Exhibit 10.8
SEVERANCE
AGREEMENT AND GENERAL RELEASE
THIS SEVERANCE AGREEMENT AND GENERAL RELEASE
(“Agreement”) is made and entered into by and between
VWR International, LLC (“VWR”), and Charles F. Canfield
(“Executive”) (VWR and Executive collectively referred
to as “the Parties”). Under this Agreement, VWR will
provide Executive with additional monetary benefits in return for
Executive’s release of, and promise not to sue on, any and
all claims Executive may have against VWR arising out of that
employment, including any claims Executive might have under the Age
Discrimination in Employment Act (“ADEA”), 29 U.S.C.
§ 621, et seq.
In
consideration of the mutual promises contained herein, and
intending to be legally bound, VWR and Executive AGREE as
follows:
1.
Employment End Date . By mutual agreement, VWR’s
employment of Executive shall conclude permanently and irrevocably
effective December 31, 2007 (“Employment End
Date”).
2.
Responsibilities . Executive’s obligation to work
full-time (i.e., five full days per week) shall conclude upon the
Effective Date of this Agreement (as defined below). From the
Effective Date until September 31, 2007, Executive shall work on a
reduced schedule of four days per week. From October 1, 2007 to
December 31, 2007, Executive shall be available to VWR as a
consultant for up to a maximum of two days per week. During all
times prior to the Employment End Date, Executive shall perform
such duties as requested by VWR, so long as such duties are
reasonably similar in type and nature to the duties that Executive
performed prior to the date of this Agreement. VWR shall reimburse
Executive for all business expenses incurred prior to the
Employment End Date in connection with the performance of the
duties requested by VWR, in accordance with VWR’s policies
and procedures.
3.
Severance Payments . Conditioned upon Executive
signing and not revoking this Agreement within the time periods
provided in Paragraphs 17 and 18 below, VWR shall (a) continue to
pay Executive his current annual salary until the earlier of (i)
Executive’s voluntary resignation, (ii) termination by VWR
for Cause (as defined below), or (iii) the Employment End Date, and
(b) at the time and in the manner provided for in the 2007 VWR
Management Incentive Plan (the “Plan”), pay Executive
the amount, if any, he would have earned under the Plan had he
remained a full-time employee through December 31, 2007, in each
case in accordance with
VWR’s regular payroll practices and as reduced
by all payroll deductions required by law and/or authorized by
Executive. The amount of salary and incentive payment paid to
Executive in excess of prorated compensation for Executive’s
reduced responsibilities as set forth in Paragraph 2 above shall be
referred to herein as the “Severance Payments.”
The Severance Payments and the opportunity for continued employment
through the Employment End Date shall constitute consideration for
the releases and covenants set forth herein. For purposes of this
Agreement, Cause shall be defined as the occurrence of any of the
following events which, if susceptible to cure, has not been cured
within ten (10) days following delivery of written notice by VWR:
(i) material failure by the Executive, after notice thereof, to
perform satisfactorily his duties and responsibilities hereunder;
(ii) gross negligence, willful misconduct, dishonesty or breach of
fiduciary duty to VWR; (iii) the commission of an act of
embezzlement
of VWR’s
funds or fraud committed in connection with the Executive’s
employment hereunder; (iv) material violation of VWR’s Code
of Conduct; (v) the material violation of other rules or policies
of the VWR that results in a material direct or indirect loss,
damage or injury, monetarily or otherwise, to VWR; (vi) conviction
of or plea of nolo contendere to a felony, the effect of
which has a material adverse effect on VWR; or (vi) the material
breach of any provision of this Agreement.
4.
Good and Valuable Consideration . The Severance Payments and
opportunity for continued employment are in addition to anything of
value that Executive is entitled to receive from VWR and is good
and valuable consideration for this Agreement. Executive agrees to
the terms set forth in this Agreement in return for VWR’s
promise to provide Executive with the Severance Payments to which
he would otherwise not be entitled.
5.
Sole Entitlement . Executive acknowledges and agrees that,
through the date he executes this Agreement, no other wages,
monies, or benefits are owing to him insofar as he has been paid
all compensation and benefits due and owing through that date.
6.
General Release . In consideration of the Severance
Payments, and of other good and valuable consideration the receipt
of which Executive hereby acknowledges, and intending to be legally
bound, Executive hereby irrevocably and unconditionally releases
and forever discharges VWR and any and all of its parents,
subsidiaries, affiliates, and related entities, and each of its and
their predecessors, successors, insurers, owners, stockholders,
directors, officers, Executives, attorneys, and other agents
(collectively “Released Parties”) of and from any and
all complaints, promises, contracts, controversies, suits, rights,
interests, losses, debts, actions, claims, demands, charges,
obligations, causes of action, judgments, damages, penalties,
expenses, indemnities, and liabilities of any nature whatsoever
(including without limitation attorneys’ fees and costs),
whether known or unknown, suspected or unsuspected, anticipated or
unanticipated, or whether or not heretofore brought before any
state or federal court or before any state or federal agency or
other governmental entity, which Executive has or may have against
any of the Released Parties, by reason of any and all acts,
omissions, events or facts occurring or existing prior to or on the
date he signs this Agreement, including, without limitation, all
claims relating to or arising out of his employment to date with
VWR and/or the termination of that employment; any and all claims
arising under any contract of employment, whether express or
implied; any and all claims arising under any provision of the
Constitution of the United States, the Commonwealth of Pennsylvania
or any other state; any and all claims arising under any federal,
state or other governmental statute, regulation or ordinance,
including without limitation the National Labor Relations Act of
1947, the Family and Medical Leave Act, the Americans with
Disabilities Act, the Civil Rights Acts of 1866, 1871, 1964, and
1991, the Equal Pay Act, the Rehabilitation Act of 1973, the
Bankruptcy Code, the Fair Credit Reporting Act, the Worker
Adjustment and Retraining Notification Act, the Executive
Retirement Income Security Act, the False Claims Act, the Health
Insurance Portability and Accountability Act, the Sarbanes-Oxley
Act, the Pennsylvania Human Relations Act, and any other
employee-protective law of any jurisdiction that may apply; and any
and all claims arising under any provision of any other law, common
or statutory, or other any other legal or equitable theory of
recovery (“Released Claims”). The Severance Payments
are in lieu of and precludes Executive from receiving any other
severance payment or benefit from VWR.
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7.
ADEA Release . The Severance Payments are also being given
to Executive and hereby is also accepted by Executive in full and
final release and settlement of any and all claims that Executive
may have against the Released Parties under the Age Discrimination
in Employment Act connected with Executive’s employment with
VWR or the termination of that employment, which arises on or
before the date of Executive’s acceptance of this Agreement
as indicated below.
8.
Waiver and Relinquishment of Rights . Executive acknowledges
that he may hereafter discover claims presently unknown or
unsuspected, or facts in addition to or different from those which
he may now know or believe to be true, with respect to the Released
Claims. Nevertheless, Executive expressly waives any and all claims
that he may have against any of the Released Parties, including any
which are presently unknown, unsuspected, or unanticipated.
9.
No Right to Relief . Executive expressly waives and shall
have no claim or right to obtain or receive any money damages,
injunctive relief, or any other type or amount of relief not set
forth in this Agreement through any lawsuit, complaint, charge,
action or proceeding commenced or maintained in any court, agency,
or other forum by him or by any person or entity on his behalf with
respect to the Released Claims.
10.
Promise Not To Sue On Released Claims . Executive warrants,
covenants, and represents that he has not heretofore assigned or
transferred or purported to assign or transfer to any person any
Released Claim or any part or portion thereof, and agrees to
indemnify, defend and hold harmless VWR from and
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