EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (this “Agreement”) is made and entered into between Bio-Techne Corporation, a Minnesota corporation (“Bio-Techne”) and Steve Crouse (“Executive”). Each of Bio-Techne and Executive 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:
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Notwithstanding the foregoing, Bio-Techne shall not terminate Executive’s employment for Cause pursuant to clause (i),(v), (vii) or (viii) unless Bio-Techne first gives Executive notice of, and thirty (30) calendar days to cure, any such grounds for termination (provided that no such notice and cure opportunity shall be required as to any such grounds that are not reasonably capable of being cured under the circumstances).
For clarity, termination of Executive’s employment for “Good Reason” shall not include Executive’s termination as a result of death, Disability or Executive’s retirement. Further, “Good Reason” shall not include any change to Bio-Techne’s operating segments provided that Executive remains President of a segment following any such change.
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provided, however, that Executive shall be entitled to the Termination Severance Payments set forth in this Section 5.2 only if Executive first executes and does not revoke, and fully complies with, a separation agreement prepared by Bio-Techne (to be provided to Executive no later than
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seven (7) calendar days after the Termination Date) containing a comprehensive release of claims against each member of the Company Group and their respective representatives, and certain other persons and entities, and containing certain other provisions (the “Release”), and such Release becomes effective no later than sixty (60) calendar days following the Termination Date in accordance with its terms.
Notwithstanding the foregoing, if Bio-Techne determines, in its sole discretion, that payment of the COBRA premiums under this Section 5.2 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 5.2. Executive may, but will not be obligated to, use the Special Severance Payment toward the cost of COBRA premiums.
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The payments and benefits described in Section 5.3(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 5.3 only if Executive executes and does not rescind, and fully complies with, the Release and such Release becomes effective no later than sixty (60) calendar days after the Termination Date in accordance with its terms.
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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.
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Attention: General Counsel
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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 February 10, 2026
Julie Bushman, Chair, Compensation Committee of
the Board of Directors
EXECUTIVE
/s/ Steve Crouse February 10, 2026
STEVE CROUSE
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