Form of Non-Qualified Stock Option Award Agreement under Amended and Restated Bioanalytical Systems, Inc. 2018 Equity Incentive Plan
This Restricted Stock Award Agreement is entered into by and between Bioanalytical Systems, Inc., an Indiana corporation ("Company"), and [Participant], an officer of the Company ("Grantee"), effective as of _______ __, 20__ ("Effective Date").
The Company wishes to provide incentives to recognize and reward the Grantee, whose performance, contributions and skills will be critical to the Company's success, by aligning his or her interests more closely with those of the Company's stockholders. For this purpose, the Compensation Committee of the Company's Board of Directors has granted the Grantee restricted shares of unregistered common stock of Company, subject to the terms and conditions provided in this Restricted Stock Award Agreement ("Agreement") and the Amended and Restated Bioanalytical Systems, Inc. 2018 Equity Incentive Plan (the "Plan"). All terms not herein defined shall have the meaning set forth in the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the term, conditions and provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly.
In consideration of the premises, the Company and the Grantee agree as follows:
1. Grant. The Company hereby grants the Grantee [Number of Shares] whole shares of common shares of the Company, which shares ("Restricted Shares") shall be subject to the terms, conditions and restrictions specified in this Agreement and the Plan. [The Committee has determined that (disregarding restrictions imposed by this Agreement and the Plan that lapse upon the Grantee's interest becoming vested) the Restricted Shares have a per-share fair market value ("Value") of $________.]
2. Closing. The transfer of the Restricted Shares ("Closing") shall occur simultaneously with the execution of this Agreement. Concurrently with the execution of this Agreement, (i) the Company shall deliver to the Grantee a certificate or book entry shares, registered in the Grantee's name, representing the Restricted Shares, and (ii) the Grantee shall deliver to the Company a duly executed stock power, endorsed in blank, relating to the Restricted Shares.
3. Custody. The Grantee understands that, although certificates or book entry shares representing the Restricted Shares shall be registered in the Grantee's name, all such certificates or book entry shares (other than for Restricted Shares that have vested) shall be deposited, together with the stock power executed by the Grantee, in proper form for transfer, with the Company. The Company is hereby authorized to effectuate the transfer into its name of all certificates or book entry shares representing the Restricted Shares that are forfeited to the Company pursuant to Section 6 of this Agreement.
4. Nontransferability of Restricted Shares. Until such time as the Restricted Shares become vested, the Grantee shall not have any right to sell, assign, transfer, pledge, hypothecate, or otherwise dispose of the Restricted Shares. The Grantee represents and warrants to the Company that he or she shall not sell, assign, transfer, pledge, hypothecate, or otherwise dispose of the Restricted Shares in violation of applicable securities laws, the Plan or the provisions of this Agreement.
5. Vesting. The Grantee's interest in the Restricted Shares shall vest and become nonforfeitable as follows: [Except as otherwise provided herein or in the Plan, the Grantee's tdprovided that the Grantee is still employed by the Company or its Subsidiaries or serving as a Non-Employee Director of the Company or its Subsidiaries.]1
[Notwithstanding the preceding paragraph of this Section 5, the Grantee's interest in the Restricted Shares not previously vested or forfeited shall become 100% vested upon the occurrence of a Change in Control (as defined in the Plan).]
6. Separation from Service and Forfeiture. Notwithstanding the vesting schedule set forth in SECTION 5, (i) if Grantee cease to be an Employee or a Non-Employee Director of the Company or a Subsidiary, unvested Restricted Shares shall be forfeited as specified in Section 10 of the Plan [and (ii) the unvested Restricted Shares shall be forfeited if Grantee 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 Grantee’s duties for the Company and/or its Subsidiaries, as determined by the Committee].2
7. Voting and Other Rights. The Grantee shall have absolute beneficial ownership of the Restricted Shares, including the right to vote any and all Restricted Shares and to receive dividends or other distributions thereon, subject to the vesting restrictions set forth in Section 5, until the earlier of the date on which such Restricted Shares shall be forfeited as provided herein or the date on which the Grantee ceases to own such shares.
8. Grantee Representations. The Grantee represents and warrants to the Company that:
(a) he or she is acquiring the Restricted Shares for his or her own account for investment and not with a view to or for resale in connection with any distribution of the Restricted Shares and that he or she has no present intention of distributing or reselling the Restricted Shares;
1 Vesting terms determined by the Committee, in its discretion.
2 Clause may be included, as determined by the Committee.
(b) the certificate or book entry shares representing the Restricted Shares shall bear an appropriate legend relating to restrictions on transfer; and
(c) since his or her employment or other service engagement with the Company he or she has not (a) directly or indirectly rendered services to or for an organization, or engaged in a business, that is, in the judgment of the Committee, in competition with the Company or (b) disclosed to anyone outside of the Company, or used for any purpose other than the Company's business, any confidential or proprietary information or material relating to the Company.
9. Adjustments for Changes in Capitalization of the Company. In the event of any merger, reorganization, consolidation, recapitalization, separation, split-up, liquidation or other change affecting the Shares, an adjustment shall be made to the Restricted Shares to the extent provided under the terms of the Plan.
10. Securities Laws. The Grantee understands that applicable securities laws may restrict the right of the Grantee to dispose of any Restricted Shares which the Grantee may acquire hereunder and govern the manner in which such Restricted Shares may be sold. The Grantee shall not offer, sell or otherwise dispose of any of the Restricted Shares in any manner which would (a) require the Company to file any registration statement with the Securities Exchange Commission (the "SEC"), (b) require the Company to amend or supplement any registration statement which the Company may at any time have on file with the SEC, or (c) violate the Securities Act of 1933, as amended, or any other state or federal law.
11. Withholding Taxes. If the grant or other transfer of the Restricted Shares, or the vesting of the Restricted Shares, results in taxable compensation income to the Grantee, Grantee shall, no later than the date as of which an amount with respect to an award first becomes includible in his gross income for applicable tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any federal, state, local or other taxes of any kind required by law to be withheld with respect to the award. Grantee may elect to have the minimum amount of any required tax withholdings with respect to any awards hereunder, satisfied by (a) having the Company withhold Common Shares otherwise deliverable to such person with respect to the award; (b) delivering to the Company unrestricted Common Shares already owned by Grantee; (c) broker-assisted “cashless exercise;” (d) any other manner permitted by law; or (e) any combination of the foregoing.
12. Integration. This Agreement supersedes any and all prior and/or contemporaneous agreements, either oral or in writing, between the parties hereto, with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or other agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, pertaining to the subject matter hereof, which are not embodied herein, and that no prior and/or contemporaneous agreement, statement or promise pertaining to the subject matter hereof that is not contained in this Agreement shall be valid or binding on either party.
13. Impact of Agreement on Employment or Service. Nothing contained in this Agreement or the Plan shall restrict the right of the Company or any of its Subsidiaries to terminate Grantee’s employment or service at any time with or without Cause subject to any written employment agreement and the terms of the Company’s governing documents.
14. Acknowledgments by Grantee. By signing this Agreement, the Grantee acknowledges that he or she (a) has received a copy of the Plan and is familiar with the terms and provisions of the Plan and the Agreement, and (b) agrees 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.
15. Successors. This Agreement shall be binding upon and inure to the benefit of any successor of the Company and any successors, assigns or estate of the Grantee, including his/her executors, administrators and trustees.
16. Amendment. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is in writing and signed by the party against whom such modification, waiver or discharge is sought to be enforced.
17. Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Indiana, without giving effect to the principles of conflict of laws of such State.
IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement, effective on the date specified in the first paragraph hereof.
|GRANTEE||BIOANALYTICAL SYSTEMS, INC.|
For Value Received, the undersigned hereby sells, assigns and transfers unto Bioanalytical Systems, Inc., [Number of Shares] shares of common stock, no par value, of Bioanalytical systems, Inc. (the "Company"), standing in his/her name on the books of the Company and does hereby irrevocably constitute and appoint the Secretary of the Company attorney-in-fact to transfer those shares on the books of the Company with full power of substitution in the premises.
Dated and effective as of the __ day of _________, 20__.
In the presence of:
Witness Printed Name