AGREEMENT dated as of April 1, 1993 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 (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 five consultation periods
of approximately 2 to 3 days each in respect of the Field at BALCHEM's Slate
Hill offices, commencing April 1, 1993 and ending approximately December 31,
1994, the particular dates of the periods to be as specified by BALCHEM, subject
to the reasonable convenience of XxXXXXXXXX.
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 for investment for his own
account, and not for, or with a view to the distribution thereof, for a period
of five years ending March 31, 1998 up to 10,000 shares of common stock, $.06
2/3 per value of BALCHEM, at an exercise price per share of $5.50, as follows:
(a) Up to 3,333 shares at any time prior to the
termination of the Option.
(b) Up to another 3,333 shares at any time after
the furnishing by XxXXXXXXXX of three periods of consulting
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services satisfactory to BALCHEM and prior to the termination of the Option.
(c) Up to another 3,334 shares at any time after
the furnishing by XxXXXXXXXX of five periods of consulting services to BALCHEM
and prior to the termination of the Option.
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.
5. Upon the death of XxXXXXXXXX prior to March 31, 1998, the
Option shall terminate, 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 ninety (90) 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 offices, 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 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 of 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
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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 in its sole discretion, 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).
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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