Employment Agreement of Ronald R.
Dilling
Amendment
Pursuant to
Section 19 of the Employment Agreement between SeraCare Life
Sciences, Inc. and Ronald R. Dilling dated February 1, 2008 and
amended on December 31, 2008 (the “Agreement”),
SeraCare Life Sciences, Inc. (the “Company”) and Ronald
R. Dilling (the “Executive”) hereby agree to amend the
Agreement as follows, effective April 1, 2009:
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1.
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Section 3(c) shall be amended
in its entirety to read as follows:
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“(c)
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Vacation and Other
Leave .
During the term hereof, the Executive shall be entitled to take
vacation in accordance with the Company’s vacation policies
in effect from time to time. The Executive shall also be entitled
to holidays and other leave in accordance with the Company’s
policies in effect from time to time. For the avoidance of doubt,
no vacation, holiday or other leave pay shall be
accrued.
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Notwithstanding the Company’s
vacation policies and other paid time off policies (if any) in
effect from time to time, the Executive voluntarily agrees, in
exchange for receiving his base salary (rather than the lower base
salary that would otherwise have been paid to him) and shares of
the Company’s stock pursuant to Section 3(f)(ii), to finally
relinquish any right to accrued vacation time and other leave pay
as of April 1, 2009.”
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2.
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A
new Section 3(f) is hereby added, to read as follows:
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“(f)
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Compensation for the period
April 1, 2009 to March 31, 2010.
Notwithstanding
Section 3(a), for the period April 1, 2009 to
March 31, 2010 (the “Salary Reduction
Period”):
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(i) The
Executive’s Base Salary shall be reduced by 5% from $205,750
per annum to the rate of $195,462.50 per annum, and shall be paid
in cash in accordance with the Company’s regular payroll
practices in effect from time to time.
(ii)
(1) The Executive shall receive, on each of July 1, 2009,
October 1, 2009, January 4, 2010, and April 1, 2010
(each date, a “Grant Date”), shares of the
Company’s common stock equal in number to (A) 2,571, if
the closing price per share of the Company’s common stock on
the applicable Grant Date, measured in U.S. dollars (the
“Applicable Share Pric
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