EXHIBIT 10.12
EMPLOYMENT AGREEMENT
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EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 3rd day of
November 1998, by and between Albany Molecular Research, Inc., a Delaware
corporation (the "Company"), and Xxxxxx Xxxxxxx, Ph.D. (the "Employee").
WHEREAS, the Employee is a key employee of the Company; and
WHEREAS, the parties hereto desire to assure that the Employee's knowledge
and familiarity with the business of the Company will continue to be available
to the Company after the date hereof.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties agree as follows:
1. Employment. Subject to the provisions of Section 6, the Company hereby
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employs the Employee and the Employee accepts such employment upon the terms and
conditions hereinafter set forth. In addition, the Company reaffirms any and
all prior agreements between the parties and such agreements continue to be
fully enforceable and binding to each party and it's successors.
2. Term of Employment. The term of the Employee's employment pursuant to
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this Agreement shall commence on and as of the date hereof (the "Effective
Date") and shall remain in effect for a period of three (3) years from the
Effective Date (the "Term"). The Term shall be renewed automatically for
periods of one (1) year (each a "Renewal Term") commencing at the third
anniversary of the Effective Date and on each subsequent anniversary thereafter,
unless notice that this Agreement will not be extended is given by either the
Employee or the Company not less than sixty (60) days prior to the expiration of
the Term (as extended by any Renewal Term); provided that if the Company elects
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not to extend this Agreement for any reason, the Employee shall receive the
payments set forth in Section 6(e). The period during which the Employee serves
as an employee of the Company in accordance with and subject to the provisions
of this Agreement is referred to in this Agreement as the "Term of Employment."
3. Capacity.
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(a) Duties. During the Term of Employment, the Employee shall report
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directly to the President and Chief Operating Officer and (i) shall serve as an
Employee of the Company with the title Vice President Chemical Development, (ii)
shall perform such duties and responsibilities as may be reasonably determined
by the Chairman and Chief Executive Officer consistent with the Employee's title
and position, duties and responsibilities as an Employee of the Company as of
the Effective Date; provided that such duties and responsibilities shall be
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within the general area of the Employee's experience and skills, and (iii) shall
render all services incident to the foregoing.
(b) Extent of Service. The Employee agrees to diligently serve the
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interests of the Company and shall devote substantially all of his working time,
attention, skill and energies to the advancement of the interests of the Company
and its subsidiaries and affiliates and the
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performance of his duties and responsibilities hereunder; provided that nothing
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in this Agreement shall be construed as preventing the Employee from (i)
investing the Employee's assets in any entity in a manner not prohibited by
Section 7 and in such form or manner as shall not require any material
activities on the Employee's part in connection with the operations or affairs
of the entities in which such investments are made, or (ii) engaging in
religious, charitable or other community or non-profit activities that do not
impair the Employee's ability to fulfill the Employee's duties and
responsibilities under this Agreement.
4. Compensation.
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(a) Salary. During the Term of Employment, the Company shall pay the
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Employee a salary (the "Base Salary") at an annual rate as shall be determined
from time to time by the Board of Directors of the Company or the Compensation
Committee of the Board of Directors consistent with the general policies and
practices of the Company and subject to periodic review in accordance with the
policies and practices of the Company; provided, however, that in no event shall
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such rate per annum be less than $120,000.00. Such salary shall be subject to
withholding under applicable law and shall be payable in periodic installments
in accordance with the Company's usual practice for its senior Employees, as in
effect from time to time.
(b) Bonus. Commencing on the first annual compensation determination
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date established by the Company during the Term of Employment and on each such
date thereafter, the Company shall review the performance of the Company and of
the Employee during the prior year, and the Company may provide the Employee
with additional compensation as a bonus in accordance with any bonus plan then
in effect from time to time for senior Employees of the Company. Any such bonus
plan shall have such terms as may be established in the sole discretion of the
Board of Directors of the Company or the Compensation Committee of the Board of
Directors.
5. Benefits.
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(a) Regular Benefits. During the Term of Employment, the Employee
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shall be entitled to participate in any and all medical, dental, pension and
life insurance plans, disability income plans and other employee benefit plans
as in effect from time to time for senior Employees of the Company. Such
participation shall be subject to (i) the terms of the applicable plan
documents, (ii) generally applicable policies of the Company and (iii) the
discretion of the Board of Directors of the Company or the administrative or
other committee provided for in, or contemplated by, such plan. Compliance with
this Section 5(a) shall in no way create or be deemed to create any obligation,
express or implied, on the part of the Company or any subsidiary or affiliate of
the Company with respect to the continuation of any benefit or other plan or
arrangement maintained as of or prior to the Effective Date or the creation and
maintenance of any particular benefit or other plan or arrangement at any time
after the Effective Date.
(b) Reimbursement of Expenses. The Company shall promptly reimburse
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the Employee for all reasonable business expenses incurred by the Employee
during the Term of Employment in accordance with the Company's practices for
senior Employees of the Company, as in effect from time to time.
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(c) Vacation. During the Term of Employment, the Employee shall
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receive at least three (3) weeks paid vacation annually or such greater amount
as is in accordance with the Company's practices for senior Employees of the
Company, as in effect from time to time.
6. Termination of Employment. Notwithstanding the provisions of Section
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2, the Employee's employment under this Agreement shall terminate under the
following circumstances set forth in this Section 6.
For purposes of this Agreement, "Date of Termination" means (i) if the
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Employee's employment is terminated by his death as provided in Section 6(c),
the date of his death; (ii) if the Employee's employment is terminated due to
his permanent disability as provided in Section 6(c), the date on which notice
of termination is given; (iii) if the Employee's employment is terminated under
Section 6(e), sixty (60) days after the date on which notice of termination is
given; and (iv) if the Employee's employment is terminated under Section 6(f),
the date on which the applicable cure period expires.
(a) Mutual Consent. The Employee's employment under this Agreement
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may be terminated at any time by the mutual consent of the Employee and the
Company on such terms as both parties shall mutually agree.
(b) Termination by the Company for Cause. The Employee's employment
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under this Agreement may be terminated by the Company for "cause" at any time
upon written notice to the Employee without further liability on the part of the
Company. For purposes of this Agreement, a termination shall be for "cause" if:
(i) the Employee shall commit an act of fraud, embezzlement,
misappropriation or breach of fiduciary duty against the Company or any of its
subsidiaries or affiliates or shall be convicted by a court of competent
jurisdiction or shall plead guilty or nolo contendere to any felony or any crime
involving moral turpitude;
(ii) the Employee shall commit a material breach of any of the
covenants, terms or provisions of Section 7 or 8 hereof which breach has not
been cured within fifteen (15) days after delivery to the Employee by the
Company of written notice thereof;
(iii) the Employee shall commit a material breach of any of the
covenants, terms or provisions hereof (other than pursuant to Section 7 or 8
hereof) which breach has not been remedied within thirty (30) days after
delivery to the Employee by the Company of written notice thereof; or
(iv) the Employee shall have disobeyed reasonable written instructions
from the President and Chief Operating Officer, or other appropriate person
which are consistent with the terms and conditions of this Agreement or shall
have deliberately, willfully, substantially and continuously failed to perform
the Employee's duties hereunder, after written notice and under circumstances
effectively constituting a voluntary resignation of the Employee's position with
the Company.
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Upon termination for cause as provided in this Section 6(b), (A) all
obligations of the Company under this Agreement shall thereupon immediately
terminate other than any obligations with respect to earned but unpaid Base
Salary and (B) the Company shall have any and all rights and remedies under this
Agreement and applicable law.
(c) Death; Disability. The Employee's employment under this Agreement
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may be terminated by the Company upon the earlier of death or permanent
disability (as defined below) of the Employee continuing for a period of one
hundred eighty (180) days. Upon any such termination of the Employee's
employment, all obligations of the Company under this Agreement shall thereupon
immediately terminate other than any obligations with respect to (i) earned but
unpaid salary through the Date of Termination; provided that Base Salary
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payments as provided by Section 4(a) shall continue to be made to the Employee
(or his estate) through the Term (as extended by any Renewal Term) but only if
and to the extent payments to the Employee or his estate under any applicable
disability or life insurance policy is less than the amount the Employee would
otherwise receive as Base Salary hereunder, (ii) Bonus payments with respect to
the calendar year within which such termination occurred on the basis of and to
the extent contemplated in any bonus plan then in effect with respect to senior
Employee officers of the Company, pro-rated on the basis of the number of days
of the Employee's actual employment hereunder during such calendar year through
the Date of Termination, and (iii) in the case of permanent disability,
continuation at the Company's expense of health insurance benefits (medical and
dental) until the first anniversary of the Date of Termination to the extent
permitted under the Employee's group health insurance policy. As used herein,
the term "permanent disability" or "permanently disabled" means the inability of
the Employee, by reason of injury, illness or other similar cause, to perform a
major part of his duties and responsibilities in connection with the conduct of
the business and affairs of the Company. The Company shall provide written
notice to the Employee of the termination of his employment hereunder due to
permanent disability.
(d) Voluntary Termination by the Employee. At any time during the
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Term of Employment, the Employee may terminate his employment under this
Agreement upon sixty-(60) days' prior written notice to the Company. Upon
termination by the Employee as provided in this Section 6(d), all obligations of
the Company under this Agreement shall thereupon immediately terminate other
than any obligations with respect to earned but unpaid Base Salary.
(e) Termination by the Company Without Cause. The Company may
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terminate the Employee's employment under this Agreement at any time without
"cause" (as defined in Section 6(b)) by the Company upon sixty-(60) days' prior
written notice to the Employee. Upon any such termination of the Employee's
employment, all obligations of the Company under this Agreement shall thereupon
immediately terminate other than any obligations with respect to earned but
unpaid Base Salary and bonus under Section 4. In addition, subject to the
Employee signing a general release of claims in a form and manner satisfactory
to the Company, the Company shall continue to pay the Employee his Base Salary
at the rate then in effect pursuant to Section 4(a) for a period of one (1) year
from the Date of Termination and shall pay to the Employee in monthly
installments over such one year period, an amount equal to the Employee's cash
bonus, if any, received in respect of the immediately preceding year pursuant to
Section 4(b).
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(f) Termination by the Employee upon Company Breach. The Employee
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shall have the right to terminate his employment hereunder upon written notice
to the Company in the event of (i) a material adverse change or diminution in
the nature or scope of the powers, functions, titles, duties or responsibilities
of the Employee that is adverse to the Employee or (ii) a breach by the Company
of any of its material obligations hereunder, in each case after the Employee
has given written notice to the Company specifying such default by the Company
and giving the Company a reasonable time, not less than thirty (30) days, to
conform its performance to its obligations hereunder. The failure of the
Employee to give notice of any of the foregoing events shall not under any
circumstances constitute a waiver of the Employee's right to terminate his
employment and receive the amounts payable under this Section 6(f). Upon any
such termination of the Employee's employment, all obligations of the Company
under this Agreement shall thereupon immediately terminate other than any
obligations with respect to earned but unpaid Base Salary and bonus under
Section 4. In addition, subject to the Employee signing a general release of
claims in a form and manner satisfactory to the Company, the Company shall
continue to pay the Employee his Base Salary at the rate then in effect pursuant
to Section 4(a) for a period of one (1) year from the Date of Termination and
shall pay to the Employee in monthly installments over such one-year period, an
amount equal to the Employee's cash bonus, if any, received in respect of the
immediately preceding year pursuant to Section 4(b).
(g) Termination Pursuant to a Change of Control. If there is a Change
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of Control, as defined below, during the Term of Employment, the provisions of
this Section 6(g) shall apply and shall continue to apply throughout the
remainder of the Term (as extended by any Renewal Term). If, within one (1)
year following a Change of Control, the Employee's employment is terminated by
the Company without cause (in accordance with Section 6(e) above) or by the
Employee for "Good Reason" (as defined in Section 6(g)(ii) below), the Company
shall pay to the Employee (or the Employee's estate, if applicable) a lump sum
amount equal to one (1) time the sum of (x) the Employee's Base Salary at the
rate then in effect pursuant to Section 4(a), plus (y) an amount equal to the
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Employee's cash bonus, if any, received in respect of the immediately preceding
year pursuant to Section 4(b).
(i) "Change of Control" shall mean the occurrence of any one of
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the following events:
(A) any "person" as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Act") (other than the
Company, any of its subsidiaries, or any trustee, fiduciary or other person or
entity holding securities under any employee benefit plan or trust of the
Company or any of its subsidiaries and other than Xxxxxx X. X'Xxxxx, Ph.D.),
together with all "affiliates" and "associates" (as such terms are defined in
Rule 12b-2 under the Act) of such person, shall become the "beneficial owner"
(as such term is defined in Rule 13d-3 under the Act), directly or indirectly,
of securities of the Company representing twenty-five percent (25%) or more of
the combined voting power of the Company's then outstanding securities having
the right to vote in an election of the Company's Board of Directors ("Voting
Securities") (in such case other than as a result of an acquisition of
securities directly from the Company);
(B) persons who, as of the Effective Date, constitute the
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Company's Board of Directors (the "Incumbent Directors") cease for any reason,
including, without limitation, as a result of a tender offer, proxy contest,
merger or similar transaction, to constitute at least a majority of the Board;
provided that any person becoming a director of the Company subsequent to
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the Effective Date shall be considered an Incumbent Director if such person's
election was approved by or such person was nominated for election by either (1)
a vote of at least a majority of the Incumbent Directors or (2) a vote of at
least a majority of the Incumbent Directors who are members of a nominating
committee comprised, in the majority, of Incumbent Directors; but provided
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further that any such person whose initial assumption of office is in connection
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with an actual or threatened election contest relating to the election of
members of the Board of Directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a person other than the Board, including
by reason of agreement intended to avoid or settle any such actual or threatened
contest or solicitation, shall not be considered an Incumbent Director; or
(C) the stockholders of the Company shall approve (1) any
consolidation or merger of the Company where the stockholders of the Company,
immediately prior to the consolidation or merger, would not, immediately after
the consolidation or merger, beneficially own (as such term is defined in Rule
13d-3 under the Act), directly or indirectly, shares representing in the
aggregate more than fifty percent (50%) of the voting shares of the corporation
issuing cash or securities in the consolidation or merger (or of its ultimate
parent corporation, if any), (2) any sale, lease, exchange or other transfer (in
one transaction or a series of transactions contemplated or arranged by any
party as a single plan) of all or substantially all of the assets of the Company
or (3) any plan or proposal for the liquidation or dissolution of the Company.
Notwithstanding the foregoing, a "Change of Control" shall not be deemed to
have occurred for purposes of the foregoing clause (A) solely as the result of
an acquisition of securities by the Company which, by reducing the number of
shares of Voting Securities outstanding, increases the proportionate number of
shares of Voting Securities beneficially owned by any person to twenty-five
percent (25%) or more of the combined voting power of all then outstanding
Voting Securities; provided, however, that if any person referred to in this
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sentence shall thereafter become the beneficial owner of any additional shares
of Voting Securities (other than pursuant to a stock split, stock dividend, or
similar transaction or as a result of an acquisition of securities directly from
the Company), then a "Change of Control" shall be deemed to have occurred for
purposes of the foregoing clause (A).
(ii) "Good Reason" shall mean the occurrence of any of the
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following:
(A) a material adverse change or diminution in the nature or
scope of the powers, functions, titles, duties or responsibilities of the
Employee that is adverse to the Employee;
(B) a breach by the Company of any of its material
obligations hereunder;
(C) the failure by the Company to obtain an effective
agreement from any successor to assume and agree to perform this Agreement; or
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(D) the relocation of the offices at which the Employee is
principally employed as of the Change of Control to a location more than fifty
(50) miles from such offices, which relocation is not approved by the Employee.
(iii) The Employee shall provide the Company with reasonable notice
and an opportunity to cure any of the events listed in Section 6(g)(ii) and
shall not be entitled to compensation pursuant to this Section 6(g) unless the
Company fails to cure within a reasonable period of not less than thirty (30)
days; and
(iv) It is the intention of the Employee and of the Company that no
payments by the Company to or for the benefit of the Employee under this
Agreement or any other agreement or plan, if any, pursuant to which the Employee
is entitled to receive payments or benefits shall be nondeductible to the
Company by reason of the operation of Section 280G of the Internal Revenue Code
of 1986, as amended (the "Code"), relating to parachute payments or any like
statutory or regulatory provision. Accordingly, and notwithstanding any other
provision of this Agreement or any such agreement or plan, if by reason of the
operation of said Section 280G or any like statutory or regulatory provision,
any such payments exceed the amount which can be deducted by the Company, such
payments shall be reduced to the maximum amount which can be deducted by the
Company. To the extent that payments exceeding such maximum deductible amount
have been made to or for the benefit of the Employee, such excess payments shall
be refunded to the Company with interest thereon at the applicable Federal rate
determined under Section 1274(d) of the Code, compounded annually, or at such
other rate as may be required in order that no such payments shall be
nondeductible to the Company by reason of the operation of said Section 280G or
any like statutory or regulatory provision. To the extent that there is more
than one method of reducing the payments to bring them within the limitations of
said Section 280G or any like statutory or regulatory provision, the Employee
shall determine which method shall be followed; provided that if the Employee
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fails to make such determination within forty-five (45) days after the Company
has given notice of the need for such reduction, the Company may determine the
method of such reduction in its sole discretion.
(h) No Mitigation. Without regard to the reason for the termination
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of the Employee's employment hereunder, the Employee shall be under no
obligation to mitigate damages with respect to such termination under any
circumstances and in the event the Employee is employed or receives income from
any other source, there shall be no offset against the amounts due from the
Company hereunder.
7. Non-Competition.
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(a) Because the Employee's services to the Company are special and
because the Employee has access to the Company's confidential information,
during the Term of Employment, the Employee shall not, without the express
written consent of the Company, directly or indirectly, engage, participate,
invest in, be employed by or assist, whether as owner, part-owner, shareholder,
partner, director, officer, trustee, employee, agent or consultant, or in any
other capacity, any Person (as hereinafter defined) other than the Company and
its affiliates in the Designated Industry (as hereinafter defined); provided,
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however, that nothing herein shall be construed as preventing the Employee from
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making passive investments in a Person in the Designated Industry if the
securities of such Person are publicly traded and such investment
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constitutes less than one percent (1%) of the outstanding shares of capital
stock or comparable equity interests of such Person.
(b) For purposes of this Agreement, the following terms have the
following meanings:
"Person" means an individual, a corporation, an association, a
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partnership, a limited liability company, an estate, a trust and any other
entity or organization; and
"Designated Industry" means the business of providing chemistry
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research and development services to pharmaceutical and biotechnology companies
involved in drug development and discovery and any and all activities related
thereto, including, without limitation, medicinal chemistry, chemical
development, analytical chemistry services and small-scale manufacturing and any
other business conducted by the Company during the Employee's employment with
the Company.
8. Confidentiality. In the course of performing services hereunder and
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otherwise, the Employee has had, and it is anticipated that the Employee will
from time to time have, access to confidential records, data, customer lists,
trade secrets, technology and similar confidential information owned or used in
the course of business by the Company and its subsidiaries and affiliates (the
"Confidential Information"). The Employee agrees (i) to hold the Confidential
Information in strict confidence, (ii) not to disclose the Confidential
Information to any Person (other than in the regular business of the Company),
and (iii) not to use, directly or indirectly, any of the Confidential
Information for any competitive or commercial purpose; provided, however, that
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the limitations set forth above shall not apply to any Confidential Information
which (A) is then generally known to the public, (B) became or becomes generally
known to the public through no fault of the Employee, or (C) is disclosed in
accordance with an order of a court of competent jurisdiction or applicable law.
Upon termination of the Employee's employment with the Company, all data,
memoranda, customer lists, notes, programs and other papers and items, and
reproductions thereof relating to the foregoing matters in the Employee's
possession or control, shall be returned to the Company and remain in its
possession. This Section 8 shall survive the termination of this Agreement for
any reason.
9. Conflicting Agreements. The Employee hereby represents and warrants
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that the execution of this Agreement and the performance of his obligations
hereunder will not breach or be in conflict with any other agreement to which he
is a party or is bound, and that he is not now subject to any covenants which
would affect the performance of his obligations hereunder. As of the Effective
Date, the Employee is not performing any other duties for, and is not a party to
any similar agreement with, any Person competing with the Company or any of its
affiliates.
10. Severability. In case any of the provisions contained in this
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Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, any such invalidity, illegality or unenforceability shall not
affect any other provision of this Agreement, but this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had been
limited or modified (consistent with its general intent) to the extent necessary
to make it valid, legal and enforceable, or if it shall not be possible to so
limit or modify such invalid, illegal or unenforceable provision or part of a
provision, this Agreement shall be construed as if such invalid, illegal or
unenforceable provision or part of a provision had never been contained in this
Agreement.
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11. Litigation and Regulatory Cooperation. During and after the
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Employee's employment, the Employee shall cooperate fully with the Company in
the defense or prosecution of any claims or actions now in existence or which
may be brought in the future against or on behalf of the Company which relate to
events or occurrences that transpired while the Employee was employed by the
Company. The Employee's full cooperation in connection with such claims or
actions shall include, but not be limited to, being available to meet with
counsel to prepare for discovery or trial and to act as a witness on behalf of
the Company at mutually convenient times. During and after the Employee's
employment, the Employee also shall cooperate fully with the Company in
connection with any investigation or review of any federal, state or local
regulatory authority as any such investigation or review relates to events or
occurrences that transpired while the Employee was employed by the Company. The
Company shall reimburse the Employee for any reasonable out-of-pocket expenses
incurred in connection with the Employee's performance of obligations pursuant
to this Section 11. This Section 11 shall survive the termination of this
Agreement for any reason.
12. Arbitration of Disputes. Any dispute or controversy arising under or in
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connection with this Agreement shall be settled exclusively by arbitration in
Albany, New York, in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered in any court having
jurisdiction. In the event that the Company terminates the Employee's
employment for cause under Section 6(b) and the Employee contends that cause did
not exist, then the Company's only obligation shall be to submit such claim to
arbitration and the only issue before the arbitrator will be whether the
Employee was in fact terminated for cause. If the arbitrator determines that
the Employee was not terminated for cause by the Company, then the only remedies
that the arbitrator may award are (i) payment of amounts which would have been
payable if the Employee's employment had been terminated under Section 6(e),
(ii) the costs of arbitration, (iii) the Employee's attorneys' fees, and (iv)
all rights and benefits granted or in effect with respect to the Employee under
the Company's stock option plans and agreements with the Employee pursuant
thereto, with the vesting and exercise of any stock options and the
forfeitability of any stock-based grants held by the Employee to be governed by
the terms of such plans and the related agreements between the Employee and the
Company. If the arbitrator finds that the Employee's employment was terminated
for cause, the arbitrator will be without authority to award the Employee
anything, and the parties will each be responsible for their own attorneys'
fees, and they will divide the costs of arbitration equally. Furthermore,
should a dispute occur concerning the Employee's mental or physical capacity as
described in Section 6(c), a doctor selected by the Employee and a doctor
selected by the Company shall be entitled to examine the Employee. If the
opinion of the Company's doctor and the Employee's doctor conflict, the
Company's doctor and the Employee's doctor shall together agree upon a third
doctor, whose opinion shall be binding. This Section 12 shall survive the
termination of this Agreement for any reason.
13. Specific Performance. Notwithstanding Section 12 hereof, it is
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specifically understood and agreed that any breach of the provisions of this
Agreement, including, without limitation, Sections 7 and 8 hereof, by the
Employee is likely to result in irreparable injury to the Company and its
subsidiaries and affiliates, that the remedy at law alone will be inadequate
remedy for such breach and that, in addition to any other remedy it may have,
the Company shall
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be entitled to enforce the specific performance of this Agreement by the
Employee and to seek both temporary and permanent injunctive relief (to the
extent permitted by law), without the necessity of proving actual damages. To
the extent that any court action is permitted consistent with or to enforce
Section 7 or 8 of this Agreement, the parties hereby consent to the jurisdiction
of the courts of the State of New York and the United States District Court for
the Eastern District of New York. Accordingly, with respect to any such court
action, the Employee (i) submits to the personal jurisdiction of such courts,
(ii) consents to service of process, and (iii) waives any other requirement
(whether imposed by statute, rule of court or otherwise) with respect to
personal jurisdiction or service of process.
14. Notices. All notices, requests, demands and other communications
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hereunder shall be in writing and shall be deemed to have been duly given (i)
when delivered by hand, (ii) when transmitted by facsimile and receipt is
acknowledged, or (iii) if mailed by certified or registered mail with postage
prepaid, on the third business day after the date on which it is so mailed:
To the Company:
Albany Molecular Research, Inc.
00 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Chairman and Chief Executive Officer
To the Employee:
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or to such other address of which any party may notify the other parties as
provided above. Notices shall be effective as of the date of such delivery or
mailing.
15. Amendment; Waiver. This Agreement shall not be amended, modified or
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discharged in whole or in part except by an Agreement in writing signed by both
of the parties hereto. The failure of either of the parties to require the
performance of a term or obligation or to exercise any right under this
Agreement or the waiver of any breach hereunder shall not prevent subsequent
enforcement of such term or obligation or exercise of such right or the
enforcement at any time of any other right hereunder or be deemed a waiver of
any subsequent breach of the provision so breached, or of any other breach
hereunder.
16. Successors and Assigns. This Agreement shall inure to the benefit of
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successors of the Company by way of merger, consolidation or transfer of all or
substantially all of the assets of the Company, and may not be assigned by the
Employee.
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17. Entire Agreement. This Agreement constitutes the entire agreement between
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the parties concerning the subjects hereof and supersedes all prior
understandings and agreements between the parties relating to the subject matter
hereof.
18. Governing Law. This Agreement shall be construed and regulated in all
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respects under the laws of the State of New York.
19. Counterparts. This Agreement may be executed in counterparts, each of
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which when so executed and delivered shall be taken to be an original, but such
counterparts shall together constitute one and the same document.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
ALBANY MOLECULAR RESEARCH, INC.
By:
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Xxxxxx X. X'Xxxxx
Chairman and CEO
EMPLOYEE:
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Xxxxxx Xxxxxxx, Ph.D.
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