Restricted Share Unit Award Agreement (2018)Full Document 

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MERIDIAN BIOSCIENCE, INC.

2012 STOCK INCENTIVE 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. 2012 Stock Incentive 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:
Grant Date: November 15, 2018
Vesting Date: November 15, 2021

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) or (c).

(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; (iii) the Grantee has a Disability; or (iv) there is a Change in Control event described in Section 2(g) of the Plan.

(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), (iii) or (iv) 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.


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(b) or (c) 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.

4. Payment.

(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:

(i) the Vesting Date identified on the first page hereof under "Summary of Restricted Share Unit Award Grant";

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