Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2020, Bioanalytical Systems, Inc. (the "Company") announced that the
Company and Daniel Thomas Oakley have entered into an agreement (the "Separation
Agreement") under which Mr. Oakley's responsibilities as Chief Operating Officer
ceased as of June 12, 2020. Under the terms of the Separation Agreement, Mr.
Oakley will remain an employee of the Company through June 30, 2020. During such
period, he will receive a base salary at the same rate and will continue to
participate in the employee health and welfare benefit plans offered by the
Company to its employees, subject to the terms and conditions of such plans.
Following the separation date, (i) the Company will pay Mr. Oakley a severance
benefit in the form of salary continuation for a period of five months, (ii) Mr.
Oakley will be entitled to exercise 35,000 outstanding stock options until the
earlier of July 31, 2020 or the expiration date of such stock options and will
forfeit all of his unvested restricted stock units and (iii) the Company will
reimburse Mr. Oakley an amount equal to his monthly COBRA premium for a period
of five months after the separation date; provided that such payments will cease
should he become entitled to other health insurance.
As a condition of receiving the payments under the Separation Agreement, Mr.
Oakley has agreed to release substantially all claims against the Company. The
Separation Agreement also (i) prohibits Mr. Oakley and the Company from
disparaging the Company or Mr. Oakley, as applicable, (ii) includes a covenant
not to sue (iii) during the period in which Mr. Oakley receives severance
benefits, generally requires Mr. Oakley to provide reasonable assistance to the
Company with transitional matters relating to his former duties and (iv)
reaffirms existing covenants and obligations and the rights and remedies of the
Company regarding confidentiality, restrictive covenants and the assignment of
inventions.
The foregoing summary of the Separation Agreement does not purport to be
complete and is qualified in its entirety by reference to the Separation
Agreement, a copy of which will be filed with the Company's Form 10-Q for the
quarterly period ended June 30, 2020.
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