BIOANALYTICAL SYSTEMS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit 10.25
0000 Xxxx Xxxxxx | |
Xxxx Xxxxxxxxx, Xxxxxxx 00000-0000 | |
__________ __, 20__ |
765-463-4527 |
BIOANALYTICAL SYSTEMS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
Dear [Participant],
The Compensation Committee of the Board of Directors of Bioanalytical Systems, Inc. (the “Company”) effective __________ __, 201__ (“Date of Grant”) has granted you an option (the “Option”) to purchase [Number of Shares] Shares of the Company’s Common Shares, no par value (the “Shares”), pursuant to the Amended and Restated Bioanalytical Systems, Inc. 2018 Equity Incentive Plan (the “Plan”), upon the following terms and conditions of this Nonqualified Stock Option Agreement (“Agreement”):
To exercise the Option, you must send written notice to the Chief Financial Officer at the address provided in SECTION 11 of this Agreement. Such notice shall (1) state the number of Shares being purchased pursuant to the Option (2) be signed by the person or persons exercising the Option and (3) be accompanied by payment of the full purchase price of such Shares (as provided above). Certificates or book entry shares evidencing Shares of the Company shall not be delivered to you until an appropriate notice has been delivered and payment has been made.
2. OPTION TERM AND VESTING. The term of the Option (the “Option Term”) shall be a period of ten (10) years from the Date of Grant, subject to earlier termination as provided in SECTIONS 3 and 4 or as may be provided in the Plan. Except as otherwise provided below in SECTIONS 3 or 4, which provide for accelerated vesting under certain circumstances, the Option shall become exercisable [with respect to __ percent of the total number of Shares covered by the Option on the first anniversary of the Date of Grant and with respect to an additional __ percent on each of the second anniversary and the third anniversary of the Date of Grant, respectively].1 When the Option becomes exercisable with respect to any Shares, those Shares may be purchased at any time, or from time to time, in whole or in part, until the Option Term expires, subject to the terms of this Agreement and the Plan.
3. TERMINTATION OF EMPLOYMENT OR SEPARATION FROM SERVICE. Notwithstanding the vesting schedule set forth in SECTION 2, if you cease to be an Employee or service provider of the Company or a Subsidiary, the Options will be treated as provided in the Plan. [In addition, the Options shall be forfeited if you engage in any of the following conduct (a) performance of service for a competitor of the Company and/or its Subsidiaries, including service as an employee, director or consultant, or the establishing by you of a business which competes with the Company and/or its Subsidiaries; (b) solicitation of employees or customers of the Company and/or its Subsidiaries; (c) improper use or disclosure of confidential information of the Company and/or its Subsidiaries; or (d) material misconduct in the performance of your duties for the Company and/or its Subsidiaries, as determined by the Committee].2
1 Vesting terms determined by the Committee, in its discretion.
2 Clause may be included, as determined by the Committee.
4. ADJUSTMENT; CHANGE IN CONTROL.
(a) The Option may be adjusted or terminated in any manner as contemplated in the Plan.
(b) Unless the Committee determines otherwise in accordance with the terms of the Plan, upon the occurrence of a Change in Control, the Option shall become exercisable as and to the extent determined by the Committee in accordance with the Plan, including Section 4.4 thereof.
(c) Except as provided herein, the Option may be exercised in whole at any time or in part at any time to the extent that the Shares under the Option are then exercisable. In no event, however, may the Option be exercised after the expiration of the Option Term, as described in SECTION 6 below.
10. NATURE OF OPTION. This Agreement is intended to grant a Nonqualified Option.
Very truly yours, | |
BIOANALYTICAL SYSTEMS, INC. | |
_________________ _________________
| |
ACCEPTANCE OF NONQUALIFIED STOCK OPTION AGREEMENT
I hereby accept the terms and provisions of this Nonqualified Stock Option Agreement, dated ________ __, 20__ (“Agreement”), and the Amended and Restated Bioanalytical Systems, Inc. (“Company”) 2018 Equity Incentive Plan, as amended through the date hereof (“Plan”). I acknowledge that I have received a copy of the Plan, and I am familiar with the terms and provisions of the Plan and the Agreement. I agree to accept as binding, conclusive, and final all decisions and interpretations of the Company’s Board of Directors and Committee upon any questions arising under the Plan or this Agreement.
Dated this __ day of __________ 20__.
[Participant] | |