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Separation And Release Agreement

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SEPARATION AND RELEASE AGREEMENT


This Separation and Release Agreement (this "AGREEMENT") is made and entered into as of Sepember 29, 2003, by and between BioSource International, Inc., a Delaware Corporation (the "COMPANY") and Leonard Hendrickson ("EXECUTIVE").


RECITALS:


A. On October 15, 2001, Executive commenced his employment with the Company, serving as the Company's President and Chief Executive Officer, pursuant to that certain Executive Employment Agreement between Executive and the Company dated September 24, 2001 (the "EMPLOYMENT AGREEMENT").


B. Executive has suffered a disability and has requested that he be entitled to commence an indefinite leave of absence from his employment with the Company, and the Company has accepted Executive's request without any obligation of continued employment following such leave of absence.


C. Without committing to any future obligations in respect of Executive's future employment by the Company, and in full and final settlement of all actual and potential differences between Executive and the Company relating to Executive's employment with the Company and Executive's desire to commence an indefinite leave of absence, the Company desires to compensate Executive on the basis set forth herein and Executive is willing to release the Company from any and all liability arising out of or relating to Executive's employment with the Company, all on the terms and subject to the conditions set forth herein.


AGREEMENT


NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as set forth below.


DISABILITY LEAVE OF ABSENCE FROM EMPLOYMENT.


1. The Company and Executive acknowledge that Executive will commence a disability leave effective as of the date of this Agreement and until December 31, 2004 (the "LEAVE PERIOD"), and that following the Leave Period, the Company will have no obligation to restore or continue Executive's employment with Company.


2. The Company and Executive agree that the Employment Agreement is terminated, and that Executive's leave of absence shall be governed exclusively by the terms and conditions of this Agreement. In addition, Executive hereby resigns his position as President and Chief Executive Officer and as a member of the Board of Directors of the Company, effective as of the date of this Agreement.


3. During the portion of the Leave Period commencing on the date of this Agreement and ending at the close of business on December 31, 2003:


3.1. the Company will pay to Executive the difference between Executive's current base salary and any amount received by Executive under the Company's disability insurance plans and pursuant to any governmental disability benefits;


3.2. the Company will continue to pay the Company's portion of Executive's Blue Cross and Kaiser health insurance benefits, and will continue to do so until March 31, 2004;


3.3. the Company will continue to provide Executive with the same life insurance benefits currently provided to Executive and will continue to do so until March 31, 2004; and


3.4. no "special terminating event," as that term is defined in Executive's Stock Option Agreements identified on Schedule A hereto (the "OPTIONS"), shall be deemed to have occurred with respect to any of Executive's Options, such that the Options, to the extent not fully vested on the date hereof, will continue to vest.


4. During the portion of the Leave Period commencing on January 1, 2004 and ending at the close of business on December 31, 2004:


4.1 the Company will pay to Executive the difference between sixty percent (60%) of Executive's current base salary and any amount received by Executive under the Company's disability insurance plans and pursuant to any governmental disability benefits;


4.2 on or before April 1, 2004, the Company shall deliver a notice to Executive and Executive shall thereafter have the right to make an election to continue Executive's Blue Cross and Kaiser health insurance benefits through the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), and for the period from April 1, 2004 through December 31, 2004, the Company will pay all costs associated with the continuation of such COBRA benefits to Executive; PROVIDED, that effective January 1, 2005 through September 30, 2005, Executive will pay all costs associated with the continuation of such COBRA benefits to Executive;


4.3 on or between April 1, 2004 and September 30, 2004, Executive must apply for a Waiver of Premium Extension, as defined under the terms of the Company's life insurance policy, and provide the Company with such Waiver in the form contained in a notice which shall be delivered to Executive on or before April 1, 2004, and provided that the Company's insurer determines that Executive's disability is continuing, Executive will continue to receive the life insurance benefits currently provided to Executive until the earlier of the date the Company's insurer determines Executive to no longer be disabled, and the date Executive reaches the age of seventy (70);


4.4 on September 30, 2005,; if Executive is still suffering from a disability, the Company shall deliver a notice to Executive and Executive shall thereafter have the right to make an election to further continue Executive's Blue Cross and Kaiser health


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insurance benefits through the provisions of COBRA for the period from October 1, 2005 through August 31, 2006; PROVIDED, that effective Executive will pay all costs associated with the continuation of such COBRA benefits to Executive during such period; and


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