EMPLOYMENT
AGREEMENT
THIS AGREEMENT
("Agreement") is made and entered into effective the 1st day of
October, 2008 by and among BIOANALYTICAL SYSTEMS, INC.
(“BASi”, “Company”) a corporation organized
under the laws of the State of Indiana, and Jon Brewer,
("Employee") as Vice President of Sales and Marketing of
BASi.
Preliminary
Statements:
A. BASi
is engaged in the business of providing contract research services
and manufacturing and distributing scientific instruments. The
Company is in the business of conducting laboratory experiments and
research on behalf of other businesses (“Business”)
which is expected to add significantly to the value of the Company
and BASi.
B. Employee
is experienced in the Business, and is familiar with the management
and operations of the Company. The Company wishes to continue to
employ Employee on the terms and conditions contained
herein.
In consideration of the premises and mutual
covenants and agreements contained herein, the parties hereby agree
as follows:
ARTICLE
1
Term, Compensation, and
Benefits
Section 1.1 . Term . The Company hereby agrees to
employ the Employee, and the Employee hereby accepts employment
with the Company, on the terms and conditions set forth in this
Agreement for a period of eighteen (18) months beginning with the
effective date of this Agreement (the “Initial Term”).
The Initial Term shall be extended for successive one year periods
(the "Additional Terms," and together with the Initial Term, the
"Employment Period"), except that if either Employee or Company
gives the other party written notice at least ninety days (90)
before the end of the Initial Term, or any extended term, then this
Agreement shall expire at the end of its then current term. The
Employee shall take absences at such time as shall be approved by
the Chief Executive Officer.
Section 1.2 . Compensation and Benefits .
Section 1.2.1 . Salary : BASi will pay an initial base
salary of $150,000.00 plus and additional $5,000.00 in commuting
expenses for a total of $155,000, or $12,916.67 per month. Salary
shall be paid in equal semi-monthly installments in arrears. All
amounts to be paid hereunder shall be paid in accordance with
normal payroll procedures of the Company and shall be subject to
all required withholdings and deductions.
Section 1.2.2 . Stock Options: Employee has been
granted options to purchase up to 30,000 BASi shares. Such options
will become effective as of October 1, 2008, and will continue
under their initial terms and conditions. Company may also grant
additional options to employee at the discretion of its Board of
Directions, with terms and conditions determined at the time of
grant.
Section 1.2.3 . Bonus : Employee will receive a sign-in
bonus in two installments totaling Ten Thousand Dollars and No
Cents ($10,000.00), less taxes and other deductions required by
law. The first installment of Five Thousand Dollars and No Cents
($5,000.00) will be paid on or before January 1, 2009. The second
installment of Five Thousand Dollars and No Cents ($5,000) will be
paid on or before June 1, 2009. In addition, beginning fiscal year
2009, Employee will also be eligible for bonus grants under bonus
plans adopted by the Company at the discretion of the Compensation
Committee of the Board of Directors.
Section 1.2.4 . Vacation Policy :
During the initial term, Employee will
accumulate one (1) vacation day per month in accordance with
policies described in the BASi Employee Handbook. Employee shall
also be granted an additional ten days vacation at the start of the
initial term, and again at the start of any subsequent term,
effectively granting employee 15 years seniority. Employee's
compensation shall continue to be paid in full during this period.
Any vacation at the end of any year ending on an anniversary date
shall carry over to the following one-year period commencing on
such anniversary date (the “Following Year”), but shall
not carry over beyond the Following Year. Vacation time not used
prior to the expiration will be banked for short-term disability as
described in the BASi Employee Handbook.
Section 1.2.5 . Other Benefits : During the Employment
Period, the Employee shall be entitled to participate in all
employee benefit plans which are generally made available to
employees of the Company, subject to the eligibility,
qualification, waiting period and other terms and conditions of
such plans as they shall be in effect from time to time unless
listed herein as exceptions from those terms and conditions. The
highlights of the benefits are as follows: group health insurance
(after ninety days); two weeks unpaid vacation (optional); term
life insurance ($100,000); long term disability insurance; and a
401K deferred tax savings incentive/profit sharing plan. Optional
participation benefits include a flexible spending account, dental,
vision, and short-term disability.
Section 1.2.6. Relocation Package : Employee also
shall become eligible for a standard relocation package effective
as of June 30, 2009.
ARTICLE
2
Duties
Section 2.1. Duties . During the Employment
Period, the Employee will be the ranking VP of Sales and Marketing,
with responsibility for the marketing/sales segment of our
business. The Employee will lead the business development staff, be
the ultimate contact with clients and scientific advisors, and own
responsibility for the business development/scientific viability of
the company. The Employee will be called upon to perform certain
services for the Company including, without limitation, the
following:
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a)
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Assess and
document business needs (develop and solicit business plans and
budgets, working with various department heads).
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b)
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Motivate, lead
and teach qualified staff to meet or exceed
expectations.
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c)
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Develop and
manage resources (staff, facilities, and equipment) to deliver new
business and maintain current clients.
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d)
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Engage in
benchmarking against competitors, presenting alternate strategies
and generally become knowledgeable about the drug development and
medical device industries.
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e)
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Enhance the
professional image of BASi in public forums.
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f)
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Manage
relationships with outside business leaders.
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Section 2.2. The Employee shall serve the Company by
performing such other services as the Company may reasonably
require to conduct the Company’s business. The Company shall
also have the absolute right and power to direct and control the
Employee in carrying out duties assigned by the Company, including,
but not limited to, the right (1) to review, modify and cancel all
work performed, and (2) to assign specific duties to be performed,
including the general means and manner by which such duties shall
be performed. Notwithstanding any other provisions of this
Agreement, the Company shall not impose employment duties or
constraints of any kind upon the Employee which would require the
Employee to violate any ordinance, regulation, statute or other
law. The Employee shall devote his full working time, attention and
energy to the performances of the duties imposed hereunder. The
Employee shall conform to such hours of work as may from time to
time reasonably be required of him and shall not be entitled to
receive any additional remuneration for work outside his normal
hours. The Employee will NOT be held financially,
legally, or otherwise liable for any past practices or actions or
decisions made by BASi, or its predecessors prior to the start of
the Employee’s beginning date of employment.
ARTICLE
3
Confidentiality and Other
Matters
Section 3.1 . Confidentiality Agreement . The
Employee, prior to and during the term of employment under this
Agreement, has had and will have access to and has become or will
become familiar with information, whether or not originated by the
Employee, which is used in or related to the Business or the
business of BASi or certain subsidiaries or affiliates of BASi and
is (a) proprietary to, about, or created by the Company its
subsidiaries or its affiliates; (b) designated as confidential by
the Company, its subsidiaries or its affiliates; or (c) not
generally known to or ascertainable by proper means by the public
("Confidential Information").
Further, the Employee has had and will have
access to items proprietary to the Company, its subsidiaries or its
affiliates ("Proprietary Items"). "Proprietary Items" shall mean
all legally-recognized rights which result from or are derived from
the Employee's work product or the work product of others made for
the Company, its subsidiaries or its affiliates, including all
past, present and future work product made for the Company, its
subsidiaries or its affiliates, or with knowledge, use or
incorporation of Confidential Information, including, but not
limited to works of authorship, developments, inventions,
innovations, designs, discoveries, improvements, trade secrets,
trademarks, applications, techniques, know-how and ideas, whether
or not patentable or copyrightable, conceived or made or developed
by the Employee (solely or in cooperation with others) or others
during the term of this Agreement or prior to or during his tenure
with the Company, or which are reasonably related to the Business
or the business of BASi or certain subsidiaries or affiliates of
BASi or the actual or demonstrably anticipated research and
development of the Company.
The Employee agrees that any Confidential
Information and Proprietary Items will be treated in full
confidence and shall not be used, directly or indirectly, by him,
nor shall the same be disclosed to any other firms, organizations,
or persons outside of the Company's employees bound by similar
agreement, during the term of this Agreement or at any time
thereafter, except as required in the course of his employment with
the Company. All Confidential Information and Proprietary Items,
whether prepared by the Employee or otherwise, coming into his
possession, shall remain the exclusive property of the Company and
shall not be permanently removed from the premises of the Company
under any circumstances whatsoever, without the prior written
consent of the Company.
The Employee will not be obliged to keep
information confidential to the extent that the information has
ceased to be confidential and has entered the public domain
otherwise than due to the Employee's acts. The provisions of this
Section 3.1 shall be in addition to, and shall not affect,
the Employee's common law duty of fidelity to the
Company.
Section 3.2 . The parties foresee that the Employee may make
inventions or create other intellectual property in the course of
his duties hereunder and agree that in this respect the Employee
has a special responsibility to further the interests of the
Company and its affiliates.
Section 3.3 . The Employee agrees that during the
Employee’s employment with the Company and for an additional
period of the two (2) years immediately following termination of
the Employee’s employment with the Company, the Employee
shall not directly or indirectly, as an individual or as a
director, officer, contractor, employee, consultant, partner,
investor or in any other capacity with any corporation, partnership
or other person or entity, other than the Company (an “Other
Entity”), (i) contact or communicate any then current
material customer or client of the Company in the Business, or any
person or entity with which the Company is then engaged in material
discussions regarding that person or entity becoming a client or
customer of the Company in the Business, for the purpose of
inducing any such customer or client to move its account from the
Company to another company in the Business; provided, however, that
nothing in this sentence shall prevent the Employee from becoming
employed by or providing consulting services to any such customer
or client of the Company in the Business, or (ii) solicit any other
employee of the Company for employment or a consulting or other
services arrangement with an Other Entity. The restrictions of this
Section 3.3 shall not be deemed to prevent the Employee from
owning not more than 5% of the issued and outstanding shares of any
class of securities of an issuer whose securities are listed on a
national securities exchange or registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended. In the
event a court of competent j
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