KEWAUNEE SCIENTIFIC CORP /DE/ (Form: 8-K, Received: 09/02/2014 14:06:55)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2014

Kewaunee Scientific Corporation

(Exact name of registrant as specified in its charter)

Delaware

0-5286

38-0715562

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

2700 West Front Street

Statesville, NC 28677

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 873-7202

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On August 27, 2014, Kewaunee Scientific Corporation (the “Company”) entered into a Restated and Amended Change of Control Employment Agreement (the “Agreement”) between the Company and its President and Chief Executive Officer, Mr. David M. Rausch. The terms of the Agreement are substantially the same as Mr. Rausch’s previous change of control employment agreement except that upon certain termination events within one year of a change of control Mr. Rausch will receive a payment equal to two times his annual compensation rather than a payment equal to his annual compensation, and upon certain termination events after the first year anniversary of a change of control Mr. Rausch will receive a payment equal to his annual compensation rather than a payment equal to one-half times his annual compensation. This summary of the Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Agreement, a copy of which is included in this filing as Exhibit 10.1 and is incorporated herein by reference.

On August 27, 2014, the Company also entered into certain Extension Agreements to amend the Change of Control Employment Agreements between the Company and its senior executives, including its Chief Financial Officer, to extend the term of such agreements from November 12, 2014 to November 12, 2017. Copies of the Extension Agreements entered into by the Company with respect to the Change of Control Employment Agreements of the Company’s senior executives are included in this filing as Exhibits 10.2, 10.3, 10.4, 10.5, and 10.6 and are incorporated herein by reference. This summary of the Extension Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Extension Agreements.

On August 27, 2014, the Company also amended its Re-Established Retirement Plan for Salaried Employees, its Re-Established Retirement Plan for Hourly Employees, its Pension Equalization Plan, and its 401 Plus Executive Deferred Compensation Plan to clarify that each is governed by the laws of the State of North Carolina to the extent not preempted by federal law. This summary of the amendments to the pension plans does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the amendments to the pension plans. Copies of the amendments are included in this filing as Exhibits 10.7, 10.8, 10.9, and 10.10 and each is incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On August 27, 2014, the Company amended Section 4.02 of its Bylaws to provide that the annual meeting of stockholders shall be on the fourth Wednesday in August, or at such date as determined by the Board of Directors of the Company. A copy of the Company’s Bylaws, as amended, is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a) and (b) On August 27, 2014, the Company held its 2014 Annual Meeting of Stockholders. At that meeting, the Company’s shareholders voted on the matters set forth below.

1. Each of the nominees named below was re-elected as a Class I director for a three year term as follows:


Name of Nominee	For		Withheld		Non-Votes
David M. Rausch		1,616,895		23,712		765,407
David S. Rhind		1,569,064		71,543		765,407
John D. Russell		1,557,125		83,482		765,407

2. The independent registered accounting firm of Cherry Bekaert L.L.P. was ratified as the Company’s independent auditor for fiscal year 2015 as follows:


For	Against	Abstained
2,368,547	36,250	1,217

3. The compensation of the Company’s named executive officers was approved on an advisory basis pursuant to the following votes:


For	Against	Abstained	Non-Votes
1,543,359	92,284	4,964	765,407

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

3.1		Bylaws of the Company, as amended August 27, 2014.

10.1		Restated and Amended Change of Control Employment Agreement, dated August 27, 2014, between the Company and David M. Rausch

10.2		Extension Agreement, dated August 27, 2014, with respect to the Change of Control Employment Agreement of D. Michael Parker.

10.3		Extension Agreement, dated August 27, 2014, with respect to the Change of Control Employment Agreement of Kurt P. Rindoks.

10.4		Extension Agreement, dated August 27, 2014, with respect to the Change of Control Employment Agreement of Keith D. Smith.

10.5		Extension Agreement, dated August 27, 2014, with respect to the Change of Control Employment Agreement of Elizabeth D. Phillips.

10.6		Extension Agreement, dated August 27, 2014, with respect to the Change of Control Employment Agreement of Dana L. Dahlgren.

10.7		First Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation

10.8		First Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation

10.9		Amendment No. One to the Kewaunee Scientific Corporation Pension Equalization Plan

10.10		Amendment No. One to the Kewaunee Scientific Corporation 401 Plus Executive Deferred Compensation Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 2, 2014


Kewaunee Scientific Corporation

By:		/s/ D. Michael Parker
		D. Michael Parker
		Senior Vice President, Finance and Chief Financial Officer

Exhibit 3.1

KEWAUNEE SCIENTIFIC CORPORATION

(a Delaware corporation)

Bylaws

(as amended August 27, 2014)

OFFICES

1.01 The corporation shall have and maintain a registered office in the State of Delaware and may have offices in such other places within or outside the State of Delaware as the Board of Directors may from time to time select or the business of the corporation requires.

SEAL

2.01 The corporation shall have a seal which shall have inscribed thereon the name of the corporation, the state of incorporation and the words “Corporate Seal”. The seal may be used by causing it or a facsimile to be imprinted, affixed, reproduced or otherwise.

STOCK

3.01 Shares of stock may be issued for such consideration, not less than the par value thereof, as is determined from time to time by the Board of Directors (hereinafter called the “Board”). The Board shall determine what part of the consideration received by the corporation for its shares (not less than the aggregate par value thereof) shall be capital.

3.02 Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman of the Board, the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar, whether because of death, resignation or otherwise, before such certificate has been issued or delivered by the corporation, such certificate may nevertheless be issued and delivered by the corporation as though the person who signed such certificate or whose facsimile signature has been used thereon had not ceased to be such officer, transfer agent or registrar.

3.03 In the event of loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

3.04 The Board may appoint one or more transfer agents and one or more registrars. Transfers of stock shall be made only upon the transfer books of the corporation. Except where a certificate is issued in accordance with Section 3.03 of these bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

3.05 The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

STOCKHOLDERS AND MEETINGS OF STOCKHOLDERS

4.01 The annual meeting of the stockholders of the corporation for the election of directors and for the transaction of any other business as may properly come before the meeting shall be held at such place within or outside the State of Delaware as the Board shall fix.

4.02 The annual meeting of stockholders shall be held on the fourth Wednesday in August, or at such date as determined by the Board, in each year at such time as the Board shall fix. If the date fixed for the annual meeting shall be a legal holiday, the meeting shall be held on the next business day.

4.03 Special meetings of the stockholders for any purpose or purposes described in the notice of the meeting may be called at any time by the Chairman of the Board, the President or a majority of the Board and shall be held at such place, on such date and at such time as shall be designated in the notice thereof.

4.04 Each stockholder of record shall be given written notice of each meeting of stockholders, which notice shall state the place, date and time of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

4.05 When a meeting of stockholders is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

4.06 The Board shall have power to close the stock transfer books of the corporation for a period not more than sixty nor less than ten days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board may fix in advance a date not more than sixty nor less than ten days preceding the date of any meeting of stockholders, or the date for any payment of dividends, or the date for allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as the

record date for the determination of stockholders entitled to vote at any such meeting or entitled to receive payment of any such dividend or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid. This bylaw shall in no way affect the rights of a stockholder and his transferee or transferor as between themselves.

4.07 The officer who has charge of the stock ledger of the corporation shall prepare and make, or cause to be made, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either in a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be produced and kept at the place of the meeting during the whole time thereof, and be subject to the inspection of any stockholder who may be present. The list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

4.08 The holders of a majority of all of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for all purposes at all meetings of the stockholders for the transaction of business unless the presence of a larger number is required by law. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present in person or represented by proxy, shall have power to adjourn the meeting to another place, date or time.

4.09 The Chairman of the Board or, in his absence, the President shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the corporation, the secretary of the meeting shall be such person as the chairman appoints.

4.10 The vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before a meeting of stockholders, except as otherwise required by law or the corporation’s restated certificate of incorporation. Each stockholder shall be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

BOARD OF DIRECTORS

5.01 The business and affairs of the corporation shall be managed by or under the direction of the Board.

5.02 The number of directors constituting the whole Board shall be eight. The number of directors may be changed from time to time by amendment to these bylaws, subject to the provisions of Article Seventh of the corporation’s restated certificate of incorporation. Directorships with terms expiring in any year shall be filled at the annual meeting of stockholders in that year. Each director shall hold office until his successor is elected and qualified or until his earlier resignation, removal or death.

5.03 Any director may resign at any time by giving written notice of his resignation to the Board, the Chairman of the Board, the President or the Secretary of the corporation. Any such resignation shall take effect at the time specified therein or, if the time when it is to become effective shall not be specified therein, then it shall take effect when accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective.

5.04 A director may be removed only by the holders of at least 75% of the shares entitled to vote at an election of directors, with or without cause.

5.05 Any vacancy on the Board or any newly-created directorship may be filled by the vote of a majority of the directors of the corporation then in office even though less than a quorum, or by a sole remaining director, and any director so chosen shall hold office until the next election of the class for which he was chosen and until his successor is elected and qualified or until his earlier resignation, removal or death.

5.06 A regular meeting of the Board shall be held immediately following each annual meeting of stockholders and no notice to the directors of such meeting shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held immediately following the annual meeting of stockholders, the meeting may be held at such time and place as shall be stated in a notice as hereinafter provided for such meetings of the Board, or as shall be specified in a written waiver signed by all the directors.

5.07 Other regular meetings of the Board shall be held at such place or places, on such date or dates and at such time or times as shall have been established by the Board. A notice of each regular meeting shall not be required.

5.08 Special meetings of the Board may be called by the Chairman of the Board, the President or a majority of the members of the Board then in office, and shall be held at such place on such date and at such time as he or they shall fix. Notice of the place, date and time of each special meeting shall be given as provided in Section 6.01 to each director not less than three days before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

5.09 A majority of the directors then in office shall constitute a quorum for the transaction of business by the Board. If a quorum is present, the act of a majority of the directors present at any meeting shall be the act of the Board, except as may be otherwise provided by these bylaws or required by law. If a quorum shall not be present at any meeting of the Board, the directors present may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present.

5.10 At each meeting of the Board, the Chairman of the Board or, in his absence, the President, shall preside. The Secretary or, in his absence, any person designated by the chairman of the meeting, shall act as secretary of such meeting and keep the minutes thereof.

5.11 Any action required or permitted to be taken at any meeting of the Board or of any committee thereof, may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

5.12 The Board may by resolution passed by a majority of the whole Board, designate one or more committees including an executive committee, each committee to consist of two or more of the directors of the corporation, which to the extent provided in the resolution shall have and may exercise all of the delegable powers of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board.

5.13 Each committee may determine the procedural rules for meeting and conducting its business, and shall act in accordance therewith except as otherwise required by law.

5.14 The directors may be paid their expenses, if any, of attendance at each meeting of the Board, and may be paid a fixed sum for attendance at each meeting of the Board and/or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed compensation as fixed by the Board from time to time.

5.15 Any member of the Board or of any committee thereof may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

NOTICES

6.01 Whenever notice is required to be given to any stockholder, director, officer, or agent, such notice may be, but need not be, personal notice. Such notice may be effectively given by depositing a writing in a post office or letter box, in a postpaid, sealed wrapper, or by dispatching a prepaid telegram or cable, addressed to such stockholder, director, officer or agent at his or her address as the same appears on the books of the corporation. The time when such notice is dispatched shall be the time of the giving of the notice.

6.02 A written waiver of any notice, signed by a stockholder, director, officer, or agent, whether before or after the time of the event for which such notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

OFFICERS

7.01 The officers of the corporation shall be a Chairman of the Board, a President, such number of Vice Presidents as the Board shall determine, a Treasurer, a Secretary, a Controller, and such Assistant Treasurers and Assistant Secretaries and other officers as shall be elected by the Board. One person may hold more than one office.

7.02 Officers of the corporation, and agents appointed by the Board, shall hold their offices and positions for such terms as shall be determined by the Board, and may be removed at any time by the Board. Vacancies occurring in any office or position at any time may be filled by the Board.

7.03 All officers and agents elected or appointed by the Board shall have such authority and perform such duties in the conduct and management of the corporation as may be delegated by the Board or provided in these bylaws.

7.04 Officers and agents appointed by the Board shall receive such compensation as may be determined by the Board.

7.05 The Chairman of the Board shall preside at all meetings of the stockholders and of the Board, and shall have and perform such other duties as may be assigned to him from time to time by the Board. In the event of the absence or disability of the President, the Chairman of the Board shall perform the duties and exercise the power of the President until otherwise directed by the Board.

7.06 The President shall be the chief executive officer of the corporation and shall have general authority over its business and affairs, subject to the direction of the Board. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board, certificates for shares of the corporation, and any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed, and in general he shall perform such other duties as are incident to his office or as from time to time may be prescribed by the Board. In the event of the absence or disability of the Chairman of the Board, the President shall perform the duties and exercise the powers of the Chairman of the Board.

7.07 Each Vice President shall perform the duties and exercise the powers in the management and operations of the corporation as are customary and incident to the office held or as may be assigned from time to time by the President or Board.

7.08 The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall give or cause to be given notice of all meetings of the stockholders and of the Board and shall perform such other duties as may be prescribed by the President or Board. He shall keep in safe custody the seal of the corporation and affix the same to any instrument requiring it, and when so affixed it may be attested by his signature or by the signature of an Assistant Secretary. The Secretary may delegate any of his duties, powers, and authorities to one or more Assistant Secretaries, unless such delegation be disapproved by the Board.

7.09 The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board. He shall render to the President and directors, whenever they may require it, an account of his transactions as Treasurer. The Treasurer may delegate any of his duties, powers, and authorities to one or more Assistant Treasurers, unless such delegations be disapproved by the Board.

7.10 The Controller shall receive and give or cause to be given receipts and acquittances for moneys paid to the corporation and shall pay out of the funds on hand all just debts of the corporation of whatever nature. He shall enter or cause to be entered in the books of the corporation to be kept for that purpose full and accurate accounts of all moneys received and paid on account of the corporation. He shall prepare monthly statements of profit and loss and a monthly balance sheet reflecting the conditions of the business for the President and the Board. Whenever required by the President or directors he shall render a statement of the corporation’s cash accounts. He shall keep or cause to be kept such other books as will show a true record of the expenses, losses, gains, assets and liabilities of the corporation. He shall be responsible for the preparation of any and all local, city, county, state or federal tax returns including real estate and personal property taxes, income taxes, sales and/or use taxes, which may be required by local ordinance or by the laws of the several states, or by the federal government. He shall, in general, do all things necessary to carry out the accounting procedures established for the corporation by the President or the Board or as may be required by law.

7.11 The Assistant Secretaries shall perform the duties and exercise the powers and authorities of the Secretary in case of his absence or disability. The Assistant Treasurers may perform the duties and exercise the powers and authorities of the Treasurer in case of his absence or disability. The Assistant Secretaries and Assistant Treasurers shall also perform such duties as may be delegated to them by the Secretary and Treasurer, respectively, and also such duties as the Chairman of the Board, the President, or the Board shall prescribe.

7.12 The Board may require any officer, employee or agent to give bond for the faithful discharge of his duty and for the protection of the corporation, in such sum and with such surety or sureties as the Board may deem advisable.

CHECKS AND OTHER INSTRUMENTS

8.01 The Board shall designate the officers, employees and agents of the corporation who shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the corporation, and may authorize such officers, employees and agents to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the corporation. Such designation may be by resolution or otherwise, and the authority granted may be general or confined to specific instances, all as the Board may determine.

8.02 The Board shall designate the officers of the corporation who shall have authority to appoint from time to time an agent or agents of the corporation to exercise in the name and on behalf of the corporation the powers and rights which the corporation may have as the holder of the stock or other securities or interests in any other corporation or business entity and to vote or consent in respect of such stock, securities or interests. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights; and such designated officers may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the corporation may exercise such powers and rights.

FISCAL YEAR

9.01 The fiscal year of the corporation shall begin on the 1 ^st day of May and end on the 30 ^th day of April in each year.

BOOKS AND RECORDS

10.01 The proper officers, employees and agents of the corporation shall keep and maintain such books, records and accounts of the business and affairs of the corporation as the Board shall deem advisable and as shall be required by the laws of the State of Delaware.

10.02 Each director, each member of any committee designated by the Board, and each officer of the corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the corporation including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

10.03 The directors and officers of the corporation shall prepare and distribute or cause to be prepared and distributed to the stockholders of the corporation such annual and other statements of the accounts, operations and properties of the corporation as they shall deem advisable and as shall be required by law.

INDEMNIFICATION

11.01 Each person who is or was a director or officer of the corporation, and each person who serves or served at the request of the corporation as a director or officer of another enterprise, shall be indemnified by the corporation in accordance with, and to the fullest extent authorized by, the provisions of the General Corporation Law of Delaware, as it may be in effect from time to time.

CONTRACTS WITH DIRECTORS

12.01 In the absence of fraud, no contract or other transaction between the corporation and any other corporation shall be affected or invalidated by the fact that any one or more of the directors of this corporation is or are interested in or is a director or officer, or are directors or officers of such other corporation, and any director or directors individually, or jointly, may be a party or parties, or may be interested in any contracts or transaction of this corporation or in

which this corporation is interested; and in the absence of fraud, no contract, act or transaction of this corporation with any person or persons, firm or corporation, shall be affected or invalidated by the fact that any director or directors of this corporation is a party or are parties to or interested in such contract, act or transaction, or in any way connected with such person or persons, firm or corporation, and, in the absence of fraud, each and every person who may become a director of this corporation is hereby relieved from any liability that might otherwise exist from thus contracting with the corporation for the benefit of himself or any firm, association or corporation in which he may be in anywise interested.

AMENDMENT

13.01 These bylaws may be altered, amended or repealed at any meeting of the Board provided notice of the proposed action shall have been contained in the notice of meeting, or by unanimous consent, subject to the power of the stockholders to alter or repeal any bylaw made by the Board.

Exhibit 10.1

RESTATED AND AMENDED

CHANGE OF CONTROL

EMPLOYMENT AGREEMENT

AGREEMENT by and between Kewaunee Scientific Corporation, a Delaware corporation (the “Company”) and David M. Rausch (the “Executive”), restated and amended effective as of the 27 ^th day of August, 2014.

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives the Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Change of Control Date . (a) The “Change of Control Date” shall mean the first date during the term of this Agreement on which a Change of Control (as defined in Section 2) occurs; provided, that the Executive’s employment with the Company shall be considered to have occurred the Change of Control Date if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.

(b) The term of this Agreement shall commence on the date hereof and, if no Change of Control Date occurs, shall end on November 12, 2017 , subject to extension by mutual agreement of the parties. If a Change of Control Date occurs on or before such date, the term of this Agreement shall end on the later of the last day of the Employment Period as defined in Section 3 (whether such date is prior to or after such third anniversary) or the end of the Protection Period as defined in Section 6.

2. Change of Control . For the purpose of this Agreement, a “Change of Control” shall mean:

(a) The acquisition by any one person, or more than one person acting as a group, of ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the Company’s stock; or

(b) Either, (i) the acquisition by any one person, or more than one person acting as a group, during the twelve consecutive month period ending on the date of the most recent such acquisition, of ownership of stock of the Company possessing 30% or more of the total voting power of the Company’s stock, or (ii) the replacement of a majority of the members of the Company’s Board of Directors during any twelve month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election; or

(c) The acquisition by any person, or more than one person acting as a group, during the twelve month period ending on the date of the most recent acquisition, of assets from the Company that have a total gross fair market value equal to 40% or more of the total gross fair market value of all of the Company’s assets immediately before such acquisition or acquisitions.

3. Employment Period . The Company hereby agrees to continue the Executive in its employ, subject to the terms and conditions of this Agreement, for the period (the “Employment Period”) commencing on the Change of Control Date and ending on the third anniversary of such date, unless sooner terminated pursuant to Section 5.

4. Terms of Employment . (a) Position and Duties.

(i) During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned to the Executive at any time during the 120-day period immediately preceding the Change of Control Date, and (B) the Executive’s services shall be performed within the Statesville/Charlotte, North Carolina, area, unless he otherwise consents. Subject to the foregoing, the Executive may be transferred to the payroll of an entity that is controlled by, or controls, the Company, and in such event the term “Company” shall be deemed to include such entity.

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote his attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. It shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement.

(b) Compensation.

(i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company in respect of the twelve-month period immediately preceding the month in which the Change of Control Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Change of Control Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase, and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.

(ii) Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the average of the Executive’s bonus under the Company’s annual incentive bonus plan or any comparable bonus under any predecessor or successor plan, for the last three full fiscal years prior to the Change of Control Date (annualized in the event that the Executive was not employed by the Company for the whole of any such fiscal year) (the “Average Annual Bonus”). Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

(iii) Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all incentive, stock option, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities, savings opportunities and retirement benefit opportunities, in each case, less favorable than the most favorable of those provided by the Company for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Change of Control Date, except that the foregoing shall not be construed to require the Company to provide stock options if the Company does not maintain a stock option plan following the Change of Control, and benefits may be reduced under a tax qualified plan if substitute benefits are provided under a nonqualified plan.

(iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable

generally to other peer executives of the Company, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date.

(v) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date.

(vi) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date.

(vii) Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to personal secretarial and other assistance, at least equal to those provided to the Executive by the Company at any time during the 120-day period immediately preceding the Change of Control Date.

(viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacations in accordance with the plans, policies, programs and practices of the Company at least as favorable as those in effect for the Executive at any time during the 120-day period immediately preceding the Change of Control Date.

5. Termination of Employment . (a) Disability. If the Company determines in good faith that Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 11(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive’s legal representative.

(b) Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean:

(i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or

(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the Board (or the Executive Committee of the Board) at a meeting of the Board (or Executive Committee) called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board (or Executive Committee)), finding that, in the good faith opinion of the Board (or Executive Committee), the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

(c) Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

(i) the assignment to the Executive of any duties inconsistent in any material respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and insubstantial action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii) any failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii) the Company’s requiring the Executive to be based at any office or location other than as provided in Section 4(a)(i)(B) hereof or the Company’s requiring the Executive without his consent to travel on Company business to a substantially greater extent than required immediately prior to the Change of Control Date;

(iv) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(v) any failure by the Company to comply with and satisfy Section 10(c) of this Agreement.

For purposes of this Section 5(c), any good faith determination of “Good Reason” made by the Executive shall be conclusive.

(d) Notice of Termination. Any termination by the Company for cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e) Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt by the other party hereto of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Executive of such termination, and (iii) if the Executive’s employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be. The Employment Period shall end on the Date of Termination.

6. Obligations of the Company upon Termination . (a) Termination by Company Not for Cause; Resignation by Executive for Good Reason. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or Disability, or the Executive shall terminate employment for Good Reason, then, in addition to all compensation that has been earned but not yet paid on the Date of Termination, the Executive shall be entitled to the following. The amounts to

be paid to the Executive pursuant to subparagraphs (i) and (ii), as applicable, shall be paid in a lump sum in cash within 30 days after the Date of Termination. All references in the following subparagraphs to specific employee benefit plans shall be appropriately adjusted to refer to any amendments or successors to such plans as in effect on the Date of Termination, subject to Section 4(b).

(i) The Company shall pay to the Executive an amount equal to either:

A. if the Date of Termination occurs on or before the first anniversary of the Change of Control Date, two times the sum of the Executive’s Annual Base Salary plus his Average Annual Bonus, plus the compensation for any earned but unused vacation days; or

B. if the Date of Termination occurs after the first anniversary of the Change of Control Date, the sum of the Executive’s Annual Base Salary plus his Average Annual Bonus and the compensation for any earned but unused vacation days.

(ii) If the Executive is a participant in the Kewaunee Scientific Corporation Group Special Employee Benefit Plan (the “SEBP”), he shall also receive a payment equal to the present value of the vested death benefit, if any, to which the Executive’s beneficiaries would have been entitled under the SEBP if the Executive’s employment had continued until the end of the Protection Period, based on the assumption that the Executive’s compensation throughout the Protection Period would have been that required by Section 4(b)(i) and Section 4(b)(ii). Such present value shall be determined as if the death benefit were payable at the end of the Executive’s life expectancy, determined as of the date of payment, and discounted to the date of payment, using the same mortality and interest rate assumptions used to calculate lump sum benefits under the Retirement Plan. The amount of such payment shall be in full satisfaction of all amounts that may be owed to the Executive’s beneficiaries under the SEBP.

(iii) During the Protection Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement as if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and their families; provided, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, and for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Protection Period and to have retired on the last day of the Protection Period.

(b) Death. If the Executive dies during the Employment Period, this Agreement shall terminate without further obligation to the Executive or his estate other than the obligation to pay any compensation or benefits that have been earned but not paid on the Date of Termination, and any post-termination, life insurance or death benefits that are provided under the Company’s normal benefit plans and policies; provided, that the death benefits payable to the Employee’s beneficiaries or estate shall be at least equal to the most favorable benefits provided by the Company to the estates and beneficiaries of peer executives of the Company (taking into account differences in compensation) under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Change of Control Date.

(c) Disability. If the Executive’s employment shall be terminated during the Employment Period by reason of the Executive’s Disability, this Agreement shall terminate without further obligation to the Executive other than the obligation to pay any compensation or benefits that have been earned but not paid on the Date of Termination, and any post-termination benefits or disability benefits that are provided under the Company’s normal benefit plans and policies; provided, that the disability benefits payable to the Executive shall be at least equal to the most favorable of those generally provided by the Company to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Change of Control Date.

(d) Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause during the Employment Period, or if the Executive shall resign during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligation to the Executive other than the obligation to pay any compensation or benefits that have been earned but not paid on the Date of Termination, and any post-termination benefits that are provided under the Company’s normal benefit plans and policies.

7. Non-exclusivity of Rights . Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice (other than any severance pay plan) provided by the Company and for which the Executive may qualify, nor, subject to Section 11(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

8. Full Settlement; Legal Fees . The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as specifically provided in Section 6(a)(iii), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expense which the Executive may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f) (2) (A) of the Internal Revenue Code of 1986, as amended (the “Code”); provided, that if the contest is between the Executive and the Company, the Company shall be obligated to pay the Executive’s legal fees and expenses if the Executive prevails to any extent in such contest.

9. Confidential Information . The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company, and its business, which shall have been obtained by the Executive during the Executive’s employment by the Company and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

10. Successors . (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this

Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

11. Miscellaneous . (a) This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:


If to the Executive:		David M. Rausch
		143 Village View Drive #416
		Mooresville, NC 28117

If to the Company:		Kewaunee Scientific Corporation
		2700 West Front Street Statesville, NC 28677
		Attention: Corporate Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 5(c) (i)-(v) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, prior to the Change of Control Date, the Executive’s employment may be terminated by either the Executive or the Company at any time prior to the Change of Control Date, in which case the Executive shall have no further rights under this Agreement. From and after the Change of Control Date this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.


/s/ David M. Rausch
David M. Rausch

KEWAUNEE SCIENTIFIC CORPORATION

By:		/s/ William A. Shumaker
Its:		Chairman of the Board

Exhibit 10.2

TO:

D. Michael Parker

RE:

EXTENSION OF CHANGE OF CONTROL EMPLOYMENT AGREEMENT

Pursuant to Section 1(b) of your Change of Control Employment Agreement (the “Agreement”), dated as of December 4, 2008, the term of the Agreement, as stated in Section 1(b) thereof, is hereby extended so that the Agreement, as extended, will end on November 12, 2017.

In all other respects, the Agreement is reaffirmed and remains unchanged.

IN WITNESS WHEREOF, this Extension Agreement, pursuant to authorization from the Board of Directors of the Company, is executed in the Company’s name and on its behalf as of the day and year shown herein.

Date: August 27, 2014


KEWAUNEE SCIENTIFIC CORPORATION

By:		/s/ David M. Rausch
		David M. Rausch
Its:		President and Chief Executive Officer

Exhibit 10.3

TO:

Kurt P. Rindoks

RE:

EXTENSION OF CHANGE OF CONTROL EMPLOYMENT AGREEMENT

In all other respects, the Agreement is reaffirmed and remains unchanged.

Date: August 27, 2014


KEWAUNEE SCIENTIFIC CORPORATION

By:		/s/ D. Michael Parker
		D. Michael Parker
Its:		Senior Vice President, Finance
		Treasurer, Secretary

Exhibit 10.4

TO:

Keith D. Smith

RE:

EXTENSION OF CHANGE OF CONTROL EMPLOYMENT AGREEMENT

In all other respects, the Agreement is reaffirmed and remains unchanged.

Date: August 27, 2014


KEWAUNEE SCIENTIFIC CORPORATION

By:		/s/ D. Michael Parker
		D. Michael Parker
Its:		Senior Vice President, Finance
		Treasurer, Secretary

Exhibit 10.5

TO:

Elizabeth D. Phillips

RE:

EXTENSION OF CHANGE OF CONTROL EMPLOYMENT AGREEMENT

In all other respects, the Agreement is reaffirmed and remains unchanged.

Date: August 27, 2014


KEWAUNEE SCIENTIFIC CORPORATION

By:		/s/ D. Michael Parker
		D. Michael Parker
Its:		Senior Vice President, Finance
		Treasurer, Secretary

Exhibit 10.6

TO:

Dana L. Dahlgren

RE:

EXTENSION OF CHANGE OF CONTROL EMPLOYMENT AGREEMENT

In all other respects, the Agreement is reaffirmed and remains unchanged.

Date: August 27, 2014


KEWAUNEE SCIENTIFIC CORPORATION

By:		/s/ D. Michael Parker
		D. Michael Parker
Its:		Senior Vice President, Finance
		Treasurer, Secretary

Exhibit 10.7

FIRST AMENDMENT

To The

RE-ESTABLISHED RETIREMENT PLAN FOR SALARIED EMPLOYEES OF

KEWAUNEE SCIENTIFIC CORPORATION

( As Amended and Restated Effective as of May 1, 2012 )

THIS AMENDMENT, made and executed by Kewaunee Scientific Corporation (the “Company”):

W I T N E S S E T H

WHEREAS, the Company maintains the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation (the “Plan”), which was most recently amended and restated in its entirety by an instrument effective as of May 1, 2012; and

WHEREAS, pursuant to Section 12.2 of the Plan, the Company reserved the right to amend the Plan, from time to time, in its discretion as long as such amendment does not cause assets of the Trust Fund to be diverted or used for purposes other than the exclusive benefit of participants, to favor highly compensated employees or to amend the Plan in a manner which would reduce accrued benefits in violation of Section 411(d)(6) of the Code; and

WHEREAS, in accordance with Section 12.2 of the Plan, the Board of Directors of the Company has found desirable to make certain changes in order to satisfy the requirements of the United States Supreme Court decision in United States v. Windsor .

NOW THEREFORE, pursuant to the authority reserved to the Company under Section 12.2 of the Plan, the Plan be and hereby is amended as set forth below effective as provided herein.

Effective June 26, 2013, Section 15.3 of the Plan is amended to read as follows:

15.3 Governing Law . This Plan shall be regulated, construed and administered under the laws of the State of North Carolina to the extent that such laws are not pre-empted or superseded by the laws of the United States of America.

IN WITNESS WHEREOF, this First Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation is hereby properly executed on the 27th day of August, 2014.


KEWAUNEE SCIENTIFIC CORPORATION

By:		/s/ D. Michael Parker
		Senior Vice President, Finance On behalf of the Board of Directors

Exhibit 10.8

FIRST AMENDMENT

To The

RE-ESTABLISHED RETIREMENT PLAN FOR HOURLY EMPLOYEES OF

KEWAUNEE SCIENTIFIC CORPORATION

( As Amended and Restated Effective as of May 1, 2012 )

THIS AMENDMENT, made and executed by Kewaunee Scientific Corporation (the “Company”):

W I T N E S S E T H

WHEREAS, the Company maintains the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation (the “Plan”), which was most recently amended and restated in its entirety by an instrument effective as of May 1, 2012; and

NOW THEREFORE, pursuant to the authority reserved to the Company under Section 12.2 of the Plan, the Plan be and hereby is amended as set forth below effective as provided herein.

Effective June 26, 2013, Section 15.3 of the Plan is amended to read as follows:

IN WITNESS WHEREOF, this First Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation is hereby properly executed on the 27th day of August, 2014.


KEWAUNEE SCIENTIFIC CORPORATION

By:		/s/ D. Michael Parker
		Senior Vice President, Finance On behalf of the Board of Directors

Exhibit 10.9

AMENDMENT NO. ONE

TO THE

KEWAUNEE SCIENTIFIC CORPORATION

PENSION EQUALIZATION PLAN

THIS AMENDMENT made and executed the 27th day of August, 2014, by Kewaunee Scientific Corporation. (the “Corporation”);

W I T N E S S E T H

WHEREAS, the Corporation has entered into the Kewaunee Scientific Corporation Pension Equalization Plan (the “Plan”) for the benefit of a select group of management or highly compensated employees of the Corporation; and

WHEREAS, the Corporation has reserved in Section 6.1 the right to amend the Plan from time to time; and

WHEREAS, the Corporation now desires to amend the Plan in certain respects.

NOW, THEREFORE, the Plan is amended as follows, effective as of June 26, 2013:

Section 5.3 of the Plan is amended to read as follows:

5.3 Controlling Law . The Plan shall be construed and enforced according to the laws of the State of North Carolina to the extent not preempted or superseded by federal law, and the Plan shall be interpreted in a manner consistent with the maintenance of its status as a “top-hat plan” for purposes of ERISA and consistent with satisfying the requirements of Code §409A.

IN WITNESS WHEREOF, the Corporation has caused the Amendment to be properly executed on the 27th day of August, 2014.


KEWAUNEE SCIENTIFIC CORPORATION

By:		/s/ D. Michael Parker

Title:		Senior Vice President, Finance

Exhibit 10.10

AMENDMENT NO. ONE

TO THE

KEWAUNEE SCIENTIFIC CORPORATION

401 PLUS EXECUTIVE DEFERRED COMPENSATION PLAN

THIS AMENDMENT made and executed the 27th day of August, 2014, by Kewaunee Scientific Corporation. (the “Corporation”);

W I T N E S S E T H

WHEREAS, the Corporation has entered into the Kewaunee Scientific Corporation 401 Plus Executive Deferred Compensation Plan (the “Plan”) for the benefit of a select group of management or highly compensated employees of the Corporation; and

WHEREAS, the Corporation has reserved in Section 8.1 the right to amend the Plan from time to time; and

WHEREAS, the Corporation now desires to amend the Plan in certain respects.

NOW, THEREFORE, the Plan is amended as follows, effective as of June 26, 2013:

Section 7.3 of the Plan is amended to read as follows:

7.3 Controlling Law . The Plan shall be construed and enforced according to the laws of the State of North Carolina to the extent not preempted or superseded by federal law, and the Plan shall be interpreted in a manner consistent with the maintenance of its status as a “top-hat plan” for purposes of ERISA and consistent with satisfying the requirements of Code §409A.

IN WITNESS WHEREOF, the Corporation has caused the Amendment to be properly executed on the 27th day of August, 2014.


KEWAUNEE SCIENTIFIC CORPORATION

By:		/s/ D. Michael Parker

Title:		Senior Vice President, Finance