BIOANALYTICAL SYSTEMS,
INC.
EMPLOYEE INCENTIVE STOCK OPTION
AGREEMENT
THIS AGREEMENT,
made this ____ day of ________, 200_, by and between Bioanalytical
Systems, Inc., an Indiana corporation with its principal office at
2701 Kent Avenue, West Lafayette, Indiana (hereinafter called
“Company”), and ________________, residing
at ___________________, _____________,
IN ________ (hereinafter called the
“Grantee”), pursuant to, and subject 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.
WITNESSETH
THAT:
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 ________ 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 $_____
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 the Agreement shall first become exercisable in four
equal installments as set forth in Section 7 of the Plan and
pursuant to the following sentence. The Option may be
exercised as to the shares covered by the first installment from
and after the second anniversary of the grant of the Option, with
second, third and fourth installments becoming exercisable on the
three succeeding anniversary dates. 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 10 th
anniversary date of this Agreement
if not exercised on or before such date.
2. Subject to the limitation
specified in Section 1 hereof 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 Sp