YOU
HAVE EXECUTED AND DELIVERED TO THE COMPANY AND YOUR LOCAL EMPLOYER A GENERAL
RELEASE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY AND YOUR LOCAL
EMPLOYER WHICH INCLUDES (A) A FULLY ENFORCEABLE AND FINAL AGREEMENT OF YOURS
WITH THE TERMINATION OF YOUR EMPLOYMENT WITH ANY AND ALL DADE BEHRING ENTITIES,
PROVIDED THAT TERMINATION OBSERVES THE NOTICE YOU ARE ENTITLED TO FROM YOUR
LOCAL EMPLOYER, (B) A RELEASE OF AGE DISCRIMINATION CLAIMS UNDER THE US AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED (INCLUDING THE US OLDER
WORKERS BENEFIT PROTECTION ACT), (C) A RELEASE OF ANY LOCAL (I.E., NON-US)
STATUTORY OR OTHER RULES APPLICABLE TO YOUR EMPLOYMENT, AND ONLY SO LONG AS YOU
HAVE NOT BREACHED THE PROVISIONS OF SECTIONS 4 AND 5 BELOW.
(E)
FOR PURPOSES OF THIS LETTER AGREEMENT, "COMPANY" SHALL MEAN DADE
BEHRING HOLDINGS, INC. AND ITS SUBSIDIARIES.
2.
"INVOLUNTARY TERMINATION" MEANS A TERMINATION BY THE COMPANY
OTHER THAN IF:
(A)
YOU CHOOSE TO LEAVE THE COMPANY, OTHER THAN IN CONNECTION WITH
(I) A
DIMINUTION IN YOUR POSITION (INCLUDING STATUS, TITLES OR REPORTING
REQUIREMENTS), AUTHORITY, DUTIES OR RESPONSIBILITIES (INCLUDING THE ASSIGNMENT
TO YOU OF ANY
DUTIES INCONSISTENT WITH YOUR POSITION, AUTHORITY, DUTIES OR
RESPONSIBILITIES) OR TERMS AND CONDITIONS OF EMPLOYMENT, EXCLUDING FOR THIS
PURPOSE AN ISOLATED, INSUBSTANTIAL AND INADVERTENT ACTION NOT TAKEN IN BAD FAITH
AND WHICH IS REMEDIED BY THE
20
COMPANY PROMPTLY AFTER RECEIPT OF NOTICE THEREOF GIVEN BY YOU, (II) A REDUCTION
OF YOUR BASE SALARY OR BONUS OPPORTUNITY (AS THE SAME MAY BE INCREASED FROM TIME
TO TIME), OR (III) THE RELOCATION OF YOUR PRIMARY BUSINESS LOCATION TO A PLACE
MORE THAN ONE HUNDRED
(100) MILES FROM ITS PRESENT LOCATION, WITHOUT YOUR
CONSENT;
(B)
YOU ARE TERMINATED FOR CAUSE (AS DEFINED IN THE DADE BEHRING 2002
MANAGEMENT STOCK OPTION PLAN); OR
(C)
YOU ELECT TO ACCEPT A COMPARABLE POSITION EITHER WITHIN THE
COMPANY OR WITH A SUCCESSOR EMPLOYER, FOR EXAMPLE, A PURCHASER OF YOUR BUSINESS
UNIT, IF SOLD.
3.
IF YOU BECOME ENTITLED TO ANY PAYMENTS OR BENEFITS WHETHER
PURSUANT TO THE TERMS OF OR BY REASON OF THIS LETTER AGREEMENT OR ANY OTHER
PLAN, ARRANGEMENT, AGREEMENT, POLICY OR PROGRAM (INCLUDING WITHOUT LIMITATION
ANY STOCK OPTION, RESTRICTED STOCK, STOCK APPRECIATION RIGHT OR SIMILAR RIGHT,
OR THE LAPSE OR TERMINATION OF ANY RESTRICTION ON THE VESTING OR EXERCISABILITY
OF ANY OF THE FOREGOING) WITH THE COMPANY, ANY SUCCESSOR TO THE COMPANY OR TO
ALL OR A PART OF THE BUSINESS OR ASSETS OF THE COMPANY (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, SPIN OFF, OR OTHERWISE AND
REGARDLESS OF WHETHER SUCH PAYMENT IS MADE BY OR ON BEHALF OF THE COMPANY OR
SUCH SUCCESSOR) OR ANY PERSON WHOSE ACTIONS RESULT IN A CHANGE OF CONTROL OR ANY
PERSON AFFILIATED WITH THE COMPANY OR SUCH PERSONS (IN THE AGGREGATE, "PAYMENTS"
OR SINGULARLY, "PAYMENT"), WHICH PAYMENTS ARE REASONABLY DETERMINED BY YOU TO BE
SUBJECT TO THE TAX IMPOSED BY SECTION 4999 OR ANY SUCCESSOR PROVISION OF THE US
INTERNAL REVENUE CODE OF 1986,