Exhibit 10.23
BIOSPECIFICS TECHNOLOGIES CORP.
Non-Employee Director Change of Control
Agreement
This Non-Employee Director Change
of Control Agreement, effective as of October 1, 2008 is entered
into by and between BioSpecifics Technologies Corp., a Delaware
corporation (the " Company "), with its principal offices
located at 35 Wilbur Street, Lynbrook, NY 11563, and Matthew Geller
(the " Director ").
The Director is a non-employee
member of the Board of Directors of the Company and the Company and
the Director desire to arrange for certain provisions applicable in
the event that the Director’s service on the Company’s
Board of Directors terminates under the circumstances provided
herein.
Accordingly, the parties hereto
agree as follows:
1. Change of Control
. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of any one of the following:
1.1. the acquisition by any
"person" (as such term is defined in Section 3(a)(9) of the
Securities Exchange Act of 1934), other than the Company or its
affiliates, from any party of an amount of the capital stock of the
Company, so that such person holds or controls 40% or more of the
Company’s capital stock; or
1.2. a merger or similar
combination between the Company and another entity after which 40%
or more of the voting stock of the surviving corporation is held by
persons other than the Company or its affiliates; or
1.3. a merger or similar
combination (other than with the Company) in which the Company is
not the surviving corporation; or
1.4. the sale of all or
substantially all of the Company’s assets or
business.
2. Benefits . If
the Director’s service on the Board of Directors of the
Company is terminated pursuant to a transaction resulting in a
Change of Control, then the following provisions shall
apply:
2.1. Option Vesting
. 100% of any options to purchase shares of common stock of the
Company then held by the Director, which options are then subject
to vesting, shall, notwithstanding any contrary provision in the
option agreement or stock option plan pursuant to which such
options had been granted, be accelerated and become fully vested
and exercisable on the date immediately preceding the effective
date of such termination. All other terms of the Director’s
options shall remain in full force and effect.
2.2. Restricted Stock
. If, on the date immediately preceding the effective date of
such termination, the Director then holds shares of common stock of
the Company that are subject to restrictions on transfer
("Restricted Stock") issued to the Director in a transaction other
than pursuant to the exercise of a stock option, then,
notwithstanding any contrary provision in the relevant stock
purchase agreement or other instrument pursuant to which the
Director acquired such shares of Restricted Stock, such
restrictions shall expire in their entirety on the date immediately
preceding the date of termination and all of such shares of
common
