Unassociated Document


    EMPLOYMENT
      AGREEMENT

    


    THIS
      AGREEMENT ("Agreement") is made and entered into effective the ____ day of
      December 2008 by and among BIOANALYTICAL SYSTEMS, INC. (“BASi”, “Company”) a
      corporation organized under the laws of the State of Indiana (“Company”), and
      Anthony S. Chilton, ("Employee") as Chief Operating Officer, Scientific Services
      of BASi. 

    


    Preliminary
      Statements:

    


    A. BASi
      is
      engaged in the business of providing contract research services and
      manufacturing and distributing scientific instruments. The Company is in the
      business of conducting laboratory experiments and research on behalf of other
      businesses (“Business”) which is expected to add significantly to the value of
      the Company and BASi.

    


    B. Employee
      is experienced in the Business, and is familiar with the management and
      operations of the Company. The Company wishes to employ Employee on the terms
      and conditions contained herein. Employee views entry into this employment
      as a
      mutually beneficial long-term investment by both the Business and by the
      Employee as a major career commitment.

    


    In
      consideration of the premises and mutual covenants and agreements contained
      herein, the parties hereby agree as follows:

    


    ARTICLE
      1

    


    Term,
      Compensation, and Benefits

    


    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, 2010, (the “Initial Term”). The Initial Term shall
      be extended for successive one year periods (the "Additional Terms," and
      together with the 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.

    


    Section
      1.2Compensation
      and Benefits

    


    Section
      1.2.1 Salary:
      BASi
      will pay a base salary of $16,250.00 per month. Salary shall be paid in equal
      semi-monthly installments in arrears. All amounts to be paid hereunder shall
      be
      paid in accordance with normal payroll procedures of the Company and shall
      be
      subject to all required withholdings and deductions.

    


    Section
      1.2.2.Stock Options:
      This
      Agreement will also include options to purchase BASi shares. The exact number,
      strike price and maturity schedule of those options are defined in an appendix
      which includes information on BASi option plans, form of grant/s and exercise.
      

    


    Section
      1.2.3.
      Bonus:
      Employee will receive a sign-in bonus in two installments, totaling Ten thousand
      Dollars and No Cents ($10,000.00), less taxes and other deductions required
      by
      law. The first installment of Five Thousand Dollars and No Cents ($5,000.00)
      will be paid on or before March 15, 2009. The second installment of Five
      Thousand Dollars and No Cents ($5,000) will be paid on or before July 15, 2009.
      Employee will also be eligible for bonus grants under bonus plans adopted by
      the
      Company at the discretion of the Compensation Committee of the Board of
      Directors. 

    


    Section
      1.2.4  Expense Reimbursement.
      Employee
      will be entitled to reimbursement for reasonable out of pocket expenses incurred
      by him for living quarters in the Lafayette, Indiana area during the first
      year
      of employment. Travel to and from the Employees residence in Alpharetta, Georgia
      and not more frequently than twenty four times per year (excluding the
      Thanksgiving and Christmas Holidays). Employee will also be entitled to
      reimbursement of travel, entertainment and other out of pocket expenses incurred
      by him in the course of his employment in accordance with the Company’s standard
      reimbursement policies.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      1.2.5 Vacation
      Policy: Employee
      will accumulate one (1) vacation day per month in accordance with policies
      described in the BASi Employee Handbook. Employee shall also be granted an
      additional ten days vacation at the start of the initial term, and again at
      the
      start of any subsequent term, effectively granting employee 15 years seniority.
      Employee’s compensation shall continue to be paid in full during this period. .
      Any vacation at the end of any year ending on an anniversary date shall carry
      over to the following one-year period commencing on such anniversary date (the
      “Following Year”), but shall not carry over beyond the Following Year. Vacation
      time not used prior to the expiration will be banked for short-term disability
      as described in the BASi Employee Handbook. 

    


    Section
      1.2.6 Other
      Benefits:
      During
      the Employment Period, the Employee shall be entitled to participate in all
      employee benefit plans which are generally made available to employees of the
      Company, subject to the eligibility, qualification, waiting period and other
      terms and conditions of such plans as they shall be in effect from time to
      time
      unless listed herein as exceptions from those terms and conditions. The
      highlights of the benefits are as follows: group health insurance (after ninety
      days); two weeks unpaid vacation (optional); term life insurance ($100,000);
      long term disability insurance; and a 401K deferred tax savings incentive/profit
      sharing plan. Optional participation benefits include a flexible spending
      account, dental, vision, and short-term disability. 

    


    Section
      1.2.7COBRA:
      BASi
      will pay your COBRA premium for a 90 day period, after which you will be
      eligible for the Company’s medical plan. The Company will “gross up” the premium
      amount paid to offset income taxes, FICA, and any other payroll
      taxes.

    


    Section
      1.2.8.Relocation Package:
      Employee shall become eligible for a standard relocation package during the
      first year of employment.

    


    ARTICLE
      2

    


    Duties

    


    Section
      2.1. Duties
      During
      the Employment Period, the Employee will be the ranking Chief Operating Officer
      of Scientific Services of our business. The Employee will lead the scientific
      staff, be the ultimate contact with clients and scientific advisors, and own
      responsibility for the administering and overseeing the strategic plan to
      advance BASi in the area of research activities. In addition, employee is
      responsible for strengthening existing collaborations, building new
      partnerships, plus executing programs and initiatives to support the BASi
      mission statement. The Employee will be called upon to perform certain services
      for the Company including, without limitation, the following: 

    


    
      	 	
              a)

            	
              Coordinate
                the communication between Project Managers and BASi Senior
                Management.

            


    

    
      	 	
              b)

            	
              Identifying
                opportunities for proposed direction of new and existing
                projects

            


    

    
      	 	
              c)

            	
              Develop
                and manage global full range of interactions on research related
                activities

            


    

    
      	 	
              d)

            	
              Develop
                and implement strategies that support company goals and milestones
                

            


    

    
      	 	
              e)

            	
              Support
                other management/departments by providing scientific resources advice,
                counsel, and decisions; analyzing information and
                applications.

            


    

    
      	 	
              f)

            	
              Participate
                in departmental and organizational meetings to ensure that employees
                are
                informed of new initiatives. 

            


    

    
      	 	
              g)

            	
              Support
                operations and administration of Board by advising and informing
                Board
                members of issues and trends related to the
                sciences

            


    

    
      	 	
              h)

            	
              Function
                as liaison between research and operational departments at BASi with
                respect to scientific development and progress of individual research
                activities

            


    

    
      	 	
              i)

            	
              Ensure
                BASi compliance with current, applicable laws and develop safety/security
                policies to meet Company needs and comply with state and federal
                laws

            


    

    
      	 	
              j)

            	
              Motivate,
                lead and teach qualified staff to meet or exceed
                expectations.

            


    

    
      	 	
              k)

            	
              Enhance
                the professional image of BASi in public
                forums

            


    

    
      	 	
              l)

            	
              Manage
                relationships with outside business
                leaders

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      2.2.
      The
      Employee shall serve the Company by performing such other services as the
      Company may reasonably require to conduct the Company’s business. The Company
      shall also have the absolute right and power to direct and control the Employee
      in carrying out duties assigned by the Company, including, but not limited
      to,
      the right (1) to review, modify and cancel all work performed, and (2) to assign
      specific duties to be performed, including the general means and manner by
      which
      such duties shall be performed. Notwithstanding any other provisions of this
      Agreement, the Company shall not impose employment duties or constraints of
      any
      kind upon the Employee which would require the Employee to violate any
      ordinance, regulation, statute or other law. The Employee shall devote his
      full
      working time, attention and energy to the performances of the duties imposed
      hereunder. The Employee shall conform to such hours of work as may from time
      to
      time reasonably be required of him and shall not be entitled to receive any
      additional remuneration for work outside his normal hours. The Employee will
      NOT
      be held
      financially, legally, or otherwise liable for any practice or action or decision
      made by BASi, or its predecessors or successors prior to the start date of
      Employee’s beginning date of employment.

    


    Confidentiality
      and Other Matters

    


    Section
      3.1.
      Confidentiality
      Agreement.
      The
      Employee, prior to and during the term of employment under this Agreement,
      has
      had and will have access to and has become or will become familiar with
      information, whether or not originated by the Employee, which is used in or
      related to the Business or the business of BASi or certain subsidiaries or
      affiliates of BASi and is (a) proprietary to, about, or created by the Company
      its subsidiaries or its affiliates; (b) designated as confidential by the
      Company, its subsidiaries or its affiliates; or (c) not generally known to
      or
      ascertainable by proper means by the public ("Confidential
      Information").

    


    Further,
      the Employee has had and will have access to items proprietary to the Company,
      its subsidiaries or its affiliates ("Proprietary Items"). "Proprietary Items"
      shall mean all legally-recognized rights which result from or are derived from
      the Employee's work product or the work product of others made for the Company,
      its subsidiaries or its affiliates, including all past, present and future
      work
      product made for the Company, its subsidiaries or its affiliates, or with
      knowledge, use or incorporation of Confidential Information, including, but
      not
      limited to works of authorship, developments, inventions, innovations, designs,
      discoveries, improvements, trade secrets, trademarks, applications, techniques,
      know-how and ideas, whether or not patentable or copyrightable, conceived or
      made or developed by the Employee (solely or in cooperation with others) or
      others during the term of this Agreement or prior to or during his tenure with
      the Company, or which are reasonably related to the Business or the business
      of
      BASi or certain subsidiaries or affiliates of BASi or the actual or demonstrably
      anticipated research and development of the Company.

    


    The
      Employee agrees that any Confidential Information and Proprietary Items will
      be
      treated in full confidence and shall not be used, directly or indirectly, by
      him, nor shall the same be disclosed to any other firms, organizations, or
      persons outside of the Company's employees bound by similar agreement, during
      the term of this Agreement or at any time thereafter, except as required in
      the
      course of his employment with the Company. All Confidential Information and
      Proprietary Items, whether prepared by the Employee or otherwise, coming into
      his possession, shall remain the exclusive property of the Company and shall
      not
      be permanently removed from the premises of the Company under any circumstances
      whatsoever, without the prior written consent of the Company.

    


    The
      Employee will not be obliged to keep information confidential to the extent
      that
      the information has ceased to be confidential and has entered the public domain
      otherwise than due to the Employee's acts. The provisions of this Section
      3.1
      shall be
      in addition to, and shall not affect, the Employee's common law duty of fidelity
      to the Company.

    


    Section
      3.2.
      The
      parties foresee that the Employee may make inventions or create other
      intellectual property in the course of his duties hereunder and agree that
      in
      this respect the Employee has a special responsibility to further the interests
      of the Company and its affiliates.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      3.3
      The
      Employee agrees that during the Employee’s employment with the Company and for
      an additional period of the two (2) years immediately following termination
      of
      the Employee’s employment with the Company, the Employee shall not directly or
      indirectly, as an individual or as a director, officer, contractor, employee,
      consultant, partner, investor or in any other capacity with any corporation,
      partnership or other person or entity, other than the Company (an “Other
      Entity”), (i) contact or communicate any then current material customer or
      client of the Company in the Business, or any person or entity with which the
      Company is then engaged in material discussions regarding that person or entity
      becoming a client or customer of the Company in the Business, for the purpose
      of
      inducing any such customer or client to move its account from the Company to
      another company in the Business; provided, however, that nothing in this
      sentence shall prevent the Employee from becoming employed by or providing
      consulting services to any such customer or client of the Company in the
      Business, or (ii) solicit any other employee of the Company for employment
      or a
      consulting or other services arrangement with an Other Entity. The restrictions
      of this Section
      3.3
      shall
      not be deemed to prevent the Employee from owning not more than 5% of the issued
      and outstanding shares of any class of securities of an issuer whose securities
      are listed on a national securities exchange or registered pursuant to Section
      12(g) of the Securities Exchange Act of 1934, as amended. In the event a court
      of competent jurisdiction determines that the foregoing restriction is
      unreasonable in terms of geographic scope or otherwise then the court is hereby
      authorized to reduce the scope of said restriction and enforce this Section
      3.3
      as so
      reduced. If any sentence, word or provision of this Section
      3.3
      shall be
      determined to be unenforceable, the same shall be severed herefrom and the
      remainder shall be enforced as if the unenforceable sentence, word or provision
      did not exist. Notwithstanding any provision of this Agreement to the contrary,
      the terms and conditions of this Section
      3.3
      shall
      survive for a period of two (2) years following termination of the Employee’s
      employment with the Company, at which time the terms and conditions of this
      Section
      3.3
      shall
      terminate.

    


    Section
      3.4.
      The
      employee agrees to abide by all the conditions of the Company Code of Conduct
      and Ethics.

    


    ARTICLE
      4

    


    Termination
      of Employment

    


    Section
      4.1.
      Resignation
      by the Employee.
      The
      Employee may resign from her employment with the Company at any time providing
      written notice to the Company of resignation at least ninety days (90) prior
      to
      the effective date of the resignation (the “Resignation Date”). Employee may
      resign at any time for” good reason” due to (a) a material breach of this
      Agreement by the Company which continues after the Employee has given the
      Company thirty days (30) written notice of such breach, or (b) the assignment
      to
      the Employee of duties materially inconsistent with this Agreement other than
      in
      accordance with the terms of this Agreement, and the Company has not rectified
      such assignment within thirty days (30) after the Employee has given the Company
      written notice of such breach. 

    


    A
      termination by the Employee for “good reason” shall entitle the Employee to the
      same compensation and benefits as if the Employee had been terminated by the
      Company without cause. In the event of a termination by the Employee for “good
      reason,” the provisions of Section
      3.3
      shall
      not apply and shall be of no force or effect. Upon any resignation by the
      Employee, the Employee shall use reasonable best efforts to assist the Company
      in good faith to effect a smooth transition. If Employee voluntarily resigns
      her
      position without “good reason” prior to the determination of this contract the
      compensation terms of this agreement are null and void.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      4.2.
      Termination
      by the Company without Cause.
      At any
      time, the Company may, in its sole and absolute discretion, terminate the
      Employee's employment with the Company (the actual date of termination being
      referred to as the "Termination Date") without cause, by providing written
      notice thereof to the Employee ("Termination Notice") at least ninety days
      (90)
      prior to the Termination Date. In the event of termination of the Employee's
      employment pursuant to this Section, the Company shall continue to pay to the
      Employee the Employee’s then current Annual Salary throughout such ninety-day
      (90) notice period and shall pay the Employee as compensation for loss of office
      (a) 12 months Annual Salary at the Employee’s then current salary in equal
      monthly installments over the twelve month period following the Termination
      Date
      (reduced pro rata if such termination occurs during the last year of the Initial
      Term and based on estimated time worked pursuant to Article 1), provided that
      such payments shall cease if the Employee becomes employed by a company which
      is
      in the Business during such six month period, and (b) all vacation accrued
      as of
      the Termination Date calculated in accordance with Section
      1.2.4.
      Upon
      receipt by the Employee of a Termination Notice pursuant to this Section
      4.2,
      (a) the
      Employee shall assist the Company in good faith to effect a smooth transition,
      and (b) the Company may request the Employee to vacate the premises owned by
      the
      Company and used in connection with the Business within a reasonable time,
      provided that the obligation of the Company to make payments to the Employee
      pursuant to this Section
      4.2
      and the
      other provisions of this Agreement shall not be affected, provided further,
      that
      in the event of a termination by the Company without cause pursuant to this
      Section
      4.2,
      the
      provisions of Section
      3.3
      shall
      not apply and shall be of no further force or effect.

    


    Section
      4.3.
      Termination
      by the Company With Cause.
      This
      Agreement shall be deemed to be terminated and the employment relationship
      between the Employee and the Company shall be deemed severed upon written notice
      to the Employee by the Company after the occurrence of any of the
      following:

    


    
      	 	
              a)

            	
              The
                final, non-appealable imposition of any restrictions or limitations
                by any
                governmental authority having jurisdiction over the Employee to such
                an
                extent that he cannot render the services for which he was
                employed.

            


    

    


    
      	 	
              b)

            	
              The
                Employee (i) willfully and continually fails or refuses (without
                proper
                cause) to substantially perform the duties of his employment and
                to adhere
                in all material respects to the provisions of this Agreement and
                the
                written policies of the Company, which failure shall not be remedied
                within thirty (30) days after written notice from the Company to
                the
                Employee, or (ii) conducts himself in a fraudulent manner, or (iii)
                conducts himself in an unprofessional or unethical manner which in
                the
                reasonable judgment of the Board of Directors of the Company is
                detrimental to the Company.

            


    

    


    
      	 	
              c)

            	
              The
                Employee willfully and continually fails or refuses to adhere to
                any
                written agreements to which the Employee and the Company or any of
                its
                affiliates are parties, which failure shall not be remedied within
                thirty
                (30) days after written notice from the Company to the
                Employee.

            


    

    


    
      	 	
              d)

            	
              In
                the event of death of the Employee during employment. In such event
                the
                Company shall pay to the estate of the Employee the compensation
                earned by
                the Employee prior to his death but not yet paid to him by the Company.
                

            


    

     

    Section
      4.4.
      Continuation
      of Health Insurance Benefits.
      If
      Employee is terminated by the Company without Cause, or terminated her
      employment with the Company for Good Reason, and provided that Employee elects
      continuation of health coverage pursuant to Section 601 through 608 of the
      Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Company
      shall pay Employee an amount equal to her monthly COBRA premiums for a period
      equal to the period remaining in the Employment Period after termination;
      provided further, such payment will cease upon Employee’s entitlement to other
      health insurance without charge.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      5

    


    Change
      in Control

    


        The
      Board of
      Directors of the Company (“the Board”) has determined that it is in the best
      interests of the Company and its shareholders to assure that the Company will
      have the continued dedication of the Chief Operating Officer, Scientific
      Services, notwithstanding the possibility or occurrence of a Change in Control
      of the Company. The Board believes it is imperative to diminish the inevitable
      distraction of the Employee by virtue of personal uncertainties and risks
      created by a pending or threatened Change in Control and to encourage the
      Executive’s full attention and dedication to the Company currently and in the
      even of any pending, threatened or actual Change in Control and to provide
      the
      Employee with compensation and benefits arrangements upon a Change in Control
      which are consistent with the Employee’s significant leadership position and
      which are competitive. (See Addendum A for Definition of Change in
      Control)

    


    Section
      5.1 Involuntary Termination/Change in Control.
      In the
      case of involuntary termination of the Employee, resulting from a Change in
      Control of the Company, and due to one or more of the following conditions
      being
      met up to one year following such Change in Control:

    


    
      	 	
              a.

            	
              Elimination
                or diminution of the Employee’s position, authority, duties and
                responsibilities relative to the most significant of those held,
                exercised
                and assigned at any time during the six month period immediately
                preceding
                a Change in Control;

            


    

    
      	 	
              b.

            	
              Change
                in location requiring the Employee’s services to be performed at a
                location other than the location where the Employee was employed
                immediately preceding a Change in Control, other than any office
                which is
                the headquarters of the Company and is less that 35 miles from such
                location.

            


    

    


    The
      Employee will receive written notice of involuntary termination and will be
      paid
      compensation in terminal pay, annual bonus, and participation in benefits,
      savings and retirement plan as summarized below.

    


    Section
      5.2 Voluntary Termination/Change in Control.
      In the
      event of change in control, which does not result in involuntary termination
      of
      the Employee or diminution of the Employee’s position, authority, duties and
      responsibilities, the Employee may elect to voluntarily terminate within one
      year of the Change in Control and may elect the Change in Control provisions
      summarized below.

    


    Section
      5.3 Terminal Pay.
      The
      Employee will receive terminal pay, to be paid in equal installments in
      semi-monthly installments, at least equal to two (2) years annual base salary
      payable to the Employee by the Company in respect of the twelve month period
      immediately preceding termination.

    


    Section
      5.4 Special Bonus.
      In
      addition to the Terminal Pay and Annual Bonus, the Employee will be eligible,
      based on performance, for any special bonus program which may be instituted
      by
      the Company in recognition of particular assignments, duties or responsibilities
      required during the crucial transition period leading up to, or following,
      the
      Change in Control.

    


    Section
      5.5 Benefits, Savings and Retirement. Plans.
      During
      the period of terminal payments, the Employee will remain in employee status
      for
      benefits purposes only and will be entitled to participate in all benefits,
      savings and retirement plans, practices, policies and programs of the Company
      applicable generally to other peer executives of the Company, with the
      expectation that the Employee continue to make all applicable employee
      contributions to said program(s).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      6

     

    Guarantee

    


    BASi
      hereby unconditionally and irrevocably guarantees to the Employee the due
      performance by the Company of all its obligations under or in respect of the
      terms of this Agreement and shall as primary obligor and not as surety on demand
      pay to the Employee all sums due to be paid by the Company to the Employee.
      This
      guarantee shall be a continuing guarantee and shall inure to the benefit of
      the
      Employee, his heirs, successors and assigns.

    


    ARTICLE
      7

    


    Miscellaneous

    


    Section
      7.1.
      Relationship
      between the Parties.
      The
      relationship between the Company and the Employee shall be that of an employer
      and an employee, and nothing contained herein shall be construed or deemed
      to
      give the Employee any interest in any of the assets of the Company.

     

    Section
      7.2.
      Notices.
      Any
      notice required or permitted to be given under this Agreement shall be in
      writing and delivered personally or sent by certified mail, addressed to the
      party entitled to receive said notice, at the following addresses:

    


    If
      to
      Company:             Bioanalytical
      Systems Evansville

    2701
      Kent
      Avenue

    West
      Lafayette, IN 47906

    


    


    If
      to
      Employee:             Anthony
      S. Chilton

    1035
      Richmond Glen Circle

    Alpharetta,
      GA 30004 

    


    or
      at
      such other address as may be specified from time to time in notices given in
      accordance with the provisions of this Section
      7.2.

    


    Section
      7.3  Enforceability.
      Both
      the Company and the Employee stipulate and agree that if any portion, paragraph
      sentence, term or provision of this Agreement shall to any extent be declared
      illegal, invalid or unenforceable by a duly authorized court of competent
      jurisdiction, then, (a) the remainder of this Agreement or the application
      of
      such portion, paragraph, sentence, term or provision in circumstances other
      than
      those as to which it is so declared illegal, invalid or unenforceable, shall
      not
      be affected thereby, (b) this Agreement shall be construed in all respects
      as if
      the illegal, invalid or unenforceable matter had been omitted and each portion
      and provision of this Agreement shall be valid and enforceable to the fullest
      extent permitted by law and (c) the illegal, invalid or unenforceable portion,
      paragraph, sentence, term or provision shall be replaced by a legal, valid
      and
      enforceable provision which most closely reflects the intention of the parties
      hereto as reflected herein.

    


    Section
      7.4.
      Nonwaiver.
      The
      failure of either party hereto to insist in any one or more instances upon
      performance of any of the provisions of this Agreement or to pursue its or
      his
      rights hereunder shall not be construed as a waiver of any such provisions
      or as
      the relinquishment of any such rights.

    


    Section
      7.5.
      Succession.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and upon their heirs, personal representatives, and successor entities. This
      Agreement may not be assigned by either party without prior written agreement
      of
      both parties.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      7.6.
      Governing Law.
      The
      laws of the United States and the State of Indiana shall govern the construction
      and enforceability of this Agreement.

    


    Section
      7.7.
      Entire
      Agreement.
      This
      Agreement constitutes the entire Agreement between the parties as to the subject
      matter contained herein and all other agreements or understandings are hereby
      superseded and terminated.

    


    Section
      7.8.
      Collective
      Agreements.
      There
      are no collective agreements which directly affect the terms and conditions
      of
      the Employee's employment.

    


    Section
      7.9.
      Grievance
      and Disciplinary Procedures.
      If the
      Employee wishes to obtain redress of any grievance relating to her employment
      or
      if she is dissatisfied with any reprimand, suspension or other disciplinary
      steps taken by the Company, she shall apply in writing to the Chairman of the
      board of directors of the Company, setting out the nature and details of any
      such grievance or dissatisfaction.

    


    Section
      7.10.
      Heading.
      The
      headings of the sections are inserted for convenience only and do not affect
      the
      interpretation or construction of the sections.

    


    Section
      7.11. Remedies.
      Employee acknowledges that a remedy at law for any breach or threatened breach
      of the provisions of Sections 3.1 through 3.3 of this Agreement would be
      inadequate and therefore agrees that the Company shall be entitled to injunctive
      relief, both preliminary and permanent, in addition to any other available
      rights and remedies in case of any such breach or threatened breach; provided,
      however, that nothing contained herein shall be construed as prohibiting the
      Company from pursuing any other remedies available for any such breach or
      threatened breach. Employee further acknowledges and agrees that in the event
      of
      a breach by Employee of any provision of Sections 3.1 through 3.3 of this
      agreement, the Company shall be entitled, in addition to all other remedies
      to
      which the Company may be entitled under this Agreement to recover from Employee
      its reasonable costs including attorney's fees if the Company is the prevailing
      party in an action by the Company. This Agreement is entered into by the Company
      for itself and in trust for each of its affiliates with the intention that
      each
      company will be entitled to enforce the terms of this Agreement directly against
      Employee.

     

    IN
      WITNESS WHEREOF, the Company and the Employee have executed, or caused to be
      executed, this Agreement as of the day and year first written
      above.

    
 

    
      	"COMPANY"	 	"EMPLOYEE"
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	  
	Richard
              M. Shepperd 	 	Anthony S. Chilton
	President
              and CEO
              Bioanalytical
                Systems, Inc.