Exhibit 10.3(d)
Execution Copy
MANAGEMENT UNIT PURCHASE AGREEMENT
THIS MANAGEMENT UNIT PURCHASE AGREEMENT (this "Agreement") is made as of June
29, 2007, by and between Varietal Distribution Holdings, LLC, a Delaware limited
liability company (the "Company"), and the executive identified on the signature
page attached hereto ("Executive") and is being entered into pursuant to the
Company's 2007 Securities Purchase Plan (as amended, the "Plan"). Certain
definitions are set forth in Section 7 of this Agreement and on the signature
page attached hereto, which shall be deemed a part of this Agreement.
Capitalized terms used but not otherwise defined herein shall have the meaning
given to such terms in the LLC Agreement (as defined below).
WHEREAS, the Company, Varietal Distribution Merger Sub, Inc., a Delaware
corporation ("MergerCo"), and CDRV Investors, Inc., a Delaware corporation
(which is to be renamed VWR Funding, Inc. in connection with the Merger)
("VWR"), have entered into that certain Agreement and Plan of Merger, dated May
2, 2007 (as amended, the "Merger Agreement"), pursuant to which, subject to the
terms and conditions of the Merger Agreement, MergerCo will merge with and into
VWR (the "Merger"), with VWR as the surviving corporation and as a result of
which VWR will become a Subsidiary of the Company;
WHEREAS, Executive owns a number of shares of VWR's common stock, par value
$0.01 per share ("VWR Common Stock") equal to the Number of Shares of VWR Common
Stock;
WHEREAS, Executive is an employee of the Company, VWR or their respective
Subsidiaries, and prior to the Merger, Executive desires to purchase certain of
the Company's Class A Common Units and the Company's Class A Preferred Units by
transferring to the Company shares of VWR Common Stock owned by him or her
and/or cash in exchange therefore on the terms and conditions provided herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby agree as follows:
1.
PURCHASE AND SALE OF SECURITIES.
(A)
AT THE CLOSING (DEFINED BELOW), UPON THE TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT AND PURSUANT TO THE PLAN, EXECUTIVE WILL PURCHASE, AND
THE COMPANY WILL SELL, (I) A NUMBER OF CLASS A COMMON UNITS EQUAL TO THE NUMBER
OF COMMON UNITS AT A PRICE PER UNIT OF $1.00 (THE "PURCHASED COMMON UNITS") AND
(II) A NUMBER OF CLASS A PREFERRED UNITS EQUAL TO THE NUMBER OF PREFERRED UNITS
AT A PRICE PER UNIT OF $1,000.00 (THE "PURCHASED PREFERRED UNITS" AND TOGETHER
WITH THE PURCHASED COMMON UNITS, THE "PURCHASED SECURITIES").
(B)
SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT,
THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (THE "CLOSING")
SHALL TAKE PLACE AT THE OFFICES OF KIRKLAND & ELLIS LLP, 200 EAST RANDOLPH
DRIVE, CHICAGO, ILLINOIS 60601 IMMEDIATELY PRIOR TO THE EFFECTIVE TIME (AS
DEFINED IN THE MERGER AGREEMENT) OF THE MERGER OR AT SUCH OTHER
TIME AND DATE PRIOR TO THE EFFECTIVE