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Exhibit 10.1
of Form 10-Q
AGREEMENT
This Agreement is entered into by and between Synthetech, Inc.
(the "Company") and _______________ (the "Executive") as of
_________, 1997.
1. Employment
The Company hereby agrees to employ Executive as
________________, and Executive hereby agrees to render his
services to the Company in accordance with the terms and
conditions of this Agreement. Executive shall have
responsibilities normally associated with the ___________________
positions and have such other duties and authority as shall be
determined from time to time by the President of the Company.
During the term of his employment hereunder, Executive will
devote substantially all of his business time and best efforts to
the performance of his duties hereunder.
2. Employment at Will
Both parties agree that the employment is on an "at will" basis
and may be terminated by either party at any time and for any
reason.
3. Base Salary and Bonus
The Company shall pay Executive a monthly salary of $_______ on
the last day of each month, payable in arrears. The parties
acknowledge that Executive is considered to be exempt from
statutory requirements governing overtime pay, and, accordingly,
Executive will be expected to work such actual amount of time as
may be necessary to fulfill Executive's duties and
responsibilities. The Company in its sole discretion may also
pay cash bonuses and/or grant stock options to Executive from
time to time. The Company and Executive shall also review the
monthly salary from time to time to determine whether an
adjustment should be made prospectively. The monthly salary
amount set forth in the first sentence of this Section 3 shall be
deemed to be automatically amended upon the parties' agreement to
adjust such salary as evidenced by an adjustment in the monthly
paycheck delivered to the Executive.
4. Rules and Regulations
Executive shall comply in all respects with the Company's rules
and regulations.
5. Executive Benefits
Executive shall be provided employee benefits in accordance with
the Company's policies from time to time.
6. Business Expenses
Reasonable travel, entertainment and other business expenses
incurred by Executive in the performance of his duties hereunder
shall be reimbursed by the Company in accordance with the
Company's policies in effect from time to time.
7. Noncompetition
(a) During the term of Executive's employment by the Company and
for twelve (12) months thereafter, Executive agrees that he will
not, without prior written consent of the Company (other than
ownership of securities of publicly held corporations of which
Executive owns less than one percent of any class of outstanding
securities) directly or indirectly, whether as employee, officer,
director, independent contractor, consultant, stockholder,
partner, agent or otherwise, engage in or assist others to engage
in or have any interest in any business which competes with the
actual business of the Company anywhere within the marketing area
served by the Company during the period of Executive's employment
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with the Company or with the demonstrably anticipated future
business of the Company at the time of Executive's termination of
employment.
(b) If the Company chooses, the Company may in its sole
discretion extend the expiration of the noncompete period to
24 months after termination of employment by notifying Executive
no later than nine months after the termination date of
employment and paying the consideration set forth in Section 9(b)
below.
8. Nonsolicitation
(a) While employed at the Company and for a period of twelve
(12) months thereafter, Executive will not directly or indirectly
(i) induce or attempt to influence directly or indirectly any
employee of the Company to terminate his/her employment with the
Company or to work for Executive or any other person or entity;
(ii) employ or offer employment to any person who was employed by
the Company unless such person shall have ceased to be employed
by the Company for a period of at least twelve (12) months;
(iii) make known to any person, firm or corporation the names and
addresses of any vendors or customers of the Company or contacts
of the Company or any other information pertaining to such
persons; (iv) solicit, take away, or attempt to take away, any
customers of the Company on whom Executive calls or with whom
Executive becomes acquainted during Executive's employment with
the Company, whether for Executive or for any other person, firm
or corporation.
(b) If the Company chooses, the Company may in its sole
discretion extend the expiration of the nonsolicitation period to
24 months after termination of employment by notifying Executive
no later than nine months after the termination date of
employment and paying the consideration set forth in
Section 10(b) below.
9. Compensation for Noncompetition Agreement
(a) As compensation for Executive's obligations under
Section 7(a) of this Agreement, the Company agrees to pay to
Executive (i) twelve monthly installments equal to fifty percent
(50%) of the average monthly base salary earned by Executive over
the 12 months immediately preceding the termination of employment
and (ii) twelve monthly cash installments for health insurance
coverage. These cash installments for health insurance coverage
shall equal the monthly cost of the health insurance coverage (at
the time of Executive's termination of employment) required to be
offered under COBRA to former employees. Such payments shall
commence at the end of the first full month after Executive's
termination of employment and at the end of each of the next
11 months thereafter.
(b) If the Company in its sole discretion desires to extend the
expiration date of the noncompete to 24 months after the
termination date of the Executive's employment with the Company,
the Company shall continue to pay Executive the monthly sum
calculated (i) pursuant to Section 9(a)(i) for 12 additional
monthly installments and (ii) pursuant to Section 9(a)(ii) for
12 additional monthly installments, each commencing on the first
anniversary of the first payment under Section 9(a) and at the
end of the next 11 months thereafter.
(c) The Company's obligations under Section 9 shall terminate
upon the death of the Executive. Thus, upon the death of
Executive, Executive shall be paid any amounts due under
Section 9 prorated through the date of Executive's death.
10. Compensation for Nonsolicitation Agreement
(a) As compensation for Executive's obligations under
Section 8(a) of this Agreement, the Company agrees to pay to
Executive twelve monthly installments equal to fifty percent
(50%) of the average monthly base salary earned by Executive over
the 12 months immediately preceding the termination of
employment. Such payment shall commence at the end of the first
full month after Executive's termination of employment and at the
end of each of the next 11 months thereafter.
(b) If the Company in its sole discretion desires to extend the
expiration date of the nonsolicitation to 24 months after the
termination date of the Executive's employment with the Company,
the Company shall continue to pay Executive the monthly sum
calculated pursuant to Section 10(a) for 12 additional monthly
installments, commencing on the first anniversary of the first
payment under Section 10(a) and at the end of the next 11 months
thereafter.
(c) The Company's obligations under Section 10 shall terminate
upon the death of the Executive. Thus, upon the death of
Executive, Executive shall be paid any amounts due under
Section 10 prorated through the date of Executive's death.
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11. Declaration and Acknowledgement
Promptly after termination of his employment but in no event
later than the date of the Company's first payment to Executive
pursuant to this Agreement, Executive agrees to execute the
Declaration and Acknowledgement attached as Exhibit A hereto.
12. Term
This Agreement shall continue without a set termination date;
provided, however, that either party may terminate this Agreement
by delivering to the other party written notice of termination
("Termination Notice") two years prior to the effective
termination date. Upon delivery of such notice, the Agreement
shall terminate on the second anniversary of the delivery of the
Termination Notice unless prior to the date of termination,
Executive's employment by the Company shall have been terminated,
in which case, this Agreement will terminate upon the first
anniversary of the Executive's termination of employment, unless
the Company shall have exercised its options pursuant to
Sections 9(b) and 10(b), in which case this Agreement shall
terminate on the second anniversary of Executive's termination of
employment. Notwithstanding anything to the contrary in this
Agreement, either party may terminate the employment relationship
at any time and for any reason. Upon such termination, the
Executive shall be paid his base salary prorated through the date
of termination of employment and any additional amounts due under
Sections 9 and 10.
13. Remedies
Executive acknowledges that the provisions of Sections 7 and 8
hereof are reasonable and necessary for the protection of the
Company and that the Company will be irrevocably damaged if such
provisions are not specifically enforced. Accordingly, in the
event of breach or threatened breach of the provisions of Section
7 or 8 hereof, it is understood and agreed that the Company shall
be entitled to injunctive relief (without bond or other security
being required) as well as any and all other applicable remedies
at law and in equity. Should a court of competent jurisdiction
declare any of these provisions unenforceable due to an
unreasonable restriction, or for any other reason, such court
shall have the express authority of the parties of this Agreement
to reform such provisions and/or to grant the Company any and all
other relief, at law or in equity, reasonably necessary to
protect the interests of the Company. Executive expressly
acknowledges that (i) he has had the opportunity to be
represented by separate legal counsel in connection with the
negotiation of this Agreement and (ii) he considers these
provisions to be reasonable.
14. No Waiver
The failure by either Executive or Company to require performance
by the other with respect to any provision hereof shall not
affect the right of such party to enforce such provision, nor
shall the waiver by Executive or Company of any breach hereunder
be deemed a waiver of any succeeding breach or a modification of
any of the terms hereof.
15. Entire Agreement
Executive agrees that this Agreement shall be governed for all
purposes by the laws of the State of Oregon as such law applies
to contracts to be performed within Oregon by residents of Oregon
and that venue for any action arising out of this Agreement shall
be proper only in Multnomah County, Oregon or in the United
States Federal District Court for the District of Oregon. If any
provision of this Agreement shall be declared excessively broad,
it shall be construed so as to afford the Company the maximum
protection permissible by law. This Agreement sets forth the
entire Agreement of the parties as to Executive's employment at
the Company and any representations, promises, or conditions in
connection therewith not in writing and signed by both parties
shall not be binding upon either party. The terms and conditions
of this Agreement shall survive termination of employment
hereunder.
16. Withholding and Offset
Payment of salary and any other amounts to Executive will be
subject to such withholding as may be required by law and any
other offsets against amounts owing the Company by Executive.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered as of the date first above
written.
EXECUTIVE:
______________________________________
Address:____________________________
____________________________________
SYNTHETECH, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
Address: 0000 Xxxxxxxxxx Xxx
Xxxxxx, XX 00000
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EXHIBIT A
Declaration and Acknowledgement
1. In connection with his termination of employment, the
undersigned hereby declares and acknowledges as follows:
a. He has returned to Synthetech, Inc. ("Synthetech")
all keys, credit cards, computer files, materials and
other property owned by the Company.
b. He acknowledges and agrees that he is subject to
the provisions of the Proprietary Information and
Employee Inventions Agreement regarding use and
disclosure of Confidential Information (as defined
therein).
c. He acknowledges and agrees that he is subject to
the portion of the Agreement dated as of ____________,
1997 between the undersigned and Synthetech regarding
noncompetition and nonsolicitation.
2. Synthetech acknowledges that it has the financial
obligation to the undersigned pursuant to Section 9 and 10
of the Agreement dated as of ____________, 1997 between the
undersigned and Synthetech.
IN WITNESS WHEREOF, the parties have executed this
Declaration and Acknowledgement.
__________________________________
_____________________
SYNTHETECH, INC.
By:________________________________
Name:______________________________
Title:_____________________________
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