EX-10.28.A



 








Exhibit 10.28a




AMENDED AND RESTATED

AGREEMENT CONCERNING DISABILITY AND DEATH




     The Agreement entered into September 10, 2003 by and between MERIDIAN BIOSCIENCE, INC. and
WILLIAM J. MOTTO is hereby amended and restated in its entirety
effective this 3rd day of July,
2007.



     WHEREAS, Motto has been employed by Meridian and has rendered faithful and competent services
to Meridian; and



     WHEREAS, Meridian and Motto entered into this Agreement to replace Split Dollar Agreements
dated February 8, 1996 and May 1, 1995; and



     WHEREAS, Meridian desires to have a death and disability program for Motto to provide
protection to Motto and his family should his death or disability occur while employed by Meridian;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements hereafter set forth,
the parties agree as follows:




	 	1.	 	Meridian shall make a monthly payment to Motto for up to 60 months if
Motto meets the definition of “Disability” in Section 5 below while employed by
Meridian. The gross amount of each monthly payment shall be equal to 60% of the
average total annual salary and bonus paid by Meridian to Motto during Meridian’s
three fiscal years ending immediately before Motto’s Disability commenced divided
by twelve. Any such payments to Motto shall be reduced by the gross amount of any
payments made to Motto through any group or other disability insurance policy or
program maintained by Meridian. Provided, however, that no such monthly payment
shall be made after either the month of Motto’s death or the month that Motto
ceases to meet the definition of “Disability” in Section 5 below. Meridian may
fulfill its obligation under this Section by purchasing insurance coverage.
	 
	 	2.	 	If Motto dies while employed by Meridian or while receiving the
Disability payments described in Section 1 above, Meridian shall pay $1 million to
the designated beneficiaries of Motto or, if none, to Motto’s estate, reduced by
the gross amount of any payments made as Disability compensation pursuant to
Section 1 above and also reduced by any other insurance proceeds on Motto’s life
received by Motto’s estate or beneficiaries from any policies of life insurance
maintained by Meridian except for the proceeds of any group life insurance
maintained by Meridian for its employees.
	 
	 	3.	 	Meridian shall maintain health insurance coverage for Motto and his
spouse and the survivor of them for a period of five years after Motto’s employment
with Meridian ends because of Motto’s death or Disability. The health insurance
coverage shall be at levels comparable for executives in Motto’s position at the
time that Motto’s employment with Meridian has ended as determined by Meridian.
This shall satisfy Meridian’s obligation to provide continuation coverage to Motto
and his spouse under Section 4980B of the Internal Revenue Code of 1986.
	 
	 	4.	 	Motto or, after his death, his estate or heirs, shall have the right to
cause Meridian, on three separate occasions after September 30, 2003, to register
for public sale under the Securities Act of 1933 those shares of Meridian Common
Stock beneficially owned by Motto during his lifetime or at his death which may
not, at the time of request, be publicly sold without registration. The right to
request such registration shall end five years after Motto’s death. This
registration right is conditioned upon Meridian being able to utilize the SEC’s
short-form registration statement, Form S-3, or its equivalent. Meridian shall
bear all costs of the registration except brokerage commissions which shall be the
responsibility of the seller.




 









 






	 	5.	 	For purposes of this Agreement, “Disability” shall be defined as in the
group disability policy under which Meridian covers Motto or his successor. In the
absence of such a policy, “Disability” shall mean an injury or disease which was
not intentionally self-inflicted and which Meridian at its sole discretion,
determines, on the basis of such evidence and information as it deems satisfactory,
causes Motto to be completely and indefinitely incapable of performing his regular
duties for Meridian.
	 
	 	6.	 	Motto shall be responsible for all taxes, including, without
limitation, federal, state or local taxes, related to any action taken by Meridian
pursuant to this Agreement.
	 
	 	7.	 	The parties’ Split Dollar Agreements dated February 8, 1996 and May 1,
1995 were cancelled by Meridian and Motto effective upon the execution of this
Agreement on September 10, 2003.
	 
	 	8.	 	This Agreement may not be amended or modified except by written
instrument signed by Meridian and Motto.
	 
	 	9.	 	This Agreement shall be binding upon the parties hereto and their
successors, assigns, executors, administrators and beneficiaries.
	 
	 	10.	 	This Agreement shall be subject to and construed according to the laws
of the State of Ohio.





     IN WITNESS WHEREOF, Meridian and Motto have execute this Agreement on the day and year first
above written.



	 	 	 	 	 	 	 
	 	 	MERIDIAN BIOSCIENCE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	 	 	 
	 

	 	 	 	 

Melissa A. Lueke
	 	 
	 

	 	 	 	Vice President, Chief Financial Officer
and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	William J. Motto