TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE
This Transition and Separation Agreement and General Release ("Agreement") is entered into by and between Bio-Techne Corporation, a Minnesota corporation (the “Company”), and Dr. Matt McManus (the “Executive”).
WHEREAS, the Executive and the Company are parties to that certain Executive Employment Agreement dated as of January 8, 2024 (the “Employment Agreement”); and
WHEREAS, the Executive and the Company desire to enter into an agreement regarding the Executive’s transition from the Executive’s position as President – Diagnostics & Spatial Biology Segment and later separation of employment from the Company and a release of claims;
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Company and the Executive agree as follows:
short- or long-term incentive plans or policies except as otherwise provided in Section 2(d) below in which the Executive currently participates, as in effect or amended from time to time.
Termination Severance Payments that represents payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect, then in lieu of the Company’s continuing to pay the COBRA premiums as part of the Termination Severance Payments, the Company may instead elect to pay the 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, for each remaining month during which the Executive is eligible to receive Termination Severance Payments under this Agreement.
The Executive acknowledges and agrees that the foregoing payments and benefits each provide the Executive with valuable consideration to which the Executive would not otherwise be entitled if the Executive had not signed this Agreement.
Notwithstanding the provisions of Sections 1 and 2 above, the Company may accelerate the Executive’s Separation Date to (and thus the Transition Period will end on) a date prior to March 31, 2026 designated by the Company if the Executive engages in conduct that would constitute Cause as defined in Section 4.1(f) of the Employment Agreement. In such event, the Executive will not be entitled to the benefits described in Section 2(c) above and will only be entitled to that portion of the salary and benefits described in Section 2(b) above that accrued prior to the accelerated Separation Date.
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Amended and Restated 2010 Equity Incentive Plan or any other stock plan of the Company shall continue to be governed by the terms and conditions of the plan pursuant to which it was granted and the applicable award agreement.
Notwithstanding the foregoing provisions of this Section 6, nothing in this Agreement shall waive or release: (i) any claim that cannot be waived or released by law; (ii) any claim to enforce this Agreement; (iii) any claim for workers’ compensation or unemployment insurance benefit, or (iv) any claim, if any, to indemnification under any applicable law, any Company by-laws, or any
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director and officer insurance, it being understood and agreed that this Agreement does not create or expand upon any such rights to indemnification.
| 7. | No Other Actions or Claims. The Executive represents and warrants that: |
(a) there has not been filed by the Executive or on the Executive’s behalf any legal or other proceeding against any of the Released Parties (provided, however, that the Executive need not disclose to the Company, and the foregoing representation and warranty in this clause (a) does not apply to, conduct or matters described in Section 11 below); (b) the Executive is the sole owner of the claims that are released in Section 6 above; (c) none of these claims has been transferred or assigned or caused to be transferred or assigned to any other person or entity; and (d) the Executive has the full right and power to grant, execute and deliver the releases, undertakings and agreements contained in this Agreement. The Executive further agrees that the Executive shall not at any time become a party to, or otherwise become, a class or collective member or other similar claimant in any class, collective, representative, multiple-plaintiff or other consolidated or similar action in any court or arbitration against any of the Released Parties that involves or is based upon any claim waived and released by the Executive pursuant to Section 6 above and will take all steps necessary to opt out of any such actions.
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nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the date that is six months following the Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the first business day following the date that is six months following the separation from service and (b) the date of the Executive’s death. Further, to the extent any payments hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A of the Code, and the period to consider and not revoke this Agreement or the Supplemental Release spans two taxable years, then the payments hereunder shall be made in the later of the two taxable years to the extent necessary to comply with Section 409A of the Code. Each payment under this Agreement as a result of the separation of the Executive’s service shall be considered a separate payment for purposes of Section 409A of the Code. Any reimbursement payable to the Executive pursuant to this Agreement shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy and shall be paid to the Executive within 30 calendar days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year shall not affect the amount of expenses eligible for reimbursement or in-kind benefit to be provided during any other calendar year. The right to reimbursement or to an in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.
| 10. | Cooperation; Continued Advisory Support; Nondisparagement. |
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| 11. | Non-Interference. |
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the attorney-client privilege or any other privilege belonging to the Company or any of its affiliates, as the Company and its affiliates do not waive and intend to preserve such privileges.
(c) THE EXECUTIVE HEREBY IS AND HAS BEEN ADVISED TO HAVE THE EXECUTIVE’S ATTORNEY (CHOSEN BY THE EXECUTIVE, AND AT THE EXECUTIVE’S COST) REVIEW THIS AGREEMENT BEFORE SIGNING IT; (d) THE EXECUTIVE HAS 21 CALENDAR DAYS IN WHICH TO CONSIDER WHETHER TO EXECUTE THIS AGREEMENT; AND (e) WITHIN 15 CALENDAR DAYS AFTER THE DATE ON WHICH THE EXECUTIVE SIGNS THIS AGREEMENT, THE EXECUTIVE MAY, AT THE EXECUTIVE’S SOLE OPTION, REVOKE THIS AGREEMENT UPON WRITTEN NOTICE TO BIO-TECHNE CORPORATION, 614 MCKINLEY PLACE NORTHEAST, MINNEAPOLIS, MN 55413, ATTN: GENERAL COUNSEL, AND THIS AGREEMENT WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THIS 15-DAY REVOCATION PERIOD HAS EXPIRED WITHOUT ANY REVOCATION BY THE EXECUTIVE. IF THE EXECUTIVE REVOKES THIS AGREEMENT, IT SHALL BE NULL AND VOID. ANY MODIFICATION OF THIS AGREEMENT, WHETHER MATERIAL OR IMMATERIAL, WILL NOT RESTART THE 21 CALENDAR DAY CONSIDERATION PERIOD SET FORTH ABOVE.
THE EXECUTIVE FURTHER ACKNOWLEDGES THAT THE EXECUTIVE: (I) IS NOT RELYING UPON ANY STATEMENTS, UNDERSTANDINGS, REPRESENTATIONS, EXPECTATIONS OR AGREEMENTS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT; (II) HAS MADE THE EXECUTIVE’S OWN INVESTIGATION OF THE FACTS AND IS RELYING SOLELY UPON THE EXECUTIVE’S OWN KNOWLEDGE; AND (III) KNOWINGLY WAIVES (A) ANY CLAIM THAT THIS AGREEMENT WAS INDUCED BY ANY MISREPRESENTATION OR NONDISCLOSURE AND (B) ANY RIGHT TO RESCIND OR AVOID THIS AGREEMENT BASED UPON PRESENTLY EXISTING FACTS, KNOWN OR UNKNOWN. THE PARTIES STIPULATE THAT THE COMPANY, IN ENTERING INTO THIS AGREEMENT, IS RELYING ON THESE REPRESENTATIONS AND WARRANTIES, ALL OF WHICH SURVIVE THE EXECUTION OF THIS AGREEMENT.
herein are for convenience of reference only and are not to be considered in construction of the provisions of this Agreement. The word “or” is not exclusive. This Agreement may be executed in two counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same
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instrument. This Agreement is enforceable by the Company and its affiliates and may be assigned or transferred by the Company to, and shall be binding upon and inure to the benefit of, any parent or other affiliate of the Company or any person that at any time, whether by merger, purchase or otherwise, acquires all or substantially all of the assets, stock or business of the Company or of any division thereof. The Executive may not assign any of the Executive’s rights or obligations under this Agreement.
BY SIGNING BELOW, THE PARTIES REPRESENT THAT THEY HAVE READ AND UNDERSTAND THE FOREGOING AND KNOWINGLY AND VOLUNTARILY INTEND TO BE BOUND THEREBY:
BIO-TECHNE CORPORATION
By: /s/ Shane BohnenMarch 3, 2026
Shane Bohnen, Senior Vice President, General Counsel
EXECUTIVE
/s/ Dr. Matt McManusMarch 5, 2026
DR. MATT MCMANUS
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