Agency Agreements  >  Sales Agency Agreements  >  Real Estate  >  Agreement Preview
Agreement#: AG-439588
Pages: 10 pages
Format: MS Word, WordPerfect and other RTF formats are supported. MS Word Compatible
Price: $35.00
Click the "Add To Cart" button to download the full agreeement.
Add To Cart


See other similar agreements:

Employment Letter, Dated June 29, 2007, Between VWR International, LLC And Matthew Malenfant

Parties:

VWR Funding,

Sectors: Manufacturing
Governing Law:  Pennsylvania
Exhibit 10.8VWR INTERNATIONAL, INC.
1310 Goshen Parkway
PO Box 2656
West Chester, Pennsylvania, 19380June 29, 2007Matthew Malenfant
236 Upland Way
Wayne, PA 19087Dear Matthew:I am pleased to confirm the terms of your continuing employment with VWR International, Inc. (" VWR" ). The terms are as follows: Position: President North American Lab Solutions. Base Salary: $380,000 per year, payable in installments on VWR' s regular payroll dates. Duties: Those duties performed by you as of immediately prior to the date of this Agreement. Reporting: You will report solely and directly to John Ballbach. Office Location: Your office will be located in West Chester, PA. Annual Bonus: You will be eligible to participate in VWR' s management incentive program with a target bonus of 75% of base salary. Benefits: You will be entitled to participate in all vacation, health, welfare and other similar benefits available to senior executives of VWR. You will be entitled to five weeks of vacation. Severance/Restrictive
Covenants: If your employment with VWR and its affiliates is terminated (i) by VWR or its affiliates without Cause (as defined on Annex 1 ) or (ii) by you for Good Reason (as defined on Annex 1 ), you will be entitled to receive (A) an aggregate amount equal to one and a half times the sum of your base salary then in effect and your target bonus for the year in which such termination occurs, payable in equal installments on VWR' s regular payroll dates during a period of twelve months after such termination and (B) continued health benefits for a period of twelve months after such termination. These payments (i) would be subject to your execution of a general release in the form attached hereto as Annex 2 , (ii) shall be in lieu of any other severance payments you are entitled to under any agreements or plans and (iii) shall be reduced to the extent you are entitled to any similar severance payments or health benefits from VWR under applicable law so as not to be duplicative with such legally required


payments or benefits. You agree to be subject to those restrictions set forth on Annex 1 attached hereto, which are a part of this letter agreement (the " Employee Covenants" ). If your employment with VWR and its affiliates is terminated by VWR or its affiliates by reason of your Disability (as defined on Annex 1), you will be entitled to receive a lump sum payment as soon as practicable following such termination in an amount equal to the target amount of your bonus for the year in which such termination occurs, prorated for the portion of such year during which you were employed with VWR. In addition, you shall be entitled to receive payments of your base salary until payments to you under VWR' s long-term disability plan commence but in any event for a period not to exceed 18 months from the date of your termination. If your employment with VWR and its affiliates is terminated by reason of your death, your beneficiary or estate, as applicable, will be entitled to receive a lump sum payment as soon as practicable following your death in an amount equal to the target amount of your bonus for the year in which such termination occurs, prorated for the portion of such year during which you were employed with VWR. You shall be under no obligation to seek other employment for any reason or to mitigate any severance payments following a termination of your employment with VWR and its affiliates for any reason. In addition, there shall be no offset against amounts due to you upon termination of your employment with VWR and its affiliates on account of any compensation attributable to any employment subsequent to your employment with VWR and its affiliates. Either you or VWR may termination your employment with VWR and its affiliates at any time. Except as provided above in this Severance/Restrictive Covenants section, you shall not be entitled to any other salary, compensation or benefits from VWR or its affiliates after termination of your employment with VWR or its affiliates, except as otherwise specifically provided for in VWR' s or its affiliates' employee benefit plans or as otherwise expressly required by applicable law. Notwithstanding anything herein to the contrary, if any payments due hereunder would subject you to any tax imposed under Section 409A of the Internal Revenue Code of 1986, as amended (the " Code" ), as a result of your characterization as a " specified employee" of VWR (within the meaning of Treasury Regulation Section 1.409A-1(i)), then such payments that would otherwise cause such taxation shall be payable in a single lump sum on the first business day that is six months following your " separation from service" (within the meaning of Code Section 409A and the regulations thereunder), and any remaining payments will be made in accordance with the foregoing

2


provisions of this section. Legal Fees: In the event of a contest between you and VWR or its subsidiaries or affiliates regarding a breach or alleged breach of this Agreement in which you substantially prevail, then VWR agrees to pay (within ten business days of receipt of an invoice from you), all reasonable legal fees and expenses that you have incurred as a result of such contest. Personal Services
Agreement: On the date hereof, you agree to enter into a Personal Services, Confidentiality and Inventions Agreement with VWR, in the form attached hereto as Exhibit A . Entire Agreement: This letter agreement, (including any Annexes attached hereto) and the Personal Services, Confidentiality and Inventions Agreement referenced above set forth the entire understanding between you and VWR and/or its affiliates with respect to the subject matter hereof and thereof, and supersede and preempt all prior oral or written understandings and agreements with respect to the subject matter hereof and thereof between you and VWR and/or any of its affiliates, which shall terminate and be of no further effect upon the execution of this letter agreement. Tax and Financial Planning Services: You will be provided a personal executive financial advisor by VWR to assist you with financial and estate planning, asset management, tax planning and preparation. Car Allowance: You will be entitled to receive an executive car allowance in an amount consistent with your current car allowance, if any. Country Club
Membership: During your employment, you will be entitled to be reimbursed for membership dues in connection with membership to a country club. Matthew, I am excited to have you continue on the VWR team. If you have any questions, please do not hesitate to call me at (610) 692-1060. Sincerely, John Ballbach Accepted and Agreed Matthew Malenfant Date:

3


Exhibit A - Personal Services, Confidentiality and Inventions Agreement See Attached.


VWR International, Inc. PERSONAL SERVICES, CONFIDENTIALITY AND INVENTIONS AGREEMENT THIS AGREEMENT (this " Agreement" ) is between VWR International, Inc., presently headquartered at 1310 Goshen Parkway, West Chester, Pennsylvania, 19380 (" VWR" ) and Matthew Malenfant (" Executive" or " I" ) who is employed by VWR. VWR' s sound business policy requires that its trade secrets, technical and non-technical know-how, business knowledge, plans, systems, business methods, business records and customer relations to be protected and not utilized by any person or firm who competes or wants to compete with VWR. The parties wish to evidence the terms of the employment relationship between them and particularly to set forth certain restrictions which shall apply to Executive in the event of termination of his/her employment with VWR. In consideration of and as part of the terms of employment by VWR, it is agreed as follows: 1. Compensation and Benefits. Executive shall be entitled to a salary, annual bonus and other monetary compensation, which shall be established by VWR at the inception of employment, and may be periodically thereafter adjusted for increase only. Executive shall also be entitled to participate in various VWR employee benefit plans (for example, health insurance, retirement, and the like), in accordance with the participation requirements of said plans, and nothing contained herein shall confer benefit eligibility which is in any manner inconsistent with the terms of the benefit plans. 2. Executive' s General Obligations; Conflicts of Interest. During my employment with VWR, I agree to devote substantially all my working time during normal business hours to VWR. During my employment with VWR, I agree to use my best efforts to perform the duties associated with my position and title with VWR as VWR may direct, not to engage in any other business or activity the nature of which shall be determined by VWR to be competitive with VWR, its suppliers or its customers and to comply with any Conflict of Interest Policy of VWR; provided that, with the approval of VWR, which such approval shall not be unreasonably delayed or withheld, I may serve on the board of directors of one public company. I further agree to conform to all VWR policies, practices, and procedures, to the extent such policies, practices and procedures have been provided to me in writing, as well as lawful directions of VWR and/or its affiliates as to performance of services for VWR, to the extent that the same are consistent with my position and title with VWR. 3. No Existing Restrictive Agreements. I represent that I am not a party to any contract limiting my present or future right to work for VWR or to perform such activities as shall be required from time to time by VWR. 4. Prior Employer Information. I agree that I will not use improperly or disclose any confidential or proprietary information or trade secrets of my former or current employers, principals, partners, co-venturers, customers, or suppliers, or the vendors or customers of such persons or entities, and I will not violate any nondisclosure or proprietary rights agreement I might have signed in connection with any such employer, person or entity.


5. Non-Disclosure of Information. I recognize that, in the performance of my duties with VWR, Confidential Information belonging to VWR will come into my possession, including, without limitation, information regarding business methods, plan, systems, customer lists and customer relations, vendor lists and vendor relations, cost and pricing information, distribution and logistical information, and other information relating to the business of VWR that is not known to the general public. I recognize that the business of VWR is materially dependent upon the relationship between VWR and its customers who are serviced by its associates and that VWR has and will entrust me with Confidential Information, that must remain the property of VWR. As used in this Agreement, " Confidential Information" shall mean the trade secrets, technical and non-technical know-how, technical and business knowledge and information, plans and systems, business methods, customer lists and customer relations of VWR, including but not limited to research, development, manufacturing, purchasing, accounting, data processing, engineering, marketing, merchandising, selling and invoicing, which information is acquired from or through VWR during the course of my employment by VWR. " Confidential Information" shall not include any information that is or becomes publicly known or that enters the public domain other than as a result of my breach of my obligations under this Agreement or any other agreement between me and VWR or its affiliates. I agree that I will not at any time hereafter disclose Confidential Information to third parties or use Confidential Information for any purpose other than to further VWR' s business, except as is required by law, any court of competent jurisdiction or any governmental agency or authority or recognized subpoena power. 6. Assignment of Inventions. I will make prompt and full disclosure to VWR, will hold in trust for the sole benefit of VWR, and will assign, exclusively to VWR all my right, title, and interest in and to any and all inventions, discoveries, designs, developments, improvements, copyrightable material, and trade secrets (collectively herein " Inventions" ) that I, solely or jointly, may conceive, develop, or reduce to practice during the period of time I am in the employ of VWR. I hereby waive and quitclaim to VWR any and all claims of any nature whatsoever that I now or hereafter may have for infringement of any patent resulting from any patent applications for any Inventions so assigned to VWR. My obligation to assign shall not apply to any Invention about which I can prove that: (a) it was developed entirely on my own time; and (b) no equipment, supplies, facility, services, or trade secret information of VWR were used in its development; and (c) it does not relate (i) directly to the business of VWR or (ii) to the actual or demonstrably anticipated research or development of VWR; and (d) it does not result from any work performed by me for VWR. 7. Excluded and Licensed Inventions. I have attached hereto a list describing all Inventions belonging to me and made by me prior to my employment with VWR that I wish to have excluded from this Agreement. If no such list is attached, I represent that there are no such Inventions. If in the course of my employment at VWR, I incorporate into a VWR product, process, or machine, an Invention owned by me or

2


in which I have an interest, VWR is hereby granted and shall have an exclusive royalty-free, irrevocable, worldwide license to make, have made, use, and sell that Invention without restriction as to the extent of my ownership or interest. 8. Application for Copyrights and Patents. I will execute any proper oath or verify any proper document in connection with carrying out the terms of this Agreement. If, because of my mental or physical condition or for any other reason whatsoever, VWR is unable to secure my signature to apply for or to pursue any application for any United States or foreign patent or copyright covering Inventions assigned to VWR as stated above, I hereby irrevocably designate and appoint VWR and its duly authorized officers and agents as my agent and attorney in fact, to act for me and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of U.S. and foreign patents and copyrights thereon with the same legal force and effect as if executed ...

*End of Preview*
Click the 'Add to Cart' button to download the complete and formatted agreement.

Agreement#: AG-439588
Pages: 10 pages
Format: MS Word MS Word Compatible
Price: $35.00
Add To Cart