DADE BEHRING HOLDINGS INC
EXHIBIT 10.16
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<TYPE>EX-10.16
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<FILENAME>a2105920zex-10_16.txt
<DESCRIPTION>EXHIBIT 10.16
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                                                                EXHIBIT 10.16

                                  DADE BEHRING
                          EMPLOYEE STOCK PURCHASE PLAN

     The Dade Behring Employee Stock Purchase Plan is comprised of two subplans
as set forth below: the Dade Behring U.S. Employee Stock Purchase Plan and the
Dade Behring International Employee Stock Purchase Plan.

     A total of one million (1,000,000) shares of Common Stock of Dade Behring
Holdings, Inc. are reserved for sale and authorized for issuance pursuant to the
Dade Behring Employee Stock Purchase Plan comprised of the Dade Behring U.S.
Employee Stock Purchase Plan and the Dade Behring International Employee Stock
Purchase Plan. Such number of shares is subject to adjustment as set forth in
Section 9 of each subplan. Shares of Common Stock to be issued under the Plan
may be either authorized and unissued shares, treasury shares or a combination
thereof.

                                  DADE BEHRING
                        U.S. EMPLOYEE STOCK PURCHASE PLAN

SECTION 1.  PURPOSE.

     The purpose of this Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company. It is the intention of the Company to have the Plan qualify as an
"employee stock purchase plan" under section 423 of the Code. The provisions of
this Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.

SECTION 2.  DEFINITIONS.

     Certain terms used in this Plan have the meanings set forth in Appendix I.

SECTION 3.  ELIGIBILITY REQUIREMENTS.

     3.1.   Except as provided in Section 3.2, each Employee shall become
eligible to participate in the Plan in accordance with Section 4 on the first
Enrollment Date on or following the later of (a) the date such Employee
completes one year of employment; or (b) the Effective Date. Participation in
the Plan is entirely voluntary.

     3.2.   The following Employees are not eligible to participate in the Plan:

            (a)  Employees who have been employed less than one (1) year;

            (b)  Employees whose customary employment is twenty (20) hours or
                 less per week; and

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            (c)  Employees who, immediately upon purchasing Shares under the
                 Plan, would own directly or indirectly, an aggregate of five
                 percent (5%) or more of the total combined voting power or
                 value of all outstanding shares of all classes of stock of the
                 Company or any Subsidiary (and for purposes of this paragraph,
                 the rules of Section 424(d) of the Code shall apply, and stock
                 which the Employee may purchase under outstanding options shall
                 be treated as stock owned by the Employee).

SECTION 4.  ENROLLMENT.

     Any Eligible Employee may enroll in the Plan for any Offering Period by
completing and signing an enrollment election form or by such other means as the
Committee shall prescribe and submitting such enrollment election to the Company
in accordance with procedures established by the Committee on or before the
Cut-Off Date with respect to such Offering Period. Unless otherwise determined
by the Committee, the enrollment election and the designated rate of payroll
deduction shall continue for future Offering Periods unless the Participant
changes or cancels the enrollment election or designated rate of payroll
deduction prior to the Cut-Off Date.

SECTION 5.  GRANT OF OPTIONS ON ENROLLMENT.

     5.1.   Enrollment by an Eligible Employee in the Plan as of an Enrollment
Date will constitute the grant by the Company to such Participant of an option
on such Enrollment Date to purchase Shares from the Company pursuant to the
Plan.

     5.2.   An option granted to a Participant pursuant to this Plan shall
expire, if not terminated for any reason first, on the earliest to occur of (a)
the end of the Offering Period in which such option was granted; (b) the
completion of the purchase of Shares under the option under Section 7; or (c)
the date on which participation of such Participant in the Plan terminates for
any reason.

     5.3.   An option granted to a Participant under the Plan shall give the
Participant a right to purchase on a Purchase Date the largest number of whole
Shares, as determined by the Committee, which the funds accumulated in the
Participant's Account as of such Purchase Date will purchase at the applicable
Purchase Price; provided, however, that the Committee may, in its discretion,
limit the number of Shares purchased by each Participant in any Purchase Period.

     Notwithstanding anything to the contrary herein, to the extent required by
Section 423 of the Code, no Employee shall be granted an option under the Plan
(or any other plan of the Company or a Subsidiary intended to qualify under
Section 423 of the Code) which would permit the Employee to purchase Shares
under the Plan (and such other plan) in any calendar year with a Fair Market
Value (determined at the time such option is granted) in excess of $25,000 and
any payments made by a Participant in excess of this limitation shall be
returned to the Participant in accordance with procedures established by the
Committee.

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SECTION 6.  PAYMENT.

     The Committee may designate the time and manner for payment of Shares to be
purchased during the Purchase Period, including, but not limited to, through
payroll deductions from Compensation, the terms and conditions of which are
designated by the Committee. Payment amounts shall be credited on a bookkeeping
basis to a Participant's Account under this Plan. All payment amounts may be
used by the Company for any purpose and the Company shall have no obligation to
segregate such funds. No interest accrues on payments by Participants.

SECTION 7.  PURCHASE OF SHARES.

     7.1.   Any option held by the Participant which was granted under this Plan
and which remains outstanding as of a Purchase Date shall be deemed to have been
exercised on such Purchase Date for the number of whole Shares, as determined by
the Committee, which the funds accumulated in the Participant's Account as of
the Purchase Date will purchase at the applicable Purchase Price (but not in
excess of the number of Shares for which options have been granted to the
Participant pursuant to Section 5.3). Options for other Shares for which options
have been granted which are not purchased on the last Purchase Date during the
Offering Period shall terminate. Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such
Shares pursuant thereto shall comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
upon which the Shares may then be listed. As a condition to the exercise of an
option, the Committee may require the person exercising such option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares.

     7.2.   If, after a Participant's exercise of an option under Section 7.1,
an amount remains credited to the Participant's Account as of a Purchase Date,
then the remaining amount shall be (a) if no further Purchase Periods are
immediately contemplated by the Committee, distributed to the Participant as
soon as administratively feasible, or (b) if another Purchase Period is
contemplated by the Committee, carried forward in the Account for application to
the purchase of Shares on the next following Purchase Date.

     7.3.   In the case of Participants employed by a member of the Employer,
the Committee may provide for Shares to be sold through the Subsidiary to such
Participants, to the extent consistent with Section 423 of the Code.

     7.4.   If the total number of Shares for which options are or could be
exercised on any Purchase Date in accordance with this Section 7, when
aggregated with all Shares for which options have been previously exercised
under this Plan, exceeds the maximum number of Shares reserved in Section 12,
the Company may, in accordance with Section 12, allocate the Shares available
for delivery and distribution in the ratio that the balance in each
Participant's Account

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bears to the aggregate balances of all Participants' Accounts, and the remaining
balance of the amount credited to the Account of each Participant under the Plan
shall be returned to him or her as promptly as possible.

     7.5.   If a Participant or former Participant sells, transfers, or
otherwise makes a disposition of Shares purchased pursuant to an option granted
under the Plan if such Participant or former Participant is subject to United
States federal income tax, then such Participant or former Participant shall
notify the Company or a member of the Employer in writing of such sale, transfer
or other disposition within ten (10) days of the consummation of such sale,
transfer, or other disposition. Without limitation on the Participant or former
Participant's ability to sell, transfer or otherwise make a disposition of
Shares and without limitation on Section 11.2, Participants and former
Participants must maintain any Shares purchased pursuant to an option granted
under the Plan within two (2) years after the date such option is granted or
within one (1) year after the date such Shares were transferred to the
Participant at the broker designated by the Committee, unless the Committee
determines otherwise.

SECTION 8.  WITHDRAWAL FROM THE PLAN, TERMINATION OF EMPLOYMENT, AND LEAVE OF
ABSENCE.

     8.1.   WITHDRAWAL FROM THE PLAN. A Participant may withdraw all funds
accumulated in the Participant's Account from the Plan during any Purchase
Period by delivering a notice of withdrawal to the Company or a member of the
Employer (in a manner prescribed by the Committee) at any time up to but not
including the thirty (30) days prior to the Purchase Date next following the
date such notice of withdrawal is delivered, or at such shorter time in advance
of such Purchase Date as the Committee may permit. If notice of complete
withdrawal as described in the preceding sentence is timely received, all funds
then accumulated in the Participant's Account shall not be used to purchase
Shares, but shall instead be distributed to the Participant as soon as
administratively feasible and the Company or member of the Employer will cease
the Participant's payroll withholding for the Plan in accordance with timing and
other procedures established by the Committee. An Employee who has withdrawn
during a Purchase Period may not return funds to the Company or a member of the
Employer during the same Purchase Period and require the Company or member of
the Employer to apply those funds to the purchase of Shares. Any Eligible
Employee who has withdrawn from the Plan may, however, re-enroll in the Plan on
the next subsequent Enrollment Date, if any.

     8.2.   TERMINATION OF EMPLOYMENT. Participation in the Plan terminates
immediately following the end of the Purchase Period during which a Participant
ceases to be employed by the Company or a member of the Employer for any reason
whatsoever or otherwise ceases to be an Eligible Employee. Notwithstanding the
preceding sentence, such Participant may elect to withdraw from the Plan in
accordance with Section 8.1 and the procedures prescribed by the Committee.

     8.3.   LEAVE OF ABSENCE. If a Participant takes a leave of absence, such
Participant shall have the right, in accordance with procedures prescribed by
the Committee, to elect to withdraw from the Plan in accordance with Section
8.1. To the extent determined by the

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Committee or required by Section 423 of the Code, certain leaves of absence may
be treated as cessations of employment for purposes of the Plan.

SECTION 9.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
LIQUIDATION, MERGER OR ASSET SALE.

     9.1.   Subject to any required action by the shareholders of the Company,
the right to purchase Shares of Common Stock covered by a current Offering
Period and the number of Shares which have been authorized for issuance under
the Plan for any future Offering Period, the maximum number of Shares each
Participant may purchase each Offering Period (pursuant to Section 5.3 hereof),
as well as the price per Share and the number of Shares covered by each right
under the Plan which have not yet been purchased shall be proportionately
adjusted in the sole discretion of the Committee for any increase or decrease in
the number of issued Shares resulting from a stock split, reverse stock split,
stock dividend, extraordinary cash dividend, combination or reclassification of
the Common Stock, or recapitalization, reorganization, consolidation, split-up,
spin-off, or any other increase or decrease in the number of Shares effected
without receipt of consideration by the Company. Except as expressly provided
otherwise by the Committee, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of Shares.

     9.2.   Without limitation on the preceding provisions, in the event of any
corporate transaction, the Committee may make such adjustment it deems
appropriate to prevent dilution or enlargement of rights in the number and class
of Shares which may be delivered under Section 12, in the number, class of or
price of Shares available for purchase under the Plan and in the number of
Shares which a Participant is entitled to purchase and any other adjustments it
deems appropriate. Without limiting the Committee's authority under this Plan,
in the event of any transaction, the Committee may elect to have the options
hereunder assumed or such options substituted by a successor entity, to
terminate all outstanding options either prior to their expiration or upon
completion of the purchase of Shares on the next Purchase Date, to shorten the
Offering Period by setting a new Purchase Date, or to take such other action
deemed appropriate by the Committee.

SECTION 10. DESIGNATION OF BENEFICIARY.

     Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom the amount in his or her Account is to be paid in case of his or her death
before he or she receives any or all of such benefit. Each such designation
shall revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing with the Committee during the Participant's lifetime. In
the absence of any such designation, any Account balance remaining unpaid at the
Participant's death shall be paid to the Participant's estate.

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SECTION 11. ADMINISTRATION.

     11.1.  The Plan shall be administered by the Committee. The Committee shall
have the authority to delegate duties to officers, directors or employees of the
Company.

     11.2.  The Committee shall have the full and exclusive discretionary
authority to construe and interpret the Plan and options granted under it; to
establish, amend, and revoke rules and regulations for administration of the
Plan (including, without limitation, the determination and change of Offering
Periods, Purchase Periods and payment procedures, the requirement that Shares be
held by a specified broker, and the establishment of the exchange ratio
applicable to amounts withheld in a currency other than U.S. dollars); to
determine all questions of eligibility, disputed claims and policy that may
arise in the administration of the Plan; to make any changes to the Plan or its
operations to reduce or eliminate any unfavorable legal, accounting or other
consequences to the extent deemed appropriate by the Committee; and, generally,
to exercise such powers and perform such acts as the Committee deems necessary
or expedient to promote the best interests of the Company, including, but not
limited to, designating from time to time which Subsidiaries of the Company
shall be part of the Employer. The Committee's determinations as to the
interpretation and operation of this Plan shall be final and conclusive and each
action of the Committee shall be binding on all persons.

     In exercising the powers described in the foregoing paragraph, the
Committee may adopt special or different rules for the operation of the Plan
including, but not limited to, rules which allow employees of any foreign
Subsidiary to participate in, and enjoy the tax benefits offered by, the Plan;
provided that such rules shall not result in any grantees of options having
different rights and/or privileges under the Plan in violation of Section 423 of
the Code nor otherwise cause the Plan to fail to satisfy the requirements of
Section 423 of the Code and the regulations thereunder.

     11.3.  The Plan provisions relating to the administration of the Plan may
be modified by the Committee from time to time as may be desirable to satisfy
any requirements of or under the federal securities and/or other applicable laws
of the United States, to obtain any exemption under such laws, or to reduce or
eliminate any unfavorable legal, accounting or other consequences or for any
other purpose deemed appropriate by the Committee.

SECTION 12. NUMBER OF SHARES.

     Subject to adjustment as set forth in Section 9, one million (1,000,000)
Shares are reserved for sale and authorized for issuance pursuant to the Dade
Behring Employee Stock Purchase Plan, and therefore, the number of Shares
authorized for issuance pursuant to the Plan is one million (1,000,000) Shares
less the number of Shares issued pursuant to the Dade Behring International
Employee Stock Purchase Plan. If any option granted under the Plan shall for any
reason terminate without having been exercised, the Shares not purchased under
such option shall again become available for the Dade Behring Employee Stock
Purchase Plan. If on a given Purchase Date, the number of Shares with respect to
which options are to be exercised exceeds the number of Shares then available
under the Plan, the Committee shall make a pro rata

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allocation of the Shares remaining available for purchase in as uniform a manner
as shall be practical and as it shall determine to be equitable.

SECTION 13. MISCELLANEOUS.

     13.1.  RESTRICTIONS ON TRANSFER. Options granted under the Plan to a
Participant may not be exercised during the Participant's lifetime other than by
the Participant. Neither amounts credited to a Participant's Account nor any
rights with respect to the exercise of an option or to receive stock under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the Participant other than by will or the laws of descent and distribution.
Any such attempted assignment, transfer, pledge, or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw from the Plan in accordance with Section 8.1.

     13.2.  ADMINISTRATIVE ASSISTANCE. If the Committee in its discretion so
elects, it may retain a brokerage firm, bank, or other financial institution to
assist in the purchase of Shares, delivery of reports, or other administrative
aspects of the Plan. If the Committee so elects, each Participant shall (unless
prohibited by applicable law) be deemed upon enrollment in the Plan to have
authorized the establishment of an account on his or her behalf at such
institution. Shares purchased by a Participant under the Plan shall be held in
the Account in the Participant's name, or if the Participant so indicates in the
enrollment form, in the Participant's name together with the name of his or her
spouse in joint tenancy with right of survivorship or spousal community
property, or in certain forms of trust approved by the Committee.

     13.3.  TREATMENT OF NON-U.S. PARTICIPANTS. Participants who are employed by
non-U.S. Designated Subsidiaries, who are paid in foreign currency, and who
contribute foreign currency to the Plan through contributions or payroll
deductions will have such contributions converted to U.S. dollars. The exchange
rate and method for such conversion will be determined as prescribed by the
Committee. In no event will any procedure implemented for dealing with exchange
rate fluctuations that may occur during an Offering Period result in a purchase
price below the Purchase Date Price permitted under the Plan. Each Participant
shall bear the risk of any currency exchange fluctuations (if applicable)
between the date on which any Participant contributions are converted to U.S.
dollars and the following Purchase Date.

     13.4.  WITHHOLDING. The Company or any member of the Employer shall have
the power and the right to deduct or withhold, or require a Participant to remit
to the Company or any member of the Employer, an amount sufficient to satisfy
Federal, state and local taxes, domestic or foreign, required by law or
regulation to be withheld with respect to any taxable event arising as a result
of this Plan.

     13.5.  EQUAL RIGHTS AND PRIVILEGES. All Eligible Employees shall have equal
rights and privileges with respect to the Plan so that the Plan qualifies as an
"employee stock purchase plan" within the meaning of Section 423 or any
successor provision of the Code and the related regulations. Notwithstanding the
express terms of the Plan, any provision of the Plan which is inconsistent with
Section 423 or any successor provision of the Code shall without further act or

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amendment by the Company or the Committee be reformed to comply with the
requirements of Section 423 of the Code. This Section 13.5 shall take precedence
over all other provisions in the Plan.

     13.6.  APPLICABLE LAW. The Plan shall be governed by the substantive laws
(excluding the conflict of laws rules) of the State of Delaware.

     13.7.  AMENDMENT AND TERMINATION. The Board may amend, alter, or terminate
the Plan at any time; provided, however, that (1) the Plan may not be amended in
a way which will cause rights issued under the Plan to fail to meet the
requirements of Section 423 of the Code; and (2) no amendment which would amend
or modify the Plan in a manner requiring stockholder approval under Section 423
of the Code or the requirements of any securities exchange on which the Shares
are traded shall be effective unless such stockholder approval is obtained. In
addition, the Committee may amend the Plan as provided in Section 11.3, subject
to the conditions set forth in this Section 13.7.

     If the Plan is terminated, the Committee may elect to terminate all
outstanding options either prior to their expiration or upon completion of the
purchase of Shares on the next Purchase Date, or may elect to permit options to
expire in accordance with their terms (and participation to continue through
such expiration dates). If the options are terminated prior to expiration, all
funds accumulated in Participants' Accounts as of the date the options are
terminated shall be returned to the Participants as soon as administratively
feasible.

     13.8.  NO RIGHT OF EMPLOYMENT. Neither the grant nor the exercise of any
rights to purchase Shares under this Plan nor anything in this Plan shall impose
upon the Company or a member of the Employer any obligation to employ or
continue to employ any Employee. The right of the Company or a member of the
Employer to terminate any Employee shall not be diminished or affected because
any rights to purchase Shares have been granted to such Employee.

     13.9.  RIGHTS AS SHAREHOLDER. No Participant shall have any rights as
shareholder unless and until Shares have been issued to him or her.

     13.10. GOVERNMENTAL REGULATION. The Company's obligation to sell and
deliver Shares under this Plan is subject to the approval of any governmental
authority required in connection with the authorization, issuance, or sale of
such Shares.

     13.11. GENDER. When used herein, masculine terms shall be deemed to include
the feminine, except when the context indicates to the contrary.

     13.12. CONDITION FOR PARTICIPATION. As a condition to participation in the
Plan, Eligible Employees agree to be bound by the terms of the Plan (including,
without limitation, the notification and holding requirements of Section 7.5)
and the determinations of the Committee.

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                                   APPENDIX I

                                   DEFINITIONS

"ACCOUNT" means a recordkeeping account maintained for a Participant to which
Participant contributions and payroll deductions, if applicable, shall be
credited.

"BOARD" means the Board of Directors of the Company.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMITTEE" means the Administrative Committee or any other committee appointed
by the Board.

"COMMON STOCK" means the Common Stock of the Company.

"COMPANY" means Dade Behring Holdings, Inc., a Delaware corporation.

"COMPENSATION" means base salary, commissions, overtime pay, MICP and other
short-term bonuses but excluding other discretionary awards.

"CUT-OFF DATE" means the date established by the Committee from time to time by
which enrollment forms must be received prior to an Enrollment Date.

"DESIGNATED SUBSIDIARY" means any Subsidiary which has been designated by the
Committee from time to time in its sole discretion as eligible to participate in
the Plan and which has adopted the Plan with the approval of the Committee in
its sole and absolute discretion.

"ELIGIBLE EMPLOYEE" means an Employee eligible to participate in the Plan in
accordance with Section 3.

"EFFECTIVE DATE" means May 28, 2003.

"EMPLOYEE" means any individual who is an employee of the Employer for tax
purposes.

"EMPLOYER" means the Company and any Designated Subsidiary of the Company.

"ENROLLMENT DATE" means the first Trading Day of an Offering Period.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"FAIR MARKET VALUE" means, as of any date, the value of Common Stock determined
as follows:

     (1)    If the Common Stock is listed on any established stock exchange or a
            national market system, including without limitation the Nasdaq
            National Market or The

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            Nasdaq Small Cap Market, its Fair Market Value shall be the closing
            sales price for such stock (or the closing bid, if no sales were
            reported) as quoted on such exchange or system for the date of such
            determination, as reported in THE WALL STREET JOURNAL or such other
            source as the Committee deems reliable, or;

     (2)    If the Common Stock is regularly quoted by a recognized securities
            dealer but selling prices are not reported, its Fair Market Value
            shall be the mean of the closing bid and asked prices for the Common
            Stock on the date of such determination, as reported in The Wall
            Street Journal or such other source as the Committee deems reliable,
            or;

     (3)    In the absence of an established market for the Common Stock, the
            Fair Market Value thereof shall be determined in good faith by the
            Board.

"GRANT DATE" means a date on which an Eligible Employee is granted an option
under the Plan pursuant to Section 5.

"GRANT PRICE" means the Fair Market Value of a Share on the Grant Date for such
option.

"OFFERING PERIOD" means the period beginning on the Effective Date and ending on
the date designated by the Committee and each period, if any, thereafter
designated by the Committee; provided, that each period shall in no event end
later than twenty-seven (27) months from the Grant Date. The Offering Period may
but need not be the same as the Purchase Period, as determined by the Committee.

"PARTICIPANT" means an Eligible Employee who has enrolled in the Plan pursuant
to Section 4.

"PLAN" means this Dade Behring U.S. Employee Stock Purchase Plan.

"PURCHASE DATE" with respect to a Purchase Period means the last Trading Day in
such Purchase Period.

"PURCHASE DATE PRICE" means the Fair Market Value of a Share on the applicable
Purchase Date.

"PURCHASE PERIOD" means the period beginning on the Effective Date and ending on
the date designated by the Committee and each period, if any, thereafter
designated by the Committee; provided, that each period shall, in no event end
later than twenty-seven (27) months from the Grant Date.

"PURCHASE PRICE" means the price designated by the Committee, at which each
Share may be purchased under any option, but in no event less than eighty-five
percent (85%) of the lesser of:

     (1)    The Grant Price and

     (2)    The Purchase Date Price.

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"SHARES" means shares of the Company's Common Stock.

"SUBSIDIARY" means a corporation, domestic or foreign, of which not less than
50% of the combined voting power is held by the Company or a Subsidiary, whether
or not such corporation now exists or is hereafter organized or acquired by the
Company or a Subsidiary.

"TRADING DAY" means a day on which the Nasdaq stock market or other alternative
exchange or service on which the Common Stock is traded, listed or quoted is
open for trading.

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                                  DADE BEHRING
                   INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

SECTION 1.  PURPOSE.

     The purpose of this Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company.

SECTION 2.  DEFINITIONS.

     Certain terms used in this Plan have the meanings set forth in Appendix A.

SECTION 3.  ELIGIBILITY REQUIREMENTS.

     3.1.   Except as provided in Section 3.2, each Employee shall become
eligible to participate in the Plan in accordance with Section 4 on the first
Enrollment Date on or following the later of (a) the date such Employee
completes one year of employment or such shorter period determined appropriate
by the Committee; or (b) the Effective Date. Participation in the Plan is
entirely voluntary.

     3.2. The following Employees are not eligible to participate in the Plan:

     (a)    Employees who have been employed less than one (1) year or such
            shorter period determined appropriate by the Committee; and

     (b)    Unless otherwise determined appropriate by the Committee, Employees
            whose customary employment is twenty (20) hours or less per week.

SECTION 4.  ENROLLMENT.

     Any Eligible Employee may enroll in the Plan for any Offering Period by
completing and signing an enrollment election form or by such other means as the
Committee shall prescribe and submitting such enrollment election to the Company
in accordance with procedures established by the Committee on or before the
Cut-Off Date with respect to such Offering Period. Unless otherwise determined
by the Committee, the enrollment election and the designated rate of payroll
deduction shall continue for future Offering Periods unless the Participant
changes or cancels the enrollment election or designated rate of payroll
deduction prior to the Cut-Off Date.

SECTION 5.  GRANT OF OPTIONS ON ENROLLMENT.

     5.1.   Enrollment by an Eligible Employee in the Plan as of an Enrollment
Date will constitute the grant by the Company to such Participant of an option
on such Enrollment Date to purchase Shares from the Company pursuant to the
Plan.

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     5.2.   An option granted to a Participant pursuant to this Plan shall
expire, if not terminated for any reason first, on the earliest to occur of (a)
the end of the Offering Period in which such option was granted; (b) the
completion of the purchase of Shares under the option under Section 7; or (c)
the date on which participation of such Participant in the Plan terminates for
any reason.

     5.3.   An option granted to a Participant under the Plan shall give the
Participant a right to purchase on a Purchase Date the largest number of whole
Shares, as determined by the Committee, which the funds accumulated in the
Participant's Account as of such Purchase Date will purchase at the applicable
Purchase Price; provided, however, that the Committee may, in its discretion,
limit the number of Shares purchased by each Participant in any Purchase Period.

SECTION 6.  PAYMENT.

     The Committee may designate the time and manner for payment of Shares to be
purchased during the Purchase Period, including, but not limited to, through
payroll deductions from Compensation, the terms and conditions of which are
designated by the Committee. Payment amounts shall be credited on a bookkeeping
basis to a Participant's Account under this Plan. All payment amounts may be
used by the Company for any purpose and the Company shall have no obligation to
segregate such funds. No interest accrues on payments by Participants.

SECTION 7.  PURCHASE OF SHARES.

     7.1.   Any option held by the Participant which was granted under this Plan
and which remains outstanding as of a Purchase Date shall be deemed to have been
exercised on such Purchase Date for the number of whole Shares, as determined by
the Committee, which the funds accumulated in the Participant's Account as of
the Purchase Date will purchase at the applicable Purchase Price (but not in
excess of the number of Shares for which options have been granted to the
Participant pursuant to Section 5.3). Options for other Shares for which options
have been granted which are not purchased on the last Purchase Date during the
Offering Period shall terminate. Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such
Shares pursuant thereto shall comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
upon which the Shares may then be listed. As a condition to the exercise of an
option, the Committee may require the person exercising such option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares.

     7.2.   If, after a Participant's exercise of an option under Section 7.1,
an amount remains credited to the Participant's Account as of a Purchase Date,
then the remaining amount shall be (a) if no further Purchase Periods are
immediately contemplated by the Committee, distributed to the Participant as
soon as administratively feasible, or (b) if another Purchase Period is

                                      - 2 -
<Page>

contemplated by the Committee, carried forward in the Account for application to
the purchase of Shares on the next following Purchase Date.

     7.3.   In the case of Participants employed by a member of the Employer,
the Committee may provide for Shares to be sold through the Subsidiary to such
Participants.

     7.4.   If the total number of Shares for which options are or could be
exercised on any Purchase Date in accordance with this Section 7, when
aggregated with all Shares for which options have been previously exercised
under this Plan, exceeds the maximum number of Shares reserved in Section 12,
the Company may, in accordance with Section 12, allocate the Shares available
for delivery and distribution in the ratio that the balance in each
Participant's Account bears to the aggregate balances of all Participants'
Accounts, and the remaining balance of the amount credited to the Account of
each Participant under the Plan shall be returned to him or her as promptly as
possible.

SECTION 8.  WITHDRAWAL FROM THE PLAN, TERMINATION OF EMPLOYMENT, AND LEAVE OF
ABSENCE.

     8.1.   WITHDRAWAL FROM THE PLAN. A Participant may withdraw all funds
accumulated in the Participant's Account from the Plan during any Purchase
Period by delivering a notice of withdrawal to the Company or a member of the
Employer (in a manner prescribed by the Committee) at any time up to but not
including the thirty (30) days prior to the Purchase Date next following the
date such notice of withdrawal is delivered, or at such shorter time in advance
of such Purchase Date as the Committee may permit. If notice of complete
withdrawal as described in the preceding sentence is timely received, all funds
then accumulated in the Participant's Account shall not be used to purchase
Shares, but shall instead be distributed to the Participant as soon as
administratively feasible and the Company or member of the Employer will cease
the Participant's payroll withholding for the Plan in accordance with timing and
other procedures established by the Committee. An Employee who has withdrawn
during a Purchase Period may not return funds to the Company or a member of the
Employer during the same Purchase Period and require the Company or member of
the Employer to apply those funds to the purchase of Shares. Any Eligible
Employee who has withdrawn from the Plan may, however, re-enroll in the Plan on
the next subsequent Enrollment Date, if any.

     8.2.   TERMINATION OF EMPLOYMENT. Participation in the Plan terminates
immediately following the end of the Purchase Period during which a Participant
ceases to be employed by the Company or a member of the Employer for any reason
whatsoever or otherwise ceases to be an Eligible Employee. Notwithstanding the
preceding sentence, such Participant may elect to withdraw from the Plan in
accordance with Section 8.1 and the procedures prescribed by the Committee.

     8.3.   LEAVE OF ABSENCE. If a Participant takes a leave of absence, such
Participant shall have the right, in accordance with procedures prescribed by
the Committee, to elect to withdraw from the Plan in accordance with Section
8.1. To the extent determined by the

                                      - 3 -
<Page>

Committee, certain leaves of absence may be treated as cessations of employment
for purposes of the Plan.

SECTION 9.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
LIQUIDATION, MERGER OR ASSET SALE.

     9.1.   Subject to any required action by the shareholders of the Company,
the right to purchase Shares of Common Stock covered by a current Offering
Period and the number of Shares which have been authorized for issuance under
the Plan for any future Offering Period, the maximum number of Shares each
Participant may purchase each Offering Period (pursuant to Section 5.3 hereof),
as well as the price per Share and the number of Shares covered by each right
under the Plan which have not yet been purchased shall be proportionately
adjusted in the sole discretion of the Committee for any increase or decrease in
the number of issued Shares resulting from a stock split, reverse stock split,
stock dividend, extraordinary cash dividend, combination or reclassification of
the Common Stock, or recapitalization, reorganization, consolidation, split-up,
spin-off, or any other increase or decrease in the number of Shares effected
without receipt of consideration by the Company. Except as expressly provided
otherwise by the Committee, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of Shares.

     9.2.   Without limitation on the preceding provisions, in the event of any
corporate transaction, the Committee may make such adjustment it deems
appropriate to prevent dilution or enlargement of rights in the number and class
of Shares which may be delivered under Section 12, in the number, class of or
price of Shares available for purchase under the Plan and in the number of
Shares which a Participant is entitled to purchase and any other adjustments it
deems appropriate. Without limiting the Committee's authority under this Plan,
in the event of any transaction, the Committee may elect to have the options
hereunder assumed or such options substituted by a successor entity, to
terminate all outstanding options either prior to their expiration or upon
completion of the purchase of Shares on the next Purchase Date, to shorten the
Offering Period by setting a new Purchase Date, or to take such other action
deemed appropriate by the Committee.

SECTION 10. DESIGNATION OF BENEFICIARY.

     Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom the amount in his or her Account is to be paid in case of his or her death
before he or she receives any or all of such benefit. Each such designation
shall revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing with the Committee during the Participant's lifetime. In
the absence of any such designation, any Account balance remaining unpaid at the
Participant's death shall be paid to the Participant's estate.

                                      - 4 -
<Page>

SECTION 11. ADMINISTRATION.

     11.1.  The Plan shall be administered by the Committee. The Committee shall
have the authority to delegate duties to officers, directors or employees of the
Company.

     11.2.  The Committee shall have the full and exclusive discretionary
authority to construe and interpret the Plan and options granted under it; to
establish, amend, and revoke rules and regulations for administration of the
Plan (including, without limitation, the determination and change of Offering
Periods, Purchase Periods and payment procedures, the requirement that Shares be
held by a specified broker, and the establishment of the exchange ratio
applicable to amounts withheld in a currency other than U.S. dollars); to
determine all questions of eligibility, disputed claims and policy that may
arise in the administration of the Plan; to make any changes to the Plan or its
operations to reduce or eliminate any unfavorable legal, accounting or other
consequences to the extent deemed appropriate by the Committee; and, generally,
to exercise such powers and perform such acts as the Committee deems necessary
or expedient to promote the best interests of the Company, including, but not
limited to, designating from time to time which Subsidiaries of the Company
shall be part of the Employer. The Committee's determinations as to the
interpretation and operation of this Plan shall be final and conclusive and each
action of the Committee shall be binding on all persons. The Committee may adopt
special or different rules for the operation of the Plan for different
Participants, including, but not limited to, rules designed to accommodate the
practices of the applicable jurisdiction.

     11.3.  The Plan provisions relating to the administration of the Plan may
be modified by the Committee from time to time as may be desirable to satisfy
any requirements of or under the securities or other applicable laws of the
United States or other jurisdiction, to obtain any exemption under such laws, or
to reduce or eliminate any unfavorable legal, accounting or other consequences
or for any other purpose deemed appropriate by the Committee.

SECTION 12. NUMBER OF SHARES.

     Subject to adjustment as set forth in Section 9, one million (1,000,000)
Shares are reserved for sale and authorized for issuance pursuant to the Dade
Behring Employee Stock Purchase Plan, and therefore, the number of Shares
authorized for issuance pursuant to the Plan is one million (1,000,000) Shares
less the number of Shares issued pursuant to the Dade Behring U.S. Employee
Stock Purchase Plan. If any option granted under the Plan shall for any reason
terminate without having been exercised, the Shares not purchased under such
option shall again become available for the Dade Behring Employee Stock Purchase
Plan. If on a given Purchase Date, the number of Shares with respect to which
options are to be exercised exceeds the number of Shares then available under
the Plan, the Committee shall make a pro rata allocation of the Shares remaining
available for purchase in as uniform a manner as shall be practical and as it
shall determine to be equitable.

                                      - 5 -
<Page>

SECTION 13. MISCELLANEOUS.

     13.1.  RESTRICTIONS ON TRANSFER. Options granted under the Plan to a
Participant may not be exercised during the Participant's lifetime other than by
the Participant. Neither amounts credited to a Participant's Account nor any
rights with respect to the exercise of an option or to receive stock under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the Participant other than by will or the laws of descent and distribution.
Any such attempted assignment, transfer, pledge, or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw from the Plan in accordance with Section 8.1.

     13.2.  ADMINISTRATIVE ASSISTANCE. If the Committee in its discretion so
elects, it may retain a brokerage firm, bank, or other financial institution to
assist in the purchase of Shares, delivery of reports, or other administrative
aspects of the Plan. If the Committee so elects, each Participant shall (unless
prohibited by applicable law) be deemed upon enrollment in the Plan to have
authorized the establishment of an account on his or her behalf at such
institution. Shares purchased by a Participant under the Plan shall be held in
the Account in the Participant's name, or if the Participant so indicates in the
enrollment form, in the Participant's name together with the name of his or her
spouse in joint tenancy with right of survivorship or spousal community
property, or in certain forms of trust approved by the Committee.

     13.3.  TREATMENT OF NON-U.S. PARTICIPANTS. Participants who are employed by
non-U.S. Designated Subsidiaries, who are paid in foreign currency, and who
contribute foreign currency to the Plan through contributions or payroll
deductions will have such contributions converted to U.S. dollars. The exchange
rate and method for such conversion will be determined as prescribed by the
Committee. Each Participant shall bear the risk of any currency exchange
fluctuations (if applicable) between the date on which any Participant
contributions are converted to U.S. dollars and the following Purchase Date.

     13.4.  WITHHOLDING. The Company or any member of the Employer shall have
the power and the right to deduct or withhold, or require a Participant to remit
to the Company or any member of the Employer, an amount sufficient to satisfy
taxes, domestic or foreign, required by law or regulation to be withheld with
respect to any taxable event arising as a result of this Plan.

     13.5.  APPLICABLE LAW. The Plan shall be governed by the substantive laws
(excluding the conflict of laws rules) of the State of Delaware.

     13.6.  AMENDMENT AND TERMINATION. The Board may amend, alter, or terminate
the Plan at any time; provided, however, that no amendment which would amend or
modify the Plan in a manner requiring stockholder approval under the
requirements of any securities exchange on which the Shares are traded shall be
effective unless such stockholder approval is obtained. In addition, the
Committee may amend the Plan as provided in Section 11.3, subject to the
conditions set forth in this Section 13.6.

                                      - 6 -
<Page>

     If the Plan is terminated, the Committee may elect to terminate all
outstanding options either prior to their expiration or upon completion of the
purchase of Shares on the next Purchase Date, or may elect to permit options to
expire in accordance with their terms (and participation to continue through
such expiration dates). If the options are terminated prior to expiration, all
funds accumulated in Participants' Accounts as of the date the options are
terminated shall be returned to the Participants as soon as administratively
feasible.

     13.7.  NO RIGHT OF EMPLOYMENT. Neither the grant nor the exercise of any
rights to purchase Shares under this Plan nor anything in this Plan shall impose
upon the Company or a member of the Employer any obligation to employ or
continue to employ any Employee. The right of the Company or a member of the
Employer to terminate any Employee shall not be diminished or affected because
any rights to purchase Shares have been granted to such Employee.

     13.8.  RIGHTS AS SHAREHOLDER. No Participant shall have any rights as
shareholder unless and until Shares have been issued to him or her.

     13.9.  GOVERNMENTAL REGULATION. The Company's obligation to sell and
deliver Shares under this Plan is subject to the approval of any governmental
authority required in connection with the authorization, issuance, or sale of
such Shares.

     13.10. GENDER. When used herein, masculine terms shall be deemed to include
the feminine, except when the context indicates to the contrary.

     13.11. CONDITION FOR PARTICIPATION. As a condition to participation in the
Plan, Eligible Employees agree to be bound by the terms of the Plan and the
determinations of the Committee.

                                      - 7 -
<Page>

                                   APPENDIX A

                                   DEFINITIONS

"ACCOUNT" means a recordkeeping account maintained for a Participant to which
Participant contributions and payroll deductions, if applicable, shall be
credited.

"BOARD" means the Board of Directors of the Company.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMITTEE" means the Administrative Committee or any other committee appointed
by the Board.

"COMMON STOCK" means the Common Stock of the Company.

"COMPANY" means Dade Behring Holdings, Inc., a Delaware corporation.

"COMPENSATION" means base salary and any other payments determined appropriate
by the Committee.

"CUT-OFF DATE" means the date established by the Committee from time to time by
which enrollment forms must be received prior to an Enrollment Date.

"DESIGNATED SUBSIDIARY" means any Subsidiary which has been designated by the
Committee from time to time in its sole discretion as eligible to participate in
the Plan and which has adopted the Plan with the approval of the Committee in
its sole and absolute discretion.

"ELIGIBLE EMPLOYEE" means an Employee eligible to participate in the Plan in
accordance with Section 3.

"EFFECTIVE DATE" means May 28, 2003.

"EMPLOYEE" means any individual who is an employee of the Employer for purposes
of the Plan as determined by the Committee.

"EMPLOYER" means the Company and any Designated Subsidiary of the Company.

"ENROLLMENT DATE" means the first Trading Day of an Offering Period.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

                                       A-1
<Page>

"FAIR MARKET VALUE" means, as of any date, the value of Common Stock determined
as follows:

     (1)    If the Common Stock is listed on any established stock exchange or a
            national market system, including without limitation the Nasdaq
            National Market or The Nasdaq Small Cap Market, its Fair Market
            Value shall be the closing sales price for such stock (or the
            closing bid, if no sales were reported) as quoted on such exchange
            or system for the date of such determination, as reported in THE
            WALL STREET JOURNAL or such other source as the Committee deems
            reliable, or;

     (2)    If the Common Stock is regularly quoted by a recognized securities
            dealer but selling prices are not reported, its Fair Market Value
            shall be the mean of the closing bid and asked prices for the Common
            Stock on the date of such determination, as reported in The Wall
            Street Journal or such other source as the Committee deems reliable,
            or;

     (3)    In the absence of an established market for the Common Stock, the
            Fair Market Value thereof shall be determined in good faith by the
            Board.

"GRANT DATE" means a date on which an Eligible Employee is granted an option
under the Plan pursuant to Section 5.

"GRANT PRICE" means the Fair Market Value of a Share on the Grant Date for such
option.

"OFFERING PERIOD" means the period beginning on the Effective Date and ending on
the date designated by the Committee and each period, if any, thereafter
designated by the Committee; provided, that each period shall in no event end
later than twenty-seven (27) months from the Grant Date. The Offering Period may
but need not be the same as the Purchase Period, as determined by the Committee.

"PARTICIPANT" means an Eligible Employee who has enrolled in the Plan pursuant
to Section 4.

"PLAN" means this Dade Behring International Employee Stock Purchase Plan.

"PURCHASE DATE" with respect to a Purchase Period means the last Trading Day in
such Purchase Period.

"PURCHASE DATE PRICE" means the Fair Market Value of a Share on the applicable
Purchase Date.

"PURCHASE PERIOD" means the period beginning on the Effective Date and ending on
the date designated by the Committee and each period, if any, thereafter
designated by the Committee; provided, that each period shall, in no event end
later than twenty-seven (27) months from the Grant Date.

                                       A-2
<Page>

"PURCHASE PRICE" means the price designated by the Committee, at which each
Share may be purchased under any option, but in no event less than eighty-five
percent (85%) of the lesser of:

     (1)    The Grant Price and

     (2)    The Purchase Date Price.

"SHARES" means shares of the Company's Common Stock.

"SUBSIDIARY" means a corporation, domestic or foreign, of which not less than
50% of the combined voting power is held by the Company or a Subsidiary, whether
or not such corporation now exists or is hereafter organized or acquired by the
Company or a Subsidiary.

"TRADING DAY" means a day on which the Nasdaq stock market or other alternative
exchange or service on which the Common Stock is traded, listed or quoted is
open for trading.

                                       A-3

</TEXT>
</DOCUMENT>
