E. Termination of Service    Termination of Service shall mean voluntary resignation of service by the Executive (exclusiveof early retirement or disability) or the Corporation’s discharge of the Executive for due cause.  F. Specified Employee    Specified Employee shall have the meaning defined in IRC Section 409A, as amended.II. ARTICLE TWO — EMPLOYMENT A. Employment    Corporation agrees to employ Executive in such capacity as the Corporation may from time totime determine with such duties, responsibilities and compensation as determined by the Boardof Directors.    Executive agrees to remain in the Corporation’s employment; to devote his full time andattention exclusively to the business of the Corporation and to use his best efforts to providefaithful and satisfactory service to Corporation.    Employment services shall include temporary disability not to exceed three months and“leaves of absence” specifically granted Executive by the Board of Directors.  B. No Employment Agreement Created    No provision of this Agreement shall be deemed to restrict or limit any existing employmentagreement by and between the Corporation and the Executive nor shall any conditions hereincreate specific employment rights to the Executive nor limit the right of the Corporation todischarge the Executive with or without cause. In a similar fashion, no provision shall limit theExecutive’s rights to voluntarily sever his employment at any time.III. ARTICLE THREE — BENEFITS   The following benefits provided by the Corporation to the Executive are in the nature of a fringe benefitand shall in no event be construed to effect nor limit the Executive’s current or prospective salaryincreases, cash bonuses or profit-sharing distributions or credits. All benefits paid pursuant to the termsof this Agreement are subject to applicable federal, state and local withholding and income taxes. A. Retirement Benefits    If the Executive shall remain in the employment of the Corporation until the NormalRetirement Date defined in Article One, then, in such event, he shall be entitledto receive monthly from the Corporation an amount equal to the maximum valuesupported by the key employee life insurance policy (Equitable Life policy #44 253538) on the life of the Executive owned by the Corporation. However, in no eventshall the monthly payment to the Executive be less than $3,000. In the eventthat the value of this life insurance policy is not sufficient to fund a monthlypayment of $3,000 for 120 months, the Corporation shall fund the shortfall. On thefirst day of the seventh month following such “Normal Retirement Date.” TheExecutive shall receive in a single sum the first seven months of such payments.Thereafter, commencing on the first day of the eighth month following such NormalRetirement Date, the payments shall continue for a period of 113 months.    The maximum value of this retirement benefit shall be calculated by arepresentative of the life insurance company based on the policy account value at“Normal Retirement Date.” An estimate of the level monthly payments to beprovided at retirement shall be calculated by saidrepresentative and provided to the Corporation for communication to the Executive onan annual basis.
 
 

 
   In the event that the Executive should die following Normal Retirement but before theexpiration of 120 months, the unpaid balance of such monthly payments shall be commuted at8% and paid in a single sum to the beneficiary selected by the Executive in theBeneficiary Designation Form provided by the Corporation. In the absence of or failure ofthe Executive to designate a beneficiary, the unpaid balance of such monthly paymentsshall be commuted at 8% and paid in a single sum to the Executive’s estate. Forpurposes of this paragraph, the single sum amount shall be paid to the beneficiaryselected by the Executive, or paid to the Executive’s estate, as the case may be, on thefirst day of the first month following the month of death.  B. Early Retirement or Severance Benefit    Executive shall be entitled to receive Early Retirement or Severance Benefits,as those terms are defined herein, provided he shall have attained the age of60 and completed 15 years of service or, in the alternative, is discharged withoutcause. Executive shall be entitled to receive monthly, for a continuous period of120 months, level retirement benefits determined by multiplying the NormalRetirement Benefit determined in Paragraph A of this Article by the followingfraction:The numerator of which is the actual number of months the Executivehas been employed by the Corporation beginning January 19, 1995 until his earlyretirement or the date of his discharge without cause, and;The denominator of which is the total number of months the Executivewould have worked from January 19, 1995 until his Normal Retirement Date.   Such level retirement benefits shall commence on the first day of the seventh monthfollowing separation of service, whereby the Executive shall receive in a singlesum the first seven months of such payments. Thereafter, commencing on thefirst day of the eighth month following separation of service, such levelretirement benefits shall continue for a period of 113 months.    In the event that the Executive should die following separation of service butbefore the expiration of the 120 months, the unpaid balance of suchmonthly payments shall be commuted at 8% and paid in a single sum to thebeneficiary selected by the Executive in the Beneficiary Designation Formprovided by the Corporation. In the absence or failure of the Executive todesignate a beneficiary, the unpaid balance of such monthly payments shall becommuted at 8% and paid in a single sum to the Executive’s estate. Forpurposes of this paragraph, the single sum amount will be paid to the beneficiaryselected by the Executive, or paid to the Executive’s estate, as the case may be, on thefirst day of the first month following the month of death.  C. Termination of Service or Voluntary Resignation    Should Executive voluntarily resign from his employment or should he be discharged forcause (exclusive of Early Retirement), all Executive’s benefits under thisAgreement shall be forfeited and this Agreement shall become null and void. If adispute arises as to discharge “for cause”, such dispute shall be resolved as set forth inArticle VI. B.
 
 

 
 D. Death Benefit Prior to Retirement    Should the Executive die before the Normal Retirement Date (exclusive of EarlyRetirement or Severance), the Corporation agrees to pay to the Executive’sdesignated beneficiary in the Beneficiary Designation Form, or in theabsence or failure of the Executive to designate a beneficiary, to theExecutive’s estate, a single sum of $350,000 on the first day of thefirst month following the Executive’s death.    In the event the Executive’s death shall be the result of suicide withina two-year period following the effective date of this Agreement, thenno death benefits shall be payable to the Executive or his designatedbeneficiary.IV. ARTICLE FOUR — RESTRICTIONS UPON FUNDING   Corporation shall have no obligation to set aside, earmark or entrust any fundor money with which to pay its obligations under this Agreement. The Executive, hisbeneficiaries or any successor in interest to him shall be and remain simply ageneral creditor of the Corporation in the same manner as any other creditorhaving a general claim for matured and unpaid compensation.   The Corporation reserves the absolute right at its sole discretion toeither fund the obligations undertaken by this Agreement or to refrain fromfunding the same and to determine the extent nature, and method of such funding.   Should Corporation elect to fund this Agreement, in whole or in part, throughthe purchase of life insurance, mutual funds, disability policies or annuities,the Corporation reserves the absolute right, in its sole discretion, to terminatesuch funding at any time, in whole or in part. At no time shall Executive be deemed to haveany lien nor right, title or interest in or to any specific funding investment or to anyassets of the Corporation.   If Corporation elects to invest in a life insurance, disability or annuity policy upon thelife of Executive, then Executive shall assist the Corporation by freely submitting to aphysical exam and supplying such additional information necessary to obtain such insuranceor annuities. V. ARTICLE FIVE — MISCELLANEOUS A. Alienability and Assignment Prohibition    Except to the extent provided below, neither Executive, his widow nor anyother beneficiary under this Agreement shall have any power or right totransfer, assign, anticipate, hypothecate, mortgage, commute, modify orotherwise encumber in advance any of the benefits payable hereunder norshall any of said benefits be subject to seizure for the payment of anydebts, judgments, alimony or separate maintenance owed by the Executive orhis beneficiary, nor be transferable by operation of law in the eventof bankruptcy, insolvency or otherwise. In the event Executive or anybeneficiary attempts assignment, commutation, hypothecation, transfer or disposalof the benefits hereunder, the Corporation’s liabilities shall forthwithcease and terminate. Notwithstanding the preceding prohibition, in theevent Executive and his spouse divorce, the value of the benefits payablehereunder may be subject to the division for the benefit of Executive’sspouse pursuant to a divorce decree or other similar domestic relationsorder.  B. Binding Obligation of Corporation and Any Successor in Interest    This Agreement shall be binding upon the parties hereto, their successors,beneficiaries, heirs and personal representatives.
 
 

 
 C. Amendment and Revocation    It is agreed by and between the parties hereto that, during the lifetimeof the Executive, this Agreement may be amended or revoked at any time ortimes, in whole or in part, by the mutualwritten assent of the Executive and the Corporation. For any benefits not yetaccrued pursuant to Article III. B., the Corporation shall have the solediscretion to amend or revoke this Agreement at any time or times, inwhole or in part, by a written amendment. For purposes hereof, benefitsshall be considered to have accrued only to the extent of theExecutive’s entitlement under Article III. B. determined as if theExecutive is discharged without cause as of the date of the amendment.  D. Gender    Whenever in this Agreement words are used in the masculine or neutergender, they shall be read and construed as in the masculine, feminineor neuter gender, whenever they should so apply.  E. Effect on Other Corporation Benefit Plans    Nothing contained in this Agreement shall affect the right of the Executive toparticipate in or be covered by any qualified or non-qualified pension,profit sharing, group, bonus or other supplemental compensation or fringebenefit plan constituting a part of Corporation’s existing or futurecompensation structure.  F. Non-compete Agreement    In the event the Executive violates any non-competition and confidentialityagreement (or similar agreement) with the Corporation, determined in thesole and absolute discretion of the Plan Administrator, no furtherbenefits shall be payable pursuant to this Agreement. This provision isin addition to any remedies the Corporation might otherwise have for sucha violation and does not otherwise modify any such agreement.  G. Headings    Headings and Subheadings in this Agreement are inserted for reference andconvenience only and shall not be deemed a part of this Agreement.  H. Applicable Law    The validity and interpretation of this Agreement shall be governed by thelaws of the State of Ohio.VI. ERISA PROVISIONS A. Named Fiduciary and Plan Administrator    The “Named Fiduciary and Plan Administrator” of this plan shallbe the Compensation Committee of the Board of Directors of theCorporation. The Named Fiduciary and Plan Administrator shall beresponsible for the management, control and administration of the SalaryContinuation Agreement as established herein. The Named Fiduciaryand Plan Administrator may delegate to others certain aspects ofthe management and operation responsibilities of the plan includingthe employment of advisors and the delegation of ministerial dutiesto qualified individuals. The Named Fiduciary and Plan Administrator shallhave all powers necessary to discharge its duties under the Agreement,including the sole and absolute authority to interpret and construe theterms and provisions of this Agreement and to determine eligibility forbenefits hereunder.
 
 

 
 B. Claims Procedure    In the event that benefits under this Agreement are not paid to theExecutive (or to his beneficiary in the case of the Executive’s death)and such claimants feel they are entitled toreceive such benefits, then a written claim must be made to the NamedFiduciary and Plan Administrator named above within 60 days from the datepayments are refused. The Named Fiduciary and Plan Administrator shallreview the written claim and if the claim is denied, in whole or inpart, shall provide in writing within 90 days of receipt of such claim,the specific reasons for such denial, reference to the provisions of thisAgreement upon which the denial is based and any additional material orinformation necessary to perfect the claim. Such written notice shallfurther indicate the additional steps to be taken by claimants if a further reviewof the claim denial is desired. A claim shall be deemed denied if theNamed Fiduciary and Plan Administrator fails to take any action within theaforesaid 90-day period.    If claimants desire a second review, they shall notify the NamedFiduciary and Plan Administrator in writing within 60 days of thefirst claim denial. Claimants may review the Agreement or any documentsrelating thereto and submit any written issues and comments they may feelappropriate. In its sole discretion, the Named Fiduciary and PlanAdministrator shall then review the second claim and provide a written decisionwithin 60 days of receipt of such claim. This decision shall likewise statethe specific reasons for the decision and shall include reference tospecific provisions of the Agreement upon which the decision is based.This decision of the Named Fiduciary and Plan Administrator shall be bindingand conclusive upon all parties; and may be overturned by a court ofcompetent jurisdiction only upon a finding that the decision was arbitrary andcapricious.IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read thisAgreement and executed the original thereof on the 29th day of December, 2008 and that, uponexecution, each has received a conforming copy.         WITNESS EXECUTIVE         WITNESS CORPORATION
 
 

 
SALARY CONTINUTATION BENEFICIARY DESIGNATIONExecutive, John A. Kraeutler, under the terms of a certain Salary ContinuationAgreement by and between the Executive and Meridian Bioscience, Inc., dated December 29, 2008,hereby designates the following beneficiary to receive any guaranteed payments of death benefitsunder such Agreement, followinghis death:PRIMARY BENEFICIARY:John A. Kraeutler Trust as Amended and Restated November 16, 2007SECONDARY BENEFICIARY: noneThis beneficiary designation hereby revokes any prior beneficiary designation, which may have beenin effect.Such beneficiary designation is revocable at any time by the Executive.Dated: 12/29/2008         WITNESS EXECUTIVE         WITNESS