Exhibit 10.5


 


 


 


BIOANALYTICAL SYSTEMS, INC.


 


DIRECTOR STOCK OPTION AGREEMENT


 


THIS AGREEMENT, is
made this ____ day of __________, ____, by and between Bioanalytical Systems, Inc., an Indiana corporation with its principal office
at 2701 Kent Avenue, West Lafayette, Indiana (hereinafter called “Company”), and the undersigned director of the Company
(hereinafter called the “Grantee”), pursuant to, and subject to, the terms, conditions and limitations contained in
the Company’s 2008 Stock Option Plan (hereinafter called the “Plan”), a copy of which is available upon request.


 


WITNESSETH THAT:


 


WHEREAS, in the interests
of affording an incentive to the Grantee to give his or her best efforts to the Company as a 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. Pursuant to, and
subject to, the terms, conditions and limitations contained in the Company’s 2008 Stock Option Plan (hereinafter called the
“Plan”), 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 ________ 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 $ 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 Option 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 first become exercisable
in three installments pursuant to the following sentence. 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 the second and third installments becoming exercisable on
the two succeeding anniversary dates. The shares shall vest in this three year period on a 40%, 30%, and 30% schedule. Except as
otherwise provided herein, the Option will terminate as provided for in the Plan Unless sooner terminated under the terms of the
Plan or this Agreement, the Option shall expire as to all shares subject to purchase hereunder on the 8th anniversary
date of this Agreement if not exercised on or before such date.


 


2. If the Company is
subject to a Change in Control, as defined in the Plan, then immediately prior to the Change in Control, the Option shall become
fully and unconditionally vested, unless the Grantee is to serve as a director of the continuing entity and the Option is assumed,
converted, replaced, or continued by the continuing entity.


 





 




     


     


    

 


3. Subject to the limitation
herein and the terms and conditions of the Plan (including, but not limited to, the exercise provisions of Section 7 of the Plan,
and the termination provisions of Section 8 of the Plan as so modified herein), the Grantee may from time to time exercise this
Option by delivering a written notice of exercise and subscription agreement to the Secretary of the Company specifying the number
of whole shares to be purchased, accompanied by payment (i) in cash, (ii) by certified check or bank cashier’s check, (iii)
through the tender to the Company of Common Shares of the Company owned by the Grantee or by withholding of Common Shares of the
Company that are subject to the Option, which Common Shares shall be valued, for purposes of determining the extent to which the
purchase price has been paid, at their fair market value on the date of exercise as determined in Section 7(c) of the Plan, or
(iv) by a combination of the methods described in (i), (ii), or (iii). The Company may, in its sole discretion, refuse to withhold
Common Shares of the Company as payment of the exercise price of the Option. Such exercise shall be effective upon receipt by the
Secretary of such written notice, subscription agreement and payment of the purchase price. Only the Grantee may exercise the Option
during the lifetime of the Grantee. No fractional shares may be purchased at any time hereunder.


 


4. Upon the effective
exercise of the Option, or any part thereof, certificates representing the shares so purchased, marked fully paid and non-assessable,
shall be delivered to the person who exercised the Option, provided however, that in the Company’s discretion such shares
may be delivered in book-entry form. Until certificates representing such shares shall have been issued and delivered or such shares
are delivered in book-entry form, as applicable, the Grantee shall not have any of the rights or privileges of a shareholder of
the Company in respect of any such shares.


 


5. In the event that,
prior to the delivery by the Company of all the Subject Shares, there shall be an increase or reduction in the number of Common
Shares of the Company issued and outstanding by reason of any subdivision or consolidation of Common Shares or any other capital
adjustment, the number of shares then subject to this option shall be increased or decreased as provided in Section 11 of the Plan.


 


6. The option and the
rights and privileges conferred by this Option Agreement shall not be assigned or transferred by the Grantee in any manner except
by will or under the laws of descent and distribution. In the event of any attempted assignment or transfer in violation of this
Section 6, the Option, rights and privileges conferred by this Option Agreement shall become null and void.


 


7. The Option, rights
and privileges herein conferred are granted subject to the terms and conditions set forth herein and in the Plan.


 




     


     


    

 


8. Any notices to be
given or served under the terms of this Option Agreement shall be addressed to the Secretary of the Company at 2701 Kent Avenue,
West Lafayette, Indiana, and to the Grantee at the address set forth in the records of the Company, or such other address or addresses
as either party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given or served,
and deposited in the United States mail.


 


9. The interpretation
by the Compensation Committee, appointed by the Company’s Board of Directors to administer the Plan, or any provisions of
the Plan or of this Option Agreement shall be final and binding on the Grantee unless otherwise determined by the Company’s
Board of Directors.


 


10. This Option Agreement
shall be governed by the laws of the State of Indiana.


 


IN WITNESS WHEREOF,
the Company and the Grantee have signed this Option Agreement as of the day and year first above written.


 


	 	“COMPANY”
	 	 
	 	BIOANALYTICAL SYSTEMS, INC.
	 	 
	 	By:
	 	 
	 	 
	 	Chairman of the Compensation Committee
	 	Board of Directors
	 	 
	 	“GRANTEE”
	 	 
	 	Print:
	 	 
	 	Sign: