8-K

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): June 25, 2008

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.

On June 25, 2008, our Board of Directors adopted the Kewaunee Scientific Corporation Fiscal Year 2009 Incentive Bonus Plan (the “Plan”) for our President and Chief Executive Officer and certain managers, including our executive officers (“Eligible Participants”). The Plan provides for a bonus pool and bonus payouts to Eligible Participants equal to a percentage of the Eligible Participant’s base salary based upon the company’s or the relevant division’s achievement of various levels of earnings for the year (which will affect 75% of the participant’s bonus potential) and other conditions described therein (which will affect 25% of the participant’s bonus potential), as approved by our Board of Directors. The Plan is a one-year plan for Fiscal Year 2009. A copy of the form of the Kewaunee Scientific Corporation Fiscal Year 2009 Incentive Bonus Plan is filed hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Kewaunee Scientific Corporation Fiscal Year 2009 Incentive Bonus Plan

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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: July 14, 2008

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

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EX-10.1

Exhibit 10.1

KEWAUNEE SCIENTIFIC CORPORATION

FISCAL YEAR 2009

INCENTIVE BONUS PLAN

The Fiscal Year 2009 Incentive Bonus Plan (the Plan) will provide for a bonus pool and bonus payouts based upon achievement of various levels of pre-tax earnings (after bonus accruals) for the year and other conditions described herein, as approved by the Company’s Board of Directors. The Plan is proposed as a one-year plan for Fiscal Year 2009.

The provisions of the Plan are:

1. Eligibility of Participants to Share in the Bonus Pool

a. Eligible participants of the Plan will be nominated by the President and approved by the Board of Directors, upon recommendation by the Compensation Committee. The bonus potential percentages for each participant in the Plan will also be approved by the Board of Directors, upon recommendation by the Compensation Committee.

b. Each participant will be eligible to share in the pool up to the specified percentage of his or her fiscal year 2009 base salary.

c. In addition to individuals reporting directly to the President, managers fulfilling the following criteria are eligible to participate in the Plan:

1. Salary Grade 14 or above;

2. Seniority of one year or more;

3. Is not currently in another incentive plan (e.g., sales plan);

4. Is a direct report to a direct report to the President; or

5. Is a manager recommended by the President.

d. Participants in the Plan and their applicable bonus potential percentages are shown on attached Charts IV-VII.

2. Building of a Bonus Pool

a. Operational Units

• The operational units (Statesville Operations, Technical Furniture, and International Operations) will start to accrue pools for potential bonus payouts once pre-tax operating earnings of each operational unit reach the amounts shown as Start Point on Chart I, and maximum incentive bonus payouts will be accrued and available for payout based upon the guidelines shown on that schedule.

b. Corporate Pool

• A pool will start accumulating once pre-tax earnings reach the amounts shown as Start Point on Chart I, and maximum bonus payouts will be accrued and available for payout based upon the guidelines shown on that schedule.

3. Bonus Payout Conditions

a. If the Company achieves pre-tax earnings less than the amounts shown as Start Point on Chart I, no awards will be paid to any corporate employee with that goal, except at the discretion of the Board of Directors, upon recommendation by the Compensation Committee.

b. If an operational unit achieves pre-tax earnings less than the amounts shown for it as Start Point on Chart I, no awards will be paid to its employees except at the discretion of the Board of Directors, upon recommendation by the Compensation Committee.

c. All participants will earn their awards dependent on their operational unit’s performance and their individual MBO performance.

d. Beginning with the achievement of Start Point, the bonus potential percentage for each participant is linear between each goal with the corresponding increase in pre-tax earnings, up to the individual’s maximum bonus potential percentage.

e. Positive or negative financial adjustments outside the control of management (such as, but not limited to, proceeds from insurance claims, gains or losses from the sale of capital assets, adoption of new generally accepted accounting pronouncements, etc.) will be assessed by the Board of Directors and the pre-tax earnings under the Plan may be adjusted for these items.

f. Any portion of the bonus pool not awarded to participants will be retained by the Company.

g. If a participant transfers between performance entities during the year, his or her incentive compensation will be based on the performance of the respective entities on a pro rata basis from his or her transfer date as determined by the President.

h. A participant must be an employee of the Company on the last day of the plan year (April 30) to be eligible to receive a bonus. In unusual circumstances, however, the Board of Directors, upon recommendation by the Compensation Committee, may grant a discretionary bonus.

i. The Board of Directors, upon recommendation by the Compensation Committee, may approve the pro rata participation of a participant who joins the Company or who is appointed to a key position within the Company after the outset of the Plan year, with a pro rata increase in the bonus pool.

4. Participant’s Bonus Potential

Each participant’s bonus potential will be comprised of the following:

a. A Fixed Bonus equal to 75% of each participant’s bonus potential will be based on achievement of corporate or divisional pre-tax earnings goals, as set forth in the Plan, and

b. A Discretionary Bonus up to the remaining 25% of each participant’s bonus potential will be calculated, taking into account the participant’s MBO achievements and other relevant factors during the year. The discretionary portion of each participant’s bonus will take into account the participant’s achievement of management goals established, and weighted, in May 2008, and approved by the President. The degree of achievement of these goals will be recommended by each participant’s manager immediately subsequent to April 30, 2009, and the discretionary bonus, if any, will then be determined and awarded at the discretion of the Board of Directors, upon recommendation by the President and the Compensation Committee.

5. The Plan may be amended at any time by the Board of Directors.

6. Upon occurrence of a Change of Control, as such term is defined in the Company’s 2000 Key Employee Stock Option Plan, the Fiscal Year 2009 Incentive Bonus Plan will terminate as of that date, and the performance bonus for each participant under such plan is calculated giving consideration to the level of year-to-date pretax earnings for the operational unit through the most recent month-end as compared to the operations pretax earnings goals through the most recent month-end, with such bonus amount prorated based on the percentage of the performance period passed before the Change of Control and after giving consideration of each participant’s performance of their individual MBOs as described in the Plan. The year-to-date pretax earnings shall exclude the positive or negative impact of any financial adjustments related to the Change of Control. A participant must be an employee of the Company as of the date of the Change of Control, but need not be an employee of the Company on the last day of the Plan Year (April 30).