Exhibit 10.23
BIOSPECIFICS TECHNOLOGIES CORP.
Non-Employee Director Change of Control
Agreement
This
Non-Employee Director Change of Control Agreement, effective
as of June 18, 2007 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
Paul Gitman (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 stock shall
become transferable free of restriction, subject to the
applicable provisions of federal and state securities laws.
All other terms
