Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement"), dated as of January 13, 2006 (the
"Commencement Date"), is between Synthetech, Inc., an Oregon corporation
("Employer"), and Xxxx Xxxxx ("Executive").
RECITALS
A. Employer desires to continue to retain the services of Executive upon the
terms and conditions set forth herein.
B. Executive desires to continue to provide services to Employer upon the
terms and conditions set forth herein.
AGREEMENT
For and in consideration of the foregoing premises and for other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, Employer and Executive hereby agree as follows:
1. EMPLOYMENT
Employer will continue to employ Executive and Executive accepts continued
employment by Employer as its Vice President of Finance and Administration,
Chief Financial Officer, Secretary, Treasurer. Executive will have the
authority, subject to Employer's Articles of Incorporation and Bylaws, as may be
granted from time to time by Employer's Chief Executive Officer ("CEO").
Executive will perform the duties assigned to him from time to time by
Employer's CEO, which relate to the business of Employer or any subsidiaries or
parent company of Employer or any business ventures in which Employer or any
subsidiaries or parent company of Employer may participate.
2. ATTENTION AND EFFORT
Executive will devote the necessary time, ability, attention and effort to
Employer's business and will serve its interests during the term of this
Agreement.
3. TERM
Unless otherwise terminated pursuant to paragraph 6 of this Agreement,
Executive's term of employment under this Agreement shall begin on the
Commencement Date and shall expire on the second anniversary thereof; provided,
however, that, commencing on such second anniversary and on each anniversary
thereafter and subject to paragraph 6, the expiration date of the term of
Executive's employment hereunder shall automatically be extended for one
additional year unless, not later than the date 90 days prior to the expiration
of the then existing term either party gives the other written notice that the
expiration date shall not be so extended; and, provided further, that if a
Change in Control (as defined in paragraph 7.5) of Employer occurs less than one
year prior to the then applicable expiration date (and Executive's employment
with Employer is not terminated in connection with such Change in
EMPLOYMENT AGREEMENT
Control), the term of this Agreement shall automatically extend until the first
anniversary of the date on which the Change in Control occurs.
4. COMPENSATION
During the term of this Agreement, Employer agrees to pay or cause to be paid to
Executive, and Executive agrees to accept in exchange for the services rendered
hereunder by him, the following compensation:
4.1. Base Salary
Executive's compensation shall consist, in part, of an annual base salary of
$125,000, before customary payroll deductions. Such annual base salary shall be
paid in substantially equal installments and at the same intervals as other
officers of Employer are paid, and shall be prorated for any partial years. The
Compensation Committee of the Board of Directors (the "Compensation Committee")
shall determine any increases in the annual base salary in future years. The
Compensation Committee shall solicit from Employer's CEO recommendations for any
such annual base salary increases.
4.2. Bonus
Executive may be entitled to receive, in addition to the annual base salary
described above, an annual bonus in an amount to be determined by the
Compensation Committee, in its sole discretion. The Compensation Committee shall
solicit from Employer's CEO recommendations for any such annual bonus. The
Compensation Committee shall, with input from Employer's CEO, determine the
performance objectives for a given fiscal year prior to the beginning of that
year and shall, following the Compensation Committee's review of the CEO's
assessment as to achievement of those performance objectives, determine
achievement by Executive of those objectives in its sole discretion. Any annual
bonus will be paid to Executive no later than 30 days after completion of
Employer's audited financial statements for the fiscal year for which such bonus
applies. If (a) Executive's employment with Employer terminates as a result of
expiration of the term of this Agreement or termination (i) by Employer other
than for Cause; (ii) by Executive with Good Reason; or (iii) due to Executive's
death or total disability (as defined in paragraph 6.3) and (b) actual
performance for the fiscal year during which such termination occurs achieves
the performance objectives established by the Compensation Committee for such
fiscal year, Executive shall be entitled to receive, no later than 30 days after
completion of Employer's audited financial statements for the applicable fiscal
year, an annual bonus, the amount of which shall be prorated (based on the
number of days during such fiscal year Executive was employed by Employer prior
to such termination). Notwithstanding the foregoing, the first performance bonus
objectives determined by the Compensation Committee shall cover the period from
the Commencement Date through the end of fiscal year 2007. However, the CEO may
recommend a bonus for fiscal 2006 and, in its sole discretion; the Compensation
Committee may approve such bonus.
4.3 Equity Awards
The Compensation Committee shall determine any grants of restricted stock, stock
options or other equity-based awards to be made to Executive under Employer's
equity compensation
EMPLOYMENT AGREEMENT
-2-
plans or otherwise. The Compensation Committee shall solicit from Employer's CEO
recommendations for any such grants and awards.
4.4 Withholding
Employer shall withhold from any payments under this Agreement all federal,
state, city or other taxes as may be required pursuant to any applicable law,
governmental regulation or ruling.
5. BENEFITS
During the term of this Agreement, Executive will be entitled to participate,
subject to and in accordance with applicable eligibility requirements, in fringe
benefit programs as shall be available generally to officers and employees of
Employer or which may be provided specifically for Executive from time to time
by action of the Compensation Committee (or any other person or committee
appointed by the Board of Directors to determine fringe benefit programs).
6. TERMINATION
Employment of Executive pursuant to this Agreement may be terminated as follows,
but in any case, the provisions of paragraph 8 hereof shall survive the
termination of this Agreement and the termination of Executive's employment
hereunder:
6.1. By Employer
With or without Cause (as defined below), Employer may terminate the employment
of Executive at any time during the term of employment upon giving Executive at
least thirty (30) days' prior written notice thereof. The effective date of the
termination of Executive's employment shall be the date on which such applicable
30-day period expires; provided, however, that Employer may, upon notice to
Executive and without reducing Executive's annual base salary during such 30-day
period, excuse Executive from any or all of his duties during such period and
request Executive to immediately resign as an officer of Employer, whereupon, if
requested to so resign, Executive shall immediately resign.
6.2. By Executive
Executive may terminate his employment at any time upon giving Employer, in the
case of termination by Executive (a) other than with Good Reason (as defined
below), at least 90 days' prior written notice thereof and (b) with Good Reason,
at least 30 days' prior written notice thereof. The effective date of the
termination of Executive's employment shall be the date on which such applicable
90 or 30-day period expires; provided, however, that Employer may, upon notice
to Executive and without reducing Executive's annual base salary during such 90
or 30-day period, excuse Executive from any or all of his duties during such
period and request Executive to immediately resign as an officer of Employer,
whereupon, if requested to so resign, Executive shall immediately resign. Any
such resignation at Employer's request following Executive's notice of
termination other than with Good Reason shall not be deemed to represent
termination of Executive's employment by Employer for purposes of this Agreement
or otherwise, but shall be deemed voluntary termination by Executive of his
employment without Good Reason.
EMPLOYMENT AGREEMENT
-3-
6.3. Automatic Termination
This Agreement and Executive's employment hereunder shall terminate
automatically upon the death or total disability of Executive. The term "total
disability" as used herein shall mean Executive's inability to perform the
duties set forth in paragraph 1 hereof, with or without reasonable
accommodation, for a period or periods aggregating 120 calendar days in any
12-month period as a result of physical or mental illness, loss of legal
capacity or any other cause beyond Executive's control, unless Executive is
granted a leave of absence by Employer's Board of Directors. Executive and
Employer hereby acknowledge that Executive's ability to perform the duties
specified in paragraph 1 hereof is of the essence of this Agreement. Termination
hereunder shall be deemed to be effective immediately upon Executive's death or
a determination by Employer's Board of Directors of Executive's total
disability, as defined herein.
7. TERMINATION PAYMENTS
In the event of termination of the employment of Executive, all compensation and
benefits set forth in this Agreement shall terminate except as specifically
provided in this paragraph 7:
7.1. Termination by Employer Without Cause or by Executive With Good Reason,
or Upon a Change in Control of Employer
If Employer terminates Executive's employment without Cause, or if Executive
terminates his employment with Good Reason, or if Executive's employment is
terminated upon a Change in Control of Employer (as defined in paragraph 7.5
below) in each case prior to the end of the term of this Agreement, Executive
shall be entitled to receive (a) termination payments equal to the amount
Executive would have received had the then current term (as set forth in
paragraph 3) continued until its expiration; (b) any unpaid annual base salary
and unpaid fringe benefits under paragraph 5.1 that have accrued as of the date
termination of Executive's employment becomes effective (or, if applicable, up
to the end of the 90 or 30-day period referenced in paragraph 6.1 or 6.2); and
(c) any unpaid annual bonus pursuant to paragraph 4.2.
7.2 Termination by Executive Without Good Reason; Expiration of Term;
Termination Because of Death or Total Disability In the case of the termination
of Executive's employment (a) by Executive without Good reason or (b) as a
result of the expiration of the term (as the same may be extended pursuant to
paragraph 3) of this Agreement or because of Executive's death or total
disability, Executive (or his personal representative, as applicable) shall not
be entitled to receive any payments hereunder other than (x) any accrued but
unpaid annual base salary and other benefits set forth in clause (b) of
paragraph 7.1 hereof and (y) any unpaid annual bonus pursuant to clause (c) of
paragraph 7.1 hereof.
7.3. Termination of Employment With Cause
Notwithstanding anything to the contrary, if Employer terminates Executive's
employment for Cause, Executive shall not be entitled to receive any payments
hereunder other than those set forth in clause (b) of paragraph 7.1 hereof.
EMPLOYMENT AGREEMENT
-4-
7.4. Payment Schedule
All payments under this paragraph 7 shall be made to Executive at the same
interval as payments of salary were made to Executive immediately prior to
termination; provided, however, that any annual bonuses payable pursuant to
paragraph 4.2 and this paragraph 7 shall be paid pursuant to paragraph 4.2; and,
provided further, to the extent necessary to comply with the deferred
compensation requirements of section 409A of the Internal Revenue Code of 1986,
as amended, that payments during the six months immediately following the
termination date (other than payments for accrued but unpaid annual base salary
or annual bonus) shall be deferred and paid at the end of such six-month period.
7.5. Definition of Change in Control
A "Change in Control" of Employer shall mean: (a) any consolidation or merger of
Employer in which Employer is not the continuing or surviving corporation or
pursuant to which shares of Employer's Common Stock would be converted into the
right to receive cash, securities or other property, other than a merger of
Employer in which the holders of Common Stock immediately prior to the merger
have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger; (b) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all or
substantially all the assets of Employer; (c) the acquisition by any person (as
such term is defined in Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), excluding, for this purpose, Employer) of any
shares of Common Stock (or securities convertible into Common Stock), if after
making such acquisition, such person is the beneficial owner (as such term is
defined in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of 30% or more of the outstanding Common Stock (calculated as
provided in paragraph (d) of such Rule 13d-3 in the case of rights to acquire
common stock); or (d) the failure, for any reason, of the persons comprising the
Board of Directors as of the date hereof (the "Incumbent Board") to constitute
at least a majority of the Board of Directors; provided, however, that any
person whose election or nomination for election was approved by a majority of
the persons then comprising the Incumbent Board (other than an election or
nomination of a person whose initial assumption of office is in connection with
an actual or threatened election contest relating to the election of directors,
as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) shall be, for purposes of this Agreement, deemed to be a member of
the Incumbent Board.
7.6. Definition of Cause
Whenever reference is made in this Agreement to termination being with or
without Cause, "Cause" shall mean cause given by Executive to Employer and shall
include the occurrence of one or more of the following events:
(a) Willful failure or refusal to carry out the lawful duties of
Executive described in paragraph 1 hereof or lawful directions of
Employer's CEO, which directions are reasonably consistent with the
duties herein set forth to be performed by Executive;
(b) Conviction of or entering a plea of guilty or no contest to a
violation by Executive of a state or federal criminal law involving the
commission of a crime against Employer or its employees or a felony;
(c) Continuous misuse of alcohol or controlled substances or
illegal substances that materially interferes with Executive's
performance of his duties to Employer;
EMPLOYMENT AGREEMENT
-5-
deception, fraud, misrepresentation or dishonesty by Executive; any
incident materially compromising Executive's reputation or ability to
represent Employer with the public; any act or omission by Executive
that materially impairs Employer's business, good will or reputation;
or any other misconduct; or
(d) Any material violation of any provision of this Agreement
that is not cured by Executive within 30 days after receipt of written
notice thereof given by Employer.
7.7 Definition of Good Reason
Whenever reference is made in this Agreement to termination being with Good
Reason, "Good Reason" means the occurrence, without Executive's written consent,
of one or more of the following events:
(a) Action by Employer which results in a material diminution in
the position held by Executive, or the assignment to Executive of
duties materially inconsistent with his position with Employer,
excluding for this purpose isolated and inadvertent action not taken in
bad faith and that is remedied by Employer within 30 days after receipt
of written notice thereof given by Executive;
(b) Failure by Employer to promptly pay Executive any installment
or portion of his compensation from Employer when earned and due
(excluding for this purpose any inadvertent action not taken in bad
faith and that is remedied by Employer promptly after receipt of
written notice thereof given by Executive);
(c) Employer requiring Executive generally to perform his duties
to Employer at a location more than 75 miles outside the Albany, Oregon
area, excluding for this purpose travel outside such area reasonably
required in connection with fulfilling his duties and responsibilities
to Employer; or
(d) Any other material breach by Employer of this Agreement that
is not cured by Employer within 30 days after receipt of written notice
thereof from Executive.
8. NONSOLICITATION
8.1. Applicability
This paragraph 8 shall survive the termination of Executive's employment with
Employer or the expiration of the term of this Agreement.
8.2. Scope of Nonsolicitation
Executive shall not, during his employment and for a period of two years from
the later of (a) the date on which his employment with Employer terminates for
any reason; and (b) the date this Agreement expires, directly or indirectly,
solicit, influence or entice, or attempt to solicit, influence or entice, any
employee or consultant of Employer to cease his relationship with Employer or
solicit, influence, entice or in any way divert any customer, distributor,
partner, joint venturer or supplier of Employer to do business or in any way
become associated with any Competitor. A "Competitor" shall include any entity
which, directly or indirectly, competes with Employer or produces, markets,
distributes or otherwise derives benefit from
EMPLOYMENT AGREEMENT
-6-
the production, marketing or distribution of products that compete with products
then produced by Employer or the feasibility for production of which Employer is
then actually studying, or which is preparing to market or is developing
products that will be in competition with the products then produced or being
studied or developed by Employer, in each case anywhere within such geographic
areas as Employer markets or sells its products at the time of termination of
Executive's employment with Employer.
8.3. Assignment of Intellectual Property
All concepts, designs, machines, devices, uses, processes, technology, trade
secrets, works of authorship, customer lists, plans, embodiments, inventions,
improvements or related work product (collectively "Intellectual Property")
which Executive develops, conceives or first reduces to practice during the term
of his employment hereunder or within one year after the termination of his
employment hereunder or the expiration of this Agreement, whether working alone
or with others, shall be the sole and exclusive property of Employer, together
with any and all Intellectual Property rights, including, without limitation,
patent or copyright rights, related thereto, and Executive hereby assigns to
Employer all of such Intellectual Property. "Intellectual Property" shall
include only such concepts, designs, machines, devices, uses, processes,
technology, trade secrets, customer lists, plans, embodiments, inventions,
improvements and work product which (a) relate to Executive's performance of
services under this Agreement, to Employer's field of business or to Employer's
actual or demonstrably anticipated research or development, whether or not
developed, conceived or first reduced to practice during normal business hours
or with the use of any equipment, supplies, facilities or trade secret
information or other resource of Employer or (b) are developed, in whole or in
part, on Employer's time or developed using Employer's equipment, supplies,
facilities or trade secret information, or other resources of Employer, whether
or not the work product relates to Employer's field of business or Employer's
actual or demonstrably anticipated research.
8.4. Disclosure and Protection of Inventions
Executive shall disclose in writing all concepts, designs, processes,
technology, plans, embodiments, inventions or improvements constituting
Intellectual Property to Employer promptly after the development thereof. At
Employer's request and at Employer's expense, Executive will assist Employer or
its designee in efforts to protect all rights relating to such Intellectual
Property. Such assistance may include, without limitation, the following: (a)
making application in the United States and in foreign countries for a patent or
copyright on any work products specified by Employer; (b) executing documents of
assignment to Employer or its designee of all of Executive's right, title and
interest in and to any work product and related intellectual property rights;
and (c) taking such additional action (including, without limitation, the
execution and delivery of documents) to perfect, evidence or vest in Employer or
its designee all right, title and interest in and to any Intellectual Property
and any rights related thereto.
8.5. Nondisclosure; Return of Materials
During the term of his employment by Employer and following termination of such
employment, he will not disclose (except as required by his duties to Employer),
any concept, design, process, technology, trade secret, customer list, plan,
embodiment, or
EMPLOYMENT AGREEMENT
-7-
invention, any other Intellectual Property or any other confidential information
(including, without limitation, customer information), whether patentable or
not, of Employer of which Executive becomes informed or aware during his
employment, whether or not developed by Executive. In the event of the
termination of his employment with Employer or the expiration of this Agreement,
Executive will return all documents, data and other materials of whatever
nature, including, without limitation, drawings, specifications, research,
reports, embodiments, software and manuals to Employer which pertain to his
employment with Employer or to any Intellectual Property and shall not retain or
cause or allow any third party to retain photocopies or other reproductions of
the foregoing.
8.6. Equitable Relief
Executive acknowledges that the provisions of this paragraph 8 are essential to
Employer, that Employer would not enter into this Agreement if it did not
include this paragraph 8 and that damages sustained by Employer as a result of a
breach of this paragraph 8 cannot be adequately remedied by damages, and
Executive agrees that Employer, notwithstanding any other provision of this
Agreement, including paragraph 13 hereof, and in addition to any other remedy it
may have under this Agreement or at law, shall be entitled to injunctive and
other equitable relief to prevent or curtail any breach of any provision of this
Agreement, including this paragraph 8.
8.7. Effect of Violation
Executive and Employer acknowledge and agree that additional consideration has
been given for Executive entering into this paragraph 8, such additional
consideration, including, certain provisions for termination payments pursuant
to paragraph 7 of this Agreement. Violation by Executive of this paragraph 8
shall relieve Employer of any obligation it may have to make such termination
payments, but shall not relieve Executive of his obligations under this
paragraph 8.
8.8. Definition of Employer
For purposes of subparagraph 8.2 hereof, "Employer" shall include Employer and
any of its subsidiaries or parent corporation and any business ventures in which
Employer or any of its subsidiaries or parent corporation may participate.
9. REPRESENTATIONS AND WARRANTIES
To induce Employer to enter into this Agreement, Executive represents and
warrants to Employer as follows:
9.1 No Violation of Other Agreements
Neither the execution nor the performance of this Agreement by Executive will
violate or conflict in any way with any other agreement by which Executive may
be bound, or with any other duties imposed upon Executive by corporate or other
statutory or common law.
9.2 Patents, Etc.
Executive has prepared and attached hereto as Schedule A a list of all
inventions, patent applications and patents made or conceived by Executive prior
to the date hereof, which are subject to prior agreement or which Executive
desires to exclude from this Agreement, or, if
EMPLOYMENT AGREEMENT
-8-
no such list is attached, Executive hereby represents and warrants to Employer
that there are no such inventions, patent applications or patents.
10. FORM OF NOTICE
All notices given hereunder shall be given in writing, shall specifically refer
to this Agreement and shall be personally delivered or sent by telecopy or other
electronic facsimile transmission, by overnight delivery by a nationally
recognized carrier service or by registered or certified mail, return receipt
requested, at the address set forth below or at such other address as may
hereafter be designated by notice given in compliance with the terms hereof:
If to Executive: ________________________________________________
________________________________________________
________________________________________________
If to Employer: Synthetech, Inc
0000 Xxxxxxxxxx Xxx
Xxxxxx, XX 00000-0000
Attention: Chief Executive Officer
Facsimile No.:__________________________________
Copy to: Xxxxxxx Coie LLP
0000 XX Xxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxxx
Facsimile No.: 000-000-0000
If notice is mailed, such notice shall be effective upon mailing, if such notice
is sent by overnight delivery, such notice shall be effective upon the next
business day following delivery to the courier service, or if notice is
personally delivered or sent by telecopy or other electronic facsimile
transmission, it shall be effective upon receipt.
11. ASSIGNMENT
This Agreement is personal to Executive and shall not be assignable by
Executive. Employer may assign its rights hereunder to (a) any corporation
resulting from any merger, consolidation or other reorganization to which
Employer is a party or (b) any corporation, partnership, association or other
person to which Employer may transfer all or substantially all of the assets and
business of Employer existing at such time. All of the terms and provisions of
this Agreement shall be binding upon and shall inure to the benefit of and be
enforceable by the parties hereto and their respective successors, heirs, legal
representatives and permitted assigns.
12. WAIVERS
No delay or failure by any party hereto in exercising, protecting or enforcing
any of its rights, titles, interests or remedies hereunder, and no course of
dealing or performance with respect thereto, shall constitute a waiver thereof.
The express waiver by a party hereto of any right, title, interest or remedy in
a particular instance or circumstance shall not constitute a waiver thereof in
any other instance or circumstance. All rights and remedies shall be cumulative
and not exclusive of any other rights or remedies.
EMPLOYMENT AGREEMENT
-9-
13. ARBITRATION
Subject to the provisions of subparagraph 8.6 hereof, any controversies or
claims arising out of or relating to this Agreement shall be fully and finally
settled by arbitration in Portland, Oregon, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect (the
"AAA Rules"), conducted by one arbitrator either mutually agreed upon by
Employer and Executive or chosen in accordance with the AAA Rules, except that
(a) the parties thereto shall have any right to discovery as would be permitted
by the Federal Rules of Civil Procedure for a period of 90 days following the
commencement of such arbitration and the arbitrator thereof shall resolve any
dispute which arises in connection with such discovery and (b) the arbitration
may be conducted by AAA or by such other arbitration service as the parties
agree. The prevailing party shall be entitled to costs, expenses and reasonable
attorneys' fees, and judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.
14. AMENDMENTS IN WRITING
No amendment, modification, waiver, termination or discharge of any provision of
this Agreement, nor consent to any departure therefrom by either party hereto,
shall in any event be effective unless the same shall be in writing,
specifically identifying this Agreement and the provision intended to be
amended, modified, waived, terminated or discharged and signed by Employer and
Executive, and each such amendment, modification, waiver, termination or
discharge shall be effective only in the specific instance and for the specific
purpose for which given. No provision of this Agreement shall be varied,
contradicted or explained by any oral agreement, course of dealing or
performance or any other matter not set forth in an agreement in writing and
signed by Employer and Executive.
15. APPLICABLE LAW; VENUE
This Agreement shall in all respects, including all matters of construction,
validity and performance, be governed by, and construed and enforced in
accordance with, the laws of the State of Oregon, without regard to any rules
governing conflicts of laws. Subject to paragraph 13, the parties irrevocably
consent to the exclusive jurisdiction and venue of the state and federal courts
located in Multnomah County, Oregon in connection with any action relating to
this Agreement.
16. SEVERABILITY
If any provision of this Agreement shall be held invalid, illegal or
unenforceable in any jurisdiction, for any reason, including, without
limitation, the duration of such provision, its geographical scope or the extent
of the activities prohibited or required by it, then, to the full extent
permitted by law (a) all other provisions hereof shall remain in full force and
effect in such jurisdiction and shall be liberally construed in order to carry
out the intent of the parties hereto as nearly as may be possible, (b) such
invalidity, illegality or unenforceability shall not affect the validity,
legality or enforceability of any other provision hereof, and (c) any court or
arbitrator having jurisdiction thereover shall have the power to reform such
provision to the extent necessary for such provision to be enforceable under
applicable law.
EMPLOYMENT AGREEMENT
-10-
17. HEADINGS
All headings used herein are for convenience only and shall not in any way
affect the construction of, or be taken into consideration in interpreting, this
Agreement.
18. COUNTERPARTS
This Agreement, and any amendment or modification entered into pursuant to
paragraph 14 hereof, may be executed in any number of counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.
19. ENTIRE AGREEMENT
This Agreement on and as of the date hereof constitutes the entire agreement
between Employer and Executive with respect to the subject matter hereof and all
prior or contemporaneous oral or written communications, understandings or
agreements between Employer and Executive with respect to such subject matter
are hereby superseded and nullified in their entireties.
EMPLOYMENT AGREEMENT
-11-
IN WITNESS WHEREOF, the parties have executed and entered into this Employment
Agreement on the date set forth above.
EXECUTIVE:
_________________________________________
Name:____________________________________
EMPLOYER:
SYNTHETECH, INC.
By_______________________________________
Title:
EMPLOYMENT AGREEMENT
SCHEDULE A
Patents, etc.
