Attached files
| file | filename |
|---|---|
| 10-Q - 10-Q - Inotiv, Inc. | v193536_10q.htm |
| EX-10.7 - EX-10.7 - Inotiv, Inc. | v193536_ex10-7.htm |
| EX-32.1 - EX-32.1 - Inotiv, Inc. | v193536_ex32-1.htm |
| EX-10.5 - EX-10.5 - Inotiv, Inc. | v193536_ex10-5.htm |
| EX-10.2 - EX-10.2 - Inotiv, Inc. | v193536_ex10-2.htm |
| EX-31.1 - EX-31.1 - Inotiv, Inc. | v193536_ex31-1.htm |
| EX-31.2 - EX-31.1 - Inotiv, Inc. | v193536_ex31-2.htm |
AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS
AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made
and entered into this 15th day of
April, 2010, by and between BIOANALYTICAL SYSTEMS, INC., an Indiana corporation
(the "Company"), and
Michael R. Cox ("Employee").
Preliminary
Statements:
A. Employee
is employed as the Chief Financial Officer of the Company pursuant to an
Employment Agreement entered into November 6, 2007 (the
"Agreement").
B The
Company and the Employee wish to memorialize and acknowledge their mutual
interpretation of certain provisions of the Agreement.
C. In
addition, for the purposes of facilitating potential future Company actions,
including possible financing activities, the Company and Employee have mutually
agreed to amend certain terms and conditions of the Agreement. These
amended terms and conditions are set forth below and supersede all terms and
conditions in the Agreement to the contrary.
Agreement:
In
consideration of the promises and mutual covenants and agreements contained
herein, the parties hereby agree to amend the Agreement as follows:
1. Certain Defined
Terms. Capitalized terms which are used herein without
definition and that are defined in the Agreement shall have the same meanings
herein as in the Agreement.
2. Amendments to
Agreement. The Agreement is amended as follows:
2.1 Addendum
A to the Agreement is hereby deleted in its entirety and replaced with Addendum
A attached hereto.
2.2 Section
1.1 of the Agreement is amended to read in its entirety as follows:
“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 until December 30, 2011 (the “Initial Term”). The Initial
Term shall be extended for successive one year periods (the “Additional Terms,”
and together with 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, 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.
2.3 Sections
5.1 and 5.2 of the Agreement are amended to read in their entirety as
follow:
“Section 5.1. Involuntary
Termination/Change in Control. In the case of involuntary
termination of the Employee by the Company within one (1) year after a Change in
Control of the Company (which shall include any termination as to which notice
is given by the Company within such one (1) year period, notwithstanding the
effective date of termination) the Employee will be paid compensation in
terminal pay and participation in benefits, savings and retirement plans as set
forth in Section 5.3, 5.4 and 5.5 of this Agreement.”
Section 5.2. Voluntary Termination/Change
in Control. In the case of voluntary termination by the
Employee within one (1) year after a Change in Control of the Company (which
shall include any termination as to which notice is given by the Employee within
such one (1) year period, so long as the effective date of such termination is
no later than ninety (90) days after the end of such one (1) year period), the
Employee will be paid compensation in terminal pay and participation in
benefits, savings and retirement plans as set forth in Section 5.3, 5.4 and 5.5
of this Agreement.
2.4 The
Agreement is amended by adding new Section 5.6, which will read in its entirety
as follows:
“Section
5.6. Interaction with Article IV
of this Agreement. To the extent any of the provisions of this
Article V are in conflict with the provisions of Article IV of this Agreement
(e.g., as to terminal pay due upon involuntary termination), in circumstances in
which this Article V applies, the terms of Article V shall control and shall
supersede and replace any varying provisions set forth in Article IV; provided,
however, that nothing in this Section 5.6 shall be deemed to limit or eliminate
any rights of the Employee or the Company under any provision of Article IV not
so superseded and replaced.”
3. Change of
Control. Employee hereby acknowledges and agrees that, as of
the date of this Amendment, no Change in Control has occurred or shall be deemed
to have occurred, including by reason of the filing prior to the date of this
Amendment of any Schedule 13D or amendment to any Schedule 13D by a holder of or
group holding more than 20% of the outstanding shares of the Company, and
Employee will not assert any claim that any Change of Control has occurred prior
to the date of this Amendment.
4. No Other
Amendments. Except to the extent specifically superseded
above, all other terms and conditions of the Agreement shall remain in effect
and shall be unaffected by this Amendment.
5. Miscellaneous. This
Amendment shall be governed by the laws of the State of Indiana, without regard
to conflicts of law principles. This Amendment may be executed in
multiple counterparts, each of which shall constitute an original and all of
which together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the Company and the Employee have executed, or caused to be
executed, this Amendment as of the day and year first written
above.
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"COMPANY"
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"EMPLOYEE"
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Bioanalytical
Systems, Inc.
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By:
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Anthony
Chilton
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Michael
R. Cox
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President
and COO
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ADDENDUM
A
Definition
of Change in Control
A "Change
in Control" shall mean the occurrence of any of the following
events:
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1.
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Approval
by shareholders of the Company of (a) any consolidation or merger of the
Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of stock of the Company would be
converted into cash, securities or other property, other than a
consolidation or merger of the Company in which holders of its common
shares immediately prior to the consolidation or merger have substantially
the same proportionate ownership of voting common stock of the surviving
corporation immediately after the consolidation or merger as immediately
before, or (b) a sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially
all the assets of the Company.
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2.
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A
change in the majority of members of the Board of Directors of the Company
within a twenty-four (24) month period unless the election, or nomination
for election by the Company shareholders, of each new director was
approved by a vote of two-thirds (2/3) of the directors then still in
office who were in office at the beginning of the twenty-four (24) month
period.
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3.
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The
Company combines with another company and is the surviving corporation
but, immediately after the combination, the shareholders of the Company
immediately prior to the combination do not hold, directly or indirectly,
more than fifty percent (50%) of the share of voting common stock of the
combined company (there being excluded from the number of shares held by
such shareholders, but not from the shares of voting common stock of the
combined company, any shares received by affiliates (as defined in the
rules of the SEC) of such other company in exchange for stock of such
other company).
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