BIOANALYTICALSYSTEMS, INC. EMPLOYEEINCENTIVE STOCK OPTION AGREEMENT

 

 

THIS AGREEMENT, made this 1st day of February, 2010, by and between Bioanalytical Systems, Inc., an Indiana corporation with its principal office at 2701 Kent Avenue, West Lafayette, Indiana  47906 (hereinafter called "Company"), and Anthony S. Chilton, residing at 1035 Richmond Glen Circle, Alpharetta, GA  30004 (hereinafter called the "Grantee"), pursuant to the terms, conditions and limitations contained in the Company’s 2008 Stock Option Plan (hereinafter called the "Plan"), a copy of which is attached hereto as Exhibit A.

 

 

WHEREAS, in the interests of affording an incentive to the Grantee to give his best efforts to the Company as a company officer, key employee, or member of the Board of Directors, 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 25,000 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 $0.7894 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 option hereunder, in which event any exercise must be as to all such shares and subject to the further limitation that the options represented by this Agreement shall be exercisable in three equal installments as set forth in Section 7 of the Plan.  The option may be exercised (i) as to the first installment of 8,333 shares, on and after January 31, 2011, (ii) as to the second installment of 8,333 shares, on and after January 31, 2012, and (iii) as to the third installment of 8,334 shares, on and after January 31, 2013.  Unless sooner terminated under the terms of the Plan or this Agreement, the option shall expire as to all shares subject to purchase hereunder on the 10th anniversary date of this Agreement (February 1, 2020) if not exercised on or before such date.

 

2.           Subject to the limitation specified in Section 1 hereof and the terms and conditions of the Plan (including, but not limited to, the exercise provisions of Section 7 of the Plan, the termination provisions of Section 8 of the Plan and the Incentive Stock Option Special Rules provisions of Section 9 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 Grantee 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 accordance with 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 Grantee, except as provided in Section 14 of the Plan.  Until the Subject Shares have been recorded on the Company's official shareholder records (or the records of its transfer agents or registrars) as having been issued and transferred to the Grantee, 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 and the exercise price per share shall be increased or decreased as provided in Section 11 of the Plan.

 

5.           The option and the rights and privileges conferred by this 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 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 Agreement shall be addressed to the Secretary of the Company at 2701 Kent Avenue, West Lafayette, Indiana  47906, and to the Grantee at the address set forth on page one of this 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 Compensation Committee, appointed by the Company’s Board of Directors to administer the Plan, or any provisions of the Plan or of this 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 Agreement as of the day and year first above written.