EX-10.35



 





Exhibit 10.35




Sample Non Qualified Stock Option Agreement




     1. Meridian Bioscience, Inc. hereby grants to the Optionee named below an nonqualified stock
option to purchase, in accordance with and subject to the terms and restrictions of the Company’s
2004 Equity Compensation Plan, as Amended and Restated through January 19, 2006, (The Plan), a copy
of which is attached hereto and made part hereof, the number of shares of Common Stock of the
Company at the price set forth below:



	 	 	 	 	 
	Optionee:

	 	<<Optionee Name>>	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Number of Shares Covered by Option:

	 	  **<<Number of Shares>>**	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Option Price Per Share:

	 	  **$<<Share Price>**	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date of Grant:

	 	  <<Option Date>>	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Expiration Date:

	 	  <<Expiration Date>>	 	 
	 

	 	 	 	 





     2. This option is granted pursuant to Meridian’s 2004 Equity Compensation Plan, as Amended and
Restated through January 19, 2006, pursuant to the authority given to the Committee in Article 3
which entitles the Committee to grant options on such terms and conditions as the Committee may
determine and the authority in Section 6.3 wherein the Committee may establish different exercise
schedules and impose other conditions upon exercise for any particular option or groups of options.



     3. This option shall become void and be of no further effect at the time net earnings for
Meridian’s fiscal year ended September 30, 2008 are determined and such earnings are released to
the public unless such net earnings exceed $30,775,000, subject to treatment of certain items as
defined in Item A of the 2008 Officers’ Performance Compensation Plan (Corporate Incentive Bonus
Plan).  If such net earnings exceed $30,775,000, this option shall continue in full force and
effect in accordance with the terms and conditions of the Plan and vest in three equal annual
installments over three years commencing upon the date such earnings are released to the public. 
The provisions of Sections 12.1.2 of the Plan concerning exercise of this option upon retirement on
or after March 31, 2008 shall not apply to this option unless and until it is determined that net
earnings for fiscal 2008 exceed $30,775,000 and such earnings are released to the public. If
retirement occurs prior to March 31, 2008, options are forfeited even if the net earnings target is
met. Furthermore, if the events outlined in Sections 4.3 and 4.4 of the Plan occur during fiscal
2008 or prior to the determination of net earnings for 2008 and release to the public, the options
will be deemed to be earned and immediately vested.



     4. To the extent that the percentage of this Option which becomes exercisable is not exercised
in any given year it may be exercised in the subsequent years of the term of this Option. The
Option granted under this Agreement may not be exercised for less than 25 shares at any time, or
the remaining shares then purchasable under the Option if less than 25. In no event may this
Option be exercised after the expiration of ten years from the date of grant of this Option.



     5. This Option may be exercised for the number of shares specified by written notice delivered
to the Secretary of the Company accompanied by full payment, in the manner and subject to the
conditions set forth in the Plan, for the number of shares in respect of which it is exercised. If
any applicable law or regulation requires the Company to take any action with respect to the shares
specified in such notice, or if any action remains to be taken under the Articles of Incorporation
or Code of Regulations of the Company to effect due issuance of the shares, the Company shall take
such action and the date for delivery of such stock shall be extended for the period necessary to
take such action.



 









 





     6. This Option is not transferable other than by will or by operation of the laws of descent
and distribution or as otherwise provided in the attached 2004 Equity Compensation Plan, as Amended
and Restated through January 19, 2006, and is subject to termination as provided in the Plan.



     IN WITNESS WHEREOF, the Company has executed this Agreement on this 3rd day of
December 2007.



	 	 	 	 	 
	 

	 	BY:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Melissa Lueke
	 

	 	Its:
	 	Vice President, Chief Financial Officer






     I hereby accept the above Option to purchase shares of Common Stock of Meridian Bioscience,
Inc. granted above in accordance with and subject to the terms and conditions of this Agreement and
its 2004 Equity Compensation Plan, as Amended and Restated through January 19, 2006, and agree to
be bound thereby.



	 	 	 
	 

	 	 
	  Date Accepted

	 	<<Optionee Name>>