Form of Time-Based Restricted Share Unit Award Agreement
MERIDIAN BIOSCIENCE, INC.
2021 OMNIBUS AWARD PLAN
RESTRICTED SHARE UNIT AWARD AGREEMENT
TIME-BASED (U.S. EMPLOYEES)
Summary of Restricted Share Unit Award Grant
Meridian Bioscience, Inc., an Ohio corporation (the Company), grants to the Grantee named below, in accordance with the terms of the Meridian Bioscience, Inc. 2021 Omnibus Award Plan (the Plan) and this Restricted Share Unit Award Agreement (the Agreement), the following number of Restricted Share Units of the Company (the Restricted Units), on the Grant Date set forth below:
Name of Grantee:
Number of Units:
|November 4, 2021|
|25% November 4, 2022 |
25% November 4, 2023
25% November 4, 2024
25% November 4, 2025
Terms of Agreement
1. Grant of Restricted Share Unit Awards. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee as of the Grant Date, the total number of Restricted Units set forth above. The Restricted Units shall be credited in a book entry account established for the Grantee until payment in accordance with Section 4 hereof.
2. Vesting of Restricted Units.
(a) Except as otherwise provided in this Agreement, this grant of Restricted Units shall vest in full on the Vesting Date above. Prior to the Vesting Date, no portion of the award is vested, except as otherwise provided in Section 2.
(b) All of the Restricted Units shall vest in full prior to the Vesting Date upon the occurrence of any of the following: (i) the Grantee dies while in the employ of the Company; (ii) the Grantee satisfies the requirements for Retirement, including separation from employment with the Company; or (iii) the Grantee has a Disability.
(c) The Committee may, in its sole discretion, accelerate the time at which the Restricted Units become vested and non-forfeitable to a time other than the Vesting Date as provided in
Section 2(a) or to a time other than provided in Section (2)(b)(i), (ii), or (iii) on such terms and conditions as it deems appropriate in accordance with the terms and conditions of the Plan, provided such acceleration does not result in an impermissible acceleration of payments under Section 409A of the Code.
(d) The extent to which the Restricted Units may vest upon a Change in Control is described on Appendix A attached hereto.
3. Forfeiture of Restricted Units.
(a) The Restricted Units that have not yet vested pursuant to Section 2 shall be forfeited automatically without further action or notice if the Grantee ceases to be employed by the Company other than as provided in Section 2 hereof.
(b) The Grantee hereby acknowledges that in order for the Restricted Units to vest, Grantee must, prior to the first Vesting Date identified on the first page hereof under Summary of Restricted Share Unit Award Grant, (i) accept the Restricted Units online or by telephone in accordance with the procedures established by the Company and Merrill Lynch, and; (ii) open a Merrill Lynch brokerage account through the system maintained on behalf of the Company. If the Grantee has not completed both of the tasks prior to the first Vesting Date identified on the first page hereof under Summary of Restricted Share Unit Award Grant, the Restricted Units shall be forfeited as of such date.
(c) In addition, in 2020 the Board adopted a compensation recoupment or clawback policy (the Clawback Policy) applicable to all Company officers subject to Section 16 of the Exchange Act.
(a) Except as otherwise provided in this Agreement, the Company shall deliver to the Grantee one share of its common stock (Share) for each vested Restricted Unit within thirty (30) days following the earlier of:
the Vesting Date identified on the first page hereof under Summary of Restricted Share Unit Award Grant;
the date of the Grantees death;
the date of the Grantees Disability, provided such Disability also constitutes a disability within the meaning of Section 409A of the Code with respect to a Grantee whose Restricted Units are subject to Section 409A of the Code; or
the date of Grantees termination of employment with the Company as a result of Retirement, provided such termination of employment also constitutes a separation from service within the meaning of Section 409A of the Code with respect to a Grantee whose Restricted Units are subject to Section 409A of the Code.
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If the Grantee is a specified employee within the meaning of Section 409A of the Code on the date of the Grantees separation from service and the Grantees Restricted Units are subject to Section 409A of the Code, then payment under (iv) above shall be made on the first day of the seventh month following the Grantees separation from service, or, if earlier, the date of the Grantees death.
(b) The Companys obligations with respect to the Restricted Units shall be satisfied in full upon the delivery of its Shares pursuant to Section 4(a) herein.
5. Transferability. The Restricted Units may not be transferred and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge, until all restrictions are removed or have expired, unless otherwise provided under the Plan. Any purported Transfer or encumbrance in violation of the provisions of this Section 5 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Restricted Units.
6. Voting and Other Rights. The Grantee will not have any rights of a shareholder of the Company with respect to the Restricted Units until the delivery of the underlying Shares. The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.
7. Dividend Equivalent Payment Rights. The Grantee shall possess no dividend equivalent payment rights with respect to the Restricted Units granted pursuant to this Agreement as of the Grant Date.
8. Continuous Employment. Unless otherwise specified by the Plan, for purposes of this Agreement, the continuous employment of the Grantee with the Company shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company, by reason of the transfer of his employment among the Company or a leave of absence approved by the Committee.
9. No Employment Contract. Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company, nor limit or affect in any manner the right of the Company to terminate the employment or adjust the compensation of the Grantee.
10. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company.
11. Taxes and Withholding. To the extent that the Company is required to withhold any federal, state, local, foreign or other tax in connection with the Restricted Units pursuant to this Agreement, it shall be a condition to earning the award that the Grantee make arrangements satisfactory to the Company for payment of such taxes required to be withheld. With respect to payments under Section 4 herein, the Committee may, in its sole discretion, require the Grantee to satisfy such required withholding obligation by surrendering to the Company a portion of the Shares earned by the Grantee hereunder, and the Shares so surrendered by the Grantee shall be credited
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against any such withholding obligation at the Fair Market Value of such Shares on the date of surrender. Further, the Committee may accelerate the payment of a portion of the Shares earned by the Grantee hereunder to pay the Federal Insurance Contributions Act (FICA) tax under Sections 3101, 3121(a) and 3121(v)(2) of the Code and the corresponding income tax withholding related to the FICA amount.
12. Adjustments. The number and kind of Shares deliverable pursuant to a Restricted Unit are subject to adjustment as provided in Section 12 of the Plan.
13. Compliance with Law. While the Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Restricted Units or Shares that may be delivered pursuant to Section 4 herein, the Company shall not be obligated to deliver any Restricted Units or Shares pursuant to this Agreement if the delivery thereof would result in a violation of any such law or listing requirement.
14. Amendments. Subject to the terms of the Plan, the Committee may modify this Agreement upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, no amendment of the Plan or this Agreement shall adversely affect the rights of the Grantee under this Agreement without the Grantees consent unless the Committee determines, in good faith, that such amendment is required for the Agreement to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, or as otherwise may be provided in the Plan.
15. Section 409A of the Code. It is intended that the Restricted Units shall be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The terms of this Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Committee shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the Restricted Units shall not be deferred, accelerated, extended, paid out, settled, adjusted, substituted, exchanged or modified in a manner that would cause the award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code or otherwise would subject the Grantee to the additional tax imposed under Section 409A of the Code.
16. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
17. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern except with respect to Section 2(a) of this Agreement. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Restricted Units.
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18. Successors and Assigns. Without limiting Section 5, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.
19. No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantees participation in the Plan or the acquisition or sale of the underlying securities. The Grantee is hereby advised to consult with the Grantees personal tax, legal or financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.
20. Governing Law.
(a) The interpretation, performance, and enforcement of this Agreement, including tort claims, shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.
(b) Any party bringing a legal action or proceeding against another party arising out of or relating to this Agreement may bring the legal action or proceeding only in the United States District Court for the Southern District of Ohio and any of the courts of the State of Ohio, in each case sitting in Cincinnati, Ohio.
(c) Each of the Company and the Grantee waives, to the fullest extent permitted by law, (i) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any court of the State of Ohio sitting in Cincinnati, Ohio or the United States District Court for the Southern District of Ohio sitting in Cincinnati, Ohio, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
(d) Each of the Company and the Grantee submits to the exclusive jurisdiction (both personal and subject matter) of (i) the United States District Court for the Southern District of Ohio sitting in Cincinnati, Ohio and its appellate courts, and (ii) any court of the State of Ohio sitting in Cincinnati, Ohio and its appellate courts, for the purposes of all legal actions and proceedings arising out of or related to this Agreement.
21. Language. If the Grantee receives this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
22. Electronic Delivery. The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may
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elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has also executed this Agreement, as of the Grant Date.
MERIDIAN BIOSCIENCE, INC.
|Name: Bryan T. Baldasare|
|Title: Chief Financial Officer|
You must accept the award online or by telephone in accordance with the procedures established by the Company and the Plan administrator. By accepting your award in accordance with these procedures, you acknowledge that a copy of the Plan, Plan Summary and Prospectus, and the Companys most recent Annual Report and Proxy Statement (the Prospectus Information) either have been received by you or are available for viewing on the Companys intranet site or internet site at www.meridianbioscience.com, and consent to receiving this Prospectus Information electronically, or, in the alternative, agree to contact Julie Smith at ###-###-#### to request a paper copy of the Prospectus Information at no charge. You also represent that you are familiar with the terms and provisions of the Prospectus Information and hereby accept the award on the terms and conditions set forth herein and in the Plan. These terms and conditions constitute a legal contract that will bind both you and the Company as soon as you accept the award as described above.
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Notwithstanding anything to the contrary in Section 2, in the event of a Change in Control, unless the successor company, or a parent of the successor company in the Change in Control agrees to assume, replace, or substitute the Restricted Units granted hereunder (as of the consummation of such Change in Control) with Restricted Units on substantially identical terms, as determined by the Committee, if the Grantees employment with the Company or its Affiliates (or any successor thereto) is terminated within twenty-four(24) months following a Change in Control either (x) by the Company or its Affiliates (or any successor thereto) without Cause (as defined in the Plan) or (y) by the Grantee with Good Reason, the Restricted Units granted hereunder shall become vested in their entirety as of the date of such termination and payment shall be made within thirty days following vesting. As used herein, Good Reason shall mean the occurrence of any of the following: (i) a material diminution in the Grantees authority, duties or responsibilities; (ii) a material diminution in the Grantees annual base salary as in effect on the date of this Agreement or as the same may be increased from time to time; (iii) the Company fails to pay or provide any amount or benefit that the Company is obligated to pay or provide under this Agreement or any other employment, compensation, benefit or reimbursement plan, agreement or arrangement of the Company to which the Grantee is a party or in which the Grantee participates; (iv) the relocation of the Grantees principal place of employment to a location which increases the Grantees one-way commuting distance by more than 50 miles, or the Companys requiring the Grantee to travel on business other than to an extent substantially consistent with the Grantees business travel obligations prior to the Change in Control; (v) a significant adverse change occurs, whether of a quantitative or qualitative nature, in the indemnification protection provided to the Grantee for acts and omissions arising out of his service on behalf of the Company or any other entity at the request of the Company; or (vi) the Company fails to obtain the assumption of this Agreement.
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Internal Revenue Code Section 409A
These Restricted Units are designed to be exempt from, or comply with, the provisions of Internal Revenue Code Section 409A. If the Restricted Units are subject to Section 409A, there may be limitations with respect to the timing of the delivery of shares in certain situations (Retirement, Disability, Change in Control along with an involuntary termination of employment) as noted above in Section 4. Payment. In addition, if Section 409A applies, there is a six month waiting period before the shares can be delivered to certain high level employees on account of Retirement or a Change in Control along with an involuntary termination of employment.
Key terms related to this section of the Code are defined below.
Separation from Service
In general, a separation from service occurs when there is no longer any employment or consulting relationship between the employee and Meridian.
In simplified terms, this includes employees who are Officers of Meridian Bioscience, Inc. and have annual compensation of greater than $185,000 (as adjusted from time to time). Additionally, this includes employees who own more than 1% of the Company and have annual compensation of greater than $150,000.
This discussion of Section 409A and certain key terms is only a summary and is not a part of the Agreement or the Plan. If you have any questions regarding these provisions please contact Bryan Baldasare.
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