AGREEMENT dated as of January 1, 1995 by and between Dr. Xxxxxxx
XxXxxxxxxx ("XxXXXXXXXX"), with an office at 0000 Xxx Xxxxx, Xxxx Xxxx, XX
00000, and Balchem Corporation ("BALCHEM") with executive offices at Xxxxx Xxxx,
Xxx Xxxx 00000.
XxXXXXXXXX is a recognized consultant in the field of conditional
forecasting, planning and project management (the "Field").
BALCHEM desires to continue to avail itself of XxXXXXXXXX'x consulting
services in the Field, in XxXXXXXXXX'x capacity as an independent contractor,
and XxXXXXXXXX is willing to undertake such services, all on the terms and
conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. XxXXXXXXXX shall afford BALCHEM two consultation periods per year of
approximately 2 to 3 days each in respect of the Field at BALCHEM's Slate Hill
offices, for the years 1995, 1996 and 1997, the particular dates of the periods
to be as specified by BALCHEM, subject to the reasonable convenience of
XxXXXXXXXX. In addition XxXXXXXXXX will provide telephone consultation as
required by the chief operating officer of BALCHEM.
2. BALCHEM shall reimburse XxXXXXXXXX for his reasonable travel and
hotel expenses in attending at each consultation period upon submission of
documentation from XxXXXXXXXX in support thereof.
3. BALCHEM may terminate this Agreement at any time on written notice
to XxXXXXXXXX if it is dissatisfied with, or XxXXXXXXXX is unable to continue to
furnish, the services of XxXXXXXXXX in the Field.
4. In consideration of XxXXXXXXXX'x entering into this Agreement, and
providing the services called for herein, BALCHEM hereby grants to XxXXXXXXXX
the option (the "Option") to acquire during a period of seven years ending
December 31, 2001, for investment for his own account, and not for, or with a
view to the distribution thereof, up to 7,500 shares of common stock, $.06 2/3
per value of BALCHEM, at an exercise price per share of $6.00, as follows:
a. Up to 2,500 shares at any time prior to the termination of
the Option.
b. Up to another 2,500 shares at any time after December 31,
1995, and prior to the termination of the Option.
c. Up to another 2,500 shares at any time after the furnishing
by XxXXXXXXXX of the six periods of consulting services to BALCHEM as provided
herein, and prior to the termination of the Option.
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At XxXXXXXXXX'x written election at any time of exercise of the Option,
the shares, or a portion of them, to be issued upon such exercise shall be
issued to XxXXXXXXXX and his wife as joint tenants with the right of
survivorship instead of to XxXXXXXXXX alone.
5. Upon death of XxXXXXXXXX prior to December 31, 2001, the Option
shall terminate, to the extent then unexercised, provided, however, that
XxXXXXXXXX'x legal representative(s) may exercise the Option on behalf of the
estate of XxXXXXXXXX, to the extent XxXXXXXXXX could have done so on the date of
his death, for a period of 365 days following his death.
6. The Option may be exercised, subject to the conditions contained
herein, by giving BALCHEM written notice of the extent of exercise at its
executive office, together with payment of the exercise price of the shares of
stock being acquired.
7. Each exercise of the Option shall be conditioned upon the receipt
from XxXXXXXXXX (or, in the event of his death, from his legal
representative(s)) of a representation that, at the time of such exercise, it is
the intent of such person(s) to acquire the shares of investment and not with a
view to distribution. The certificates for the unregistered shares issued,
pursuant to the exercise of the Option, for investment shall be restricted by
BALCHEM as to transfer and legended to such effect pursuant to the requirements
of the Securities and Exchange Commission.
8. In the event that each of the outstanding shares of Common Stock of
BALCHEM (other shares held by dissenting shareholders) should be changed into,
or exchanged for, a different number or kind of shares of stock or other
securities of Balchem, or, if further changes or exchanges of any stock or other
securities into which such Common Stock shall have been changed, or for which it
shall have been exchanged, shall be made (whether by reason of merger,
consolidation, reorganization, recapitalization, stock dividends,
reclassification, split up, combination of shares, or otherwise), then, for each
share of Common Stock of BALCHEM subject to the Option there shall be
substituted and exchanged therefor the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock of BALCHEM
(other than shares held by dissenting shareholders) shall be so changed or
exchanged. In the event of any such changes or exchanges, then, if BALCHEM
should determine that in order to prevent dilution or enlargement of rights
under the Option, an adjustment should be made in the number, kind, or option
exercise price of the shares of stock or other securities then subject or
potentially subject to the Option, such adjustment shall be made and shall be
effective and binding for all purposes of the Option.
9. The Option shall not be transferable by XxXXXXXXXX, either
voluntarily or involuntarily, except by will or the laws of descent and
distribution, and then only to the extent provided in paragraph 5 hereof. Any
other attempt to do so shall void the Option. The Option shall be exercisable
during XxXXXXXXXX'x lifetime only by XxXXXXXXXX and, after XxXXXXXXXX'x death,
only by XxXXXXXXXX'x legal representative(s).
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10. XxXXXXXXXX shall not have any rights as a shareholder with respect
to any Common Stock covered by the Option until he shall have become the holder
of record of such share, and no adjustments shall be made for cash dividends or
other distributions or other rights as to which there is a record date preceding
the date he becomes the holder of record of such shares.
11. The foregoing sets forth the agreement between the parties and the
same may not be changed, except by a writing between the parties.
Executed as of the day and year first above written.
/s/ Xxxxxxx XxXxxxxxxx
----------------------
XXXXXXX XxXXXXXXXX
BALCHEM CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx,
President
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