Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Jill C. Blumhoff has
notified Bioanalytical Systems, Inc. (the "Company") of her intention to resign as Vice President – Finance
and Chief Financial Officer of the Company effective as of March 6, 2020 (the "Resignation Date"). In recognition
of her service to the Company and in order to provide for an orderly transition, the Company and Ms. Blumhoff have entered into
an agreement (the "Severance Agreement"), under which Ms. Blumhoff will remain an employee of the Company through
March 31, 2020 (the "Separation Date"). Between the Resignation Date and the Separation Date, Ms. Blumhoff will
be entitled to receive her base salary at the same rate as in effect on the Resignation Date 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, under and subject to the terms of the Severance Agreement, (i) the Company will pay Ms. Blumhoff a severance benefit in the
form of salary continuation for a period of six months, (ii) the Company will make a cash payment equal to one-half of Ms. Blumhoff’
s target bonus for the Company's fiscal year ended September 30, 2020 ("Fiscal 2020"), to be paid by the Company,
if at all, at the same time, under the same terms and subject to the same limitations and conditions as if Ms. Blumhoff were still
employed on the date performance bonuses are paid in respect of performance for Fiscal 2020, (iii) Ms. Blumhoff will be entitled
to exercise 65,000 outstanding stock options until the earlier of June 30, 2020 or the expiration date of such stock options and
will forfeit all of her unvested restricted stock units and (iv) the Company will reimburse Ms. Blumhoff an amount equal to her
monthly COBRA premiums for a period of six months after the Separation Date; provided that such payments will cease upon her becoming
entitled to other health insurance.
As a condition of receiving
the payments under the Severance Agreement, Ms. Blumhoff has agreed to release substantially all claims against the Company. The
Severance Agreement also (i) prohibits Ms. Blumhoff and certain Company representatives from disparaging the Company or Ms. Blumhoff,
as applicable, (ii) includes a covenant not to sue, (iii) during the period during which Ms. Blumhoff will receive severance benefits,
generally requires Ms. Blumhoff to respond to inquiries that the Company may have from time to time and (iv) reaffirms the covenants
and obligations and the rights and remedies of the Company regarding confidentiality, restrictive covenants and the assignment
of inventions in Ms. Blumhoff’s employment agreement.
In connection with
Ms. Blumhoff’s resignation, the Company’s Board of Directors elected Beth A. Taylor, age 54, as Vice President –
Finance and Chief Financial Officer of the Company, effective as of March 9, 2020. From August of 2019 until her appointment, Ms.
Taylor served as Vice President – Finance at Vibenomics, Inc., a location-based audio experience and out-of-home advertising
business, and also engaged in consulting. Previously Ms. Taylor held progressively responsible financial and accounting leadership
positions at Endocyte, Inc., a Novartis company, Author Solutions, Inc., Harlan Laboratories, Inc., Republic Airways Holdings and
Rolls-Royce Corporation. Most recently, Ms. Taylor served as Vice President, Finance and Chief Accounting Officer, from August
of 2016 through August of 2019, and Corporate Controller, from January of 2011 through August of 2016, at Endocyte, Inc., a Novartis
company, a biopharmaceutical company and developer of targeted therapies for the personalized treatment of cancer. Ms. Taylor began
her career in audit at Deloitte & Touche and holds a degree in accounting from Indiana University, Kelly School of Business,
Bloomington.
Per the terms of her
offer letter (the "Offer Letter"), Ms. Taylor will be entitled to (i) a base salary of approximately $240,000,
(ii) an award of 10,000 restricted common shares to be issued within 90 days of the commencement of her employment with a 24 month
vesting period and (iii) 20 vacation days per year. Ms. Taylor will be eligible to participate in the Company’s benefit programs
available to executives of the Company generally, subject to the terms and conditions thereof, and to receive additional equity
awards if and as determined by the Compensation Committee of the Company. There are no arrangements or understandings between Ms.
Taylor and any other persons pursuant to which she was selected as an officer, and she has no direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing summaries
of the Severance Agreement and the Offer Letter do not purport to be complete and are qualified in their entirety by reference
to the Severance Agreement and the Offer Letter, copies of which will be filed to the Company’s Form 10-Q for the quarterly
period ended March 31, 2020.