Exhibit 10.5





Exhibit 10.5




VWR MANAGEMENT SERVICES LLC

Building One, Suite 200

P.O. Box 6660, One Hundred Matsonford Road

Radnor, PA 19087




December 20, 2010




Greg Cowan





RE: Amended and Restated Employment Letter




Dear Greg:



The following are the amended and restated terms of your employment with VWR Management Services
LLC, effective as of the date hereof, under which you will provide services to VWR International,
LLC and its various affiliates, including its parent companies. As used herein, “VWR” shall
collectively refer to VWR Management Services LLC, VWR International, LLC and all of their various
affiliates.



	 	 	 
	Position:

	 	Senior Vice President and Chief Financial Officer.
	 
	 	 
	Base Salary:

	 	$455,000 per year, payable in installments on VWR’s
regular payroll dates.
	 
	 	 
	Duties:

	 	Those duties performed by you as of immediately prior to
the date of this Agreement.
	 
	 	 
	Reporting:

	 	You will report solely and directly to John Ballbach.
	 
	 	 
	Office Location:

	 	Your office will be located in Radnor, PA.
	 
	 	 
	Annual Bonus:

	 	You will be eligible to participate in VWR’s Management
Incentive Program (MIP) with a target bonus of 75% of
base salary.
	 
	 	 
	Benefits:

	 	You will be entitled to participate in all vacation,
health, welfare and other similar benefits available to
senior executives of VWR. You will be entitled to five
weeks of vacation annually.





 


 









 





	 	 	 
	Severance/Restrictive 

Covenants:

	 	If your employment with VWR is
terminated (i) by VWR without Cause
(as defined on Annex 1) or (ii) by
you for Good Reason (as defined on
Annex 1), you will be entitled to
receive (A) an aggregate amount
equal to one and a half times the
sum of your base salary then in
effect and your target bonus for the
year in which such termination
occurs, payable in equal
installments on VWR’s regular
payroll dates during a period of
twelve months after such termination
and (B) continued health benefits
for a period of twelve months after
such termination. The payments (and
benefits) described in the
immediately preceding sentence that
are due to be paid (or provided)
more than sixty (60) days after your
termination are subject to your
execution of a general release in
the form attached to this Letter
Agreement as Annex 2 no later than
fifty (50) days after your
termination. You agree to be
subject to those restrictions set
forth on Annex 1 attached hereto,
which are a part of this letter
agreement (the “Employee
Covenants”).
	 
	 	 
	 

	 	If you incur a Disability (as
defined on Annex 1), you will be
entitled to receive a lump-sum
payment, as soon as practicable
following your Disability but in no
event later than March 15 of the
calendar year following the calendar
year in which such Disability is
incurred, in an amount equal to the
target amount of your bonus for the
year in which such Disability is
incurred, prorated for the portion
of such year during which you were
employed with VWR. In addition, you
shall be entitled to receive
payments of your base salary until
payments to you under VWR’s
long-term disability plan commence
but in any event for a period not to
exceed 18 months from the date of
your termination of employment.
	 
	 	 
	 

	 	If your employment with VWR is
terminated by reason of your death,
your beneficiary or estate, as
applicable, will be entitled to
receive a lump-sum payment as soon
as practicable following your death
but in no event later than March 15
of the calendar year following the
calendar year in which your death
occurs, in an amount equal to the
target amount of your bonus for the
year in which your death occurs,
prorated for the portion of such
year during which you were employed
with VWR.
	 
	 	 
	 

	 	You shall be under no obligation to
seek other employment for any reason
or to mitigate any severance
payments following a termination of
your employment with VWR for any
reason. In addition, there shall be
no offset against amounts due to you
upon termination of your employment
with VWR on account of any
compensation attributable to any
employment subsequent to your
employment with VWR. Either you or
VWR may terminate your employment
with VWR at any time.





 


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	 	Except as provided above in this
Severance/Restrictive Covenants
section, you shall not be entitled
to any other salary, compensation or
benefits from VWR after termination
of your employment with VWR, except
as otherwise specifically provided
for in VWR’s employee benefit plans
or as otherwise expressly required
by applicable law.
	 
	 	 
	 

	 	Notwithstanding anything herein to
the contrary, if any payments due
hereunder would subject you to any
tax imposed under Section 409A of
the Internal Revenue Code of 1986,
as amended (the “Code”), as a result
of your characterization as a
“specified employee” of VWR (within
the meaning of Treasury Regulation
Section 1.409A-1(i)), then such
payments that would otherwise cause
such taxation shall be payable in a
single lump sum on the first
business day that is six months
following your “separation from
service” (within the meaning of Code
Section 409A and the regulations
thereunder), and any remaining
payments will be made in accordance
with the foregoing provisions of
this section.
	 
	 	 
	Legal Fees:

	 	In the event of a contest between
you and VWR regarding a breach or
alleged breach of this Agreement in
which you substantially prevail,
then VWR agrees to pay (within ten
business days of receipt of an
invoice from you), all reasonable
legal fees and expenses that you
have incurred as a result of such
contest.
	 
	 	 
	Personal Services 

Agreement:

	 	The Personal Services,
Confidentiality and Inventions
Agreement that you previously
executed, in the form attached
hereto as Exhibit A, shall remain in
full force and effect.
	 
	 	 
	Entire Agreement:

	 	This letter agreement, (including
any Annexes attached hereto) and the
Personal Services, Confidentiality
and Inventions Agreement referenced
above set forth the entire
understanding between you and VWR
with respect to the subject matter
hereof and thereof, and supersede
and preempt all prior oral or
written understandings and
agreements with respect to the
subject matter hereof and thereof
between you and VWR, which shall
terminate and be of no further
effect upon the execution of this
letter agreement.
	 
	 	 
	Tax and Financial
Planning Services:

	 	You will be provided a personal
executive financial advisor by VWR
to assist you with financial and
estate planning, asset management,
tax planning and preparation.





 


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	Code Section 409A:

	 	This Letter Agreement will be
interpreted to avoid any tax under
§409A of the Code. For purposes of
§409A, each payment made under this
Letter Agreement will be treated as
a separate payment. With respect to
any reimbursements provided under
this Letter Agreement that are
subject to §409A, (i) the
reimbursement set forth under “Legal
Fees” applies only to the eligible
amounts that are incurred during
your lifetime, and (ii) the amount
of expenses eligible
for reimbursement during a calendar
year cannot affect the expenses
eligible for reimbursement in any
other calendar year.






	 	 	 	 	 	 	 	 	 	 	 
	 	 	VWR MANAGEMENT SERVICES LLC	 	 
	 	 	By:	 	VWR International, LLC, its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ John M. Ballbach	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John M. Ballbach,	 	 
	 

	 	 	 	 	 	Title:
	 	Chairman, President and CEO	 	 






Accepted and Agreed




	 	 	 
	/s/ Greg Cowan
 

Greg Cowan

	 	 
	 
	 	 
	Date: 12/13/2010
	 	 






 


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Exhibit A — Personal Services, Confidentiality and Inventions Agreement




See Attached.



 


 









 







VWR International, Inc.




PERSONAL SERVICES, CONFIDENTIALITY AND INVENTIONS AGREEMENT




THIS AGREEMENT (this “Agreement”) is between VWR International, Inc., presently
headquartered at 1310 Goshen Parkway, West Chester, Pennsylvania, 19380 (“VWR”) and Greg
Cowan (“Executive” or “I”) who is employed by VWR.



VWR’s sound business policy requires that its trade secrets, technical and non-technical
know-how, business knowledge, plans, systems, business methods, business records and customer
relations to be protected and not utilized by any person or firm who competes or wants to compete
with VWR. The parties wish to evidence the terms of the employment relationship between them and
particularly to set forth certain restrictions which shall apply to Executive in the event of
termination of his/her employment with VWR.




In consideration of and as part of the terms of employment by VWR, it is agreed as follows:




	1.	 	Compensation and Benefits. Executive shall be entitled to a salary, annual bonus and other
monetary compensation, which shall be established by VWR at the inception of employment, and
may be periodically thereafter adjusted for increase only. Executive shall also be entitled
to participate in various VWR employee benefit plans (for example, health insurance,
retirement, and the like), in accordance with the participation requirements of said plans,
and nothing contained herein shall confer benefit eligibility which is in any manner
inconsistent with the terms of the benefit plans.







	2.	 	Executive’s General Obligations; Conflicts of Interest. During my employment with VWR, I
agree to devote substantially all my working time during normal business hours to VWR. During
my employment with VWR, I agree to use my best efforts to perform the duties associated with
my position and title with VWR as VWR may direct, not to engage in any other business or
activity the nature of which shall be determined by VWR to be competitive with VWR, its
suppliers or its customers and to comply with any Conflict of Interest Policy of VWR;
provided that, with the approval of VWR, which such approval shall not be unreasonably
delayed or withheld, I may serve on the board of directors of one public company. I further
agree to conform to all VWR policies, practices, and procedures, to the extent such policies,
practices and procedures have been provided to me in writing, as well as lawful directions of
VWR and/or its affiliates as to performance of services for VWR, to the extent that the same
are consistent with my position and title with VWR.







	3.	 	No Existing Restrictive Agreements. I represent that I am not a party to any contract
limiting my present or future right to work for VWR or to perform such activities as shall be
required from time to time by VWR.







	4.	 	Prior Employer Information. I agree that I will not use improperly or disclose any
confidential or proprietary information or trade secrets of my former or current employers,
principals, partners, co-venturers, customers, or suppliers, or the vendors or customers of
such persons or entities, and I will not violate any nondisclosure or proprietary rights
agreement I might have signed in connection with any such employer, person or entity.




 


 









 











	5.	 	Non-Disclosure of Information. I recognize that, in the performance of my duties with VWR,
Confidential Information belonging to VWR will come into my possession, including, without
limitation, information regarding business methods, plan, systems, customer lists and customer
relations, vendor lists and vendor relations, cost and pricing information, distribution and
logistical information, and other information relating to the business of VWR that is not
known to the general public. I recognize that the business of VWR is materially dependent
upon the relationship between VWR and its customers who are serviced by its associates and
that VWR has and will entrust me with Confidential Information, that must remain the property
of VWR. As used in this Agreement, “Confidential Information” shall mean the trade
secrets, technical and non-technical know-how, technical and business knowledge and
information, plans and systems, business methods, customer lists and customer relations of
VWR, including but not limited to research, development, manufacturing, purchasing,
accounting, data processing, engineering, marketing, merchandising, selling and invoicing,
which information is acquired from or through VWR during the course of my employment by VWR.
“Confidential Information” shall not include any information that is or becomes
publicly known or that enters the public domain other than as a result of my breach of my
obligations under this Agreement or any other agreement between me and VWR or its affiliates.
I agree that I will not at any time hereafter disclose Confidential Information to third
parties or use Confidential Information for any purpose other than to further VWR’s business,
except as is required by law, any court of competent jurisdiction or any governmental agency
or authority or recognized subpoena power.







	6.	 	Assignment of Inventions. I will make prompt and full disclosure to VWR, will hold in trust
for the sole benefit of VWR, and will assign, exclusively to VWR all my right, title, and
interest in and to any and all inventions, discoveries, designs, developments, improvements,
copyrightable material, and trade secrets (collectively herein “Inventions”) that I,
solely or jointly, may conceive, develop, or reduce to practice during the period of time I am
in the employ of VWR. I hereby waive and quitclaim to VWR any and all claims of any nature
whatsoever that I now or hereafter may have for infringement of any patent resulting from any
patent applications for any Inventions so assigned to VWR.







My obligation to assign shall not apply to any Invention about which I can prove that:




	 	(a)	 	it was developed entirely on my own time; and







	 	(b)	 	no equipment, supplies, facility, services, or trade secret information of VWR
were used in its development; and







	 	(c)	 	it does not relate (i) directly to the business of VWR or (ii) to the actual or
demonstrably anticipated research or development of VWR; and







	 	(d)	 	it does not result from any work performed by me for VWR.







	7.	 	Excluded and Licensed Inventions. I have attached hereto a list describing all Inventions
belonging to me and made by me prior to my employment with VWR that I wish to have excluded
from this Agreement. If no such list is attached, I represent that there are no such
Inventions. If in the course of my employment at VWR, I incorporate into a VWR product,
process, or machine, an Invention owned by me or
in which I have an interest, VWR is hereby granted and shall have an exclusive royalty-free,
irrevocable, worldwide license to make, have made, use, and sell that Invention without
restriction as to the extent of my ownership or interest.




 


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	8.	 	Application for Copyrights and Patents. I will execute any proper oath or verify any proper
document in connection with carrying out the terms of this Agreement. If, because of my
mental or physical condition or for any other reason whatsoever, VWR is unable to secure my
signature to apply for or to pursue any application for any United States or foreign patent or
copyright covering Inventions assigned to VWR as stated above, I hereby irrevocably designate
and appoint VWR and its duly authorized officers and agents as my agent and attorney in fact,
to act for me and in my behalf and stead to execute and file any such applications and to do
all other lawfully permitted acts to further the prosecution and issuance of U.S. and foreign
patents and copyrights thereon with the same legal force and effect as if executed by me. I
will testify at VWR’s request and expense in any interference, litigation, or other legal
proceeding that may arise during or after my employment.







	9.	 	Third Party Information. I recognize that VWR has received and will receive confidential or
proprietary information from third parties subject to a duty on VWR’s part to maintain the
confidentiality of such information and to use it only for certain limited purposes. This
information shall be deemed not to include shall not include any information that is or
becomes publicly known or that enters the public domain other than as a result of my breach of
my obligations under this Agreement or any other agreement between me and VWR or its
affiliates. During the term of my employment and thereafter I will not disclose nor use such
information for the benefit of anyone other than VWR or such third party, or in any manner
inconsistent with any agreement between VWR and such third party of which I am made aware,
except as is required by law, any court of competent jurisdiction or any governmental agency
or authority or recognized subpoena power.







	10.	 	Termination. I acknowledge that this Agreement shall not constitute a contract for
employment for any specific period of time, and that either VWR or I am free to terminate this
Agreement, and employment relationship, “at will,” at any time, with or without cause. I
agree that upon termination of this Agreement and my employment, for any or no reason, I will
promptly return to VWR all records of Confidential Information, including copies in my
possession, and all other physical properties issued to me as an employee, in a reasonable
state of function or repair. I will also so return any keys, pass cards, identification cards
or other property belonging to VWR.







	11.	 	Non-Waiver. The failure by VWR to enforce any of the provisions hereof upon any default by
me at a particular time or under certain circumstances shall not be treated as a permanent
waiver of such provisions and shall not prevent subsequent enforcement of such provisions upon
default by either party.







	12.	 	Irreparable Harm. I agree that any proven breach of this Agreement by me would cause
irreparable harm to VWR for which monetary damages could not adequately compensate. If VWR
proves a breach, irreparable harm shall be presumed and I expressly waive any bonding
requirement as a prerequisite to VWR obtaining injunctive relief. VWR can also seek damages.




 


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	13.	 	Assignability of This Agreement. The services contracted for between VWR and me in this
Agreement are personal, and therefore I may not assign this Agreement to any other person or
entity. This Agreement may, however, be assigned by VWR to a successor to the business of
VWR.







	14.	 	Severability. It is the intention of the parties that this Agreement shall be enforceable to
the fullest extent permitted by local, state, and/or federal law in the jurisdiction in which
performance of this Agreement occurs, or in which performance of this Agreement is sought to
be enforced. In the event that a court of competent jurisdiction determines that one or more
provisions of this Agreement are not enforceable under the provisions of the jurisdiction in
which performance occurs or enforcement is sought, such a determination shall not affect the
enforceability of the remainder of this Agreement.







	15.	 	Other Agreements. This Agreement, together with the letter agreement, dated June 29, 2007,
between me and VWR (the “Letter Agreement”), sets forth the sole and entire agreement
between the parties hereto, and supersedes and replaces any and all prior agreements, whether
oral, written, or implied, entered into by me and VWR, pertaining to my employment, the terms,
conditions, and responsibilities thereof, and/or any other subject matter contained in this
Agreement or the Letter Agreement. This Agreement and the Letter Agreement shall be
considered together as one agreement. There will be no modification of this Agreement, either
verbal, implied, written, or otherwise, except through a written agreement signed by me, and
an officer of VWR, which refers to the specific paragraph of this Agreement intended to be
modified, and sets forth, in writing, the specific modification of said paragraph.





 


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WITNESS WHEREFORE, the parties have executed this Agreement as of the
 _____ 
day of June, 2007.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	VWR International, Inc.	 	 
	 

Executive — Signature

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 
	 	 
Its:
	 	 
	 
	 	 	 	 	 	 	 	 
	 

Executive — Print Name

	 	 	 	 	 	 	 	 






 


 









 







Annex 1 — Employee Covenants




1. Noncompetition and Nonsolicitation. You acknowledge that in the course of your
employment with VWR or any of its Subsidiaries or Affiliates you will become familiar with VWR’s
and its Subsidiaries’ and Affiliates’ trade secrets and with other confidential information
concerning VWR and such Subsidiaries and Affiliates and that your services will be of special,
unique and extraordinary value to VWR and such Subsidiaries and Affiliates. Therefore, you agree
that:



(a) Noncompetition. During the Employment Period and for a period of twelve months
thereafter, you shall not directly or indirectly, anywhere in the world, own, manage, control,
participate in, consult with, render services for or enter into employment with any distributor
with annual sales revenue exceeding $200,000,000 in the laboratory supplies industry (the
“Business”). Nothing herein shall prohibit you from being a passive owner of not more than
2% of the outstanding stock of any class of a corporation that is publicly traded, so long as you
have no active participation in the business of such corporation.



(b) Nonsolicitation. During the Employment Period and for a period of eighteen months
thereafter, you shall not directly or indirectly (i) induce or attempt to induce any employee of
VWR or any of its Subsidiaries or Affiliates to leave the employ of VWR or any such Subsidiary or
Affiliate, or in any way interfere with the relationship between VWR or any of its Subsidiaries or
Affiliates and any employee thereof, (ii) hire any person who was an employee of VWR or any of its
Subsidiaries or Affiliates within 180 days after a Separation, (iii) induce or attempt to induce
any customer, supplier, licensee or other business relation of VWR or any of its Subsidiaries or
Affiliates to cease doing business with VWR or such Subsidiary or Affiliate or in any way interfere
with the relationship between any such customer, supplier, licensee or business relation and VWR or
any of its Subsidiaries or Affiliates or (iv) directly or indirectly acquire or attempt to acquire
an interest in any business relating to the Business and with which VWR or any of its Subsidiaries
or Affiliates has entertained discussions relating to the acquisition of such business by VWR or
any of its Subsidiaries or Affiliates in the twelve month period immediately preceding a
Separation.



(c) Enforcement. If, at the time of enforcement of Section 1 or 2, a
court holds that the restrictions stated herein are unreasonable under circumstances then existing,
the parties hereto agree that the maximum duration, scope or geographical area reasonable under
such circumstances shall be substituted for the stated period, scope or area and that the court
shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope
and area permitted by law. Because your services are unique and because you have access to
confidential information, the parties hereto agree that money damages would be an inadequate remedy
for any breach of this Annex 1. Therefore, in the event a breach or threatened breach of
this Annex 1, VWR or any of its Subsidiaries or Affiliates or their successors or assigns
may, in addition to other rights and remedies existing in their favor, apply to any court of
competent jurisdiction for specific performance and/or injunctive or other relief in order to
enforce, or prevent any violations of, the provisions hereof (without posting a bond or other
security).


 


 









 





(d) Additional Acknowledgments. You acknowledge that the provisions of Sections
1 and 2 are in consideration of: (i) employment with VWR or its Subsidiaries or
Affiliates and (ii) additional good and valuable consideration, including the payment of salary and
bonus, as set forth in this letter agreement. In addition, you agree and acknowledge that the
restrictions contained in Sections 1 and 2 do not preclude you from earning a
livelihood,
nor do they unreasonably impose limitations on your ability to earn a living. In addition,
you acknowledge (A) that the business of VWR and its Subsidiaries and Affiliates will be conducted
throughout the world, (B) notwithstanding the state of incorporation or principal office of VWR or
any of its Subsidiaries or Affiliates, or any of their respective executives or employees
(including you), it is expected that VWR and its Subsidiaries and Affiliates will have business
activities and have valuable business relationships within its industry throughout the world, and
(C) as part of your responsibilities, you will be traveling throughout the world in furtherance of
VWR’s or any of its Subsidiaries’ or Affiliates’ business and relationships. You agree and
acknowledge that the potential harm to VWR and any of its Subsidiaries and Affiliates of the
non-enforcement of Sections 1 and 2 outweighs any potential harm to you of its
enforcement by injunction or otherwise. You acknowledge that you have carefully read this
Annex 1 and have given careful consideration to the restraints imposed upon you by this
Annex 1, and are in full accord as to their necessity for the reasonable and proper
protection of confidential and proprietary information of VWR and any of its Subsidiaries and
Affiliates now existing or to be developed in the future. You expressly acknowledge and agree that
each and every restraint imposed by this Annex 1 is reasonable with respect to subject
matter, time period and geographical area.



2. Definitions.



“Affiliate” means, with respect to any Person, any Person that controls, is controlled
by or is under common control with such Person or an Affiliate of such Person.




“Board” means VWR’s board of directors.



“Cause” means (i) the conviction of a felony or the commission of fraud with respect
to VWR or any of its Subsidiaries or Affiliates or any of their customers or suppliers, (ii)
substantial and repeated failure to perform duties as reasonably directed by the Board or a
supervisor or report, after providing you with 15 days’ prior written notice and a reasonable
opportunity to remedy such failure and (iii) gross negligence or willful misconduct with respect to
VWR or any of its Subsidiaries or Affiliates. “Cause” shall be deemed not to include any act or
failure to act, on your part, unless it is done, or omitted to be done, by you in bad faith or
without reasonable belief that your action or omission was in the best interests of VWR or any of
its respective Affiliates. Any act, or failure to act, based upon authority given pursuant to a
direction from the Board or based upon the advice of counsel for VWR or any of its respective
Affiliates shall be conclusively presumed to be done, or omitted to be done, by you in good faith
and in the best interests of VWR and its Affiliates. Your cessation of employment shall not be
deemed to be for Cause unless and until (i) there shall have been delivered to you a copy of a
resolution duly adopted by the affirmative vote of at least a majority of the entire membership of
the Board (excluding for this purpose any seat on the Board then held by you) at a meeting of the
Board called and held for such purpose (after reasonable notice is provided to you and you are
given an opportunity, together with counsel, to be heard before the Board), finding that, in the
good faith opinion of the Board, that Cause exists for the termination of your employment, and
specifying the particulars thereof in reasonable detail and (ii) if capable of cure within 30 days,
you shall have been given 30 days from the date of the meeting of the Board at which you were given
an opportunity, together with counsel, to be heard by the Board to cure the conduct specified by
the Board. At any such Board meeting, you shall be automatically recused from participation in
such meeting as a member of the Board.


 


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“Disability” means any physical or mental injury, illness or incapacity as a result of
which you are unable to perform the functions of your duties for a continuous period of more than
90 days or for 120 days (whether or not continuous) within a 180 day period, as reasonably
determined by the Board in good faith.



“Employment Period” means the period during which you are employed by VWR or any of
its Subsidiaries or Affiliates, regardless of whether such employment is pursuant to the terms of
this Letter Agreement or another agreement.



“Good Reason” means (i) VWR materially changes your authority, titles, reporting
rights or obligations, and/or duties in a manner inconsistent with the position you currently hold
or as described in the Letter Agreement, (ii) VWR fails to make any payment to you, or provide you
with any benefit, required to be paid or provided to you pursuant to the Letter Agreement, (iii)
VWR reduces your base salary and/or bonus entitlement described in your Letter Agreement, (iv) a
relocation of your principal place of employment to a location that increases your commuting
distance by more than 25 miles, except for travel by you on company business or (v) any successor
to the business of VWR fails to assume VWR’s obligations under the Letter Agreement;
provided that, in order for your resignation for Good Reason to be effective, written
notice of the occurrence any event that constitutes Good Reason must be delivered by you to VWR
within 180 days after you have actual knowledge of the occurrence of any such event and the
occurrence of such event is not cured by VWR within ten (10) days after the date of such written
notice by you to VWR.



“Person” means an individual, a partnership, a limited liability company, a
corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization, investment fund, any other business entity and a governmental entity or any
department, agency or political subdivision thereof.



“Separation” means you ceasing to be employed by VWR or any of it Subsidiaries or
Affiliates for any reason.



“Subsidiary” means, with respect to any Person, any corporation, limited liability
company, partnership, association, or business entity of which (i) if a corporation, a majority of
the total voting power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, or trustees thereof is at the time
owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company,
partnership, association, or other business entity (other than a corporation), a majority of
partnership or other similar ownership interest thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination
thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership
interest in a limited liability company, partnership, association, or other business entity (other
than a corporation) if such Person or Persons shall be allocated a majority of limited liability
company, partnership, association, or other business entity gains or losses or shall be or control
any managing director or general partner of such limited liability company, partnership,
association, or other business entity. For purposes hereof, references to a “Subsidiary”
of any Person shall be given effect only at such times that such Person has one or more
Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary
of VWR.


 


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3. Miscellaneous.




(a) Applicable Law. This Annex 1 shall be governed by, and construed in
accordance with, the laws of the State of Pennsylvania, without giving effect to any choice of law
or conflict of law rules or provisions (whether of the State of Pennsylvania or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of Pennsylvania.



(b) Consent to Jurisdiction. You hereby irrevocably submit to the nonexclusive
jurisdiction of the United States District Court for the Eastern District of Pennsylvania and the
state courts of the State of Pennsylvania for the purposes of any suit, action or other proceeding
arising out of this Annex 1 or any transaction contemplated hereby. You further agree that
service of any process, summons, notice or document by certified or registered mail to your address
as listed above or such other address or to the attention of such other person as you have
specified by prior written notice to VWR shall be effective service of process in any action, suit
or proceeding in the State of Pennsylvania with respect to any matters to which you have submitted
to jurisdiction as set forth above in the immediately preceding sentence. You irrevocably and
unconditionally waive any objection to the laying of venue of any action, suit or proceeding
arising out of this Annex 1 or the transactions contemplated hereby in the United States
District Court for the Eastern District of Pennsylvania or the state courts of the State of
Pennsylvania and hereby irrevocably and unconditionally waive and agree not to plead or claim in
any such court that any such action, suit or proceeding brought in such court has been brought in
an inconvenient forum.



(c) Additional Agreements. The provisions of this Annex 1 are in addition,
and do not supersede, the provisions of the Personal Services, Confidentiality and Inventions
Agreement between you and VWR.



(d) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, EACH PARTY TO THIS LETTER AGREEMENT (INCLUDING VWR) HEREBY WAIVES ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF
THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED
WITH, RELATED OR INCIDENTAL TO THIS LETTER AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR
THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER.



 


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Annex 2 — General Release




I, Greg Cowan, in consideration of and subject to the performance by VWR Management Services
LLC, a Delaware limited liability company (together with its affiliates, the “Company”), of
its obligations under the Employment Agreement, dated as of December 20, 2010 (the
“Agreement”), do hereby release and forever discharge as of the date hereof the Company and
all present and former directors, officers, agents, representatives, employees, successors and
assigns of the Company and the Company’s direct or indirect owners (collectively, the “Released
Parties”) to the extent provided below.




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







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







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




 


 









 











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







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







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







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







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




 


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







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






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




	 	(i)	 	I HAVE READ IT CAREFULLY;







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







	 	(iii)	 	I VOLUNTARILY CONSENT TO EVERYTHING IN IT;







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







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







	 	(vi)	 	THE CHANGES TO THE AGREEMENT SINCE
_____ _____,
 _____ 
EITHER ARE NOT
MATERIAL OR WERE MADE AT MY REQUEST.







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




 


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







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






	 	 	 	 	 
	DATE:                     
	 	 	 	 
	 

	 	 

	 	 







 


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