8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 17, 2007

DADE BEHRING HOLDINGS, INC.(Exact name of registrant as specified in its charter)

Delaware	000-50010	36-3989270
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1717 Deerfield Road, Deerfield, Illinois 60015

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (847) 267-5300

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 17, 2007, the Board of Directors of Dade Behring Holdings, Inc. (the “Company”) approved amendments to the Chief Executive Officer (“CEO”) employment agreement and approved amendments to the Executive Severance Agreement entered into between the Company and each other Named Executive Officer. The amendments provide for retention and incentive payments that implement the retention arrangements provided for in the Agreement and Plan of Merger by and among Belfast Merger Co., Siemens Corporation and the Company dated as of July 25, 2007 (the “Merger Agreement”) and are contingent upon the occurrence of the Closing as defined in the Merger Agreement (“Closing”) as well as the Named Executive Officer relinquishing certain change in control severance rights under the existing agreements. The amendments to the CEO employment agreement provide for a Retention Payment of $4,136,000 payable on the first anniversary of the Closing and a Long Term Incentive Payment of $3,500,000 payable on the first anniversary of the Closing (provided the Closing occurs by August 23, 2008). Amendments to Executive Severance Agreements provide for Retention Payments and Long Term Incentive Payments under similar terms for the Chief Operating Officer of €1,908,000 and €916,150; for the Chief Financial Officer of $1,645,000 and $1,000,000; for the Chief Strategy and Technology Officer of $1,800,000 and $1,100,000; and for the Senior Vice President, General Counsel of $1,522,500 and $800,000 respectively. Although the payments are generally conditioned upon the Named Executive Officer remaining employed by the Company through the first anniversary of the Closing, the payments will also generally be made if the Named Executive Officer’s employment is terminated by the Company without cause or by the Named Executive Officer for good reason prior to such date.

The foregoing description is qualified in its entirety by reference to the amendments, a copy of the amendment to the CEO employment agreement and the form of amendment for other Named Executive Officers are filed as exhibits 10.1and 10.2, to this Current Report on Form 8-K and are herein incorporated by reference.

Item 9.01. Exhibits.

(d)Exhibits.

10.1Amendment to Amended and Restated Employment Agreement between James Reid-Anderson and Dade Behring Inc.

10.2Form of Executive Severance Agreement Amendment

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DADE BEHRING HOLDINGS, INC.
Dated: August 23, 2007	By:	/s/ John M. Duffey
		Name	John M. Duffey
		Title:	Chief Financial Officer

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EX-10.1

Exhibit 10.1

AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Dade Behring Inc., a Delaware corporation (“Company”) and James Reid-Anderson (“Executive”) entered into an amended and restated employment agreement effective June 1, 2001 (“Employment Agreement”).  The Company and Executive desire to amend the Employment Agreement to provide retention and incentive payments consistent with the retention and incentive payments being provided to other executive officers in connection with the transactions contemplated by the Agreement and Plan of Merger by and among Siemens Corporation, Belfast Merger Co. and Dade Behring Holdings, Inc. dated as of July 25, 2007 and to formalize the practice of the annual incentive program.  The Company and Executive hereby agree to amend the Employment Agreement as follows:

1.             Section 3(d) and the corresponding Exhibit A are deleted in their entirety and the following is substituted for Section 3(d):

Executive will be paid $4,136,000 (“Retention Payment”) on the first anniversary of the Closing (as defined in the Agreement and Plan of Merger by and among Siemens Corporation, Belfast Merger Co. and Dade Behring Holdings, Inc. dated as of July 25, 2007) (“Closing”) if Executive remains employed by the Company through such first anniversary.   If the Employment Period is terminated by the Company without Cause or by Executive for Good Reason on or after the Closing but prior to such first anniversary of the Closing, Executive will be paid the Retention Payment in one lump sum within thirty (30) days after the termination by the Company without Cause or by Executive for Good Reason.

Executive will also be paid $3,500,000 (“Long-Term Incentive Payment”) on the first anniversary of the Closing (provided the Closing occurs by August 23, 2008) if Executive remains employed by the Company through such first anniversary.  If the Employment Period is terminated by the Company without Cause or by Executive for Good Reason prior to such first anniversary of the Closing, Executive will be paid the Long-Term Incentive Payment in one lump sum within thirty (30) days after the termination by the Company without Cause or by Executive for Good Reason.

2.             In the first sentence of Section 4(b) the words “during the term of this Agreement” are deleted in their entirety and the following words are substituted therefore “anytime during the term of this Agreement with respect to Section

4(b)(iii) and prior to the Closing or on or after the first anniversary of the Closing with respect to Section 4(b)(i) and Section 4(b)(ii)”.

3.             The following shall be added as Section 4(b)(iii) after Section 4(b)(ii) and the period at the end of 4(b)(ii) shall be deleted and “; and” substituted therefore:

an amount equal to the bonus the Executive would have received had the Executive remained employed for the entire bonus period (the amount to be determined by the Board in good faith), prorated based on the number of days that have elapsed during the year through the date on which the Executive’s employment terminates (and payable in accordance with the normal Company policy).

4.             The following shall be added as a new Section 18:

409A COMPLIANCE.  The Company and Executive will cooperate in good faith, without changing the basic economic terms of this Agreement, to ensure that the payments and benefits set forth in this Agreement are not subject to the additional 20% tax set forth in section 409A of the Internal Revenue Code of 1986, as amended.

5.             In all other respects, the Employment Agreement, as amended, remains in full force and effect.

	DADE BEHRING INC.
By:	/s/ Kathleen Kennedy
	KATHLEEN KENNEDY
Its:	Senior Vice President Human Resources
	/s/ James Reid-Anderson
	JAMES REID-ANDERSON

EX-10.2

Exhibit 10.2

FORM OF EXECUTIVE SEVERANCE AGREEMENT AMENDMENT

Date:
To:	Participant
From:	Kathy Kennedy
Subject:	EXECUTIVE SEVERANCE AGREEMENT AMENDMENT

As part of the executive leadership team, you will play an important role in the upcoming Siemens acquisition and our success as we move through this transition period.  This agreement (“Agreement”) amends your executive severance agreement effective                        (“Executive Severance Agreement”) to provide retention payments in lieu of certain additional Change in Control severance provided by your current Executive Severance Agreement and to provide certain additional incentive payments.  If you agree to such amendment of your Executive Severance Agreement, please sign below.

1.             In Section 1(A), the words “other than as set forth in Section 1(B)” are deleted in their entirety and the words “after the first anniversary of the Closing (as defined in the Agreement and Plan of Merger by and among Siemens Corporation, Belfast Merger Co. and Dade Behring Holdings, Inc., dated as of July 25, 2007) (“Closing”)” are substituted therefore.

2.             The first sentence of Section 1(B) is deleted in its entirety and the following is substituted therefore:

You will be paid $                       (“Retention Payment”) on the first anniversary of the Closing if you remain employed by the Company through such first anniversary.  If you are “involuntarily terminated” (as defined in Section 2 below) prior to such first anniversary of the Closing, you will be paid your Retention Payment in one lump sum within thirty (30) days after the involuntary termination.

3.             The following is added to Section 1(B)

You will also be paid $                       (“Long-Term Incentive Payment”) on the first anniversary of the Closing (provided the Closing occurs by August 23, 2008) if you remain employed by the Company through such first anniversary.  If you are “involuntarily terminated” (as defined in Section 2 below) prior to such first anniversary of the Closing, you will be paid your Long-Term Incentive Payment in one lump sum within thirty (30) days after the involuntary termination.

4.             In the second sentence of Section 1(C), the words “one year following an involuntary termination described in Section 1(A) or two years following an involuntary termination described in Section 1(B)” are deleted in their entirety and the words “one year following an involuntary termination other than in an involuntary termination prior to the second anniversary of the Closing or two years following an involuntary termination prior to the second anniversary of the Closing” are substituted therefore.

5.             In Section 1(E), the words “Dade Behring Holdings, Inc.” are deleted in their entirety and the words “Siemens Medical Solutions U.S.A., Inc.” are substituted therefore.

6.             For purposes of clarity, the words “by the Company” in the introductory provision of Section 2 are deleted in their entirety and Section 2(A)(i) is deleted in its entirety and the following substituted therefore:

(i)            a diminution in your position (including status, titles or reporting requirements), authority, duties or responsibilities (including the assignment to you of any duties inconsistent with your position, authority, duties or responsibilities) or terms and conditions of employment as outlined in the employment offer letter provided you no later than ten (10) days after the Closing in connection with your employment after the Closing, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by you,

7.             In the second sentence of Section 4, the words “other than pursuant to Section 1(B) or for two years thereafter if your employment terminates pursuant to Section 1(B)” are deleted in their entirety and the words “other than in an involuntary termination prior to the second anniversary of the Closing or two years thereafter if you are involuntarily terminated prior to the second anniversary of the Closing” are substituted therefore.

8.             A new Section 16 is added to the Executive Severance Agreement as follows:

The Company and you will cooperate in good faith, without changing the basic economic terms of this letter agreement, to ensure that the payments and benefits set forth in this letter agreement are not subject to the additional 20% tax set forth in section 409A of the Internal Revenue Code of 1986, as amended.

9.             Except for item 8 of this Agreement, the amendments set forth in this Agreement are contingent upon the occurrence of the Closing and shall not be effective unless and until the Closing occurs.  If you are not offered a position, no amendments set forth in this Agreement except for items 3 and 8 shall be effective and the Executive Severance Agreement as in effect prior to this Agreement shall remain in full force and effect.  If you do not accept the position offered you within ten (10) days after the Closing, no amendments set forth in this Agreement except for item 8 shall be effective and the Executive Severance Agreement as in effect prior to this Agreement shall remain in full force and effect.

10.           In all other respects, the Executive Severance Agreement, as amended, remains in full force and effect.

Working together, we can leverage our strengths, manage through our challenges and anticipate a very positive future.  I very much look forward to working with you as we progress together.

Congratulations!

/s/ Kathy Kennedy

Kathy Kennedy

Senior Vice President Human Resources

Agreed and Acknowledged

Participant Name

FORM OF GERMAN EXECUTIVE SEVERANCE AGREEMENT AMENDMENT

Date:
Subject:	Retention and Incentive Payments
From:	Kathy Kennedy
To:	Participant Name

As part of the executive leadership team, you will play an important role in the upcoming Siemens acquisition and our success as we move through this transition period.  This agreement (“Agreement”) amends your executive severance agreement dated                        (“Executive Severance Agreement”) to provide retention payments in lieu of certain additional Change in Control severance provided by your current Executive Severance Agreement and to provide certain additional incentive payments.  If you agree to such amendment of your Executive Severance Agreement, please sign below.

1.             In Section 1(A), the words “other than as set forth in Section 1(B)” are deleted in their entirety and the words “after the first anniversary of the Closing (as defined in the Agreement and Plan of Merger by and among Siemens Corporation, Belfast Merger Co. and Dade Behring Holdings, Inc., dated as of July 25, 2007) (“Closing”)” are substituted therefore.

2.             The first sentence of Section 1(B) is deleted in its entirety and the following is substituted therefore:

You will be paid €                       (“Retention Payment”) on the first anniversary of the Closing if you remain employed by the Company through such first anniversary.  If you are “involuntarily terminated” (as defined in Section 2 below) prior to such first anniversary of the Closing, you will be paid your Retention Payment in one lump sum within thirty (30) days after the involuntary termination.

3.             The following is added to Section 1(B)

You will also be paid €                       (“Long-Term Incentive Payment”) on the first anniversary of the Closing (provided the Closing occurs by August 23, 2008) if you remain employed by the Company through such first anniversary.  If you are “involuntarily terminated” (as defined in Section 2 below) prior to such first anniversary of the Closing, you will be paid your Long-Term Incentive Payment in one lump sum within thirty (30) days after the involuntary termination.

4.             In the second sentence of Section 1(C), the words “one year following an involuntary termination described in Section 1(A) or two years following an involuntary termination described in Section 1(B)” are deleted in their entirety and the words “one year following an involuntary termination other than in an

involuntary termination prior to the second anniversary of the Closing or two years following an involuntary termination prior to the second anniversary of the Closing” are substituted therefore.

5.             In Section 1(E), the words “Dade Behring Holdings, Inc.” are deleted in their entirety and the words “Siemens Medical Solutions U.S.A., Inc.” are substituted therefore.

6.             For purposes of clarity, the words “by the Company” in the introductory provision of Section 2 are deleted in their entirety and Section 2(A)(i) is deleted in its entirety and the following substituted therefore:

(i)            a diminution in your position (including status, titles or reporting requirements), authority, duties or responsibilities (including the assignment to you of any duties inconsistent with your position, authority, duties or responsibilities) or terms and conditions of employment as outlined in the employment offer letter provided you no later than ten (10) days after the Closing in connection with your employment after the Closing, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by you,

7.             A new Section 17 is added to the Executive Severance Agreement as follows:

The Company and you will cooperate in good faith, without changing the basic economic terms of this letter agreement, to ensure that the payments and benefits set forth in this letter agreement are not subject to the additional 20% tax set forth in section 409A of the Internal Revenue Code of 1986, as amended.

8.             Except for item 7 of this Agreement, the amendments set forth in this Agreement are contingent upon the occurrence of the Closing and shall not be effective unless and until the Closing occurs.  If you are not offered a position, no amendments set forth in this Agreement except for items 3 and 7 shall be effective and the Executive Severance Agreement as in effect prior to this Agreement shall remain in full force and effect.  If you do not accept the position offered you within ten (10) days after the Closing, no amendments set forth in this Agreement except for item 7 shall be effective and the Executive Severance Agreement as in effect prior to this Agreement shall remain in full force and effect.

9.             In all other respects, the Executive Severance Agreement, as amended, remains in full force and effect.

Working together, we can leverage our strengths, manage through our challenges and anticipate a very positive future.  I very much look forward to working with you as we progress together.

Congratulations!

/s/ Kathy Kennedy

Kathy Kennedy

Senior Vice President Human Resources

Agreed and Acknowledged

Participant Name