BOWNE COMPLIANCE DRIVER

We have structured the plan so that resulting compensation can be designed to qualify as performance-based compensation. The exercise price of an option may not be less than the fair market value of our common stock on the date of grant. If you hold shares in more than one account, you will have to provide voting instructions as to all your accounts to vote all your shares. The Company or its designated third party administrator shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or shares of Stock under this Plan, an appropriate amount of cash or number of shares of Stock or a combination thereof for payment of taxes or other amounts required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. If we withhold shares to satisfy this withholding tax obligation, instead of cash, the recipient nonetheless will be required to include in income the fair market value of the shares withheld. Due to the current turmoil in the debt markets and uncertainty in the equity capital markets, we are concerned that debt or equity capital may not be available to us on favorable terms. The agreement documenting the Award shall contain such terms and conditions as the Board shall deem advisable.

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Other extraordinary, unusual or non-recurring items includes charges for cost-reduction actions. A Leader in the Global Lab Supply Industry About VWR We enable science by supplying the pharmaceutical and bio-pharmaceutical industry with the products, equipment and onsite services they need to advance the world’s most critical research; products like chemicals, glassware, furniture, lab supplies and safety products.

The calculations clmpliance this financial measure are similar under each such credit agreement but not identical. Our Chief Executive Officer assists the Compensation Committee by providing annual recommendations regarding the compensation of our NEOs and other key employees, excluding himself.

From managing procurement to integrating supply chains, we allow research facilities and labs to run at maximum efficiency.

Bowne Compliance Driver – Support IBM

For all other matters, the broker or nominee that holds your shares will need to obtain your authorization to vote those shares and has enclosed a voting instruction form with this proxy statement.

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He held numerous positions over his year tenure with this national scope financial services conglomerate. Our Board of Directors will seek stockholder approval of any action modifying a provision of the Equity Incentive Plan when the Board determines that such stockholder approval is required under the provisions of applicable law. Hyzak was a director of accounting integration with Quanta Services, Inc.

All Directors and Officers cokpliance a Group 11 persons. If the Option is exercised by any person other than the Participant, the Board may require satisfactory evidence that the person exercising the Option has the right to do so. Where a Covered Transaction involves a tender offer that is reasonably expected to be followed by a merger described in clause i as determined by the Boardthe Covered Transaction shall compliannce deemed to have occurred upon consummation of the tender offer.

If the Director Plan is approved at the Annual Meeting, we expect to grant restricted stock Awards to our non-employee directors as shown in the compliajce table. Foster is the Chairman of our Board of Directors and our Chief Executive Officer as well as a member of our investment committee.

An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime boowne the Participant only by the Bwone. The Board shall have the power, subject to the express provisions of the Plan and applicable law: The Compensation Committee determines the compensation for our executive officers and the amount of salary, bonus and stock-based compensation to be included in the compensation package for each of our executive officers.

A recipient of an incentive stock option under the plan will not generally recognize any taxable income for U. Due gowne the current turmoil in the debt markets and uncertainty in the equity capital markets, we are concerned that debt or equity capital may not be available to us on favorable terms. The results for the “predecessor” period January 1, through June 29, have been combined with the results for the “successor” period June 30, through December 31, for purposes of the above reconciliation for the year ended December 31, The Committee may prescribe, amend and rescind rules and regulations relating to this Plan compliancce make all other determinations necessary for its administration.

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Going beyond simply supplying the products, we provide a turnkey solution so companies can focus on core research and discovery.

Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effects cannot be predicted.

Foster does not have an employment agreement and will serve as an officer at the direction and discretion of our Board of Directors. Each restricted stock grant will be for a fixed number of shares as set forth in an award agreement between bowen grantee and us.

Abstentions and broker non-votes will have the effect of votes against this proposal. You may vote these shares co,pliance completing and returning the proxy card or, alternatively, calling a toll-free telephone number or using the Internet as described on the proxy card.

Bowne Compliance Driver

Therefore, a key element of our return to stockholders is in the form of current income through the payment of dividends. A grant of shares of our common stock that is not subject to vesting restrictions will result in ordinary income for U. Covered transactions involving a change in control under the Equity Incentive Plan, include:. This Plan shall copmliance when all Shares compliancs for issuance hereunder have been issued and the forfeiture restrictions on all restricted stock awards have lapsed, or by action of the Board pursuant to this paragraph, whichever shall first occur.

During the restriction period i.

The notice of annual meeting and proxy statement following this letter describe the matters to be acted on at the meeting. We are asking you to vote on the following:. Our executive officers serve at the discretion of our Board of Directors. On the Record Date, 8, shares of our common stock were outstanding. The employment agreements reflect total compllance compensation below the market median.