8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2012

BIOANALYTICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Indiana	0-23357	35-1345024
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2701 KENT AVENUE WEST LAFAYETTE, INDIANA	47906-1382
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (765) 463-4527

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 30, 2012, the Board of Directors of Bioanalytical Systems, Inc. (the "Company") approved certain changes to the Company's senior management. Jacqueline M. Lemke will join the company as Chief Financial Officer (CFO) and Vice President of Finance, effective April 9, 2012. Ms. Lemke succeeds Michael R. Cox, whose amended employment agreement expired on March 31, 2012. In connection with Mr. Cox's departure from the Company, the Board of Directors approved a severance payment to Mr. Cox of $165,000, his yearly salary, payable in twenty four equal semi-monthly installments commencing April 1, 2012, as well as his accrued, but unused vacation time. Mr. Cox will also remain an eligible participant in the Company’s sponsored medical plan through March 31, 2013.

Prior to joining BASi, Ms. Lemke, 49, was Vice President of Finance and Global CFO of Remy, Inc. from 2007 – 2010 where she built a 44-person global finance team and created a financial system to support rapid decision making and clear lines of management accountability. From 2004 - 2005, she served as Vice President of Finance, Global CFO Connected Home Solutions at Motorola, Inc., and, prior to that, was Strategic Planning Director, Global Invista division at DuPont. Ms. Lemke is a Certified Public Accountant (CPA) and began her career as a tax consultant at Deloitte & Touche. She earned her bachelor’s degree in finance and accounting from Drexel University and her master’s degree in management from Northwestern University.

Effective April 9, 2012, the Company and Ms. Lemke entered into an Employment Agreement (the "Employment Agreement"). The initial term of the Employment Agreement expires on February 28, 2015; provided that, the term is automatically renewed for successive one year terms unless either Ms. Lemke or the Company gives the other party written notice of its intent to terminate at least ninety days (90) before the end of the initial term. The Employment Agreement provides that (a) Ms. Lemke’s base salary will be $17,683.33 per month, and (b) she will receive an annual cash bonus equal to two percent (2%) of the consolidated earnings before interest expense, income tax expense, depreciation expense and amortization expense of the Company for the year ("EBITDA Bonus"). Ms. Lemke is also eligible for a standard relocation package during the first year of employment. Further, Ms. Lemke is also eligible 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.

According to the Employment Agreement, if Ms. Lemke’s employment is terminated without Cause (as defined in the Employment Agreement) or she resigns for "Good Reason" (as defined in the Employment Agreement), then the Company shall (a) pay Ms. Lemke (i) her current salary through the termination date or resignation date; (ii) all vacation accrued as of the date of resignation or termination, and (iii) all bonuses earned but not paid as of the date of termination or resignation; and (b) pay Ms. Lemke as compensation for loss of office twelve (12) months base salary at her then current salary. If Ms. Lemke is terminated for Cause or resigns without Good Reason, the Company will pay Ms. Lemke (x) her earned but unpaid then-current base salary through the date of termination or resignation (y) all vacation accrued as of the date of termination or resignation and (z) all bonuses earned but not paid as of the date of termination or resignation.

In connection with her employment with BASi, BASi granted Ms. Lemke an option to purchase 125,000 shares of common stock in accordance with NASDAQ Listing Rule 5635(c)(4).  The grant, which is outside the BASi 2008 Director and Employee Stock Option Plan, was approved by the Compensation Committee of the Board of Directors as an inducement material to Ms. Lemke entering into employment with BASi and will be effective on April 9, 2012.  The options vest in equal installments on March 31, 2013 and March 31, 2014, subject to Ms. Lemke's continued employment with BASi, expire on the tenth anniversary of the effective date of the grant and are exercisable at a price equal to the closing price on April 6, 2012.

In the event Ms. Lemke’s employment terminates within one year following a "Change in Control" of the Company, as defined in the Employment Agreement, Ms. Lemke would be entitled to receive her base salary for the 12 months prior to termination payable semi-monthly for at least one year. Ms. Lemke would also be eligible for any special bonus program instituted by the Company during the transition period leading up to or following the Change in Control.

On April 5, 2012, the Company issued a press release announcing Ms. Lemke’s hiring. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 Item 9.01.Financial Statements and Exhibits.

(d)  Exhibits:

10.1 Employment Agreement between Jacqueline M. Lemke and Bioanalytical Systems Inc., effective April 9, 2012

10.2 Severance Agreement between Michael R. Cox and Bioanalytical Systems Inc., dated March 30, 2012.

99.1 Bioanalytical Systems, Inc. press release, issued April 5, 2012.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bioanalytical Systems, Inc.
Date: April 5, 2012	By:	/s/ Lina L. Reeves-Kerner
		Lina L. Reeves-Kerner Senior Vice President, Human Resources

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Exhibit Index

Exhibit No. Description

10.1 Employment Agreement between Jacqueline M. Lemke and Bioanalytical Systems Inc., effective April 9, 2012

10.2 Severance Agreement between Michael R. Cox and Bioanalytical Systems Inc., dated March 30, 2012.

99.1 Bioanalytical Systems, Inc. press release, issued April 5, 2012.

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EX-10.1

EMPLOYMENT AGREEMENT

THIS AGREEMENT ("Agreement") is made and entered into effective the 9th day of April, 2012, the “Start Date”, by and among BIOANALYTICAL SYSTEMS, INC. (“BASi”, “Company”) a corporation organized under the laws of the State of Indiana (“Company”), and Jacqueline M. Lemke, ("Employee") as Chief Financial Officer, 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 February 28, 2015, (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 $17,683.33 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: . As CFO, the Employee will receive a cash bonus, the “EBITDA Bonus”, in an amount equal to two percent (2%) of consolidated earnings before interest expense, income tax expense, depreciation expense and amortization expense of the Company (before any payment or accrual related to the EBITDA Bonus), which, in the first fiscal year shall be based upon consolidated earnings from the start date through the fiscal year end. The EBITDA Bonus shall be paid not less frequently than annually on the first regular pay date of the Company, after the Board of Directors has confirmed the amount of the Company’s EBITDA and the EBITDA Bonus for the relevant period. The Board of Directors shall make such confirmation promptly upon completion of the audited consolidated financial statements of the Company for each fiscal year. 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 Vacation Policy: Employee will receive 22 vacation days per annum starting on April 9, 2012. Employee shall also be granted five (5) additional vacation days on the one year anniversary date of April 9, 2013. Any unused vacation at the end of any year ending on 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 1.2.5 Relocation – Employee shall become eligible for a standard relocation package during the first year of employment. If move does not occur within the first year of employment consideration will be given for relocation at a later time if there is evidence that conditions existed which prevented the move within the first year.

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) (Per this agreement, BASi will reimburse Employee for health insurance premiums paid for private health care, during the 90 day waiting period); 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.

ARTICLE 2

Duties

Section 2.1. Duties: During the Employment Period, the Employee will be the ranking financial officer of the company. The Employee will lead the financial services staff, be the ultimate financial contact with clients, auditors and bank and own responsibility for assisting the Senior Management Team on all strategic and tactical matters as related to budget management, cost benefit analysis, forecasting needs, securing appropriate funding , and positioning the Company for growth. 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 duties as outlined in the job description for this position.

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 her 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 her and shall not be entitled to receive any additional remuneration for work outside her 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.

Section 2.3 Officer Indemnification. The Company agrees to indemnify its directors and officers to the fullest extent permitted by the Law.

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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 her 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 her employment with the Company. All Confidential Information and Proprietary Items, whether prepared by the Employee or otherwise, coming into her 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 her 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 with 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.

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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 termination 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, and (b) all vacation and pro-rated annual bonus (if any) 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 her 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 herself in a fraudulent manner, or (iii) conducts herself 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 her 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.

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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 CFO, 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 by the Company within one (1) year after a Change in Control of the Company (which shall include any termination as to which notice is given by the Company within such one (1) year period, notwithstanding the effective date of termination) the Employee will be paid compensation in terminal pay and participation in benefits, savings and retirement plans as set forth in Section 5.3, 5.4 and 5.5 of this Agreement.”

Section 5.2. Voluntary Termination/Change in Control. In the case of voluntary termination by the Employee within one (1) year after a Change in Control of the Company (which shall include any termination as to which notice is given by the Employee within such one (1) year period, so long as the effective date of such termination is no later than ninety (90) days after the end of such one (1) year period), the Employee will be paid compensation in terminal pay and participation in benefits, savings and retirement plans as set forth in Section 5.3, 5.4 and 5.5 of this Agreement.

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 one (1) year’s 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).

Section 5.6. Interaction with Article IV of this Agreement. To the extent any of the provisions of this Article V are in conflict with the provisions of Article IV of this Agreement (e.g., as to terminal pay due upon involuntary termination), in circumstances in which this Article V applies, the terms of Article V shall control and shall supersede and replace any varying provisions set forth in Article IV; provided, however, that nothing in this Section 5.6 shall be deemed to limit or eliminate any rights of the Employee or the Company under any provision of Article IV not so superseded and replaced.”

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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 Inc.
	2701 Kent Avenue
	West Lafayette, IN  47906
If to Employee:	Jacqueline Lemke
	14239 Kingdom Court
	Fishers, IN  46040

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.

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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 or 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.

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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”
/s/ Anthony Chilton	/s/ Jacqueline Lemke
Anthony Chilton	Jacqueline Lemke
President and CEO
Bioanalytical Systems, Inc.

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ADDENDUM A

Definition of Change in Control

A "Change in Control" shall mean the occurrence of any of the following events:

1. Approval by shareholders of the Company of (a) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of stock of the Company would be converted into cash, securities or other property, other than a consolidation or merger of the Company in which holders of its common shares immediately prior to the consolidation or merger have substantially the same proportionate ownership of voting common stock of the surviving corporation immediately after the consolidation or merger as immediately before, or (b) a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company.

2. A change in the majority of members of the Board of Directors of the Company within a twenty-four (24) month period unless the election, or nomination for election by the Company shareholders, of each new director was approved by a vote of two-thirds (2/3) of the directors then still in office who were in office at the beginning of the twenty-four (24) month period.

The Company combines with another company and is the surviving corporation but, immediately after the combination, the shareholders of the Company immediately prior to the combination do not hold, directly or indirectly, more than fifty percent (50%) of the share of voting common stock of the combined company (there being excluded from the number of shares held by such shareholders, but not from the shares of voting common stock of the combined company, any shares received by affiliates (as defined in the rules of the SEC) of such other company in exchange for stock of such other company).

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EX-10.2

Via hand delivery

March 30, 2012

Michael R. Cox

5521 Turkey Foot Road.

Zionsville, IN 46077

Re:   Severance Agreement and Release of All Claims

Dear Mike:

Effective September 30, 2011, you entered into Amendment No. 2 to Employment Agreement with BASi, which amended your previous Employment Agreement entered into on November 6, 2007 and amended on April 15, 2010, in certain respects. The September 30^th Amendment added a new Section 4.4 to your Employment Agreement providing for twelve (12) months' salary to be paid following the expiration of that Agreement, if certain conditions were met. One of those conditions established by Section 4.4 was that you would be required to "enter into a severance agreement and release with the Company on terms that are acceptable to the Company."

BASi subsequently sent you a Notice to Extend Employment Agreement dated December 29, 2011, which notified you that the term of your Employment Agreement was being extended by an additional three months, to March 31, 2012.

This letter will constitute the Severance Agreement and Release referred to in Section 4.4. It will also confirm the expiration of your Employment Agreement and end of your employment on March 31, 2012.

Even if you do not sign this Agreement, BASi will pay you the compensation that you have earned through March 31, 2012 on the March 30, 2012 paycheck. Even if you do not sign this Agreement, you will receive payment on Friday, March 30, 2012 via a direct deposit to your bank account in the gross amount of Six Thousand Eight Hundred Seventy Five Dollars and 00/100 ($6,875.00), less deductions required by law, for days worked 03/16/12 through 03/31/12. You will receive payment in the amount of Thirty Four Thousand Two Hundred Seventy and 56 Dollars ($34,270.56) on Friday, March 30, 2012, for 332 hours of accrued vacation. Unless you notify BASi of a different bank account, this amount 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”).

A. Terms.

1. Definitions. The terms “you” and “your” and “Employee’s last names” mean Michael R. Cox, and anyone who has or obtains any legal right or claims through him. “BASi” and “Company” mean Bioanalytical Systems, Inc. and include its

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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 severance package and which includes a release of all claims arising out of Cox’s employment relationship with BASi and the termination of the employment relationship. “Termination of Your Employment” means Cox. “The Parties” means Cox and BASi.

2. No Admission of Liability. This Agreement shall not in any way be construed as an admission by BASi that it has acted wrongfully with respect to you or any other person, or that you have any rights whatsoever against BASi.

3. Claims released by Cox. By signing this Agreement, Cox 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 Cox 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, 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 Cox may have against BASi arising out of Cox’s employment and/or termination of employment with BASi.

d. Cox 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. Cox 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. Cox agrees to (a) give up, release and waive all claims against BASi; and (b) 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.

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4. Waiver of Re-employment. Cox waives any right or claim of reinstatement to employment with BASi and agrees not to seek further employment with BASi. If Cox does seek employment with BASi, BASi is under no obligation to consider him for employment.

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

a. BASi agrees to pay you a severance benefit of an amount equal to Twelve Months Salary for a gross amount of One Hundred Sixty Five Thousand and 00/100 Dollars ($165,000), less deductions required by law, payable in Twenty Four equal payments to be direct deposited to a bank designated by you. 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;

b. You will remain a participant in the BASi Company sponsored medical plan for Twelve months (12) following the Termination of Your Employment, i.e., through 03/31/13. You will be responsible for the employee portion of the premium; and

c. After 03/31/13, you will have the option of continuing to participate in BASi’s medical insurance plan under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA).

6. Acknowledgement. Cox acknowledges that he is not entitled to any of the payments and benefits listed in paragraph number 5 of this Agreement unless he signs this Agreement.

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

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8. Confidentiality. The Parties agree that an essential condition and material term of this Agreement shall be that the terms of this Agreement and all negotiations, discussions, correspondence and other related matters that preceded it shall be maintained confidential. Cox agrees that neither he nor his representatives shall in any way publish, reveal, disclose, or cause to be published, revealed, or disclosed, any terms, information, or details of this Agreement, or the negotiations and discussions that preceded it. These restrictions on disclosure do not apply to disclosures which may be required by law or by judicial or administrative process or order. The Parties may disclose the terms of this Agreement to BASi management or Cox’s immediate family, attorney, or income tax services provider, provided they agree to keep same confidential and not make any disclosures in any manner that is inconsistent with the terms of this Agreement.

9. Consultation with Attorney. Cox agrees that he has read this Agreement and the releases contained herein, that he understands all of the terms herein, 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. Cox further acknowledges that BASi hereby advises him that he should consult with an attorney before executing this Agreement.

10. Violation of Agreement and Severability. Cox 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. Cox further agrees that if he violates this Agreement by suing or bringing any action against BASi for any of the claims released in paragraph 4 of this Agreement, or in the event BASi is successful in any action against Cox to enforce his obligations under this Agreement, Cox will pay all costs and expenses incurred by BASi in bringing said action, including but not limited to, reasonable attorneys’ fees and costs. In addition, if Cox violates this Agreement by suing or bringing any action against BASi for any of the claims released in paragraph 4 of this Agreement, or in the event BASi is successful in any action against Cox to enforce his obligations under this Agreement, BASi shall be entitled to whatever relief a court deems appropriate, and in addition thereto, Cox will be obligated to promptly reimburse BASi all amounts paid to him and on his behalf by BASi under this Agreement, plus interest at 10% per annum, and BASi shall be entitled to collect same through legal process or otherwise, from him. Cox 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.

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11. Employee Agreement dated November 6, 2007. Cox acknowledges his continuing obligations under the Employee Agreement dated November 6, 2007, which is attached hereto and incorporated herein as Exhibit A.

12. Acceptance of Agreement. To accept the terms of this Agreement, Cox must deliver this Agreement, after it has been signed and dated by him, to the undersigned in an envelope marked “Personal and Confidential.”

13. Cox Representations. Cox 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.

14. Return of BASi’s Property. Cox hereby represents and warrants that he has returned to BASi all of BASi’s property that was in his possession or control. This includes, but is not limited to, keys, credit cards, phone cards, cellular telephones, pagers, directories, computer hardware and software, books, documents, memoranda, and all other records, and copies thereof.

15. 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.

16. Time to Consider this Agreement. Cox understands that he has until Twenty-one (21) days from the date of delivery of this Agreement to consider the terms of this Agreement. Cox understands that he may sign this Agreement at any time during the twenty-one day period. Cox understands that he may revoke this Agreement if he so chooses until seven (7) days after the date of execution.

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Cox further understands that this Agreement will not become effective or enforceable and that BASi’s obligations in paragraph 5 of this Agreement to make payments and provide benefits will not become effective or enforceable until seven (7) days from the date of Cox’s execution of this Agreement.

Sincerely,

BASi

By Lina Reeves-Kerner

Senior Vice President Human Resources

My signature below represents my unconditional acceptance of all terms and conditions contained in this Agreement.

________________________________________________	________________________________________________
Michael R. Cox	Date

EX-99.1

 

FOR MORE INFORMATION:

Company Contacts

Anthony Chilton

President & Chief Executive Officer

Phone:  765.463.4527

tchilton@BASinc.com

Sue Scott

Marketing Communications Manager

765.497.8458

sscot@BASinc.com

Jacqueline Lemke Named CFO of BASi

West Lafayette, Ind. -- April 5, 2012 -- BASi (Bioanalytical Systems, Inc.) (NASDAQ:BASI) announced today that Jacqueline M. Lemke will join the company as Chief Financial Officer (CFO) and Vice President of Finance and Administration, effective April 9, 2012. Ms. Lemke succeeds Michael Cox, who left the Company to pursue other opportunities.

"We are pleased to welcome Jacqueline Lemke to our senior management team. She brings to her new position at BASi more than 20 years of experience in critical financial reporting and management positions of increasing responsibility, most recently as Vice President of Finance and Global CFO of Remy, Inc., a $900 million company. Jacqueline's demonstrated financial acumen and leadership skills will be important assets for BASi as we implement our plans for growth," said President and CEO, Anthony S. Chilton, Ph.D. "I want to thank Mike Cox for his dedicated service to BASi these past eight years, and wish him continued success in the future."

Prior to joining BASi, Ms. Lemke, 49 years old, was Vice President of Finance and Global CFO of Remy, Inc. where she built a 44-person global finance team and created a financial system to support rapid decision making and clear lines of management accountability. Earlier, she served as Vice President of Finance, Global CFO Connected Home Solutions at Motorola, Inc., and was Strategic Planning Director, Global Invista division at DuPont. Ms. Lemke is a CPA and began her career as a tax consultant at Deloitte & Touche.

In connection with her employment with BASi, BASi granted Ms. Lemke an option to purchase 125,000 shares of common stock in accordance with NASDAQ Listing Rule 5635(c)(4).  The grant, which is outside the BASi 2008 Director and Employee Stock Option Plan, was approved by the Compensation Committee of the Board of Directors as an inducement material to Ms. Lemke entering into employment with BASi and will be effective on April 9, 2012.  The options vest in equal installments on March 31, 2013 and March 31, 2014, subject to Ms. Lemke's continued employment with BASi, expire on the tenth anniversary of the effective date of the grant and are exercisable at a price equal to the closing price on April 6, 2012.

  

About BASi

BASi is a drug discovery and development services company providing contract research services and instruments to the world's leading pharmaceutical companies and medical research organizations. The company, based in the Purdue Research Park, focuses on developing innovative services and products that increase efficiency and reduce the cost of taking new and generic drugs to market. Visit www.BASInc.com for more about BASi.