PURCHASED
SECURITIES, (B) HAS HAD FULL ACCESS TO SUCH OTHER INFORMATION CONCERNING THE
COMPANY, VWR AND THEIR RESPECTIVE SUBSIDIARIES AS HE OR SHE HAS REQUESTED IN
CONNECTION WITH THE INVESTMENTS CONTEMPLATED HEREBY AND (C) HAS RECEIVED AND
REVIEWED A COPY OF EACH OF THE TRANSACTION DOCUMENTS AND THE CONFIDENTIAL
INFORMATION MEMORANDUM, DATED JUNE 2007, FROM VWR A REASONABLE PERIOD OF TIME
BEFORE THE DATE HEREOF.
(VIII)
EXCEPT AS OTHERWISE SET FORTH ON THE SIGNATURE PAGE HERETO AND
EXCEPT FOR ANY WRITTEN EMPLOYMENT AGREEMENT ENTERED INTO ON OR ABOUT THE DATE
HEREOF BETWEEN EXECUTIVE AND THE COMPANY, VWR OR THEIR RESPECTIVE SUBSIDIARIES
(SUCH EMPLOYMENT AGREEMENT, IF ANY, THE "EMPLOYMENT AGREEMENT"), EXECUTIVE IS
NEITHER PARTY TO, NOR BOUND BY, ANY OTHER EMPLOYMENT AGREEMENT, CONSULTING
AGREEMENT, NONCOMPETE AGREEMENT, NON-SOLICITATION AGREEMENT OR CONFIDENTIALITY
AGREEMENT.
(IX)
EXECUTIVE IS A RESIDENT OF THE CITY, STATE AND COUNTRY INDICATED
IN EXECUTIVE'S ADDRESS.
(G)
EXECUTIVE ACKNOWLEDGES THAT THE COMPANY IS RELYING UPON THE
ACCURACY AND COMPLETENESS OF THE REPRESENTATIONS CONTAINED HEREIN IN COMPLYING
WITH ITS OBLIGATIONS UNDER APPLICABLE SECURITIES LAWS.
(H)
SUBJECT TO THE EMPLOYMENT AGREEMENT, IF ANY, AS AN INDUCEMENT TO
THE COMPANY TO ISSUE THE PURCHASED SECURITIES TO EXECUTIVE, AND AS A CONDITION
THERETO, EXECUTIVE ACKNOWLEDGES AND AGREES THAT NEITHER THE ISSUANCE OF THE
PURCHASED SECURITIES TO EXECUTIVE NOR ANY PROVISION CONTAINED IN THIS AGREEMENT
SHALL ENTITLE EXECUTIVE TO REMAIN IN THE EMPLOYMENT OF THE COMPANY, VWR OR THEIR
RESPECTIVE SUBSIDIARIES OR AFFECT THE RIGHT OF THE COMPANY, VWR OR THEIR
RESPECTIVE SUBSIDIARIES TO TERMINATE EXECUTIVE'S EMPLOYMENT AT ANY TIME FOR ANY
REASON.
(I)
AT THE CLOSING, IF EXECUTIVE IS LAWFULLY MARRIED AND EXECUTIVE'S
ADDRESS OR THE PERMANENT RESIDENCE OF EXECUTIVE'S SPOUSE IS LOCATED IN A
COMMUNITY PROPERTY JURISDICTION, EXECUTIVE'S SPOUSE SHALL EXECUTE AND DELIVER TO
THE COMPANY THE CONSENT IN THE FORM OF EXHIBIT C ATTACHED HERETO.
(J)
AT THE CLOSING, EXECUTIVE SHALL BECOME A PARTY TO THE LLC
AGREEMENT AND THE SECURITYHOLDERS AGREEMENT BY EXECUTING AND DELIVERING TO THE
COMPANY COUNTERPARTS TO SUCH AGREEMENTS IN THE FORM OF EXHIBITS D-1 AND D-2
HERETO. THE COMPANY'S OBLIGATION TO CONSUMMATE THE PURCHASE AND SALE OF THE
PURCHASED SECURITIES PURSUANT TO THIS SECTION 1 IS CONDITIONED UPON EXECUTIVE
EXECUTING AND DELIVERING SUCH COUNTERPARTS AT THE CLOSING.
4
(K)
THE COMPANY AND EXECUTIVE HEREBY ACKNOWLEDGE AND AGREE THAT THIS
AGREEMENT HAS BEEN EXECUTED AND DELIVERED, AND THE PURCHASED SECURITIES HAVE
BEEN ISSUED HEREUNDER, IN CONNECTION WITH AND AS A PART OF THE COMPENSATION AND
INCENTIVE ARRANGEMENTS BETWEEN THE COMPANY AND EXECUTIVE, AND PURSUANT AND
SUBJECT TO THE PROVISIONS OF THE PLAN. EXECUTIVE AGREES TO BE BOUND BY AND
SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN.
2.
VESTING OF FOUNDER COMMON UNITS.
(A)
THE PURCHASED COMMON UNITS (OTHER THAN THE FOUNDER COMMON UNITS)
(THE "CO-INVEST COMMON UNITS") AND THE PURCHASED PREFERRED UNITS SHALL BE FULLY
VESTED UPON THE PURCHASE THEREOF. A NUMBER OF PURCHASED COMMON UNITS EQUAL TO
THE NUMBER OF FOUNDER COMMON UNITS (THE "FOUNDER COMMON UNITS") SHALL BE SUBJECT
TO VESTING IN THE MANNER