Exhibit 10.16





Exhibit 10.16




SALARY CONTINUATION AGREEMENT




This Salary Continuation Agreement (the “Agreement”) is dated December 29, 2008
between Meridian Bioscience, Inc., an Ohio Corporation (the “Corporation”) and John A.
Kraeutler, Chief Executive Officer (“Executive”).



WITNESSETH:




WHEREAS, the Corporation and Executive wish to amend a salary continuation agreement
dated January 19, 1995, and previously amended on April 24, 2001, to be compliant
with Section 409A of the Internal Revenue Code, as amended;



WHEREAS, Executive is a Specified Employee as defined in Article I below;




WHEREAS, it is the consensus of the Board of Directors that Executive’s services have
been of exceptional merit, in excess of the compensation paid and an invaluable
contribution to the profits and position of the Corporation in its field of activity;



WHEREAS, the Board of Directors further believes that Executive’s experience, knowledge of
corporate affairs, reputation and industry contacts are of such value and his continued services
so essential to Corporation’s future growth and profits that it would suffer severe financial loss
should Executive terminate his services; and



WHEREAS, it is the desire of the Corporation and the Executive to enter into this
Agreement under which the Corporation will agree to make certain payments to Executive upon his
retirement or disability and, alternatively, to his beneficiaries in the event of his premature
death while employed by Corporation.



NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained,
the Corporation and the Executive, agree as follows:




	I.	 	ARTICLE ONE — DEFINITIONS







	 	A.	 	Effective Date

	 
	 	 	 	The effective date of this Agreement shall be January 19, 1995.

	 
	 	B.	 	Normal Retirement Date

	 
	 	 	 	The Normal Retirement Date shall mean retirement from service with the
Corporation which
becomes effective on the first day of the calendar month following the
month in which the
Executive reaches his 62nd birthday.

	 
	 	C.	 	Early Retirement Date

	 
	 	 	 	Early Retirement Date shall mean a retirement from service which is
effective prior to the
Normal Retirement Date, stated above, provided the Executive has attained
age 60 and shall
have completed 15 years of service.

	 
	 	D.	 	Severance Benefits

	 
	 	 	 	Severance Benefits shall mean those benefits to which the Executive is entitled in
the event he is discharged by the Corporation without due cause. Any
dispute as to determination of “due cause” shall be subject to the terms of
Article VI.B., “Claims Procedure”.





 


 









 






	 	E.	 	Termination of Service

	 
	 	 	 	Termination of Service shall mean voluntary resignation of service by the Executive (exclusive
of 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 to
time determine with such duties, responsibilities and compensation as determined by the Board
of Directors.

	 
	 	 	 	Executive agrees to remain in the Corporation’s employment; to devote his full time and
attention exclusively to the business of the Corporation and to use his best efforts to provide
faithful 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 employment
agreement by and between the Corporation and the Executive nor shall any conditions herein
create specific employment rights to the Executive nor limit the right of the Corporation to
discharge the Executive with or without cause. In a similar fashion, no provision shall limit the
Executive’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 benefit
and shall in no event be construed to effect nor limit the Executive’s current or prospective salary
increases, cash bonuses or profit-sharing distributions or credits. All benefits paid pursuant to the terms
of 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 Normal
Retirement Date defined in Article One, then, in such event, he shall be entitled
to receive monthly from the Corporation an amount equal to the maximum value
supported by the key employee life insurance policy (Equitable Life policy #44 253
538) on the life of the Executive owned by the Corporation. However, in no event
shall the monthly payment to the Executive be less than $3,000. In the event
that the value of this life insurance policy is not sufficient to fund a monthly
payment of $3,000 for 120 months, the Corporation shall fund the shortfall. On the
first day of the seventh month following such “Normal Retirement Date.” The
Executive 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 Normal
Retirement Date, the payments shall continue for a period of 113 months.

	 
	 	 	 	The maximum value of this retirement benefit shall be calculated by a
representative of the life insurance company based on the policy account value at
“Normal Retirement Date.” An estimate of the level monthly payments to be
provided at retirement shall be calculated by said
representative and provided to the Corporation for communication to the Executive on
an annual basis.





 


 









 






	 	 	 	In the event that the Executive should die following Normal Retirement but before the
expiration of 120 months, the unpaid balance of such monthly payments shall be commuted at
8% and paid in a single sum to the beneficiary selected by the Executive in the
Beneficiary Designation Form provided by the Corporation. In the absence of or failure of
the Executive to designate a beneficiary, the unpaid balance of such monthly payments
shall be commuted at 8% and paid in a single sum to the Executive’s estate. For
purposes of this paragraph, the single sum amount shall be paid to the beneficiary
selected by the Executive, or paid to the Executive’s estate, as the case may be, on the
first 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 of
60 and completed 15 years of service or, in the alternative, is discharged without
cause. Executive shall be entitled to receive monthly, for a continuous period of
120 months, level retirement benefits determined by multiplying the Normal
Retirement Benefit determined in Paragraph A of this Article by the following
fraction:







The numerator of which is the actual number of months the Executive
has been employed by the Corporation beginning January 19, 1995 until his early
retirement or the date of his discharge without cause, and;




The denominator of which is the total number of months the Executive
would have worked from January 19, 1995 until his Normal Retirement Date.




	 	 	 	Such level retirement benefits shall commence on the first day of the seventh month
following separation of service, whereby the Executive shall receive in a single
sum the first seven months of such payments. Thereafter, commencing on the
first day of the eighth month following separation of service, such level
retirement benefits shall continue for a period of 113 months.

	 
	 	 	 	In the event that the Executive should die following separation of service but
before the expiration of the 120 months, the unpaid balance of such
monthly payments shall be commuted at 8% and paid in a single sum to the
beneficiary selected by the Executive in the Beneficiary Designation Form
provided by the Corporation. In the absence or failure of the Executive to
designate a beneficiary, the unpaid balance of such monthly payments shall be
commuted at 8% and paid in a single sum to the Executive’s estate. For
purposes of this paragraph, the single sum amount will be paid to the beneficiary
selected by the Executive, or paid to the Executive’s estate, as the case may be, on the
first 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 for
cause (exclusive of Early Retirement), all Executive’s benefits under this
Agreement shall be forfeited and this Agreement shall become null and void. If a
dispute arises as to discharge “for cause”, such dispute shall be resolved as set forth in
Article VI. B.





 


 









 






	 	D.	 	Death Benefit Prior to Retirement

	 
	 	 	 	Should the Executive die before the Normal Retirement Date (exclusive of Early
Retirement or Severance), the Corporation agrees to pay to the Executive’s
designated beneficiary in the Beneficiary Designation Form, or in the
absence or failure of the Executive to designate a beneficiary, to the
Executive’s estate, a single sum of $350,000 on the first day of the
first month following the Executive’s death.

	 
	 	 	 	In the event the Executive’s death shall be the result of suicide within
a two-year period following the effective date of this Agreement, then
no death benefits shall be payable to the Executive or his designated
beneficiary.







	IV.	 	ARTICLE FOUR — RESTRICTIONS UPON FUNDING

	 
	 	 	Corporation shall have no obligation to set aside, earmark or entrust any fund
or money with which to pay its obligations under this Agreement. The Executive, his
beneficiaries or any successor in interest to him shall be and remain simply a
general creditor of the Corporation in the same manner as any other creditor
having a general claim for matured and unpaid compensation.

	 
	 	 	The Corporation reserves the absolute right at its sole discretion to
either fund the obligations undertaken by this Agreement or to refrain from
funding 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, through
the purchase of life insurance, mutual funds, disability policies or annuities,
the Corporation reserves the absolute right, in its sole discretion, to terminate
such funding at any time, in whole or in part. At no time shall Executive be deemed to have
any lien nor right, title or interest in or to any specific funding investment or to any
assets of the Corporation.

	 
	 	 	If Corporation elects to invest in a life insurance, disability or annuity policy upon the
life of Executive, then Executive shall assist the Corporation by freely submitting to a
physical exam and supplying such additional information necessary to obtain such insurance
or annuities.

	 
	V.	 	ARTICLE FIVE — MISCELLANEOUS







	 	A.	 	Alienability and Assignment Prohibition

	 
	 	 	 	Except to the extent provided below, neither Executive, his widow nor any
other beneficiary under this Agreement shall have any power or right to
transfer, assign, anticipate, hypothecate, mortgage, commute, modify or
otherwise encumber in advance any of the benefits payable hereunder nor
shall any of said benefits be subject to seizure for the payment of any
debts, judgments, alimony or separate maintenance owed by the Executive or
his beneficiary, nor be transferable by operation of law in the event
of bankruptcy, insolvency or otherwise. In the event Executive or any
beneficiary attempts assignment, commutation, hypothecation, transfer or disposal
of the benefits hereunder, the Corporation’s liabilities shall forthwith
cease and terminate. Notwithstanding the preceding prohibition, in the
event Executive and his spouse divorce, the value of the benefits payable
hereunder may be subject to the division for the benefit of Executive’s
spouse pursuant to a divorce decree or other similar domestic relations
order.

	 
	 	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 lifetime
of the Executive, this Agreement may be amended or revoked at any time or
times, in whole or in part, by the mutual
written assent of the Executive and the Corporation. For any benefits not yet
accrued pursuant to Article III. B., the Corporation shall have the sole
discretion to amend or revoke this Agreement at any time or times, in
whole or in part, by a written amendment. For purposes hereof, benefits
shall be considered to have accrued only to the extent of the
Executive’s entitlement under Article III. B. determined as if the
Executive is discharged without cause as of the date of the amendment.

	 
	 	D.	 	Gender

	 
	 	 	 	Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine
or 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 to
participate in or be covered by any qualified or non-qualified pension,
profit sharing, group, bonus or other supplemental compensation or fringe
benefit plan constituting a part of Corporation’s existing or future
compensation structure.

	 
	 	F.	 	Non-compete Agreement

	 
	 	 	 	In the event the Executive violates any non-competition and confidentiality
agreement (or similar agreement) with the Corporation, determined in the
sole and absolute discretion of the Plan Administrator, no further
benefits shall be payable pursuant to this Agreement. This provision is
in addition to any remedies the Corporation might otherwise have for such
a violation and does not otherwise modify any such agreement.

	 
	 	G.	 	Headings

	 
	 	 	 	Headings and Subheadings in this Agreement are inserted for reference and
convenience 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 the
laws of the State of Ohio.







	VI.	 	ERISA PROVISIONS







	 	A.	 	Named Fiduciary and Plan Administrator

	 
	 	 	 	The “Named Fiduciary and Plan Administrator” of this plan shall
be the Compensation Committee of the Board of Directors of the
Corporation. The Named Fiduciary and Plan Administrator shall be
responsible for the management, control and administration of the Salary
Continuation Agreement as established herein. The Named Fiduciary
and Plan Administrator may delegate to others certain aspects of
the management and operation responsibilities of the plan including
the employment of advisors and the delegation of ministerial duties
to qualified individuals. The Named Fiduciary and Plan Administrator shall
have all powers necessary to discharge its duties under the Agreement,
including the sole and absolute authority to interpret and construe the
terms and provisions of this Agreement and to determine eligibility for
benefits hereunder.





 


 









 






	 	B.	 	Claims Procedure

	 
	 	 	 	In the event that benefits under this Agreement are not paid to the
Executive (or to his beneficiary in the case of the Executive’s death)
and such claimants feel they are entitled to
receive such benefits, then a written claim must be made to the Named
Fiduciary and Plan Administrator named above within 60 days from the date
payments are refused. The Named Fiduciary and Plan Administrator shall
review the written claim and if the claim is denied, in whole or in
part, shall provide in writing within 90 days of receipt of such claim,
the specific reasons for such denial, reference to the provisions of this
Agreement upon which the denial is based and any additional material or
information necessary to perfect the claim. Such written notice shall
further indicate the additional steps to be taken by claimants if a further review
of the claim denial is desired. A claim shall be deemed denied if the
Named Fiduciary and Plan Administrator fails to take any action within the
aforesaid 90-day period.

	 
	 	 	 	If claimants desire a second review, they shall notify the Named
Fiduciary and Plan Administrator in writing within 60 days of the
first claim denial. Claimants may review the Agreement or any documents
relating thereto and submit any written issues and comments they may feel
appropriate. In its sole discretion, the Named Fiduciary and Plan
Administrator shall then review the second claim and provide a written decision
within 60 days of receipt of such claim. This decision shall likewise state
the specific reasons for the decision and shall include reference to
specific provisions of the Agreement upon which the decision is based.
This decision of the Named Fiduciary and Plan Administrator shall be binding
and conclusive upon all parties; and may be overturned by a court of
competent jurisdiction only upon a finding that the decision was arbitrary and
capricious.






IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this
Agreement and executed the original thereof on the 29th day of December, 2008 and that, upon
execution, each has received a conforming copy.



	 	 	 
	 
	 	 
	 

	 	 
	WITNESS

	 	EXECUTIVE
	 
	 	 
	 
	 	 
	 

	 	 
	WITNESS

	 	CORPORATION





 


 









 





SALARY CONTINUTATION BENEFICIARY DESIGNATION




Executive, John A. Kraeutler, under the terms of a certain Salary Continuation
Agreement 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 benefits
under such Agreement, followinghis death:



PRIMARY BENEFICIARY:



John A. Kraeutler Trust as Amended and Restated November 16, 2007




SECONDARY BENEFICIARY: none




This beneficiary designation hereby revokes any prior beneficiary designation, which may have been
in effect.



Such beneficiary designation is revocable at any time by the Executive.



Dated: 12/29/2008




	 	 	 
	 
	 	 
	 

	 	 
	WITNESS

	 	EXECUTIVE
	 
	 	 
	 
	 	 
	 	 	 
	WITNESS