Exhibit 10.1


 


RESTRICTED STOCK AWARD AGREEMENT


 


UNDER THE ALBANY MOLECULAR RESEARCH, INC.

1998 STOCK OPTION AND INCENTIVE PLAN


 


Name
of Grantee: 


No. of
Shares: 


Purchase
Price per Share:                       (e.g.,
par value)


Grant Date:
                  ,
200   


Final
Acceptance Date:                      ,
200   


 


Pursuant to the Albany Molecular Research, Inc. 1998
Stock Option and Incentive Plan (the “Plan”) as amended through the date
hereof, Albany Molecular Research, Inc. (the “Company”) hereby grants a
Restricted Stock Award (an “Award”) to the Grantee named above.  Upon acceptance of this Award, the Grantee
shall receive the number of shares of Common Stock, par value $0.01 per share
(the “Stock”) of the Company specified above, subject to the restrictions and
conditions set forth herein and in the Plan.


 


1.                                       Acceptance of Award.  The
Grantee shall have no rights with respect to this Award unless he or she shall
have accepted this Award prior to the close of business on the Final Acceptance
Date specified above by (i) making payment to the Company by certified or
bank check or other instrument acceptable to the Administrator (as defined in
Section 2 of the Plan) of the Purchase Price per Share, if any, times the
number of shares to be accepted, and (ii) signing and delivering to the
Company a copy of this Award Agreement. 
Upon acceptance of this Award by the Grantee, the shares of Restricted
Stock so accepted shall be issued and held by the Company’s transfer agent in
book entry form or certificates
evidencing the shares of Restricted Stock so accepted shall be issued and
delivered to the Grantee, and the Grantee’s name shall be entered as the
stockholder of record on the books of the Company.  Thereupon, the Grantee shall have all the
rights of a shareholder with respect to such shares, including voting and
dividend rights, subject, however, to the restrictions and conditions specified
in Paragraph 2 below.


 


2.                                       Restrictions and Conditions.


 


(a)                                  Any book entries or certificates
evidencing the shares of Restricted Stock granted herein shall bear an
appropriate legend, as determined by the Administrator in its sole discretion,
to the effect that such shares are subject to restrictions as set forth herein
and in the Plan.


 


(b)                                 Shares
of Restricted Stock granted herein may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.


 


(c)                                  As
a condition of acceptance of this award, the grantee will execute and deliver
to the Company the attached stock power endorsed in blank.


 


(d)                                 If
the Grantee’s employment with the Company and its Subsidiaries is voluntarily
or involuntarily terminated for any reason (including death) prior to vesting
of shares 


 





















 


of Restricted
Stock granted herein, the Company shall have the right, at the discretion of
the Administrator, to repurchase such shares from the Grantee or the Grantee’s
legal representative at their purchase price. 
The Company must exercise such right of repurchase or forfeiture by
written notice to the Grantee or the Grantee’s legal representative not later
than 60 days following such termination of employment.


 


3.                                       Vesting of Restricted Stock.  The
restrictions and conditions in Paragraph 2 of this Agreement shall lapse
on the Vesting Date or Dates specified in the following schedule.  If a series of Vesting Dates is specified,
then the restrictions and conditions in Paragraph 2 shall lapse only with
respect to the number of shares of Restricted Stock specified as vested on such
date.


 


	
  Number of Shares of 

  Restricted Stock Vested

  	
   

  	
  Vesting Date

  
	
  (    %)

  	
   

  	
   

  
	
  (    %)

  	
   

  	
   

  
	
  (    %)

  	
   

  	
   

  
	
  (    %)

  	
   

  	
   

  
	
  (    %)

  	
   

  	
   

  



 


Subsequent to such Vesting Date or Dates, the shares
of Stock on which all restrictions and conditions have lapsed shall no longer
be deemed Restricted Stock.  The
Administrator may at any time accelerate the vesting schedule specified in this
Paragraph 3.


 


4.                                       Dividends.  Dividends on Shares of Restricted
Stock shall be paid currently to the Grantee.


 


5.                                       Incorporation of Plan. 
Notwithstanding anything herein to the contrary, this Agreement shall be
subject to and governed by all the terms and conditions of the Plan, including
the powers of the Administrator set forth in Section 2(b) of the Plan.  Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is specified
herein.


 


6.                                       Transferability.  This Agreement is personal to the
Grantee, is non-assignable and is not transferable in any manner, by operation
of law or otherwise, other than by will or the laws of descent and
distribution.


 


7.                                       Tax Withholding.  The Grantee shall, not later than
the date as of which the receipt of this Award becomes a taxable event for
Federal income tax purposes, pay to the Company or make arrangements
satisfactory to the Administrator for payment of any Federal, state, and local
taxes required by law to be withheld on account of such taxable event.  The Grantee may elect to have the required
minimum tax withholding obligation satisfied, in whole 


 


2





















 


or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued, or (ii) transferring to the Company, a number of shares of
Stock with an aggregate Fair Market Value that would satisfy the withholding
amount due.


 


8.                                       Miscellaneous.


 


(a)                                  Notice
hereunder shall be given to the Company at its principal place of business, and
shall be given to the Grantee at the address set forth below, or in either case
at such other address as one party may subsequently furnish to the other party
in writing.


 


(b)                                 This
Agreement does not confer upon the Grantee any rights with respect to
continuation of employment by the Company or any Subsidiary.


 


	
   

  	
  ALBANY
  MOLECULAR RESEARCH,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  Grantee’s
  Signature

  
	
   

  	
   

  
	
   

  	
  Grantee’s
  name and address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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