BIOANALYTICAL SYSTEMS,
INC.
EMPLOYEE INCENTIVE STOCK OPTION
AGREEMENT
THIS AGREEMENT,
made this 1st day of December, 2008, by and between Bioanalytical
Systems, Inc., an Indiana corporation with its principal office at
2701 Kent Avenue, West Lafayette, Indiana (hereinafter called
“Company”), and Anthony S. Chilton, residing
at 1035 Richmond Glen Circle, Alpharetta,
GA30004 (hereinafter called the “Grantee”),
pursuant 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 30,000 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 $3.53
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
opinion 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 be exercisable in four equal
installments as set forth in Section 7 of the Plan. The
option may be exercised as to the shares covered by the first
installment from and after the first anniversary of the grant of
the option, with second and third installments becoming exercisable
on the two succeeding anniversary dates. Unless sooner
terminated under the terms of the Plan on 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 special Rules provisions of Section
9 of the Pl
