Exhibit 10.26


 


 


 


September 18, 2014


 


John
P. Devine


4840
Hausman Road


Mt.
Vernon, IN 47620


 


		Re:	Notice
                                         of Intent Not To Extend Employment Agreement



 


Dear
John:


 


This
Notice is being issued pursuant to Section 1.1 of your Employment Agreement with Bioanalytical Systems, Inc. (the "Company"),
dated as of October 1, 2011, which provides that the current term of your Employment Agreement is scheduled to expire December
30, 2014. Section 1.1 also provides that this term will be extended for successive one-year periods, unless either party gives
ninety (90) days written notice before the end of the then-current term. Please consider this the Company's written notice of
its decision not to extend the term of your Employment Agreement beyond its current term.


 


In
lieu of requiring you to work through the remainder of the term, the Company will provide you with notice pay and requests that
you vacate the premises today owned by the Company and used in connection with the business. The Company also requests that you
return to BASi today all of BASi’s property that is in your possession or control. This includes, but is not limited to,
keys, credit cards, phone cards, cellular telephones, pages, directories, computer hardware and software, books, documents, memoranda,
and all other records, and copies thereof.


 


The
Company shall thereafter continue to pay you at your current rate of pay through the Expiration Date of the Employment Agreement,
December 30, 2014, which will be your official Termination Date. Following that date, the Company shall pay you all vacation accrued
through today's date in payments equal to eighty (80) hours of pay each bi-weekly period until compensation for all accrued vacation
hours has been paid.


 


You
remain bound by the policies and procedures with respect to "Confidential Information" and "Proprietary Items"
described and defined in Sections 3.1, 3.2, 3.3 and 3.4 of the Employment Agreement.


 


Please
confirm your receipt of this Notice of Termination by returning a signed copy to Jeff Potrzebowski, Chief Financial Officer and
Acting Director of Human Resources, on or before September 25, 2014.


 


	 	BIOANALYTICAL SYSTEMS, INC.
	 	 
	 	/s/ Jacqueline M. Lemke
	 	Jacqueline M. Lemke
	 	President & Chief Executive Officer


 


  




    	 



    	 



    

 


 


September
18, 2014


 


VIA
E-MAIL and HAND DELIVERY 


John
Devine (Via Hand Delivery)


 


		Re:	Separation Agreement and Release
                                         of All Claims



 


Dear
John:


 


Consistent
with the Notice of Intent Not to Extend your Employment Agreement ("Notice") provided you today, your employment will
BASi will end upon the Termination Date of December 30, 2014. Thereafter, you will not be entitled to any additional compensation
or to participate in any of BASi's benefit plans (except as otherwise specifically provided herein) from BASi other than what
may be agreed to by the parties in the Agreement below.


 


In
order to assist in your future transition, BASi is prepared to offer you a separation package with the terms detailed below. Please
understand that even if you do not sign this Agreement, BASi will (a) pay you notice pay consisting of your normal bi-weekly salary
through the Termination Date of December 30, 2014; (b) continue your health insurance coverage through the Termination Date; (c)
pay you for any accrued but unused vacation days earned as of your last day of active employment today as outlined in the Notice;
(c) pay you any amounts earned under the Annual Incentive Bonus Plan consistent with the terms of that plan; and (d) reimburse
you for previously incurred but unreimbursed business expenses in accordance with Company policy. Unless you notify BASi of a
different bank account, your final pay will be deposited in the bank account that you have previously designated for direct deposit.
Similarly, even if you do not sign this Agreement, you will be offered benefits to which you are entitled under the Consolidated
Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following the Termination Date, as modified below.


 


		A.	Terms



		1.	Definitions.
                                         The terms “you” and “your” and “Devine” mean John
                                         Devine, and anyone who has or obtains any legal right or claims through him. “BASi”
                                         and “Company” mean Bioanalytical Systems, Inc. and include its past and present
                                         officers, directors, employees, agents, related corporations and entities, affiliates,
                                         principals, insurers, shareholders, attorneys, trustees, subsidiaries, predecessors,
                                         successors and assigns, any and all employee benefit plans (and any fiduciary of such
                                         plans) sponsored by BASi. “Agreement” means this letter agreement which contains
                                         the terms of the separation package and which includes a release of all claims arising
                                         out of Devine's employment relationship with BASi and the termination of the employment
                                         relationship. “The Parties” means Devine and BASi.



 


		2.	Separation. Pursuant to this Agreement, Devine's employment with BASi will be separated
                                         as of December 30, 2014 (the Termination Date).



 


 



    	 



    	 



    

 


		3.	Payments
                                         and Benefits to be Provided to Devine. In exchange for and in consideration
                                         of Devine's agreement to release all claims against BASi as described in paragraph 4
                                         and in consideration of the other promises contained in this Agreement, BASi agrees as
                                         follows:



 


		a.	BASi agrees to pay you notice pay
                                         through the Termination Date and to waive the requirement that you report to work following
                                         September 18, 2014;



 


		b.	Thereafter, BASi agrees to pay you
                                         a separation benefit following the Termination Date of two month's pay in the amount
                                         of $12,083.34 per month less taxes and other deductions required by law ("Separation
                                         Period"). This payment shall be made in the form of bi-weekly salary continuation
                                         starting in the next payroll period following the payroll period ending December 30,
                                         2014, for two months. Unless you notify BASi’s payroll department of a different
                                         bank account, this amount will be deposited in the bank account that you have previously
                                         designated for direct deposit;



 


		c.	Additionally, following the Release
                                         Effective Date defined in Paragraph 15 below, if you are eligible for and timely elect
                                         to continue health insurance coverage under BASi's group health care program pursuant
                                         to the federal law known as COBRA, then, BASi will reimburse you for the amount of COBRA
                                         premiums paid by you to maintain such coverage during the Separation Period upon presentation
                                         by you to the Company of evidence that you have made such payments. Any month for which
                                         you receive such reimbursement from BASi will count toward the eighteen (18) month COBRA
                                         continuation period.



 


		d.	After the period referenced in paragraph
                                         3(c) ends, you and your family will have the option of continuing to participate in BASi’s
                                         group health care program pursuant to COBRA for any remaining period of COBRA continuation
                                         coverage to the extent required under COBRA, but you will be responsible for the entire
                                         premium.



 


		e.	Devine agrees that
                                         all of his stock options, including vested and unvested stock options, shall be irrevocably
                                         terminated and of no further effect as of the Termination Date. Devine further agrees
                                         that he will not be eligible for any bonuses, commissions, or other incentive compensation
                                         paid by BASi following his Termination Date. In addition, Devine agrees that he will
                                         not accrue additional vacation following September 18,2014, and that his vacation accrued
                                         through September 18, 2014, will be paid out following his Termination Date in payments
                                         equal to eighty (80) hours of pay each bi-weekly period until compensation for all accrued
                                         vacation hours has been paid.



 






    	 



    	 



    

 


		4.	Claims
                                         released by Devine. By
                                         signing this Agreement,
                                         Devine unconditionally and fully releases and forever discharges BASi from (a)
                                         any and all possible claims, known or unknown, arising out of or from his employment
                                         with BASi under any and all possible legal, equitable, tort, contract or statutory theories,
                                         including but not limited to any claims for constructive or wrongful discharge or breach
                                         of contract, except for any claims relating to accrued and vested rights under a retirement
                                         plan; (b) any and all claims arising on or before the date Devine signs this Agreement,
                                         including but not limited to any charges, claims, demands or actions under Title VII
                                         of the Civil Rights Act of 1964 and the Equal Pay Act, 42 U.S.C. § 2000e et
                                         seq., Section 1981 of the Civil Rights Act of 1866, 42 U.S.C. § 1981,
                                         the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection
                                         Act, the Americans with Disabilities Act, 42 U.S.C. § 12101 et
                                         seq., the Indiana Civil Rights Law, Indiana's Wage Payment and Wage Claims
                                         statutes, the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et
                                         seq., the United States Constitution, the Indiana Constitution, any and all
                                         amendments to said statutes, and any other federal, state or local statute or law, ordinance
                                         or regulation, dealing in any way with employment or employment-related benefits and
                                         all claims for costs and attorneys’ fees; and (c) all claims Devine may have against
                                         BASi arising out of Devine's employment and/or termination of employment with BASi, including
                                         any claims arising out of his Employment Agreement dated October 1, 2011. Devine agrees
                                         and understands that any claims he may have under the aforementioned laws, statutes or
                                         any other federal, state or local law, ordinance, rule or regulation are effectively
                                         waived by this Agreement. Devine understands that the signing of this Agreement prevents
                                         him from making any further claims against BASi in connection with his employment and
                                         the termination of his employment with BASi. Devine agrees to give up, release and waive
                                         all claims against BASi and not to bring any lawsuits against BASi relating to the claims
                                         he has given up, released and waived, nor will he allow any suit to be brought on his
                                         behalf. BASi represents that it is not aware of the existence of any claims it may have
                                         against Devine and has not discussed the possibility of litigation against him.






 


		5.	No
                                         Admission of Liability; Waiver. This Agreement shall not in any way be construed
                                         as an admission by BASi that it has acted wrongfully with respect to Devine or any other
                                         person, or that Devine has any rights whatsoever against BASi. Devine waives any right
                                         or claim of reinstatement to employment with BASi and agrees not to seek further employment
                                         with BASi. If Devine does seek employment with BASi, BASi is under no obligation to consider
                                         him for employment.



 


		6.	Acknowledgement.
                                         Devine acknowledges that he is not entitled to any of the payments and benefits listed
                                         in paragraph 3(b)-(c) of this Agreement unless he signs this Agreement and does not revoke
                                         it within the revocation period stated in paragraph 15 below.



 




    	 



    	 



    

 


		7.	Non-Disparagement.
                                         In consideration of the promises made in this Agreement, Devine and BASi each agrees
                                         not to make any false, negative or disparaging remarks or comments to any person and/or
                                         entity about the other party to this Agreement, nor shall Devine or BASi make any statement
                                         that may subject the other party to potential embarrassment, humiliation or any other
                                         negative consequence. In addition, Devine agrees that he shall not make any public statement,
                                         including but not limited to, any statement to the media or to BASi employees, regarding
                                         the termination of his employment with BASi with the exception of stating that his employment
                                         contract has not been extended.



 


		8.	Consultation
                                         with Attorney. Devine agrees that he has read this Agreement and the releases
                                         contained herein, that he understands all of the terms hereof, that he has not been coerced,
                                         threatened or intimidated into signing this Agreement, and that he executes this Agreement
                                         voluntarily and with full knowledge of its meaning and consequences and that he has had
                                         sufficient opportunity to consult with his attorney regarding this Agreement. Devine
                                         further acknowledges that BASi hereby advises him that he should consult with an attorney
                                         before executing this Agreement.



 


		9.	Violation
                                         of Agreement and Severability. Devine agrees that if he breaches any obligation
                                         set forth in this Agreement, BASi shall cease all payments to him, as described in this
                                         Agreement, and it shall also cease providing all benefits to him, as described in this
                                         Agreement. Devine also understands and agrees that in the event that this Agreement is
                                         ever held to be invalid or unenforceable, in whole or in part, as to any particular type
                                         of claim or charge or as to any particular circumstances, this Agreement shall remain
                                         fully valid and enforceable as to all other claims, charges and circumstances.



 


		10.	Confidentiality
                                         and Non-Solicitation. Devine agrees and understands that he remains subject
                                         to the Confidentiality and Non-Solicitation obligations stated in Sections 3.1 and 3.3
                                         of his Employment Agreement dated October 1, 2011.



 


		11.	Devine's
                                         Representations. Devine represents and warrants that in the making and execution
                                         of this Agreement, he is not relying on any representation, statement, or assertion of
                                         fact or opinion made by any agent, attorney, employee, or representative of the persons,
                                         parties, or corporations being released herein, and he hereby waives any right to rely
                                         upon all prior agreements and/or oral representations made by any agent, attorney, employee,
                                         or representative of such persons, parties, or corporations even though made for the
                                         purpose of inducing him to enter into this Agreement.



 


		12.	Cooperation
                                         and Transition Assistance. Devine agrees that he will be available to provide
                                         reasonable assistance to BASi with transitional matters relating to his former duties
                                         with BASi, without additional compensation, through his Termination Date and thereafter
                                         during the Separation Period discussed in paragraph 3(b), above.



 




    	 



    	 



    

 


		13.	Miscellaneous.
                                         The Parties agree that this Agreement is deemed made and entered into in the State of
                                         Indiana and in all respects shall be interpreted, enforced and governed under the laws
                                         of the State of Indiana, unless otherwise preempted by federal law. Jurisdiction and
                                         venue for litigation of any dispute, controversy, or claim arising out of or in connection
                                         with this Agreement shall lie exclusively in the federal or state courts in Tippecanoe
                                         County, Indiana, and the Parties hereby consent to service of process from said courts.
                                         This Agreement shall inure to the benefit of and may be enforced by, and shall be binding
                                         on The Parties and their heirs, executors, administrators, personal representatives,
                                         assigns, and successors in interest. The language of all parts of this Agreement shall
                                         be in all cases construed as a whole, according to its fair meaning, and not strictly
                                         for or against the drafter.



 


		14.	Disclosures
                                         by Devine. As a condition precedent to his eligibility for the separation
                                         benefits described in paragraph 3(b)-(c) above, Devine affirms and attests that he has
                                         disclosed during the course of his employment all employment and other agreements he
                                         has signed on behalf of BASi in his capacity as Vice President, Toxicology Services to
                                         appropriate Company officials.



 


		15.	Time
                                         to Consider this Agreement. Devine understands that he has twenty-one (21)
                                         days from the date of delivery of this Agreement to consider the terms of this Agreement.
                                         Devine understands that he may sign this Agreement at any time during the twenty-one
                                         (21) day period. Devine understands that he may revoke this Agreement if he so chooses
                                         until seven (7) days after the date of execution. Devine further understands that this
                                         Agreement will not become effective or enforceable and that BASi’s obligations
                                         in paragraph 3 of this Agreement to make payments and provide benefits will not become
                                         effective or enforceable until seven (7) days from the date of Devine’s execution
                                         of this Agreement and provided that the Agreement is not revoked during such seven day
                                         period ("Release Effective Date").



 


	 	Sincerely,
	 	 
	 	Bioanalytical Systems, Inc.
	 	 
	 	/s/ Jacqueline Lemke
	 	Jacqueline Lemke
	 	President & CEO




    	 



    	 



    

 


My
signature below represents my unconditional acceptance of all terms and conditions contained in this Separation and Release of
All Claims Agreement dated September 18, 2014.


 





	/s/ John P.
    Devine	 	26 SEP 2014
	John P. Devine	 	Date







 





	STATE
    OF INDIANA 	)	 
	 	)
    SS:	 
	COUNTY
    OF Posey	)	 







 





Subscribed
to and sworn before me, a Notary Public, in and for said County and State, this 24th day of September, 2014.


 





	 	/s/ Jessica
    Wright
	 	Signature
	 	 
	 	Jessica
    Wright
	 	Printed
                        Notary
    Public




 





	My Commission Expires:	 	County of Residence:
	2-11-2015	 	Posey.
    IN