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EXHIBIT 10.3
BIOANALYTICAL SYSTEMS, INC.
OUTSIDE DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT, made this 9th day of January, 1989, by and between
Bioanalytical Systems, Inc., an Indiana corporation with its principal office at
Purdue Research Park, West Lafayette, Indiana (hereinafter called "Company"),
and E. Xxxxx Xxxxx, residing at 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx
(hereinafter called the "Grantee"), pursuant to the terms, conditions and
limitations contained in the Company's Outside Director Stock Option Plan
(hereinafter called the "Plan"), a copy of which is attached hereto as Exhibit
A,
WITNESSETH THAT:
WHEREAS, in the interests of affording an incentive to the Grantee to
give his best efforts to the Company as a Director, the Company wishes to
provide that the Grantee shall have an option to buy Common Shares of the
Company:
NOW, THEREFORE, it is hereby mutually agreed as follows:
1. The Company hereby grants to the Grantee the right and option to
purchase, on the terms and conditions hereinafter set forth, all or any part of
an aggregate of 6,000 shares (hereinafter called "Subject Shares") of the
presently authorized, but unissued, or treasury, Common Shares of the Company
(hereinafter called the "Common Shares"), granted in three equal installments as
of January 9, 1989; January 8, 1990; and January 14, 1991, at a purchase price
of $3.00 per share, exercisable in whole or in part from time to time subject to
the limitation that no option may be exercised with respect to fewer than
twenty-five (25) shares unless there are fewer than twenty-five (25) shares then
subject to option hereunder, in which event any exercise must be as to all such
shares
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and subject to the further limitation that the options represented by this
Agreement shall be exercisable in four equal installments as set forth in
Section 6(e) of the Plan. The option shall expire as to all shares subject to
purchase hereunder on the 10th anniversary date of this Agreement if not
exercised on or before such date.
2. Subject to the limitation specified in Section 1 hereof and in
Section 6(e) of the Plan, the Grantee may from time to time exercise this option
by delivering a written notice of exercise and subscription agreement to the
Secretary of the Company specifying the number of whole shares to be purchased,
accompanied by payment in cash, by certified check, or bank cashier's check, of
the aggregate option price of such number of shares. Such exercise shall be
effective upon receipt by the Secretary of such written notice, subscription
agreement and payment of the purchase price. Only the Grantee may exercise the
option during the lifetime of the Grantee. No fractional shares may be purchased
at any time hereunder.
3. Upon the effective exercise of the option, or any part thereof,
certificates representing the shares so purchased, marked fully paid and
non-assessable, shall be delivered to the person who exercised the option,
except as provided in Section 6(j) of the Plan. Until certificates representing
such shares shall have been issued and delivered, the Grantee shall not have any
of the rights or privileges of a shareholder of the Company in respect of any of
such shares.
4. In the event that, prior to the delivery of the Company of all the
Subject Shares, there shall be an increase or reduction in the number of Common
Shares of the Company issued and outstanding by reason of any subdivision or
consolidation of Common Shares or any other capital adjustment, the number of
shares then subject to this option shall be increased or decreased as provided
in Section 6(g) of the Plan.
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5. The option and the rights and privileges conferred by this Option
Agreement shall not be assigned or transferred by the Grantee in any manner
except by will or under the laws of descent and distribution. In the event of
any attempted assignment or transfer in violation of this Section 5, the option,
rights and privileges conferred by this Option Agreement shall become null and
void.
6. Nothing herein contained shall be deemed to create any limitation or
restriction upon such rights as the Company would otherwise have to terminate a
person as a director of the Company.
7. The option, rights and privileges herein conferred are granted
subject to the terms and conditions set forth herein and in the Plan.
8. Any notices to be given or served under the terms of this Option
Agreement shall be addressed to the Secretary of the Company at Purdue Research
Park, West Lafayette, Indiana, and to the Grantee at the address set forth on
page one of this Option Agreement, or such other address or addresses as either
party may hereafter designate in writing to the other. Any such notice shall be
deemed to have been duly given or served, if and when enclosed in a properly
sealed envelope or wrapper addressed as aforesaid, postage prepaid, and
deposited in the United States mail.
9. The interpretation by the Stock Option Plan Committee, appointed by
the Company's Board of Directors, of any provisions of the Plan or of this
Option Agreement shall be final and binding on the Grantee unless otherwise
determined by the Company's Board of Directors.
10. This option, and any Common Shares which may be acquired hereby,
are being acquired by the Grantee for investment only and not for resale.
Neither this option nor the Subject Shares have been registered under the
Securities Act of 1933 or any state securities law. None of the Subject Shares
may be sold, transferred, pledged, or hypothecated unless first registered under
such
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laws, or unless counsel for the Company has given an opinion that registration
under such laws is not required, and the Grantee agrees to the placement of a
legend to that effect upon any certificates evidencing Common Shares acquired by
him through the exercise of the option granted hereby.
11. This Option Agreement shall be governed by the laws of the State of
Indiana.
IN WITNESS WHEREOF, the Company and the Grantee have signed this Option
Agreement as of the day and year first above written.
"COMPANY"
BIOANALYTICAL SYSTEMS, INC.
By:
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ATTEST:
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"GRANTEE"
By:
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