<DOCUMENT>

<TYPE>EX-10.1

<SEQUENCE>2

<FILENAME>kummethemploymentagreement.txt

<DESCRIPTION>EMPLOYMENT AGREEMENT

<TEXT>

                          EMPLOYMENT AGREEMENT

 

        This Employment Agreement (Agreement) is made and entered into between

Techne Corporation, a Minnesota corporation, (hereinafter "Techne"), and

Charles Kummeth (hereinafter "Executive") (each may be referred to

individually as a "Party" and collectively as the "Parties").

 

                               RECITALS

 

       Whereas, 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

including, but not limited to, the restrictive covenants as more fully

described herein;

 

        NOW, THEREFORE, in consideration of the foregoing and of the mutual

covenants contained herein, Techne and Executive agree as follows:

 

 

                               SECTION 1

 

                EMPLOYMENT AND TERMS OF AGREEMENT

 

        1.1     Parties.  The parties to this Agreement are Charles Kummeth

("Executive") and Techne Corporation ("Techne").  As used herein, Techne

refers to Techne Corporation and its subsidiaries including Research and

Diagnostic Systems, Inc. ("R&D"), unless specifically provided otherwise.

All of the rights and obligations created by this Agreement may be performed

by or enforced by or against Techne or R&D or other appropriate subsidiary.

 

       1.2     Employment and Term.  Techne hereby employs Executive and

Executive hereby accepts employment as Chief Executive Officer ("CEO") of

Techne on the terms and conditions set forth in this Agreement.  Executive's

employment hereunder will commence on April 1, 2013 and will terminate when

terminated by either Party pursuant to Section 3 hereof.  Any position that

Executive may hold on the Techne Board of Directors and any other position

with Techne automatically will terminate simultaneously with termination of

his employment hereunder.

 

       1.3     Duties.

 

               a.      During the term of his employment, Executive shall serve

Techne faithfully and to the best of his ability and shall devote his full

business and professional time, energy, and diligence to the performance of

the duties of the position of CEO.  Executive shall perform such service and

duties in connection with the business and affairs of Techne (i) as are

customarily incident to the position of CEO and (ii) as may reasonably be

assigned or delegated to him by the Board of Directors of Techne and/or its

designee.

 

               b.      Executive agrees to be subject to Techne's control, rules,

regulations, policies and programs.  Executive further agrees that he will

carry on all correspondence, publicity and advertising in Techne's name and

he shall not enter into any contract on behalf of Techne except as expressly

authorized by Techne.

 

               c.      Notwithstanding 1.3(a) and (b), Techne agrees that Executive

may serve as a member of the Board of Directors for for-profit or nonprofit

entities, provided that those entities would not qualify as competitive

businesses under Section 4.5 of this Agreement.

 

 

                                SECTION 2

 

            COMPENSATION, BENEFITS AND OTHER ENTITLEMENTS

 

        2.1     Base Salary.  As compensation for his services to Techne and as

compensation for his confidentiality, nonsolicitation, noncompetition and

other agreements provided in Section 4 of this Agreement, Executive will be

paid an annual base salary of Five Hundred, Seventy-Five Thousand and 00/100

Dollars ($575,000.00), to be paid in accordance with the usual payroll

practices of Techne.  The base salary amount will be reviewed and adjusted by

Techne's Executive Compensation Committee from time to time but no less than

annually in its sole discretion.  The base annual salary will be inclusive of

all applicable income, Social Security, and other taxes and charges that are

required by law to be withheld by Techne or that are requested to be withheld

by Executive.

 

       2.2     Cash Bonus.  In addition to the base salary payable to Executive

pursuant to Section 2.1 hereof, unless Executive has terminated his

employment voluntarily for reasons other than death or disability prior to

June 30, 2013, Techne will pay Executive, prior to July 31, 2013, a cash

bonus of One Hundred Seven Thousand, Eight Hundred Twelve and 50/100 Dollars

($107,812.50), which shall be taxed at the bonus rate for the fiscal year

ending June 30, 2013.

 

       2.3     Cash Incentive Bonus.  During each fiscal year of Executive's

employment beginning July 1, 2013 and continuing each fiscal year during the

term of Executive's employment, Executive will be eligible to earn a cash

incentive bonus.  The amount of such incentive bonus shall be as defined in

the incentive bonus plan established by Techne's Executive Compensation

Committee in its sole discretion from time-to-time; provided, however, that

for fiscal 2014, the target cash incentive bonus amount shall be seventy-five

percent (75%) of his then-current annual base salary.  The performance

standards for earning such incentive bonus will be established annually by

Techne's Executive Compensation Committee and it will determine whether the

standards have been met in its sole discretion.

 

       2.4     Benefits.  In addition to the compensation and benefits provided

to Employee in Sections 2.1 through 2.3 hereof, Executive will be entitled to

participate in other employee benefit plans from time to time established by

Techne and made available generally to all employees to the extent that

Executive's age, tenure and title make him eligible to receive those

benefits.  Executive may participate in such benefit plans on an appropriate

and comparable basis determined by Techne's Board of Directors by reference

to all other employees eligible for participation.  With regard to all

insured benefits to be provided to Executive, benefits shall be subject to

due application by Executive.  Techne has no obligation to pay insured

benefits directly and such benefits are payable to Executive only by the

insurers in accordance with their policies.  Nothing in this Agreement is

intended to or shall in any way restrict Techne's right to amend, modify or

terminate any of its benefits or benefit plans during the Term of Executive's

employment.

 

       2.5     Long-term Equity Awards.  Upon commencement of employment under

Section 1.2 of this Agreement, Techne will grant to Executive a time-vested

stock option to purchase an aggregate of 65,000 shares of common stock of

Techne, a performance-vested stock option to purchase an aggregate of 50,000

shares of Techne' common stock, and a time-vested restricted stock award in

the aggregate amount of 15,000 shares of Techne's common stock.  These equity

grant awards shall be in substantially the forms attached as Exhibits A, B

and C, respectively, to this Agreement.  Executive also will be eligible to

participate in and receive additional grants commensurate with his position

and level in any equity-based or equity related compensation plan, programs

or agreements of Techne made available generally to its senior executives;

provided that the amount, timing, and other terms of any future grant shall

be determined by the Techne Board of Directors, or its designated committees,

in its sole discretion.

 

       2.6     Miscellaneous Benefits.  Techne will provide Executive the

following additional benefits during the course of his employment with Techne

under the terms of this Agreement:

 

       a.      Reimbursement in accordance with Techne's standard

reimbursement policies in effect from time to time for ordinary, necessary

and reasonable out-of-pocket business expenses incurred by Executive in

performing his duties for Techne so long as properly substantiated.

 

        b.      Paid vacation of four weeks per calendar year, prorated for

partial years of service, to be taken at such times as selected by Executive

and as approved by the Board of Directors and/or its designee. Carryover,

forfeiture or payout of unused vacation time from period to period or upon

termination of employment shall be in accordance with Techne's policies that

may be in effect from time to time.

 

        c.      Reimbursement for reasonable annual premium costs paid by

Executive for Executive to have supplemental life insurance coverage in a

maximum amount that when aggregated with the life insurance coverage provided

to Executive under Techne's benefit plans is three times Executive's base

salary or less.  Such reimbursement amount shall include an additional

reasonable gross up amount to cover taxes incurred by Executive from receipt

of the payment under this Section 2.6c.

 

        d.      Reimbursement for reasonable annual premium costs paid by

Executive for Executive to have supplemental long-term and short-term

disability insurance coverage in a maximum amount that when aggregated with

the disbility insurance coverage provided to Executive under Techne's benefit

plans is 60% and 70%, respectively, of Executive's base salary or less.  Such

reimbursement amount shall include an additional reasonable gross up amount

to cover taxes incurred by Executive from receipt of the payment under this

Section 2.6d.

 

                               SECTION 3

 

                      TERMINATION OF EMPLOYMENT

 

        3.1     Termination.  Notwithstanding any other provision of this

Agreement to the contrary or appearing to be to the contrary, Executive's

employment may be terminated as follows:

 

               A.      By mutual written agreement of the parties.

 

               B.      Upon Executive's death.

 

               C.      Upon Executive's inability to perform the essential

functions of his position due to physical or mental disability, with or

without reasonable accommodation, as determined in the good faith judgment

of the Techne Board of Directors, and such inability continues for a period of

ninety (90) calendar days or as may otherwise be required by applicable law.

Nothing in this Section 3.1(C) shall limit the right of either Party to

terminate Executive's employment under one of the other sections of this

Section 3.1.

 

               D.      Upon ninety (90) calendar days' written notice to the other

Party.  In the event that Techne desires to terminate Executive's employment

under this Section 3.1(D) with less than ninety (90) calendar days' notice,

Techne will pay Executive an amount equal to his regular base salary and cost

of benefits (but not incentive bonus) for such 90-day period in lieu of

giving all or a portion of the notice provided in this Section.

 

               E.      Upon the insolvency or bankruptcy of Techne.

 

               F.      In the event of a Change of Control, as set forth in Section

3.4, provided that the severance provisions of Section 3.4 of this Agreement

are met.

 

                G.     Techne shall have the right to terminate Executive's

employment immediately for "Cause."  For purposes of this Agreement, "Cause"

is defined as the following:

 

                  i.   Habitual neglect of, or the willful or material failure

                to perform the duties of employment hereunder, as determined in

                good faith by the Board of Directors of Techne and/or its

                designee;

 

                 ii.   Embezzlement or any act of fraud;

 

                iii.   Commission of acts that can be charged as a felony,

                whether or not committed during the term hereof or in the course

                of employment hereunder;

 

                 iv.   Dishonesty in dealing between Executive and Techne or

                between Executive and other employees of Techne;

 

                  v.   Use of or dependence on any controlled substance

                without a prescription, or any illegal or narcotic drug; or use

                of alcohol in a manner, regardless of time or place, which

                either adversely affects Executive's job performance or

                otherwise reflects negatively on Techne or Executive;

 

                 vi.   Habitual absenteeism; or

 

                vii.   Willfully acting in a manner materially adverse to the

                best interests of Techne.

 

       3.2     Return of Property.  At such time that Executive's employment with

Techne ends (the "Termination Date") or at such earlier time as Techne may

notify Executive, Executive will immediately cease doing business upon

Techne's premises and will immediately deliver to Techne all of its property

and all property to be held by Techne in his possession or control,

including, but not limited to, all work in progress, data, equipment,

originals and copies of documents and software, customer and supplier

information and lists, financial information, and all other materials.  In

addition, if Executive has used any personal computer, server, or email system

(including, but not limited to, computers, Blackberries, PDA's, cell phones,

Smart Phones, iphones, ipads, etc.) to receive, store, review, prepare or

transmit any Techne information, including but not limited to Confidential

Information (as defined below), Executive agrees to provide Techne with a

computer-useable copy of all such Confidential Information and then permanently

delete and expunge such information from those systems.  Executive also agrees

to certify, within ten (10) days after the Termination Date, in writing to

Techne that he has complied with his obligation to return Techne property.

 

       3.3     Payment Upon Termination.  Upon (i) termination of Executive's

employment other than by Techne for Cause as defined in Section 3.1(G) or

upon Executive's death or disability as provided in Sections 3.1(B) and (C),

or (ii) Executive's resignation for Good Reason, as defined below, Executive

will be paid an amount equal to one (1) year of his then-current base annual

salary (but not any cash or incentive bonus) (hereinafter referred to as the

"Termination Severance Payment"); provided, however, that Executive shall be

entitled to the Termination Severance Payment set forth in this Section 3.3

only if he executes, does not rescind, and fully complies with a release

agreement in a form supplied by Techne, which will include, but not be

limited to, a comprehensive release of claims against Techne and its

directors, officers, employees and all related parties, in their official and

individual capacities; provided, however, that the release will not include

amounts owed under any deferred compensation program or any worker's

compensation claims.  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 Executive has expressly consented to such event in writing or if

Executive fails to provide written notice of his decision to terminate within

sixty (60) calendar days of the occurrence of such event:

 

       A.      A change in Executive's reporting responsibilities, titles or

offices, or any removal of Executive from any of such positions, which has

the effect of diminishing Executive's responsibility or authority;

 

       B.      A material reduction by Techne in Executive's total

compensation from that provided to him under this Agreement;

 

        C.      A requirement imposed by Techne on Executive that results in

Executive being based at a location that is outside a fifty (50) mile radius

of Techne; or

 

       D.      The existence of physical working conditions or requirements

that a reasonable person in Executive's position would find to be

intolerable; provided, however, that Techne has received written notice of

such "intolerable" conditions and Techne has failed within thirty (30)

calendar days after receipt of such notice to cure or otherwise appropriately

address such "intolerable" conditions.

 

       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

3.3.

 

       3.4     Payment Upon Termination for Change in Control.  If there is a

Change in Control, as defined below, and Executive's employment is terminated

upon consummation of such Change in Control or within one (1) year

thereafter, Executive will be paid an amount equal to two (2) years of his

then-current base annual salary plus the pro-rated value of any incentive

compensation earned through the date of such termination pursuant to Section

2.3 above and the automatic acceleration of any vesting requirements of the

equity grants awarded under Section 2.5 above (hereinafter referred to as the

"CIC Severance Payment"); provided, however, that Executive shall be entitled

to the CIC Severance Payment set forth in this Section 3.4 only if he

executes, does not rescind, and fully complies with a release agreement in a

form supplied by Techne, which will include, but not be limited to, a

comprehensive release of claims against Techne and its directors, officers,

employees and all related parties, in their official and individual

capacities; provided, however, that the release will not include amounts owed

under any deferred compensation program or any worker's compensation claims.

"Change of Control" shall mean the occurrence, in a single transaction or in

a series of related transactions, of any one or more of the events in

subsections (i) through (iii) 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.

 

              (i)  Any person, entity or group becomes the Owner, directly or

indirectly, of securities of Techne representing more than fifty percent

(50%) of the combined voting power of Techne's then outstanding securities

other than by virtue of a merger, consolidation or similar transaction.

Notwithstanding the foregoing, a Change in Control shall not be deemed to

occur (A) on account of the acquisition of securities of Techne by an

investor, any affiliate thereof or any other person, entity or group from

Techne in a transaction or series of related transactions the primary purpose

of which is to obtain financing for Techne through the issuance of equity

securities or (B) solely because the level of Ownership held by any  person,

entity or group (the "Subject Person") exceeds the designated percentage

threshold of the outstanding voting securities as a result of a repurchase or

other acquisition of voting securities by Techne reducing the number of

shares outstanding, provided that if a Change in Control would occur (but for

the operation of this sentence) as a result of the acquisition of voting

securities by Techne, and after such share acquisition, the Subject Person

becomes the Owner of any additional voting securities that, assuming the

repurchase or other acquisition had not occurred, increases the percentage of

the then outstanding voting securities Owned by the Subject Person over the

designated percentage threshold, then a Change in Control shall be deemed to

occur;

 

              (ii) There is consummated a merger, consolidation or similar

transaction involving (directly or indirectly) Techne and, immediately after

the consummation of such merger, consolidation or similar transaction, the

stockholders of Techne immediately prior thereto do not Own, directly or

indirectly, either (A) outstanding voting securities representing more than

fifty percent (50%) of the combined outstanding voting power of the surviving

entity in such  merger, consolidation or similar transaction or (B) more than

fifty percent (50%) of the combined outstanding voting power of the parent of

the surviving entity in such merger, consolidation or similar transaction, in

each case in substantially the same proportions as their Ownership of the

outstanding voting securities of Techne immediately prior to such

transaction; or

 

              (iii) There is consummated a sale, lease, exclusive license or

other disposition of all or substantially all of the total gross value of the

consolidated assets of Techne and its subsidiaries, other than a sale, lease,

license or other disposition of all or substantially all of total gross value

of the consolidated assets of Techne and its subsidiaries to an entity, more

than fifty percent (50%) of the combined voting power of the voting

securities of which are Owned by  stockholders of Techne in substantially the

same proportions as their Ownership of the outstanding voting securities of

Techne immediately prior to such sale, lease, license or other disposition

(for purposes of this Section 1(d)(iii), "gross value" means the value of the

assets of Techne or the value of the assets being disposed of, as the case

may be, determined without regard to any liabilities associated with such

assets).

 

       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 Techne.  To the extent required,

the determination of whether a Change of Control has occurred shall be made

in accordance with Internal Revenue Code Section 409A and the regulations,

notices and other guidance of general applicability issued thereunder.

 

       3.5     Timing of Cash Payments Pursuant to Section 3.3 or 3.4.  Any cash

payments pursuant to Section 3.3 or 3.4 will be paid to Executive monthly

over the course of a one-year period, beginning after expiration of any

applicable rescission periods set forth in the required release agreement;

provided, however, that notwithstanding anything in this Agreement to the

contrary, if any of the payments described in Section 3.3 or 3.4 are subject

to the requirements of Section 409A of the Internal Revenue Code of 1986, as

amended ("Code Section 409A") and Techne determines that Executive is a

"specified employee" as defined in Code Section 409A as of the date of

Executive's termination of employment, such payments shall not be paid or

commence earlier than the first day of the seventh month following the date

of Executive's termination of employment and on such date any amounts that

would have been made during the first six months following termination but

for operation of this proviso will be paid in one lump sum with the remaining

payments made monthly over the remainder of the specified one-year period.

In addition, all payments made to Executive pursuant to Section 3.3 or 3.4

shall be reduced by amounts (i) required to be withheld in accordance with

federal, state and local laws and regulations in effect at the time of

payment, or (ii) owed to Techne by Executive for any amounts advanced, loaned

or misappropriated.  Such offset shall be made in the manner permitted by and

shall be subject to the limitations of all applicable laws, including but not

limited to Code Section 409A, and the regulations, notices and other guidance

of general applicability issued thereunder.

 

       3.6     No Other Payments.  Except as provided in Sections 3.3 and 3.4,

including but not limited to if Executive is terminated with Cause or

voluntarily terminates his employment at any time without Good Reason,

Executive will not be entitled to any compensation or benefits other than

that which was due to him as of the date of termination, regardless of any

claim by Executive for compensation, salary, bonus, severance benefits or

other payments.

 

       3.7     Board Resignation.  If at the time of any termination of

Executive's service to Techne, Executive is a member of Techne's Board of

Directors, Executive agrees to immediately submit his resignation from

Techne's Board of Directors effective upon such termination of service unless

otherwise determined by Techne's Board of Directors in its sole discretion.

 

                               SECTION 4

 

              CONFIDENTIALITY, RESTRICTIVE COVENANTS,

                       INVENTIONS AND COPYRIGHTS

 

        4.1     Definition.  For purposes of this Agreement, "Confidential

Information" means information which is not generally known and which Techne

holds in confidence, including, without limitation, the following: all

information and data developed or acquired by Executive in the course of

employment with Techne; data or conclusions or opinions formed by Executive

in the course of employment; policies and procedures; manuals; trade secrets;

methods, procedures, or techniques pertaining to the business of Techne or

any customer of Techne; specifications for products or services; systems;

price lists; marketing plans; sales or service analyses; financial

information; customer names or other information; vendor names or other

information; employee names or other information; research and development

data; diagrams; drawings; media; notes, memoranda, notebooks, and all other

records or documents that are handled, seen, or used by Executive in the

course of employment.

 

               Notwithstanding anything to the contrary, "Confidential

Information" does not include any information that is (A) in the public

domain or enters the public domain through no violation of obligations

Executive owes to Techne; (B) disclosed to Executive other than as a result

of Executive's capacity as an employee of Techne by a third-party not subject

to maintain the information in confidence; or (C) already known by Executive

other than as a result of Executive's past relationship with Techne (or its

predecessors) and is evidenced by written documentation existing prior to

such disclosure.  Specific technical and business information shall not be

deemed to be within the preceding exceptions merely because it is embraced by

more general technical or business information within such exceptions, nor

shall a combination of features be deemed to be within such exceptions merely

because the individual features are within such exceptions.

 

       4.2     Agreement.  Executive agrees at all times to use all reasonable

means to keep Confidential Information secret and confidential.  Executive

will not at any time use, disclose, duplicate, record, or in any other manner

reproduce in whole or in part any Confidential Information, except as

ordinarily necessary for the performance of Executive's duties on behalf of

Techne.  The Confidential Information shall not be removed from the location

of Executive's employment except as permitted or directed by Techne's Board

of Directors and/or its designee.  Upon termination of Executive's employment

with Techne, all copies of Confidential Information and other Techne

materials and property in Executive's possession, whether physical or

electronic, shall be immediately returned to Techne.  Executive acknowledges

that disclosure of any of Techne's Confidential Information other than for

the sole benefit of Techne would have a materially detrimental effect upon

Techne, the monetary loss from which would be difficult, if not impossible,

to measure.

 

       4.3     Nonsolicitation of Employees.  During the term of this Agreement

or any successor employment relationship between Executive and Techne, and

for the one (1)-year period following his termination from employment

regardless of the reason for termination and whether initiated by Techne or

Executive, Executive agrees that he will not solicit, directly or indirectly,

or accept as an individual or through a partnership, corporation, or any

other entity, any then-current employee of Techne or consultant under

contract with Techne for employment or any other arrangement for compensation

to perform services.

 

        4.4     Nonsolicitation of Customers.  During the term of this Agreement

or any successor employment relationship between Executive and Techne, and

for the one (1)-year period following his termination from employment

regardless of the reason for termination and whether initiated by Techne or

Executive, Executive agrees that he will not directly or indirectly solicit,

encourage or advise, on his own behalf or on behalf of another, any of

Techne's then-current customers or any known prospective customers for the

purpose of curtailing or canceling any of their business or relations, or

prospective business or relations, with Techne.

 

        4.5     Noncompetition.  During the term of this Agreement or any

successor employment relationship between Executive and Techne, and for the

one (1)-year period following his termination from employment regardless of

the reason for termination and whether initiated by Techne or Executive,

Executive agrees that he will not become the owner of, nor engage, directly

or indirectly, either as proprietor, partner, employee, agent, greater than

five percent (5%) shareholder, partner, officer, director, independent

contractor, or otherwise, in any business which is substantially similar to

or competes with the business of Techne, unless Techne has first consented in

writing thereto.

 

       4.6     Inventions.  Executive agrees to communicate promptly and fully to

Techne all inventions, discoveries, improvements or designs conceived or

reduced to practice by Executive during the period of his employment with

Techne (alone or jointly with others), and, Executive will and hereby does

assign to Techne and/or its nominees all of Executive's right, title and

interest in such inventions, discoveries, improvements or designs and all of

his right, title and interest in any patents, patent applications or

copyrights based thereon without obligation on the part of Techne to make any

further compensation, royalty or payment to Executive.  Executive further

agrees to assist Techne and/or its nominee (without charge but at no expense

to Executive) at any time and in every proper way to obtain and maintain for

its and/or their own benefit, patents for all such inventions, discoveries

and improvements and copyrights for all such designs.  Notwithstanding the

foregoing, this Section 4.6 shall not apply to an invention for which no

equipment, supplies, facility or trade secret information of Techne was used

and which was developed entirely on Executive's own time, and (A) which does

not relate (i) directly to the business of Techne or (ii) to Techne's actual

or demonstrably anticipated research or development, or (B) which does not

result from any work performed by Executive for Techne.

 

       4.7     Copyrights.  Executive hereby acknowledges that any computer

software, program, or other work of authorship that he prepares within the

scope of his employment is a "work made for hire" under U.S. copyright laws

and that, accordingly, Techne exclusively owns all copyright rights in such

computer software, program, and other works of authorship.  For purposes of

this Agreement, "scope of employment" means that the computer software,

programs, and other works of authorship (A) relate to any subject matter

pertaining to Executive's employment with Techne, (B) relate to or are

directly or indirectly connected with the business, products, projects or

Confidential Information of Techne, or (C) involve the use of any time,

material or facility of Techne.

 

        4.8     Remedies.  The Parties acknowledge and agree that if Executive

breaches any of the terms of this Section 4, Techne, in addition to any other

remedies available at law or equity, shall be entitled, as a matter of right,

to injunctive relief in any court of competent jurisdiction.  The prevailing

party in any such litigation shall be entitled to recover reasonable

attorneys' fees, costs and expenses incurred therein but hereby specifically

waives any right to a jury trial in connection with the recovery of, or

attempt to recover, any attorneys' fees, costs and/or expenses.

 

        4.9     Survival of Provisions.  The Parties agree that the obligations of

this Section 4 shall survive termination of this Agreement and termination of

Executive's employment for any reason.

 

        4.10    Understandings.  Executive hereby acknowledges that (A) Techne

informed him, as part of the offer of employment and prior to his accepting

employment with Techne under the terms and conditions set forth in this

Agreement, that confidentiality, nonsolicitation, noncompetition, invention

and copyright agreements would be required as part of the terms and

conditions of his employment with Techne; (B) he has carefully considered the

restrictions contained in this Agreement and determined that they are

reasonable; and (C) the restrictions in this Agreement will not unduly

restrict him in securing other suitable employment in the event of his

termination from Techne.

 

 

                                 SECTION 5

 

                                 ARBITRATION

 

        5.1     Arbitration.  Any dispute arising out of or relating to (A) this

Agreement or the alleged breach of it, or the making of this Agreement,

including claims of fraud in the inducement, or (B) Executive's application

or candidacy for employment, employment and/or termination of employment with

Techne including, but not limited to, any and all disputes, claims or

controversies relating to discrimination, harassment, retaliation, wrongful

discharge, and any and all other claims of any type under any federal or

state constitution or any federal, state, or local statutory or common law

shall be discussed between the disputing parties in a good faith effort to

arrive at a mutual settlement of any such controversy.  If, notwithstanding,

such dispute cannot be resolved, such dispute shall be settled by binding

arbitration.  Judgment upon the award rendered by the arbitrator may be

entered in any court having jurisdiction thereof.  The arbitrator shall be a

retired state or federal judge or an attorney who has practiced employment,

securities or business litigation for at least 10 years.  If the Parties

cannot agree on an arbitrator within 20 days, any Party may request that the

chief judge of the District Court for Hennepin County, Minnesota, select an

arbitrator.  Arbitration will be conducted pursuant to the provisions of this

Agreement, and the commercial arbitration rules of the American Arbitration

Association, unless such rules are inconsistent with the provisions of this

Agreement, but without submission of the dispute to such Association.

Limited civil discovery shall be permitted for the production of documents

and taking of depositions.  Unresolved discovery disputes may be brought to

the attention of the arbitrator who may dispose of such dispute.  The

arbitrator shall have the authority to award any remedy or relief that a

court of this state could order or grant; provided, however, that punitive or

exemplary damages shall not be awarded. The arbitrator may award to the

prevailing party, if any, as determined by the arbitrator, all of its costs

and fees, including the arbitrator's fees, administrative fees, travel

expenses, out-of-pocket expenses and reasonable attorneys' fees.  Unless

otherwise agreed by the parties, the place of any arbitration proceedings

shall be Hennepin County, Minnesota.  This agreement to arbitrate does not

include worker's compensation claims, claims for unemployment compensation,

or any injunctive or other relief to which Techne may be entitled in

accordance with Section 4 herein.

 

                              SECTION 6

 

                      MISCELLANEOUS PROVISIONS

 

        6.1     Other Benefits.  This Agreement shall not be construed to be in

lieu or to the exclusion of any other rights, benefits, and privileges to

which Executive may be entitled as an employee of Techne under any

retirement, pension, profit-sharing, insurance, or other plans or benefits

that may now be in effect or that may hereafter be adopted.

 

        6.2     Governing Law.  This Agreement shall be governed by and construed

in accordance with the laws of the State of Minnesota, without regard to

conflicts of law principles that would require the application of any other

law.

 

        6.3     Entire Agreement.  This Agreement constitutes the entire

understanding of Techne and Executive with respect to its subject matter,

supersedes any prior agreement or arrangement relative to Executive's

employment by Techne, whether oral or written, and no modification,

supplement, or amendment of any provision hereof shall be valid unless made

in writing and signed by the Parties.

 

        6.4     Successors and Assigns.  This Agreement is personal to Executive

and Executive may not assign or transfer any part of his rights or duties

hereunder, or any compensation due to him hereunder, to any other person.

This Agreement may be assigned by Techne.  This Agreement is binding on any

successors or assigns of Techne.

 

        6.5     Captions.  The captions set forth in this Agreement are for

convenience only and shall not be considered as part of this Agreement or as

in any way limiting or amplifying the terms and conditions hereof.

 

        6.6     No Conflicting Obligations; Indemnification; Duty to Defend.

Executive represents and warrants to Techne that other than Executive's

Noncompetition Agreement with Thermo Fisher dated August 3, 2011 (the "Thermo

Fisher Agreement"), he is not under, or bound to be under in the future, any

obligation to any person, firm, or corporation that is or would be

inconsistent or in conflict with this Agreement or would prevent, limit, or

impair in any way the performance by him of his obligations hereunder.  With

respect to the Thermo Fisher Agreement, Executive makes no representations

regarding its impact on his ability to fully perform the obligations under

this Agreement.  Techne agrees to indemnify, defend, and hold harmless

Executive for all losses, damages, liabilities, payments and expenses

incurred or arising out of or in connection with Executive's status as an

officer or director of Techne, whether or not the claim is asserted during

Executive's period of employment, including but not limited to all losses,

damages, liabilities, payments and expenses incurred or arising out of or in

connection with the Thermo Fisher Agreement.  If Executive possesses any

information that he knows or should know is considered by any third party, such

as a former employer of Executive's, including but not limited to Thermo

Fisher, to be confidential, trade secret, or otherwise proprietary, Executive

shall not disclose such information to Techne or use such information to

benefit Techne in any way.  Notwithstanding the foregoing, Techne's obligations

under this Section 6.6 will not apply if Executive has acted in bad faith

(including, but not limited to, intentional misconduct, willful neglect or

material misrepresentation of fact) and will not apply to any loss of severance

or other monetary payment from Thermo Fisher to which Executive may be entitled

by way of a severance agreement or otherwise.

 

        6.7     Waivers.  The failure of any Party to require the performance or

satisfaction of any term or obligation of this Agreement, or the waiver by

any Party of any breach of this Agreement, shall not prevent subsequent

enforcement of such term or obligation or be deemed a waiver of any

subsequent breach.

 

        6.8     Severability.  In the event that any provision hereof is held

invalid or unenforceable by a court of competent jurisdiction, Techne and

Executive agree that that part should modified by the court to make it

enforceable to the maximum extent possible.  If the part cannot be modified,

then that part may be severed and the other parts of this Agreement shall

remain enforceable.

 

        6.9     Code Section 409A.  Notwithstanding any other provision of this

Agreement to the contrary, the Parties to this Agreement intend that this

Agreement will satisfy the applicable requirements, if any, of Code Section

409A in a manner that will preclude the imposition of additional taxes and

interest imposed under Code Section 409A.  The Parties agree that this

Agreement will be amended (as determined by Techne in its sole discretion) to

the extent necessary to comply with Code Section 409A, as amended from time

to time, and the notices and other guidance of general applicability issued

thereunder.  Further, if any of the payments described in this Agreement are

subject to the requirements of Code Section 409A and Techne determines that

Executive is a "specified employee" as defined in Code Section 409A as of the

date of Executive's termination of employment (which will have the same

meaning as "separation from service" as defined in Code Section 409A), all or

a portion of such payments will not be paid or commence earlier than the

first day of the seventh month following the date of Executive's termination

of employment, but only to the extent such delay is required for compliance

with Code Section 409A.

 

       6.10    Notices.  All notices given or made pursuant to this Agreement

shall be in writing and shall be deemed effectively given, delivered and

received (A) upon personal delivery to the Party to be notified; (B) when

sent by facsimile if sent during normal business hours of the recipient, and

if not sent during normal business hours then on the next business day; (C)

five (5) calendar days after having been sent by registered or certified

mail, return receipt requested, postage prepaid; or (D) one (1) business day

after the business day of deposit with a nationally recognized overnight

courier, specifying next-day delivery, with written verification of receipt.

All communications shall be sent to the respective parties at their addresses

set forth below, or to such facsimile numbers, or addresses as subsequently

modified by written notice given in accordance with this Section:

 

               (a)     If to Techne:

                                              Techne Corporation

                                              Attention:  Chair, Board of Directors

                                              614 McKinley Place Northeast

                                              Minneapolis, MN 55413

 

               (b)     If to the Executive:

                                              Charles Kummeth

                                              5710 57th Street Cove North

                                                Lake Elmo, MN 55042

 

 

 

 

        6.11    Construction.  The Parties agree that the terms and provisions of

this Agreement embody their mutual intent, each Party has had the opportunity

to negotiate its provisions and contribute to its drafting, and therefore, it

is not to be construed more liberally in favor of, or more strictly against,

any Party hereto.

 

        6.12    Counterparts.  This Agreement may be executed in one or more

counterparts, each of which will be deemed to be an original of this

Agreement and all of which, when taken together, will be deemed to constitute

one and the same agreement.  Electronically transmitted (e.g., by facsimile

or pdf) signed copies of this Agreement shall be deemed to be original signed

versions of this Agreement.

 

       6.13    Section 280G.  Notwithstanding anything to the contrary contained

in this Agreement, to the extent that any of the payments and benefits

provided for under this Agreement or any other agreement or arrangement

between the Executive and the Company (collectively, the "Payments")

constitute a "parachute payment" within the meaning of Section 280G of the

Code and (ii) but for this Section 5(b), would be subject to the excise tax

imposed by Section 4999 of the Code, then the Payments shall be payable

either (i) in full or (ii) as to such lesser amount which would result in no

portion of such Payments being subject to excise tax under Section 4999 of

the Code; whichever of the foregoing amounts, taking into account the

applicable federal, state and local income taxes and the excise tax imposed

by Section 4999, results in the Executive's receipt on an after-tax basis, of

the greatest amount of economic benefits under this Agreement,

notwithstanding that all or some portion of such benefits may be taxable

under Section 4999 of the Code.  Unless the Executive and the Company

otherwise agree in writing, any determination required under this Section

6.13 shall be made in writing by the Company's independent public accountants

(the "Accountants"), whose reasonable determination shall be conclusive and

binding upon the Executive and the Company for all purposes.  For purposes of

making the calculations required by this Section 6.13, the Accountants may

make reasonable assumptions and approximations concerning applicable taxes

and may rely on reasonable, good faith interpretations concerning the

application of the Sections 280G and 4999 of the Code.  The Executive and the

Company shall furnish to the Accountants such information and documents as

the Accountants may reasonably request in order to make a determination under

this Section 6.13.

 

 

 

       THE PARTIES HAVE executed this Employment Agreement in the manner

appropriate to each as of the dates set forth below.

 

/s/ Charles Kummeth                           March 16, 2013

Charles Kummeth                                    Date

 

TECHNE CORPORATION

 

By:     /s/ Randolph C. Steer, M.D., Ph.D.    March 15, 2013

Its: Director and Chair, Executive               Date

      Compensation Committee

 

 

</TEXT>

</DOCUMENT>

 

 

 

 

EX-10 4 ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

 

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

 

This First Amendment to Employment Agreement (the “First Amendment”) amends the Employment Agreement by and between Bio-Techne Corporation (formerly Techne Corporation), a Minnesota corporation (“Bio-Techne”), and Charles Kummeth (“Employee”). This First Amendment is effective as of January 30, 2015 (“Effective Date”).

 

RECITALS

 

 

WHEREAS, the Parties have entered into an Employment Agreement effective April 1, 2013 (the "Existing Agreement"); and

 

WHEREAS, the Parties desire to amend the Existing Agreement to clarify the definition of CIC Severance Payment in the Existing Agreement and to allow for recoupment of incentive compensation in accordance with applicable laws or company policies.

 

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1.     Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.

 

2.     Amendments to the Existing Agreement. As of the Effective Date (defined above), the Existing Agreement is hereby amended or modified as follows:

 

(a)     Section 3.4 of the Existing Agreement is hereby amended by:

 

(i)     deleting the first sentence of that Section; and

 

(ii)     inserting as a new first sentence the following:

 

“If there is a Change in Control, as defined below, and Executive's employment is terminated upon consummation of such Change in Control or within one (1) year thereafter, Executive will be paid an amount equal to two (2) years of his then-current base annual salary plus the pro-rated value of any incentive compensation earned through the date of such termination pursuant to Section 2.3 above and the automatic acceleration of any vesting requirements of the equity grants awarded to Employee by Bio-Techne during his employment (hereinafter referred to as the "CIC Severance Payment"); provided, however, that Executive shall be entitled to the CIC Severance Payment set forth in this Section 3.4 only if he executes, does not rescind, and fully complies with a release agreement in a form supplied by Techne, which will include, but not be limited to, a comprehensive release of claims against Techne and its directors, officers, employees and all related parties, in their official and individual capacities; provided, however, that the release will not include amounts owed under any deferred compensation program or any worker's compensation claims.

 

 

 


 

 

(b)     A new Section 2.7 is added to the Existing Agreement as follows:

 

Recoupment. The incentive compensation payable to Employee pursuant to Sections 2.2, 2.3 and 2.5 hereof shall be subject to reduction, cancellation, forfeiture or recoupment as and to the extent required by the applicable provisions of any law (including without limitation Section 10D of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), government regulation or stock exchange listing requirement, or clawback policy or provision implemented by Bio-Techne pursuant to such law, regulation or listing requirement.”

 

3.     Except as expressly provided in this First Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties.

 

 

THE PARTIES HAVE executed this Agreement in the manner appropriate to each as of the dates set forth below.

 

BIO-TECHNE CORPORATION

 

 

 

By

 

//James Hippel//

 

January 30, 2015

Authorized Signatory

Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMPLOYEE

 

 

 

 

 

 

 

 

 

 

 

 

 

//Charles Kummeth//

 

January 30, 2015

Charles Kummeth

Date