhibit D hereto,
incorporated herein by this reference.






	6.	 	Confidential and Proprietary Information; Non-Solicitation. Concurrently with
entering into this Agreement, the Executive will execute and deliver to the Company the
Confidentiality Agreement. Concurrently with entering into this Agreement, the Executive will
also execute and deliver to the Company the Non-Competition Agreement attached hereto as
Exhibit B (the “Non-Competition Agreement”).
	 
	7.	 	Withholding Taxes. Notwithstanding anything else herein to the contrary, the Company
may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise
due or payable under or pursuant to this Agreement such federal, state and local income,
employment, or other taxes as may be required to be withheld pursuant to any applicable law or
regulation.
	 
	8.	 	Assignment. This Agreement is personal in its nature and neither of the parties
hereto shall, without the consent of the other, assign or transfer this Agreement or any
rights or obligations hereunder; provided, however, that the Company will require any
successor (whether direct or indirect) by purchase, merger, consolidation, or transfer or sale
of all or substantially all of its businesses or assets of the Company with or to any other
individual(s) or entity, or otherwise, to assume, discharge and perform all of the promises,
covenants, duties, and obligations of the Company hereunder.
	 
	 	 	This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal
or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive shall die while any amount would still be payable
to the Executive hereunder (other than amounts which, by their terms, terminate upon the
death of the Executive), all such amounts, unless otherwise provided herein, shall be paid
on the Executive’s behalf to the Executive’s executors, personal representatives or
administrators of the Executive’s estate.
	 
	9.	 	Number and Gender. Where the context requires, the singular shall include the
plural, the plural shall include the singular, and any gender shall include all other genders.
	 
	10.	 	Section Headings. The section headings of, and titles of paragraphs and
subparagraphs contained in, this Agreement are for the purpose of convenience only, and they
neither form a part of this Agreement nor are they to be used in the construction or
interpretation thereof.
	 
	11.	 	Governing Law. This Agreement, and all questions relating to its validity,
interpretation, performance and enforcement, as well as the legal relations hereby created
between the parties hereto, shall be governed by and construed under, and interpreted and
enforced in accordance with, the laws of the State of Massachusetts, notwithstanding any
Massachusetts or other conflict of law provision to the contrary.




 









 






	12.	 	Severability. If any provision of this Agreement or the application thereof is held
invalid, the invalidity shall not affect other provisions or applications of this Agreement
which can be given effect without the invalid provisions or applications and to this end the
provisions of this Agreement are declared to be severable.
	 
	13.	 	Entire Agreement. This Agreement, together with the Confidentiality Agreement, the
Non-Competition Agreement and the Option Agreement, embodies the entire agreement of the
parties hereto respecting the matters within its scope. This Agreement supersedes all prior
and contemporaneous agreements of the parties hereto that directly or indirectly bears upon
the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or
understandings relating to the subject matter hereof shall be deemed to have been merged into
this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence,
agreements, proposals, or understandings shall be deemed to be of no force or effect. There
are no representations, warranties, or agreements, whether express or implied, or oral or
written, with respect to the subject matter hereof, except as expressly set forth herein.
	 
	14.	 	Modifications. This Agreement may not be amended, modified or changed (in whole or
in part), except by a formal, definitive written agreement expressly referring to this
Agreement, which agreement is executed by both of the parties hereto.
	 
	15.	 	Waiver. Neither the failure nor any delay on the part of a party to exercise any
right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any right, remedy, power or privilege, nor shall
any waiver of any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with respect to any other
occurrence. No waiver shall be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.
	 
	16.	 	Arbitration. Any controversy arising out of or relating to the Executive’s
employment or membership on the Board (whether or not before or after expiration of the Period
of Employment), any termination of the Executive’s employment or membership on the Board, this
Agreement, the Confidentiality Agreement, the Non-Competition Agreement, the Option Agreement,
the enforcement or interpretation of any of such agreements, or because of an alleged breach,
default, or misrepresentation in connection with any of the provisions of any such agreement,
including (without limitation) any state or federal statutory claims, shall be submitted to
arbitration in Boston, Massachusetts before a sole arbitrator mutually agreed upon by the
Executive and the Company. In the event the parties can not mutually agree upon such an
arbitrator, the dispute shall be heard by a panel of three arbitrators, one appointed by the
Company, one appointed by the Executive, and the third heard by the other two arbitrators.
Notwithstanding the foregoing, provisional injunctive relief may, but need not, be sought in a
court of law while arbitration proceedings are pending, and any provisional injunctive relief
granted by such court shall remain effective until the matter is finally determined by the
arbitrator (or arbitrators). The arbitration shall be administered by American Arbitration




 









 






	 	 	Association pursuant to its Employment Arbitration Rules and Mediation Procedures. Judgment
on the award may be entered in any court having jurisdiction.
	 
	 	 	The parties acknowledge and agree that they are hereby waiving any rights to trial by jury
in any action, proceeding or counterclaim brought by either of the parties against the other
in connection with any matter whatsoever arising out of or in any way connected with any of
the matters referenced in the first sentence of the first paragraph of this Section 16.
	 
	 	 	To the extent permitted by law, the prevailing party (if a prevailing party is determined to
exist by the arbitrator or arbitrators) in any proceeding or action under this Section 16
shall be entitled, in addition to any other damages or relief awarded, to an award of
reasonable legal and accounting fees, expenses and other out-of-pocket costs incurred by
such party (including any costs and fees incurred by and payable to the arbitrator (or
arbitrators) and any costs incurred in enforcing any such award), not to exceed such fees
incurred by the non-prevailing party regardless of whether such proceeding or action
proceeds to final judgment; provided, however, that the Company shall not be deemed a
“prevailing party” for this purpose unless the arbitrator (or arbitrators) determines that
the Executive did not have a reasonable good faith belief that he would prevail as to at
least one material issue presented to the arbitrator (or arbitrators).
	 
	 	 	Without limiting the remedies available to the parties and notwithstanding the foregoing
provisions of this Section 16, the Executive and the Company acknowledge that any breach of
any of the covenants or provisions contained in the Confidentiality Agreement or in the
Non-Competition Agreement could result in irreparable injury to either of the parties hereto
for which there might be no adequate remedy at law, and that, in the event of such a breach
or threat thereof, the non-breaching party shall be entitled to obtain a temporary
restraining order and/or a preliminary injunction and a permanent injunction restraining the
other party hereto from engaging in any activities prohibited by any covenant or provision
in the Confidentiality Agreement or the Non-Competition Agreement, as applicable, or such
other equitable relief as may be required to enforce specifically any of such covenants or
provisions.
	 
	17.	 	Insurance. The Company shall have the right at its own cost and expense to apply for
and to secure in its own name, or otherwise, life, health or accident insurance or any or all
of them covering the Executive, and the Executive agrees to submit to any usual and customary
medical examination and otherwise cooperate with the Company in connection with the
procurement of any such insurance and any claims thereunder.
	 
	18.	 	Notices. All notices, requests, demands and other communications required or
permitted under this Agreement shall be in writing and shall be deemed to have been duly given
and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii)
sent by registered or certified mail, postage prepaid, return receipt requested. Any notice
shall be duly addressed to the parties as follows:




 









 












	 	 	if to the Company:
	 
	 	 	SeraCare Life Sciences, Inc.

37 Birch Street

Milford, MA 01757

Attn: Board of Directors
	 
	 	 	if to the Executive, to the address most recently on file in the payroll records of the
Company.
	 
	 	 	Any party may alter the address to which communications or copies are to be sent by giving
notice of such change of address in conformity with the provisions of this Section 18 for
the giving of notice. Any communication shall be effective when delivered by hand, when
otherwise delivered against receipt therefor, or five (5) business days after being mailed
in accordance with the foregoing.
	 
	19.	 	Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original as against any party whose signature appears thereon, and
all of which together shall constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts hereof, individually or taken together, shall
bear the signatures of all of the parties reflected hereon as the signatories. Photographic
copies of such signed counterparts may be used in lieu of the originals for any purpose.
	 
	20.	 	Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding
contract and acknowledges and agrees that they have had the opportunity to consult with legal
counsel of their choice. Each party has cooperated in the drafting, negotiation and
preparation of this Agreement. Hence, in any construction to be made of this Agreement, the
same shall not be construed against either party on the basis of that party being the drafter
of such language. The Executive agrees and acknowledges that he has read and understands this
Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel
prior to entering into this Agreement and has had ample opportunity to do so. The Company
agrees to reimburse the Executive for all expenses and costs (including fees for legal
counsel), incurred by his relating to advice, drafting, negotiation, and preparation of this
Agreement and any related agreements, up to a maximum of Five Thousand Dollars ($5,000.00) in
the aggregate.
	 
	21.	 	Code Section 409A. The payments and benefits described in this Agreement are
intended to comply with the requirement of, or with the requirements for exemption from,
Section 409A of the Code, and this Agreement shall be construed and administered accordingly.
	 
	22.	 	Indemnification, Liability Insurance. The Company agrees to indemnify the Executive
and hold the Executive harmless to the fullest extent permitted by applicable law and under
the bylaws of the Company against and in respect to any and all actions, suits, proceedings,
claims, demands, judgments, costs, expenses (including reasonable attorneys’ fees), losses,
and damages resulting from the Executive’s good-faith




 









 






	 	 	performance of the Executive’s duties and obligations to the Company. The Company shall
cover the Executive under directors and officers liability insurance both during and, while
potential liability exists (but in any case not for more than six years), after the term of
this Agreement in substantially the same amount and on substantially the same terms as the
Company covers its other active officers and directors.





[The remainder of this page has intentionally been left blank.]




 









 





     IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement, as amended and
restated, as of the Effective Date.



	 	 	 	 	 
	 	 	“COMPANY”
	 
	 	 	 	 
	 	 	SeraCare Life Sciences, Inc.,


a Delaware corporation
	 
	 	 	 	 
	 

	 	By:	 	/s/ Susan Vogt
	 

	 	 	 	 
	 

	 	Name:
	 	Susan Vogt
	 

	 	Title:
	 	Chief Executive Officer
	 
	 	 	 	 
	 	 	“EXECUTIVE”
	 
	 	/s/ Gregory A. Gould
	 	 	 
	 	 	Gregory A. Gould






 









 





EXHIBIT A




SERACARE LIFE SCIENCES, INC.

CONFIDENTIALITY AGREEMENT




[Attached]





 









 













375 West Street • Tel. (508) 580-1900

West Bridgewater, MA 02379 • Fax. (508) 584-2384

www.seracare.com




Gregory A. Gould




Re: Confidentiality Agreement (“Agreement”)



Dear Greg:




     In the course of your work for SeraCare Life Sciences, Inc. or any of its affiliates
(collectively, “SeraCare Life Sciences, Inc.”), you may have access to SeraCare Life Sciences, Inc.
confidential and proprietary information and/or you may create Developments (defined below). As a
condition to SeraCare Life Sciences, Inc. hiring and employing you (and for other legally
sufficient consideration, the receipt and adequacy of which you acknowledge), you and SeraCare Life
Sciences, Inc. agree as follows:



     I. Definitions. The following terms are defined for purposes of this Agreement:




     A. “Confidential Information” means any and all information that has or could have
value or utility to SeraCare Life Sciences, Inc., whether or not reduced to written or other
tangible form and all copies thereof, relating to SeraCare Life Sciences, Inc. private or
proprietary matters, confidential matters or trade secrets. Confidential Information
includes, but is not limited to, the following:




	 	•	 	technical information (whether or not subject to patent registration
or protection), such as research and development, methods, trade
secrets, data and know-how, formulas, compositions, testing protocols
or test results, whether written or oral and whether technical or
non-technical, as well as product sample. Processes and techniques or
manufacturing information, business plans or projections, customer
lists, agreements, discoveries, machines, inventions, ideas, computer
programs (including software and data used in all such programs),
drawings, specifications;
	 
	 	•	 	except to the extent publicly disclosed by SeraCare Life Sciences,
Inc. without any fault by you or any other person or entity,
information relating to SeraCare Life Sciences, Inc. patents, patent
applications, and patent disclosures, together with all reissuances,
continuations, continuations-in-part, revisions, extensions, and
reexaminations thereof, and all improvements and inventions related
thereto;
	 
	 	•	 	business information, such as information concerning any products,
customers, suppliers, production, developments, costs, purchasing,




 









 






	 	 	 	pricing, profits, markets, sales, accounts, customers, financing,
acquisitions, strategic alliances or collaborations, expansions; and
	 
	 	•	 	other information relating to SeraCare Life Sciences, Inc. business
practices, strategies or policies.






     B. “Competitive Business” means engaging in the research, development, sale, lease,
marketing, financing or distribution of technology, products or services similar to or
competitive with SeraCare Life Sciences, Inc. actual or proposed products or services
anywhere in the world.




     C. “Development” means any invention, discovery, improvement, know-how, method,
technique, work, copyrightable work or other intellectual property (whether or not
patentable or subject to registration with any governmental office) you conceive, reduce to
practice, discover or make, alone or with others, that either (i) is directly related to the
business or demonstrably anticipated business of SeraCare Life Sciences, Inc. (ii) includes,
or is a product or extension of, any Confidential Information, or (iii) results from duties
assigned to you by SeraCare Life Sciences, Inc. or from the use of any of SeraCare Life
Sciences, Inc. assets or facilities.




     D. “Restricted Period” means a period (i) starting when you begin working for SeraCare
Life Sciences, Inc. and (ii) ending on the earlier of (A) twelve (12) months after
termination of your employment (regardless of the reason for termination), or (B) if you
work less than a total of 12 months, that number of months after termination of your
employment which equals the total number of months you worked for SeraCare Life Sciences,
Inc. (for example, if you work for SeraCare Life Sciences, Inc. for a total of six months,
the Restricted Period will end six months after your employment terminates), or (C) the
longest period (if any) permitted by applicable law after termination of your employment
which is less than 12 months.



     II. Confidential Information.



     During your employment by SeraCare Life Sciences, Inc. and at all times thereafter, you will
hold in trust, keep confidential and not disclose, directly or indirectly, to any third parties or
make any use of Confidential Information for any purpose except for the benefit of SeraCare Life
Sciences, Inc. in the performance of your employment duties. Confidential Information will not be
subject to these restrictions if it becomes generally known to the public or in the industry
without any fault by you or any other person or entity, or if SeraCare Life Sciences, Inc. ceases
to have a legally protectable interest in it. If you are required by valid subpoena or similar
legal requirement to disclose Confidential Information, you will promptly notify SeraCare Life
Sciences, Inc. in writing and cooperate with SeraCare Life Sciences, Inc. efforts to obtain a
protective order or similar relief, and you will only disclose the minimum amount of Confidential
Information necessary. Upon termination of your employment (regardless of the reason for
termination), you will immediately return to SeraCare Life Sciences, Inc. all tangible Confidential
Information and any other material made or derived from Confidential Information, including
information stored in electronic format and handwritten notes, which is in your possession or which
you delivered to others.



 









 





     III. Developments. You agree to promptly and fully disclose in writing to SeraCare
Life Sciences, Inc.’s President (or, if you are then the President, the General Counsel, or in the
absence of a General Counsel, the Chief Financial Officer, in either case with a copy to the
Chairman of the Board of Directors of SeraCare Life Science, Inc.) any Development that you make
during the Restricted Period when created or developed. You hereby assign and transfer to SeraCare
Life Sciences, Inc. all of your right, title and interest in and to any Developments that you make
during your employment, including all patents, patent applications and related patent rights. You
agree to sign and deliver to SeraCare Life Sciences, Inc. (during and after employment) other
documents SeraCare Life Sciences, Inc. considers necessary or desirable to evidence its ownership
of Developments that you make during your employment. All copyrightable works that are
Developments that you make during your employment, whether or not works made for hire (as defined
in 17 U.S.C. §141), shall be owned by SeraCare Life Sciences, Inc. and it may file and own the
same as the author throughout the world. If SeraCare Life Sciences, Inc. is unable for any reason
to secure your signature on any document necessary or desirable to apply for, prosecute, obtain, or
enforce any patent, trademark, service mark, copyright, or other right or protection relating to
any Development that you make during your employment, you hereby irrevocably designate and appoint
SeraCare Life Sciences, Inc. and each of its duly authorized officers and agents, as your agent and
attorney-in-fact to act for and in your behalf and stead to execute and file any such document and
to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of
patents, trademarks, service marks, copyrights, or other rights or protections with the same force
and effect as if personally executed and delivered by you. You agree that this power of attorney
is irrevocable and is coupled with an interest and thereby survives your death or disability. It
shall be presumed that any Development that you register, file, make an application for, or
otherwise claim with any governmental agency during the Restricted Period was made by you during
your employment.



     IV. California Goggin Act. You acknowledge that you have read the California Goggin
Act attached hereto and understand that under its provisions you may retain ownership of inventions
that you may make entirely on your own time and in a manner not described in Section II above. You
agree, however, to disclose to SeraCare Life Sciences, Inc. all inventions that you conceive during
your employment, including any invention which you desire to retain as your own property, so that
SeraCare Life Sciences, Inc. may determine if such invention qualifies under the law for retention
as your property. SeraCare Life Sciences, Inc. will treat any such disclosed information as
confidential unless such information (1) was previously known to SeraCare Life Sciences, Inc., (2)
is disclosed in patents or other publications, (3) has been imparted to SeraCare Life Sciences,
Inc. by third parties, or (4) is well known to the trade to which it relates. You understand that
this Section applies even if you work outside of California.



     V. Non-Solicitation. You acknowledge that you may have access to a significant amount
of highly sensitive and valuable Confidential Information, you may be involved in formulating
SeraCare Life Sciences, Inc. business strategies or in its research and development activities, and
you may be involved in important aspects of relationships with employees, consultants, suppliers,
customers and others and you will be expected to promote SeraCare Life Sciences, Inc. business and
goodwill. You also acknowledge that SeraCare Life Sciences, Inc. business is international in
scope and that SeraCare Life Sciences, Inc. employees and customers in any location can be
solicited and serviced from any other location in the world. You therefore



 









 







agree that during the Restricted Period, you will not, directly or indirectly through any
other person or entity:




	 	•	 	solicit any other person or entity who is a customer of SeraCare Life
Sciences, Inc. and whose name, identity, or business habits are trade secrets
to engage in any Competitive Business or to curtail or cease any business or
business relationship with SeraCare Life Sciences, Inc. or its employees or
independent contractors;
	 
	 	•	 	solicit any other employee or independent contractor to terminate any
employment or engagement with SeraCare Life Sciences, Inc. and engage in a
Competitive Business; or
	 
	 	•	 	disparage SeraCare Life Sciences, Inc., its employees, independent
contractors or their services or products.





     VI. No Conflicts. You represent and warrant to, and agree with SeraCare Life
Sciences, Inc. that:




     A. You have set forth in a separate list attached to this Agreement as Schedule A-1 an
accurate and complete list of all confidential, proprietary or trade secret information
(including invention disclosures and patent applications), including a brief description
thereof (without revealing any confidential or proprietary information of any other party),
which you made or conceived prior to your employment with SeraCare Life Sciences, Inc. and
for which you claim ownership or which is in the physical possession of a former employer or
other person or entity and which are therefore excluded from the scope of this Agreement.
If there are no such exclusions, you have so indicated by writing “none.”




     B. Neither you nor any third party has any ownership or other interest in any idea,
invention or other item of intellectual property that will be used in performing your duties
for SeraCare Life Sciences, Inc. and all Developments made during your employment will be
free and clear of any encumbrances or claims of third parties. In performing your duties
for SeraCare Life Sciences, Inc. you will not disclose to SeraCare Life Sciences, Inc. or
use any confidential or proprietary information or trade secret of any third party, and you
will not interfere with the business of any third party in any way contrary to applicable
law.



     VII. No Employment Rights. Nothing in this Agreement shall affect your or SeraCare
Life Sciences, Inc. right to terminate your employment or SeraCare Life Sciences, Inc. right modify
the terms of your employment, nor will this Agreement confer on you any other rights or benefits in
connection with your employment.



     VIII. Remedies and Conflict Resolution.




     A. The parties to this Agreement agree that (i) if you materially breach this
Agreement, the damage to SeraCare Life Sciences, Inc. may be substantial, although



 









 







difficult to ascertain, and money damages will not afford SeraCare Life Sciences, Inc.
an adequate remedy, and (ii) if you are in breach of any provision of this Agreement, or
threaten a breach of this Agreement, SeraCare Life Sciences, Inc. shall be entitled, in
addition to all other rights and remedies as may be provided by law, this Agreement, the
Employment Agreement being entered into by and between you and SeraCare Life Sciences, Inc.
in connection with this Agreement (the “Employment Agreement”), or otherwise, to seek and
obtain provisional relief from a court in accordance with Section VIII.B hereof, and an
arbitral order requiring specific performance and permanent injunctive and other equitable
relief to prevent or restrain a breach of any provision of this Agreement. You further
agree that the SeraCare Life Sciences, Inc. shall not be required to obtain, furnish, secure
or post any bond or similar instrument in connection with or as a condition to obtaining any
remedy referred to in this Section VIII, and you irrevocably waive any right you may have to
require SeraCare Life Sciences, Inc. to obtain, furnish, secure or post any such bond or
similar instrument.




     B. All claims for damages for a breach of this Agreement shall be submitted to
arbitration in accordance with the terms and conditions of Section 16 of the Employment
Agreement. To the extent injunctive or other equitable relief is not available pursuant to
Section 16 of the Employment Agreement or is not available pursuant to Section 16 of the
Employment Agreement in a sufficiently timely manner (in the seeking party’s good faith
judgment) to preclude the risk of irreparable damage and to prevent any remedy from being
rendered ineffectual pending the arbitration, either party may seek such relief, including
provisional relief in the form of a temporary restraining order or preliminary injunction,
exclusively in a state or federal court of competent jurisdiction in the Commonwealth of
Massachusetts.



     To the extent permitted by law, the prevailing party (if a prevailing party is determined to
exist by the arbitrator or arbitrators) in any proceeding or action under this Section VIII shall
be entitled, in addition to any other damages or relief awarded, to an award of reasonable legal
and accounting fees, expenses and other out-of-pocket costs incurred by such party (including any
costs and fees incurred by and payable to the arbitrator (or arbitrators) and any costs incurred in
enforcing any such award), not to exceed such fees incurred by the non-prevailing party regardless
of whether such proceeding or action proceeds to final judgment; provided, however, that SeraCare
Life Science, Inc. shall not be deemed a “prevailing party” for this purpose unless the arbitrator
(or arbitrators) determines that you did not have a reasonable good faith belief that you would
prevail as to at least one material issue presented to the arbitrator (or arbitrators).




     IN ANY ACTION OR PROCEEDING ARISING HEREFROM, THE PARTIES HERETO CONSENT TO TRIAL
WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO OR ITS
SUCCESSORS AGAINST ANY OTHER PARTY HERETO OR ITS SUCCESSORS IN RESPECT OF ANY MATTER ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR PROCEEDING.




     YOU REPRESENT AND AGREE THAT YOU HAVE READ AND UNDERSTAND THIS SECTION VIII.B, WHICH
DISCUSSES ARBITRATION. YOU



 









 







UNDERSTAND THAT BY SIGNING THIS AGREEMENT, YOU AGREE TO SUBMIT ANY CLAIMS ARISING OUT
OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY,
CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO CONFIDENTIAL BINDING
ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR RIGHT TO A JURY
TRIAL.



     IX. Miscellaneous.




     A. This Agreement contains the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior agreements, written or oral, with respect
thereto (except for the Employment Agreement and that certain Non-Competition Agreement
referred to in and contemplated by such Employment Agreement). This Agreement may be
amended or modified and the terms and conditions hereof may be waived, only by a written
instrument signed by each of the parties or, in the case of waiver, by the party waiving
compliance. No delay on the part of either party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of
either party of any right, power or privilege hereunder, nor any single or partial exercise
of any right, power or privilege hereunder, preclude any other or further exercise thereof
or the exercise of any other right, power or privilege hereunder. The rights and remedies
provided herein are cumulative and are not exclusive of any rights or remedies that either
party may otherwise have at law or in equity. Any waiver of any breach of or failure to
enforce any of the provisions of this Agreement shall not operate as a waiver of any other
breach or waiver of performance of such provisions or any other provisions. Your
obligations under this Agreement survive termination of your employment, regardless of the
manner or reason for termination. During, and upon termination of your employment
(regardless of the reason therefore), you will certify to SeraCare Life Sciences, Inc. in
writing that you have fully complied with each provision of this Agreement and that you will
continue to comply with all provisions herein that survive termination.




     B. You represent and warrant that this Agreement is a legal, valid and binding
obligation, enforceable against you in accordance with its terms to the fullest extent
permitted under applicable federal, state or local law.




     C. All notices, requests and other communications hereunder must be in writing and will
be deemed to have been duly given only if delivered in accordance with the terms of Section
18 of the Employment Agreement.




     D. This Agreement shall be governed by and construed in accordance with the internal
laws of the Commonwealth of Massachusetts without giving effect to any choice of law or
conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than
the Commonwealth of Massachusetts.




     E. To the extent any provision of this Agreement shall be determined to be unlawful or
otherwise unenforceable, in whole or in part, such determination shall not



 









 







affect the validity of the remainder of this Agreement, and this Agreement shall be
reformed to the extent necessary to carry out its provisions to the greatest extent
possible. In the absence of such reformation, such part of such provision shall be
considered deleted from this Agreement and the remainder of such provision and of this
Agreement shall be unaffected and shall continue in full force and effect. In furtherance
and not in limitation of the foregoing, should the duration or geographical extent of, or
business activities covered by any provision of this Agreement be in excess of that which is
valid and enforceable under applicable law, then such provision shall be construed to cover
only that duration, extent or activities which may validly and enforceability be covered.
To the extent any provision of this Agreement shall be declared invalid or unenforceable for
any reason by any court, arbitrator or governmental or regulatory authority in any
jurisdiction, this Agreement (or provision thereof) shall remain valid and enforceable in
each other jurisdiction where it applies. You agree that the time period, geographic scope
and other terms of the covenants and restrictions in this Agreement are reasonable and
appropriate under the circumstances of SeraCare Life Sciences, Inc. business.




     F. This Agreement shall be binding upon and inure to the benefit of the parties hereto,
the heirs and legal representatives of you and the successors and assigns of SeraCare Life
Sciences, Inc. You shall not be entitled to assign your obligations hereunder. SeraCare
Life Sciences, Inc. may assign its rights under this Agreement to any person or business
entity (including, without limitation, successors and assigns of SeraCare Life Sciences,
Inc.). You agree that, upon request therefor, you will, in writing, acknowledge and consent
to any such assignment of this Agreement.




     G. You represent and warrant that you have carefully read this Agreement; that you
execute this Agreement with full knowledge of the contents of this Agreement, the legal
consequences thereof, and any and all rights which each party may have with respect to one
another; that you have had the opportunity to receive independent legal advice with respect
to the matters set forth in this Agreement and with respect to the rights and asserted
rights arising out of such matters; that you have been advised to, and have had the
opportunity to, consult with your personal attorney prior to entering into this Agreement;
and that you are entering into this Agreement of your own free will. You expressly agree
that you have no expectations or understandings contrary to this Agreement and no usage of
trade or regular practice in the industry shall be used to modify this Agreement. The
parties agree that this Agreement shall not be construed for or against either party in any
interpretation thereof.



     Please indicate your agreement to the foregoing by signing a copy of this letter below and
returning it to me. I look forward to working with you.



Very truly yours,




/s/ Susan Vogt

Susan Vogt, Chief Executive Officer



Accepted and Agreed to as of Date: August 16, 2006




 









 








	 	 	 	 	 
	By:

	 	/s/ Gregory A. Gould
 

Gregory A. Gould
	 	 






(Please be sure to complete, sign & date the attached

Schedule A-1 writing “NONE” if applicable)




 









 





SCHEDULE A-1




EMPLOYEE’S INTELLECTUAL PROPERTY EXCLUDED FROM THIS AGREEMENT



Describe:



Provisional Patent Application of Stephen L. Warren, Gregory A. Gould and Kevin Lilehei,
Title: DEVICE FOR DELIVERY OF ANTI-CANCER AGENTS TO TISSUE, Docket No.: 2360.001PRV. 




	 	 	 	 	 
	By:

	 	/s/ Gregory A. Gould
 

Gregory A. Gould
	 	 






Date: August 16, 2006




 









 





THE GOGGIN ACT




Sections 2870, 2871 and 2872 of the California Labor Code




     2870. (a) Any provision in an employment agreement which provides that an employee shall
assign, or offer to assign, any of his or her rights in any invention to his or her employer shall
not apply to an invention that the employee developed entirely on his or her own time without using
the employer’s equipment, supplies, facilities, or trade secret information except for those
inventions that either: (1) Relate at the time of conception or reduction to practice of the
invention to the employer’s business, or actual or demonstrably anticipated research or development
of the employer; or (2) Result from any work performed by the employee for the employer; (b) To the
extent a provision in an employment agreement purports to require an employee to assign an
invention otherwise excluded from being required to be assigned under subdivision (a), the
provision is against the public policy of this state and is unenforceable.



     2871. No employer shall require a provision made void and unenforceable by Section 2870 as a
condition of employment or continued employment. Nothing in this article shall be construed to
forbid or restrict the right of an employer to provide in contracts of employment for disclosure,
provided that any such disclosures be received in confidence, of all of the employee’s inventions
made solely or jointly with others during the term of his or her employment, a review process by
the employer to determine such issues as may arise, and for full title to certain patents and
inventions to be in the United States, as required by contracts between the employer and the United
States or any of its agencies.



     2872. If an employment agreement entered into after January 1, 1980, contains a provision
requiring the employee to assign or offer to assign any of his or her rights in any invention to
his or her employer, the employer must also, at the time the agreement is made, provide a written
notification to the employee that the agreement does not apply to an invention which qualifies
fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden
of proof shall be on the employee claiming the benefits of its provisions.”



 









 





EXHIBIT B




NON-COMPETITION AGREEMENT




     This Non-Competition Agreement (this “Agreement”) is entered into, as of August 16,
2006, by and among SeraCare Life Sciences, Inc., a California corporation (the “Company”),
and Gregory A. Gould (“Executive”).



RECITALS





     A. The Company is engaged in the business of manufacturing, marketing distributing, and
selling to diagnostic, therapeutic, drug discovery, and research organizations biological
products and services, including but not limited to plasma-based therapeutic products,
diagnostic products and reagents, cell culture products, specialty plasmas, in vitro
stabilizers, and the SeraCare BioBankTM, which is a proprietary database of medical
information and associated blood, plasma, DNA and RNA samples (such business, being
collectively referred to herein as the “Business”).




     B. The parties acknowledge that the relevant market for the Business is worldwide in
scope and that there exists worldwide competition for the products and services of the
Business.




     C. The Company desires to employ Executive, and Executive desires to accept such
employment, as Chief Financial Officer based on the terms and conditions of the Employment
Agreement being executed concurrently with this Agreement (the “Employment Agreement”).




     D. Executive acknowledges that by virtue of his position with the Company, he will have
special influence over and access to the Company’s customers, employees, and consultants,
will develop and have access to significant and unique contacts in the Business, and will
develop and have access to the Company’s Confidential Information and Inventions (as such
terms are defined in the Confidentiality Agreement entered in connection with Section 6 of
the Employment Agreement).




     E. As a material condition to the Company entering into the Employment Agreement, and
to protect the Company’s good will, customer relationships, Confidential Information, and
stable workforce, Executive has agreed to the terms and conditions of this Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
hereinafter set forth, the Company and Executive, intending to be legally bound, hereby agree as
follows:



I. NON-COMPETITION




 









 








     1.1 Non-Competition. Executive agrees that during the term of his employment with the
Company and for a period of one (1) year thereafter (such period, the “Non-Competition
Period”):




	 	(a)	 	Executive shall not, anywhere outside of the United States,
directly or indirectly, engage, without the express prior written consent of
the Company, in any business or activity in direct or indirect competition with
the Business, whether as an employee, consultant, partner, principal, agent,
representative, equity holder or in any other individual, corporate or
representative capacity (without limitation by specific enumeration of the
foregoing), or render any services or provide any advice to any business,
activity or person in direct or indirect competition (or seeking or
contemplating to compete, directly or indirectly) with the Business (a
“Competing Business”).
	 
	 	(b)	 	Executive shall not, anywhere in the United States, directly or
indirectly, engage, without the express prior written consent of the Company,
in any business or activity in direct or indirect competition with the
Business, whether as an employee, consultant, partner, principal, agent,
representative, equity holder or in any other individual, corporate or
representative capacity (without limitation by specific enumeration of the
foregoing), or render any services or provide any advice to any Competing
Business.
	 
	 	(c)	 	Executive shall not, anywhere in the Commonwealth of
Massachusetts or the state of Maryland, directly or indirectly, engage, without
the express prior written consent of the Company, in any business or activity
in direct or indirect competition with the Business, whether as an employee,
consultant, partner, principal, agent, representative, equity holder or in any
other individual, corporate or representative capacity (without limitation by
specific enumeration of the foregoing), or render any services or provide any
advice to any Competing Business.





     1.2 Public Securities. Notwithstanding the foregoing, Executive may own, directly or
indirectly, up to one percent (1%) of any class of “publicly traded securities” of any Person,
which owns or operates a business that is a Competing Business. For the purposes of this
Section 1.2, “publicly traded securities” shall mean securities that are traded on a
national securities exchange or listed on the Nasdaq Global Market.



     1.3 No Interference with the Business; Non-Solicitation. Executive agrees that during
the Non-Competition Period, at any time or for any reason, Executive shall not, directly or
indirectly: (a) solicit or divert, or attempt to solicit or divert, any business or clients or
customers of the Company and/or any of its subsidiaries or affiliates (“Affiliates”); (b) induce or
attempt to induce customers, clients, suppliers, agents or other persons or business entities under
contract or otherwise associated or doing business with the Company and/or its Affiliates, to
reduce or alter any such association or business with the Company and/or its Affiliates; (c)
solicit or attempt to solicit any employee or consultant of the Company to (i) terminate such
employment or



 









 







consulting engagement with the Company and/or its Affiliates, and/or (ii) accept employment, or
enter into any consulting arrangement, with any person or business entity other than the Company
and/or its Affiliates; or (d) condemn, criticize, ridicule or otherwise disparage or put in
disrepute the Company or its Affiliates (including but not limited to their products, services,
directors, officers, agents or employees), in any way, whether orally or in writing; provided,
however, that Executive may provide truthful testimony in any legal, administrative, governmental
or regulatory proceeding and may likewise respond truthfully to a lawfully-issued subpoena, court
order, government or regulatory inquiry.



II. REMEDIES AND CONFLICT RESOLUTION




     2.1 Remedies. The parties to this Agreement agree that (i) if Executive materially
breaches Article 1 of this Agreement, the damage to the Company may be substantial, although
difficult to ascertain, and money damages will not afford the Company an adequate remedy, and (ii)
if Executive is in breach of any provision of this Agreement, or threatens a breach of this
Agreement, the Company shall be entitled, in addition to all other rights and remedies as may be
provided by law, this Agreement, the Employment Agreement, or otherwise, to seek and obtain
provisional relief from a court in accordance with Section 2.2 hereof, and an arbitral
order requiring specific performance and permanent injunctive and other equitable relief to prevent
or restrain a breach of any provision of this Agreement, including but not limited to an order
extending the Non-Competition Period by the same period of time that Executive is breach of terms
of Article 1 of this Agreement. Executive further agrees that the Company shall not be
required to obtain, furnish, secure or post any bond or similar instrument in connection with or as
a condition to obtaining any remedy referred to in this Article 2, and Executive
irrevocably waives any right that Executive may have to require the Company to obtain, furnish,
secure or post any such bond or similar instrument.



     2.2 All claims for damages for a breach of this Agreement shall be submitted to arbitration in
accordance with the terms and conditions of Section 16 of the Employment Agreement. To the extent
injunctive or other equitable relief is not available pursuant to Section 16 of the Employment
Agreement or is not available pursuant to Section 16 of the Employment Agreement in a sufficiently
timely manner (in the seeking party’s good faith judgment) to preclude the risk of irreparable
damage and to prevent any remedy from being rendered ineffectual pending the arbitration, either
party may seek such relief, including provisional relief in the form of a temporary restraining
order or preliminary injunction, exclusively in a state or federal court of competent jurisdiction
in the Commonwealth of Massachusetts.




	 	(a)	 	To the extent permitted by law, the prevailing party (if a
prevailing party is determined to exist by the arbitrator) in any proceeding or
action under this Section 2.2 shall be entitled, in addition to any
other damages or relief awarded, to an award of reasonable legal and accounting
fees, expenses and other out-of-pocket costs incurred by such party (including
any costs and fees incurred by and payable to the arbitrator and any costs
incurred in enforcing any such award), not to exceed such fees incurred by the
non-prevailing party regardless of whether such proceeding or action proceeds
to final judgment; provided, however, that the Company shall not be deemed a




 









 






	 	 	 	“prevailing party” for this purpose unless the arbitrator determines that the
Executive did not have a reasonable good faith belief that the Executive would
prevail as to at least one material issue presented to the arbitrator.
	 
	 	(b)	 	Waiver of Trial by Jury. IN ANY ACTION OR PROCEEDING
ARISING HEREFROM, THE PARTIES HERETO CONSENT TO TRIAL WITHOUT A JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO OR ITS
SUCCESSORS AGAINST ANY OTHER PARTY HERETO OR ITS SUCCESSORS IN RESPECT OF ANY
MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE
FORM OF ACTION OR PROCEEDING.





     2.3 Acknowledgment. EXECUTIVE HAS READ AND UNDERSTANDS SECTION 2.2 OF THIS AGREEMENT,
WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS NON-COMPETITION AGREEMENT,
EXECUTIVE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS
NON-COMPETITION AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR
TERMINATION THEREOF TO CONFIDENTIAL BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE
CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL.



III. MISCELLANEOUS




     3.1 Entire Agreement; Amendments and Waivers; Several Agreements. This Agreement
contains the entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto (except for the Employment
Agreement entered into by and between the parties in connection with this Agreement and that
certain Confidentiality Agreement referred to in and contemplated by such Employment Agreement).
This Agreement may be amended or modified and the terms and conditions hereof may be waived, only
by a written instrument signed by each of the parties or, in the case of waiver, by the party
waiving compliance. No delay on the part of either party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either
party of any right, power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder. The rights and remedies provided herein are cumulative
and are not exclusive of any rights or remedies that either party may otherwise have at law or in
equity.



     3.2 Representations and Warranties. Executive represents and warrants that this
Agreement is a legal, valid and binding obligation, enforceable against Executive in accordance
with its terms to the fullest extent permitted under applicable federal, state or local law.



 









 





     3.3 Notices. All notices, requests and other communications hereunder must be in
writing and will be deemed to have been duly given only if delivered in accordance with the terms
of Section 18 of the Employment Agreement.



     3.4 Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice of
law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the
Commonwealth of Massachusetts.



     3.5 Severability. To the extent any provision of this Agreement, including without
limitation the provisions set forth in Article 1 or Article 2 hereof, shall be determined to be
unlawful or otherwise unenforceable, in whole or in part, such determination shall not affect the
validity of the remainder of this Agreement, and this Agreement shall be reformed to the extent
necessary to carry out its provisions to the greatest extent possible. In the absence of such
reformation, such part of such provision shall be considered deleted from this Agreement and the
remainder of such provision and of this Agreement shall be unaffected and shall continue in full
force and effect. In furtherance and not in limitation of the foregoing, should the duration or
geographical extent of, or business activities covered by any provision of this Agreement be in
excess of, that which is valid and enforceable under applicable law, then such provision shall be
construed to cover only that duration, extent or activities which may validly and enforceability be
covered. To the extent any provision of this Agreement shall be declared invalid or unenforceable
for any reason by any court, arbitrator or governmental or regulatory authority in any
jurisdiction, this Agreement (or provision thereof) shall remain valid and enforceable in each
other jurisdiction where it applies.



     3.6 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, the heirs and legal representatives of Executive and the successors
and assigns of the Company. Executive shall not be entitled to assign his obligations hereunder.
The Company may assign its rights under this Agreement to any person or business entity (including,
without limitation, successors and assigns of the Company). Executive agrees that, upon request
therefor, he will, in writing, acknowledge and consent to any such assignment of this Agreement.



     3.7 Defined Terms. Capitalized terms used herein and not defined shall have the
respective meanings ascribed to them in the Employment Agreement unless otherwise expressly
indicated.



     3.8 Independent Review and Advice. Executive represents and warrants that Executive
has carefully read this Agreement; that Executive executes this Agreement with full knowledge of
the contents of this Agreement, the legal consequences thereof, and any and all rights which each
party may have with respect to one another; that Executive has had the opportunity to receive
independent legal advice with respect to the matters set forth in this Agreement and with respect
to the rights and asserted rights arising out of such matters; that Executive has been advised to,
and has had the opportunity to, consult with Executive’s personal attorney prior to entering into
this Agreement; and that Executive is entering into this Agreement



 









 







of Executive’s own free will. Executive expressly agrees that he has no expectations or
understandings contrary to the Agreement and no usage of trade or regular practice in the industry
shall be used to modify this Agreement. The parties agree that this Agreement shall not be
construed for or against either party in any interpretation thereof.



 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first
written above.



	 	 	 	 	 	 	 
	SERACARE LIFE SCIENCES, INC.

	 	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	/s/ Susan Vogt
 

Susan Vogt, Chief Executive Officer

	 	 	 	/s/ Gregory A. Gould
 

Gregory A. Gould
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Address	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	7513 Blue Water Ct.	 	 
	 

	 	 	 	Fort Collins, CO 80525	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Facsimile Number
	 	 







 











 





EXHIBIT C




SERACARE LIFE SCIENCES, INC.

NONQUALIFIED STOCK OPTION AGREEMENT




[Attached]





 









 








EXHIBIT C




SERACARE LIFE SCIENCES, INC.

NONQUALIFIED STOCK OPTION AGREEMENT




     THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) by and between SeraCare
Life Sciences, Inc., a California corporation (the “ Corporation “), and Gregory A. Gould (the “
Participant “) evidences the nonqualified stock option (the “ Option “) granted by the Corporation
to the Participant as to the number of shares of the Corporation’s common stock, no par value (the
” Common Stock “), first set forth below.



	 	 	 
	Number of Shares of Common Stock: 1 250,000

	 	Award Date:                    , 2006
	 
	 	 
	Exercise Price per Share: 1 $                    

	 	Expiration Date: 1,2                     , 2016





Vesting 1,2 One-third of the total number of shares subject to the Option shall
vest on each of the first, second and third anniversaries of the Award Date.




     The Option is subject to the Terms and Conditions of Option (the “ Terms “) attached to this
Option Agreement (incorporated herein by this reference). The Option has been granted to the
Participant in addition to, and not in lieu of, any other form of compensation otherwise payable or
to be paid to the Participant. The Option is not and shall not be deemed to be an incentive stock
option within the meaning of Section 422 of the U.S. Internal Revenue Code of 1986, as amended
(the “ Code “). The parties agree to the terms of the Option set forth herein, and the Participant
acknowledges receipt of a copy of the Terms.



	 	 	 	 	 
	 “PARTICIPANT” 	 	“SERACARE LIFE SCIENCES, INC.”
	 	 	(a California corporation)
	 
	 	 	 	 
	 

	 	By:	 	 
	 	 	 	 	 
	Signature
	 	 	 	 
	 
	 

	 	Its:	 	 
	 	 	 	 	 
	Print Name
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	Address
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	City, State, Zip Code
	 	 	 	 








 




			
	1	 	Subject to adjustment under Section 4.1 of the Terms.
	 
	2	 	Subject to early termination under Section 4.2 or 4.3
of the Terms.




 









 










TERMS AND CONDITIONS OF OPTION




1. Vesting; Limits on Exercise.




     As set forth on the cover page of the Option Agreement, the Option shall vest and become
exercisable in percentage installments of the aggregate number of shares of Common Stock subject to
the Option. The Option may be exercised only to the extent the Option is vested and exercisable.




	 	•	 	Cumulative Exercisability . To the extent that the Option is vested and exercisable,
the Participant has the right to exercise the Option (to the extent not previously
exercised), and such right shall continue, until the expiration or earlier termination of
the Option.
	 
	 	•	 	No Fractional Shares . Fractional share interests shall be disregarded, but may be
cumulated.
	 
	 	•	 	Minimum Exercise . No fewer than 100 1 shares of Common Stock may be purchased at any
one time, unless the number purchased is the total number at the time exercisable under the
Option.





2. Continuance of Employment Required; No Employment Commitment.




     Except as otherwise provided herein, the vesting schedule requires continued service through
each applicable vesting date as a condition to the vesting of the applicable installment of the
Option and the rights and benefits under this Option Agreement. Partial service, even if
substantial, during any vesting period will not entitle the Participant to any proportionate
vesting or avoid or mitigate a termination of rights and benefits upon or following a termination
of employment or services as provided in Section 4.3 below.



     Nothing contained in this Option Agreement constitutes an employment commitment by the
Corporation, confers upon the Participant any right to remain employed by the Corporation or any
Subsidiary (as defined below), interferes in any way with the right of the Corporation or any
Subsidiary at any time to terminate such employment, or affects the right of the Corporation or any
Subsidiary to increase or decrease the Participant’s other compensation.



     For purposes of this Option Agreement, “Subsidiary” means any corporation or other entity a
majority of whose outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Corporation.



3. Exercise of Option.




     3.1. Method of Exercise. The Option shall be exercisable by the delivery to the Secretary of
the Corporation of a written notice stating the number of shares of Common Stock to be purchased
pursuant to the Option and accompanied by:



 









 






	 	•	 	delivery of an executed Exercise Agreement in substantially the form
attached hereto as Exhibit A or such other form as from time to time may be
required by the Corporation (the “Exercise Agreement”);
	 
	 	•	 	payment in full for the Exercise Price of the shares to be purchased in one
of the forms set forth under Section 3.2;
	 
	 	•	 	satisfaction of the tax withholding provisions of Section 3.3 below; and
	 
	 	•	 	any written statements or agreements required pursuant to Section 3.4 below.





     3.2. Payment of Exercise Price. The Exercise Price of the shares to be purchased will be
paid in full at the time of each purchase in one or a combination of the following methods:




	 	•	 	in cash or by electronic funds transfer;
	 
	 	•	 	by check payable to the order of the Corporation;
	 
	 	•	 	if authorized by the Corporation, by a cashless exercise pursuant to such
rules as the Corporation may adopt;
	 
	 	•	 	by notice and third party payment in such manner as may be authorized by the
Corporation;
	 
	 	•	 	subject to the proviso below and the approval of the Corporation’s Board of
Directors (the “Board”) at the time, by the delivery of shares of Common Stock
already owned by the Participant, provided that any shares of Common Stock
delivered that were initially acquired from the Corporation upon exercise of a
stock option must have been owned by the Participant at least six (6) months as
of the date of delivery.




Shares of Common Stock used to satisfy the Exercise Price will be valued at their Fair Market Value
on the date of exercise. “Fair Market Value” on any date means:





	 	(a)	 	if the stock is listed or admitted to trade on a national
securities exchange, the closing price of the stock on the Composite Tape, as
published in the Western Edition of The Wall Street Journal, of the principal
national securities exchange on which the stock is so listed or admitted to
trade, on such date, or, if there is no trading of the stock on such date (or
if the market has not closed at the applicable time), then the closing price of
the stock as quoted on such Composite Tape on the next preceding date on which
there was trading in such shares;
	 
	 	(b)	 	if the stock is not listed or admitted to trade on a national
securities exchange, the last price for the stock, as furnished by the National
Association of Securities Dealers, Inc. (“NASD”) through the NASDAQ Global
Market Reporting System or a similar organization if the NASD is no longer
reporting such information, on such date, or, if there is no trading of the
stock on such date (or if the market has not closed at the applicable




 









 






	 	 	 	time), then the last price of the stock as so furnished on the next preceding
date on which there was trading in such shares; or
	 
	 	(c)	 	if the stock is not listed or admitted to trade on a national
securities exchange and is not reported by the NASD through the NASDAQ Global
Market Reporting System or a similar organization if the NASD is no longer
reporting such information, the value as established by the Corporation at such
time for purposes of this Option Agreement (if the price of the stock is
furnished by the NASD through the NASDAQ SmallCap Market, the Corporation’s
determination of Fair Market Value may be based on, without limitation, the
last price and/or the mean between the bid and asked prices for the stock as of
the relevant date or as of the last date that there was trading in the stock,
as applicable).





     3.3. Tax Withholding. Upon any exercise, vesting, or payment of the Option, the Corporation
shall have the right at its option to:




	 	•	 	require the Participant (or his personal representative or his beneficiary,
in the case of the Participant’s disability or death, as the case may be) to
pay or provide for payment of at least the minimum amount of any taxes which
the Corporation may be required to withhold with respect to the Option event or
payment;
	 
	 	•	 	deduct from any amount payable in cash the minimum amount of any taxes which
the Corporation may be required to withhold with respect to such cash payment;
or
	 
	 	•	 	reduce the number of shares of Common Stock to be delivered by (or otherwise
reacquire) the appropriate number of shares of Common Stock, valued at their
then Fair Market Value, to satisfy such withholding obligation.




In no event will the value of any shares withheld exceed the minimum amount of required withholding
under applicable law.




     3.4. Legal Compliance. The grant of the Option and the offer, issuance and delivery of
shares of Common Stock in respect of the Option are subject to compliance with all applicable
federal and state laws, rules and regulations (including but not limited to state and federal
securities law, federal margin requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Corporation, be necessary or
advisable in connection therewith. In addition, any securities delivered in respect of the Option
may be subject to any special restrictions to preserve a pooling of interests under generally
accepted accounting principles. The person acquiring any securities in respect of the Option will,
if requested by the Corporation, provide such assurances and representations to the Corporation as
the Corporation may deem necessary or desirable to assure compliance with all applicable legal and
accounting requirements.



 









 





4. Adjustments; Early Termination.




     4.1. Adjustments. Upon or in contemplation of any reclassification, recapitalization, stock
split (including a stock split in the form of a stock dividend) or reverse stock split; any merger,
combination, consolidation, or other reorganization; any spin-off, split-up, or similar
extraordinary dividend distribution (“spin-off”) in respect of the Common Stock (whether in the
form of securities or property); any exchange of Common Stock or other securities of the
Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the
Common Stock; or a sale of all or substantially all the assets of the Corporation as an entirety
(“asset sale”); then the Corporation shall, in such manner, to such extent (if any) and at such
time as it deems appropriate and equitable in the circumstances:




	 	(a)	 	in any of such events, proportionately adjust any or all of (i)
the number of shares of Common Stock or the number and type of other securities
that thereafter may be made the subject of the Option, and (ii) the Exercise
Price of the Option, or
	 
	 	(b)	 	in the case of a reclassification, recapitalization, merger,
consolidation, combination, or other reorganization, spin-off or asset sale,
make provision for a cash payment or for the substitution or exchange of the
Option or the cash, securities or property deliverable to the Participant based
upon the distribution or consideration payable to holders of the Common Stock
upon or in respect of such event.





     The Corporation may adopt such valuation methodologies with respect to the Option as it deems
reasonable in the event of a cash or property settlement, including without limitation basing such
settlement solely upon the excess if any of the per share amount payable upon or in respect of such
event over the Exercise Price.



     In any of such events, the Corporation may take such action prior to such event to the extent
that the Corporation deems the action necessary to permit the Participant to realize the benefits
intended to be conveyed with respect to the underlying shares in the same manner as is or will be
available to stockholders generally.



     4.2. Possible Early Termination of Option. Upon (or, as may be necessary to effectuate the
purposes of the acceleration, immediately prior to) the occurrence of a Change in Control Event,
the then-outstanding and otherwise unvested portion of the Option shall become fully vested. To
the extent the Option is vested and not exercised in connection with or prior to (a) a dissolution
of the Corporation, (b) an event described in Section 4.1 that the Corporation does not survive, or
(c) the consummation of a Change in Control Event, the Option shall terminate, subject to any
provision that has been made by the Corporation through a plan of reorganization or otherwise for
the substitution, assumption, exchange or other settlement of the Option. For purposes of this
Option Agreement, “ Change in Control Event “ means the consummation of a merger, consolidation, or
other reorganization, with or into, or the sale of all or substantially all of the Corporation’s
business and/or assets as an entirety to, one or more entities that are not Subsidiaries (a “
Business Combination “), unless as a result of the Business Combination at least 50% of the
outstanding securities voting generally in the election of



 









 







directors of the surviving or resulting entity or a parent thereof (the “ Successor Entity “)
immediately after the reorganization are, or will be, owned, directly or indirectly, in
substantially the same proportions, by shareholders of the Corporation immediately before the
Business Combination.



     4.3. Effects of Termination of Employment or Service. Reference is made to that certain
Employment Agreement, dated      , 2006, by and between the Corporation and the
Participant (the “ Employment Agreement “). If the Participant is terminated by the Corporation
for any reason other than “Cause” (as such term is defined in the Employment Agreement) or if the
Participant terminates his employment for “Good Reason” (as such term is defined in the Employment
Agreement) (the date of the Participant’s termination is referred to herein as the “ Severance Date
”), the portion, if any, of the Option that is outstanding and not otherwise vested as of such
Severance Date shall become fully vested immediately prior to the Severance Date and the
Participant shall have twelve (12) months after the Severance Date to exercise the Option to the
extent it shall be or shall have become exercisable on the Severance Date (subject to the maximum
10-year term of the Option and subject to Section 4.2); provided, however, that the Option shall
terminate immediately if the Participant materially breaches the Confidentiality Agreement or the
Non-Competition Agreement entered into in connection with Section 6 of the Employment Agreement.
In the case of a termination for Cause, the Option shall terminate on the Severance Date. In all
other cases, the Option, to the extent not exercisable on the Severance Date, shall terminate.



     Notwithstanding any other provision herein, the Option shall not continue to vest during any
leave of absence of the Participant, unless the Corporation otherwise expressly provides in
connection with the leave or unless continued vesting is required as a matter of law in respect of
the nature of the leave.



5. Non-Transferability and Other Restrictions.




     The Option and any other rights of the Participant under this Option Agreement are
nontransferable and exercisable only by the Participant, except as set forth below.



     The exercise and transfer restrictions set forth above will not apply to:




	 	•	 	transfers to the Corporation,
	 
	 	•	 	the designation of a beneficiary to receive benefits in the event of the
Participant’s death or, if the Participant has died, transfers to or exercise
by the Participant’s beneficiary, or, in the absence of a validly designated
beneficiary, transfers by will or the laws of descent and distribution,
	 
	 	•	 	transfers pursuant to a qualified domestic relations order if approved or
ratified by the Corporation,
	 
	 	•	 	if the Participant has suffered a disability, permitted transfers or
exercises on behalf of the Participant by his legal representative,




 









 






	 	•	 	the authorization by the Corporation of “cashless exercise” procedures
consistent with applicable laws and the express authorization of the
Corporation, or
	 
	 	•	 	upon approval by the Corporation, transfers to certain persons or entities
related to the Participant, subject to the condition that the Corporation
receive evidence satisfactory to it that the transfer is being made for
essentially estate and/or tax planning purposes on a gratuitous or donative
basis and without consideration (other than nominal consideration or in
exchange for an interest in a qualified transferee).





     Absent an effective registration statement under the Securities Act of 1933, as amended (the “
Securities Act “), (and/or compliance with any applicable state securities law registration
requirements) covering the disposition of this Option or the Common Stock issued or issuable upon
exercise of this Option, neither this Option nor the Common Stock issued or issuable upon exercise
of this Option may be sold, transferred, assigned, hypothecated or otherwise disposed of without
first providing the Corporation with evidence reasonably satisfactory to the Corporation that such
sale, transfer, assignment, hypothecation or other disposal will be exempt from the registration
and prospectus delivery requirements of applicable federal and state securities laws and
regulations.



6. Privileges of Stock Ownership.




     Except as otherwise expressly authorized by the Corporation, the Participant shall not be
entitled to any privilege of stock ownership as to any shares of Common Stock not actually
delivered to and held of record by the Participant. No adjustment will be made for dividends or
other rights as a shareholder for which a record date is prior to such date of delivery.



7. No Corporate Action Restriction.




     The existence of the Option and this Option Agreement shall not limit, affect or restrict in
any way the right or power of the Board or the shareholders of the Corporation to make or
authorize: (a) any adjustment, recapitalization, reorganization or other change in the
Corporation’s or any Subsidiary’s capital structure or its business, (b) any merger, amalgamation,
consolidation or change in the ownership of the Corporation or any subsidiary, (c) any issue of
bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the
Corporation’s or any Subsidiary’s capital stock or the rights thereof, (d) any dissolution or
liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of
the Corporation or any Subsidiary’s assets or business, or (f) any other corporate act or
proceeding by the Corporation or any Subsidiary. Neither the Participant nor any other person
shall have any claim under the Option or this Option Agreement against any member of the Board, or
the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a
result of any such action.



 









 





8. Notices.




     Any notice to be given under the terms of this Option Agreement or the Exercise Agreement
shall be in writing and addressed to the Corporation at its principal office to the attention of
the Secretary, and to the Participant at the address given beneath the Participant’s signature
hereto, or at such other address as either party may hereafter designate in writing to the other.
Any such notice shall be given only when received, but if the Participant is no longer employed by
the Corporation or any Subsidiary, shall be deemed to have been duly given when enclosed in a
properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage
and registry or certification fee prepaid) in a post office or branch post office regularly
maintained by the United States Government.



9. Entire Agreement.




     This Option Agreement (together with the form of Exercise Agreement attached hereto and the
Employment Agreement) constitutes the entire agreement and supersedes all prior understandings and
agreements, written or oral, of the parties hereto with respect to the subject matter hereof. This
Option Agreement and the Exercise Agreement may be amended only by a written instrument signed by
both the Participant and the Corporation. The Corporation may, however, unilaterally waive any
provision hereof or of the Exercise Agreement in writing to the extent such waiver does not
adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or
be construed to be a subsequent waiver of the same provision or a waiver of any other provision
hereof.



10. Governing Law; Limited Rights.



     10.1. California Law. This Option Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of California without regard to conflict of law principles
thereunder.



     10.2. Limited Rights. The Participant has no rights as a shareholder of the Corporation with
respect to the Option as set forth in Section 6. The Option does not place any limit on the
corporate authority of the Corporation as set forth in Section 7.



11. Representations by the Participant.



     The Participant by executing this Option Agreement hereby makes the following representations
to the Corporation and acknowledges that the Corporation’s reliance on securities law exemptions
from qualification in the State of California is predicated, in substantial part, upon the accuracy
of these representations:




	 	•	 	The Participant is acquiring the Option and if and when he exercises the
Option will acquire the shares of Common Stock solely for the Participant’s own
account, for investment purposes only, and not with a view to or an intent to
sell, or to offer for resale in connection with any unregistered distribution,
all or any portion of the shares within the meaning of the Securities Act, the
California Corporate Securities Law, or other applicable state securities laws.




 









 






	 	•	 	The Participant is knowledgeable about the Corporation and has a preexisting
personal or business relationship with the Corporation. As a result of such
relationship, he is familiar with, among other characteristics, its business
and financial circumstances and has access on a regular basis to or may request
the Corporation’s condensed consolidated balance sheet and condensed
consolidated income statement setting forth information material to the
Corporation’s financial condition, operations and prospects.
	 
	 	•	 	The Participant understands that neither this Option nor the Common Stock to
be purchased upon exercise of this Option has been registered pursuant to the
Securities Act or any state securities laws, and the offer and sale of the
Common Stock to be purchased upon exercise of this Option is intended to be
exempt from registration under the Securities Act and under applicable state
securities laws, which exemption depends upon, among other things, the bona
fide nature of the investment intent and the accuracy of the Participant’s
representations as expressed herein.
	 
	 	•	 	The Participant is an “accredited investor” as defined in Rule 501
promulgated by the Securities and Exchange Commission under the Securities Act.
	 
	 	•	 	At no time was an oral representation made to the Participant relating to
the Option or the purchase of shares of Common Stock and the Participant was
not presented with or solicited by any promotional meeting or material relating
to the Option or the Common Stock.





(Remainder of Page Intentionally Left Blank)




 









 





EXHIBIT A




SERACARE LIFE SCIENCES, INC.

OPTION EXERCISE AGREEMENT




     The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his right, evidenced
by that certain Nonqualified Stock Option Agreement dated as of [           , 2006 ] (the
“Option Agreement”), as follows:




	 	•	 	the Purchaser hereby irrevocably elects to purchase
            shares of Common Stock, no par value per share (the “Shares”), of SeraCare
Life Sciences, Inc., a Delaware corporation (the “Corporation”), and
	 
	 	•	 	such purchase shall be at the price of $            per share, for an
aggregate amount of $           (subject to applicable withholding taxes
pursuant to Section 3.3 of the Terms and Conditions of Option attached to the
Option Agreement (the “Terms”)).





     Delivery of Share Certificate. The Purchaser requests that a certificate representing the
Shares be registered to Purchaser and delivered to:                                         .



     Option Agreement. The Purchaser acknowledges that all of his rights are subject to, and the
Purchaser agrees to be bound by, all of the terms and conditions of the Option Agreement, which is
incorporated herein by this reference. If a conflict or inconsistency between the terms and
conditions of this Exercise Agreement and of the Option Agreement shall arise, the terms and
conditions of the Option Agreement shall govern. The Purchaser acknowledges receipt of a copy of
all documents referenced herein and acknowledges reading and understanding these documents and
having an opportunity to ask any questions that he may have had about them.



	 	 	 	 	 
	“PARTICIPANT”	 	ACCEPTED BY:

SERACARE LIFE SCIENCES, INC.
	 
	 	 	 	 
	 	 	(a Delaware corporation)
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	Signature
	 	 	 	 
	 

	 	Print Name:
	 	
	 

	 	 	 	 
	Print Name
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	Address
	 	 	 	 
	 
	 
	 	 	 	 
	City, State, Zip Code	 	(To be completed by the Corporation after
the price (including applicable withholding taxes), value (if applicable) and
receipt of funds is verified.)






 









 





EXHIBIT D




SECTION 280G PROVISIONS




1.1 Potential Cut-Back



(a) In the event it is determined (pursuant to Section 1.3) or finally determined (as defined in
Section 1.4(d)) that any payment, distribution, transfer, or benefit by the Company, or a direct or
indirect subsidiary or affiliate of the Company, to or for the benefit of the Executive or the
Executive’s dependents, heirs or beneficiaries (whether such payment, distribution, transfer,
benefit or other event occurs pursuant to the terms of this Agreement or otherwise in connection
with, or arising out of, the Executive’s employment with the Company or a change in ownership or
effective control of the Company or a substantial portion of its assets, but determined without
regard to any additional payments required under this Exhibit D) (each a “Payment” and collectively
the “Payments”) is subject to the excise tax imposed by Section 4999 of the Code, and any successor
provision or any comparable provision of state or local income tax law (collectively, “Section
4999”), or any interest, penalty or addition to tax is incurred by the Executive with respect to
such excise tax (such excise tax, together with any such interest, penalty, and addition to tax,
hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but
not below zero) so that the maximum amount of the Payments (after reduction) shall be one dollar
($1.00) less than the amount which would cause the Payments to be subject to the Excise Tax (the
“Parachute Payment Threshold”); provided, however, that in the event that the aggregate amount of
the Payments exceeds an amount equal to one hundred and ten percent (110%) of the Parachute Payment
Threshold, the Payments shall not be so reduced, and the Executive shall be entitled to a Gross-Up
Payment in accordance with Section 1.2 below. If the amount of the Payments is less than or equal
to one hundred and ten percent (110%) of the Parachute Payment Threshold, the Payments shall be so
reduced, and unless the Executive shall have given prior written notice to the Company to
effectuate a reduction in the Payments if such a reduction is required, the Company shall reduce
the Payments by first reducing or eliminating any cash severance benefits, then by reducing or
eliminating any accelerated vesting of stock options, then by reducing or eliminating any
accelerated vesting of restricted stock, then by reducing or eliminating any other remaining
Payments. Any written notice by the Executive pursuant to the immediately preceding sentence shall
be given effect only if it would not constitute an acceleration, deferral or other change in
payment terms that is inconsistent with the requirements of (or the requirements for exemption from
) Section 409A of the Code.



(b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm (as such term is defined in Section 1.3), it is
possible that Payments to the Executive which will not have been made by the Company pursuant to
Section 1.1(a) should have been made. In such case, the Accounting Firm shall determine the amount
of such unpaid Payments and such amount shall be promptly paid by the Company to or for the benefit
of the Executive. It is also possible that a reduction in the Payments made pursuant to Section
1.1(a) will be less than the amount of the reduction which should have been made. In such case,
the Executive shall promptly repay the amount of such excess to the Company together with interest
on such amount (at the applicable federal rate


 









 






provided for in Section 1274(d) of the Code) from the date the reimbursable payment was received by
the Executive to the date the same is repaid to the Company; provided, however, that if the sum of
the amount by which the Payments were initially reduced and the amount of such excess exceeds an
amount equal to ten percent (10%) of the Parachute Payment Threshold, the Executive shall be
entitled to the full amount of the Payments (without any reduction pursuant to this Section 1.1)
and a Gross-Up Payment in accordance with Section 1.2.




1.2 Potential Gross-Up



(a) In the event that the Payments would be subject to the Excise Tax and that Section 1.1 does not
apply because the amount of the Payments exceeds 110% of the Parachute Payment Threshold as
provided therein, then the Executive shall be entitled to receive an additional payment (a
“Gross-Up Payment”) equal to an amount such that after payment by the Executive of all taxes,
interest, penalties, additions to tax and costs imposed or incurred with respect to the Gross-Up
Payment (including, without limitation, any income and excise taxes imposed upon the Gross-Up
Payment), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed
upon such Payments. This provision is intended to put the Executive in the same position as the
Executive would have been had no Excise Tax been imposed upon or incurred as a result of any
Payments.



(b) As a result of the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm, it is possible that no Gross-Up Payment will
initially be made but that a Gross-Up Payment should have been made, or a Gross-Up Payment will
initially be made in an amount that is less than what should have been made (any of such events is
referred to as an “Underpayment”). It is also possible that a Gross-Up Payment will initially be
made in an amount that is greater than what should have been made (an “Overpayment”). The
determination of any Underpayment or Overpayment shall be made by the Accounting Firm in accordance
with Section 1.3. In the event of an Underpayment, the amount of any such Underpayment shall be
paid to the Executive as an additional Gross-Up Payment. In the event of an Overpayment, the
Executive shall promptly pay to the Company the amount of such Overpayment together with interest
on such amount (at the applicable federal rate provided for in Section 1274(d) of the Code) for the
period commencing on the date of the Overpayment to the date of such payment by the Executive to
the Company. The Executive shall make such payment to the Company as soon as administratively
practicable after the Company notifies the Executive of (a) the Accounting Firm’s determination
that an Overpayment was made and (b) the amount to be repaid.



(c) Any Gross-Up payment under this Section 1.2 that is not paid contemporaneously with the
underlying payment shall be paid as soon as practicable thereafter and in all events by the close
of the calendar year following the calendar year in which the tax to which it relates is remitted.




1.3 Determination



(a) Except as provided in Section 1.4, the determination that a Payment is subject to an Excise Tax
shall be made in writing by the Accounting Firm. For purposes of this Agreement, the term
“Accounting Firm” means a nationally-recognized accounting firm selected by the Company and agreed
to by the Executive, which agreement shall not be unreasonably withheld by the


 









 






Executive. Such determination by the Accounting Firm shall include the amount of the Payment
subject to an Excise Tax and, if applicable, any Gross-Up Payment and detailed computations
thereof, including any assumptions used in such computations. Any determination by the Accounting
Firm will be binding on the Company and the Executive.



(b) For purposes of determining the amount of any Gross-Up Payment to be made hereunder, the
Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal
individual income taxation in the calendar year in which the Gross-Up Payment is to be made. Such
highest marginal rate shall take into account the loss of itemized deductions by the Executive and
shall also include the Executive’s share of the hospital insurance portion of FICA and state and
local income taxes at the highest marginal rate of individual income taxation in the state and
locality of the Executive’s residence on the date that the Payment is made, net of the maximum
reduction in federal income taxes that could be obtained from the deduction of such state and local
taxes.




1.4 Notification



(a) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service
(or any successor thereof) or any state or local taxing authority (individually or collectively,
the “Taxing Authority”) that, if successful, would require the payment by the Company of a Gross-Up
Payment. Such notification shall be given as soon as practicable but no later than 30 days after
the Executive receives written notice of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid; provided, however, that
failure by the Executive to give such notice within such 30-day period shall not result in a waiver
or forfeiture of any of the Executive’s rights under this Exhibit D except to the extent of actual
damages suffered by the Company as a result of such failure. The Executive shall not pay such
claim prior to the expiration of the 15-day period following the date on which the Executive gives
such notice to the Company (or such shorter period ending on the date that any payment of taxes,
interest, penalties or additions to tax with respect to such claim is due). If the Company
notifies the Executive in writing prior to the expiration of such 15-day period (regardless of
whether such claim was earlier paid as contemplated by the preceding parenthetical) that it desires
to contest such claim, the Executive shall:





	 	(1)	 	give the Company any information reasonably requested by the Company relating to such
claim;
	 
	 	(2)	 	take such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney selected by the Company;
	 
	 	(3)	 	cooperate with the Company in good faith in order effectively to contest such claim;
and
	 
	 	(4)	 	permit the Company to participate in any proceedings relating to such claim;




provided, however, that the Company shall bear and pay directly all attorneys fees, costs and
expenses (including additional interest, penalties and additions to tax) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for
all taxes (including, without limitation, income and excise taxes), interest, penalties and
additions


 









 






to tax imposed in relation to such claim and in relation to the payment of such costs and expenses
or indemnification.



(b) Without limitation on the foregoing provisions of this Section 1.4, and to the extent its
actions do not unreasonably interfere with or prejudice the Executive’s disputes with the Taxing
Authority as to other issues, the Company shall control all proceedings taken in connection with
such contest and, in its reasonable discretion, may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the Taxing Authority in respect of such claim
and may, at its or in their sole option, either direct the Executive to pay the tax, interest or
penalties claimed and sue for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay such claim and sue
for a refund, the Company shall advance an amount equal to such payment to the Executive, on an
interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis,
from all taxes (including, without limitation, income and excise taxes), interest, penalties and
additions to tax imposed with respect to such advance or with respect to any imputed income with
respect to such advance, as any such amounts are incurred; and, further, provided, that any
extension of the statute of limitations relating to payment of taxes, interest, penalties or
additions to tax for the taxable year of the Executive with respect to which such contested amount
is claimed to be due is limited solely to such contested amount; and, provided, further, that any
settlement of any claim shall be reasonably acceptable to the Executive, and the Company’s control
of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable
hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other
issue.



(c) If, after receipt by the Executive of an amount advanced by the Company pursuant to Section
1.4(a), the Executive receives any refund with respect to such claim, the Executive shall (subject
to the Company’s compliance with the requirements of this Exhibit D) promptly pay to the Company an
amount equal to such refund (together with any interest paid or credited thereof after taxes
applicable thereto), net of any taxes (including, without limitation, any income or excise taxes),
interest, penalties or additions to tax and any other costs incurred by the Executive in connection
with such advance, after giving effect to such repayment. If, after the receipt by the Executive
of an amount advanced by the Company pursuant to Section 1.4(a), it is finally determined that the
Executive is not entitled to any refund with respect to such claim, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such advance shall be treated as
a Gross-Up Payment and shall offset, to the extent thereof, the amount of any Gross-Up Payment
otherwise required to be paid.



(d) For purposes of this Exhibit D, whether the Excise Tax is applicable to a Payment shall be
deemed to be “finally determined” upon the earliest of: (1) the expiration of the 15-day period
referred to in Section 1.4(a) if the Company or the Executive’s employer has not notified the
Executive that it intends to contest the underlying claim, (2) the expiration of any period
following which no right of appeal exists, (3) the date upon which a closing agreement or similar
agreement with respect to the claim is executed by the Executive and the Taxing Authority (which
agreement may be executed only in compliance with this section), or (4) the receipt by the
Executive of notice from the Company that it no longer seeks to pursue a contest (which shall


 









 






be deemed received if the Company does not, within 15 days following receipt of a written inquiry
from the Executive, affirmatively indicate in writing to the Executive that the Company intends to
continue to pursue such contest).



1.5 Compliance with Law. Nothing in this Exhibit D is intended to violate the Sarbanes-Oxley Act
of 2002, and to the extent that any advance or repayment obligation hereunder would constitute such
a violation, such obligation shall be modified so as to make the advance a nonrefundable payment to
the Executive and the repayment obligation null and void to the extent required by such Act.




 









 








EXHIBIT E

SERACARE LIFE SCIENCES, INC.

FORM OF RELEASE AGREEMENT




[Attached]





 









 








EXHIBIT E




SERACARE LIFE SCIENCES, INC.

FORM OF RELEASE AGREEMENT



1. Release by Executive. Gregory A. Gould (“Executive”), on his own behalf and behalf of his
descendants, dependents, heirs, executors, administrators, assigns and successors, and each of
them, hereby acknowledges full and complete satisfaction of and releases and discharges and
covenants not to sue SeraCare Life Sciences, Inc., a Delaware corporation (the “Company”), its
divisions, subsidiaries, parents, or affiliated corporations, past and present, and each of them,
as well as its and their assignees, successors, directors, officers, shareholders, partners,
representatives, attorneys, agents or employees, past or present, or any of them (individually and
collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations,
demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any
way connected with Executive’s employment or any other relationship with or interest in the Company
or the termination thereof, including without limiting the generality of the foregoing, any claim
for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend
equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other
fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of
action, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the
part of Releasees committed or omitted prior to the date of this Release Agreement, including,
without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act
of 1964, the Americans with Disabilities Act, or any other federal, state or local law, regulation
or ordinance; provided, however, that the foregoing release does not apply to any obligation of the
Company to Executive pursuant to any of the following: (1) the benefits due to the Executive in
connection with the execution and delivery of this Release Agreement pursuant to Section 5.3 of the
Employment Agreement dated as of August 16, 2006 by and between the Company and Executive (the
“Employment Agreement”); (2) the equity-based awards previously granted by the Company to Executive
as referred to in Exhibit E-1 hereto (which shall be governed by and subject to termination
pursuant to the terms and conditions of the written agreements evidencing the applicable awards);
(3) the Executive’s right to his benefits pursuant to the Company’s 401(k) plan (which benefits are
approximately [$            ] in the aggregate); (4) any right that the Executive may have
to indemnification pursuant to the Company’s bylaws or under applicable laws with respect to any
losses that the Executive may have incurred or may in the future incur with respect to his past
service as an officer or employee of the Company; and (5) with respect to any such losses, any
rights that the Executive may have to insurance coverage for such losses under any Company
directors and officers liability insurance policy.



2. Acknowledgement of Payment of Wages. Executive acknowledges that he has received all amounts
owed for his regular and usual salary (including, but not limited to, any bonus, severance,
incentives or other wages but excluding salary for the current payroll period), and usual benefits
through the date of this Release Agreement (except for the benefits due to the Executive in
connection with the execution and delivery of this Release Agreement pursuant to Section 5.3 of the
Employment Agreement). Executive currently owns            shares of common stock of the
Company and, other than his rights as a shareholder with respect to such shares and his rights as
to the equity-based awards referred to in Exhibit E-1 hereto (which shall


 









 






be governed by and subject to termination pursuant to the terms and conditions of the written
agreements evidencing the applicable awards), Executive has received all equity and equity-based
securities and awards to which he is entitled from the Company and each of the Releasees and is not
entitled to any new securities or awards in the future from or with respect to the Company or any
of the Releasees.



3. ADEA Waiver. Executive expressly acknowledges and agrees that by entering into this Release
Agreement, he is waiving any and all rights or claims that he may have arising under the Age
Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or before the
date of execution of this Release Agreement. Executive further expressly acknowledges and agrees
that:




     (a) In return for this Release Agreement, he will receive consideration beyond that which he
was already entitled to receive before entering into this Release Agreement;



     (b) He is hereby advised in writing by this Release Agreement to consult with an attorney
before signing this Release Agreement;



     (c) He was given a copy of this Release Agreement on      , 20      and informed
that he had twenty-one (21) days within which to consider the Release Agreement and that if he
wished to execute this Release Agreement prior to expiration of such twenty-one (21)-day period, he
should execute the Acknowledgement and Waiver attached hereto as Exhibit E-2;



     (d) Nothing in this Release Agreement prevents or precludes Executive from challenging or
seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it
impose any condition precedent, penalties or costs from doing so, unless specifically authorized by
federal law; and



     (e) He was informed that he has seven (7) days following the date of execution of this Release
Agreement in which to revoke this Release Agreement, and this Release Agreement will become null
and void if Executive elects revocation during that time. Any revocation must be in writing and
must be received by the Company during the seven-day revocation period. In the event that
Executive exercises his right of revocation, neither the Company nor Executive will have any
obligations under this Release Agreement.


4. No Transferred Claims. Executive represents and warrants to the Company that he has not
heretofore assigned or transferred to any person not a party to this Release Agreement any released
matter or any part or portion thereof.



5. No Pending or Future Lawsuits. Executive represents and warrants to the Company that (a) he
has no lawsuits, claims, or actions pending in his name, or on behalf of any other person or
entity, against the Company or any Releasee; and (b) Executive does not currently intend to bring
any claims on his own behalf or on behalf of any other person or entity against the Company or any
of the Releasees. Executive waives the right to file (or to have another file on his behalf) any
charge, complaint, action, application, petition, or grievance against the Company or any other
Releasee in any court or before any government agency or arbitrator arising out of or in any way
connected with or relating to any of the matters released hereinabove, or to allow


 









 






himself to be represented now or in the future in any class or action relating thereto. Executive
also promises to opt out of any class or action and to take such other steps as he has the power to
take to disassociate himself from any class or action seeking relief against the Company or any
other Releasee regarding any of the matters released hereinabove.




     The undersigned have read and understand the consequences of this Release Agreement and
voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State
of Massachusetts that the foregoing is true and correct.


EXECUTED this       day of                     , 20      , at                      County,                     .




	 	 	 	 	 
	 	 	“Executive”
	 
	 	 	 	 
	 	 	 
	 	 	Gregory A. Gould
	 
	 	 	 	 
	 	 	SERACARE LIFE SCIENCES, INC.
	 
	 	 	 	 
	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 





 









 





EXHIBIT E-1

LIST OF EQUITY-BASED AWARD GRANTS




 









 





EXHIBIT E-2

ACKNOWLEDGMENT AND WAIVER




     I, Gregory A. Gould, hereby acknowledge that I was given twenty-one (21) days to consider the
foregoing Release Agreement and voluntarily chose to sign the Release Agreement prior to the
expiration of the twenty-one (21)-day period.



     I declare under penalty of perjury under the laws of the State of Florida that the foregoing
is true and correct.



     EXECUTED this       day of                      20      , at                      County,                     .



	 	 	 	 	 
	 

	 	 	 	GREGORY A. GOULD