Executive Employment Agreement, dated January 4, 2024, between the Company and Matthew McManus
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”) is made and entered into between Bio-Techne Corporation, a Minnesota corporation (“Bio-Techne”), and Matthew McManus (“Executive”) (each may be referred to individually as a “Party” and collectively as the “Parties”).
RECITALS
WHEREAS, Bio-Techne wishes to employ Executive under the terms and conditions set forth in this Agreement, and Executive wishes to accept such employment under the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein, Bio-Techne and Executive agree as follows:
TERM OF EMPLOYMENT; DUTIES
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COMPENSATION AND BENEFITS
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INVENTIONS, PROPRIETARY INFORMATION AND SOLICITATION
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TERMINATION
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TERMINATION BENEFITS
provided, however, that Executive shall be entitled to the Termination Severance Payments set forth in this Section 5.1 only if he executes within 60 days of termination of employment, does not rescind, and fully complies with a release agreement in a customary and mutually acceptable form (the “Release”). Notwithstanding the foregoing, if Bio-Techne determines, in its sole discretion, that payment of the COBRA premiums under this Section 5.1 would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code or any statute or regulation of similar effect, then in lieu of paying the COBRA premiums, Bio-Techne may instead elect to pay Executive on the first day of each month, a fully taxable cash payment equal to the employer portion of the COBRA premiums for that month, subject to applicable tax withholdings (the “Special Severance Payment”), for each remaining month during which Executive is entitled to receive payment of COBRA premiums under this Section 5.1. Executive may, but will not be obligated to, use the Special Severance Payment toward the cost of COBRA premiums.
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As used in this Agreement, “Good Reason” means a good faith determination by Executive that any one or more of the following events have occurred; provided, however, that such event shall not constitute “Good Reason” if (x) Executive has expressly consented to such event in writing, (y) Executive fails to provide written notice to Bio-Techne within thirty (30) calendar days after Executive first becomes aware, or reasonably should have become aware, of the occurrence of such event, specifically describing such event, and Bio-Techne fails to remedy such event within thirty (30) calendar days after receipt of such notice, or (z) Executive fails to provide written notice of his decision to terminate within sixty (60) calendar days after the occurrence of such event:
Termination for “Good Reason” shall not include Executive’s termination as a result of death, Disability, retirement or a termination for any reason other than the events specified in clauses (a) through (d) in this Section 5.1.
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The payments and benefits described in Section 5.2(a) through (d) above are hereinafter referred to as the “CIC Severance Payment.” However, Executive shall be entitled to the CIC Severance Payment set forth in this Section 5.2 only if he executes within 60 days of resignation or termination of employment, does not rescind, and fully complies with the Release.
For purposes of this Agreement, “Change in Control” shall mean the occurrence, in a single transaction or in a series of related transactions, of any one or more of the events described in subsections (a) through (c) below. For purposes of this definition, a person, entity or group shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person, entity or group directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.
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For the avoidance of doubt, the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of Bio-Techne. To the extent required, the determination of whether a Change in Control has occurred shall be made in accordance with Code Section 409A and the regulations, notices and other guidance of general applicability issued thereunder.
Change in Control Following Retirement. If there is a Change in Control following the termination of Executive’s employment by Executive as a result of Retirement, the vesting requirements of any unvested portion of any equity grants to Executive that have not expired, terminated, or been forfeited by their terms shall be automatically accelerated upon consummation of such Change in Control. For purposes of this Agreement, “Retirement” means termination of employment by Executive for any reason on or after Executive reached the age of 55 and has completed at least (five) 5 years of continuous service with Bio-Techne and/or any affiliate; provided, however, that Executive shall be credited with continuous service only for periods during which Executive regularly works 20 or more hours per week. The terms of this Section 5.25 will survive the termination of this Agreement.
Termination Due to Disability of Death. Upon a termination of Executive’s employment by Bio-Techne due to Executive’s Disability, as defined in Section 4.1(c), Executive shall receive a prorated annual bonus for the annual performance period during which the termination occurs equal to the amount of the annual bonus that would have been payable if Executive’s employment had continued until the date on which annual bonuses for such performance period are payable to similarly situated employees of Bio-Techne, multiplied by a fraction, the numerator of which is the number of days in such performance period during which Executive was employed and the denominator of which is 365, and payable at the same time that annual bonuses are payable to similarly situated employees of Bio-Techne.
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ARBITRATION
MISCELLANEOUS PROVISIONS
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Attention: Chair, Board of Directors
614 McKinley Place Northeast
Minneapolis, MN 55413
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(Signatures follow on the next page(s).)
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THE PARTIES HAVE executed this Agreement in the manner appropriate to each as of the dates set forth below.
BIO-TECHNE CORPORATION
By: /s/ Julie Bushman January 4, 2024
Julie Bushman
Chair, Compensation Committee
EXECUTIVE
/s/ Matthew McManus January 4, 2024
Matthew McManus
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