BIOANALYTICAL SYSTEMS, INC. EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
BIOANALYTICAL
SYSTEMS, INC.
THIS
AGREEMENT, made this 6th day of November, 2007, by and between Bioanalytical
Systems, Inc., an Indiana corporation with its principal office at 0000 Xxxx
Xxxxxx, Xxxx Xxxxxxxxx, Xxxxxxx (hereinafter called “Company”), and Xxxxxxx X.
Xxx, residing at 0000 Xxxxxx Xxxx Xxxx, Xxxxxxxxxx, XX 00000 (hereinafter called
the “Grantee”), pursuant to the terms, conditions and limitations contained in
the Company’s 1997 Employee Incentive 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 key employee, 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 to 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
30,000 shares (hereinafter called “Subject Shares”) of the presently authorized,
but unissued, or treasury, Common Shares of the Company, hereinafter called
the
“Common Shares”) at a purchase price of $8.60 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 then subject to
opinion hereunder, in which event any exercise must be as to all such shares
and
subject to the further limitation that the options represented by the Agreement
shall be exercisable in three equal installments as set forth in Section 6(e)
of
the Plan. The option may be exercised as to the shares covered by the first
installment from and after the first anniversary of the grant of the option,
with second and third installments becoming exercisable on the two succeeding
anniversary dates. 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 (i) in cash, (ii) by certified check or bank cashier’s check, (iii)
through the tender to the Company of Common Shares of the Company owned by
the
Optionee or by withholding of Common Shares of the Company that are subject
to
the option, which Common Shares shall be valued, for purposes of determining
the
extent to which the purchase price has been paid, at their fair market value
on
the date of exercise as determined in Section 6(c) of the Plan, or (iv) by
a
combination of the methods described in (i), (ii), or (iii). The Company may,
in
its sole discretion, refuse to withhold Common Shares of the Company as payment
of the exercise price of the option. 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 such shares.
4.
In the
event that, prior to the delivery by 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 (g) of
the
Plan.
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 nor
restriction upon such rights as the Company would otherwise have to terminate
a
person as an employee 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 0000 Xxxx Xxxxxx, Xxxx Xxxxxxxxx,
Xxxxxxx, 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, and deposited in the United States mail.
9.
The
interpretation by the Incentive Stock Option Committee, appointed by the
Company’s Board of Directors to administer the Plan, or 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 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” | |||||
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BIOANALYTICAL
SYSTEMS, INC.
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By:
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/s/
Xxxxxxx X. Xxxxxxxx
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Xxxxxxx
X. Xxxxxxxx,
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ATTEST:
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President & C.E.O. | ||||
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/s/
Xxxxxx Xxxxx
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“GRANTEE”
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By:
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/s/
Xxxxxxx X. Xxx
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