Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 27, 2020 Bioanalytical Systems, Inc. (the "Company") entered into a
new Employment Agreement (the "Employment Agreement") with Robert Leasure, Jr.
The Employment Agreement replaces Mr. Leasure's prior employment agreement,
which expired on December 31, 2019.
Pursuant to the Employment Agreement, Mr. Leasure agrees to continue to serve as
the President and Chief Executive Officer of the Company for a term ending on
December 31, 2020, subject to extension for successive one-year periods
thereafter upon the mutual agreement of the parties. Under the Employment
Agreement, Mr. Leasure will (i) be entitled to receive an annual base salary of
$370,000, (ii) have an annual incentive opportunity of up to 50% of his base
salary and (iii) be entitled to vacation in accordance with Company policy and
reimbursement for ordinary and necessary business expenses. Mr. Leasure will
also be entitled to participate in the Company's benefit plans and programs
provided to Company executives generally, subject to eligibility requirements
and other terms and conditions of those plans. Also under the terms of the
Employment Agreement and under the Company's 2018 Equity Incentive Plan (the
"Plan"), on the effective date of the Employment Agreement, Mr. Leasure received
(i) 13,000 restricted common shares of the Company and (ii) options to purchase
45,000 of the Company's common shares, in each case subject to vesting and
forfeiture, including in the event of Mr. Leasure's termination by the Company
for cause or Mr. Leasure's resignation other than for good reason (each as
defined in the Employment Agreement).
The Employment Agreement provides for certain non-competition, non-solicitation
and confidentiality undertakings. Should Mr. Leasure's employment be terminated
by reason of Mr. Leasure's death, by the Company without cause or in the event
of Mr. Leasure's disability (as defined in the Employment Agreement), or by Mr.
Leasure for good reason, Mr. Leasure or his estate would be entitled to his base
salary and a prorated portion of his annual incentive award for the year in
which termination occurs, in each case through the effective date of the
termination of his employment. If Mr. Leasure's employment is terminated by the
Company other than for cause, or by Mr. Leasure for good reason, in either case
within 12 months after a change in control (as defined in the Plan) (i) the
Company would pay to Mr. Leasure in a lump sum, as severance compensation, an
amount equal to one times his base salary then in effect plus one times his
annual incentive compensation paid for the Company's last calendar year, (ii)
all unvested outstanding options to purchase the Company's common shares,
unvested awards of restricted shares and unvested awards of restricted share
units held by Mr. Leasure would vest immediately prior to the termination and,
in the case of any such options, remain exercisable for a period of 30 days
following the effective date of the termination, and (iii) Mr. Leasure would be
entitled to receive, a pro-rata portion of the number of performance shares that
would have been earned by Mr. Leasure if the performance conditions related
thereto were satisfied at the target level for such awards and Mr. Leasure had
been employed on the date required to earn such shares.
The foregoing summary of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Employment
Agreement, a copy of which will be filed with the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 2020.
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