Exhibit 10.6


 


Execution Version


 


AMENDED EMPLOYMENT AGREEMENT







  


This AMENDED EMPLOYMENT AGREEMENT (the “Agreement”)
is made this eighth day of February, 2017, by and between Albany Molecular Research, Inc., a Delaware corporation (the “Company”),
and William S. Marth (the “Executive”).


 


WHEREAS, the Executive has been the Chief
Executive Officer and President of the Company since January 1, 2014 (the “Employment Date”) and is a party to an Employment
Agreement with the company dated September 5, 2013; and


 


WHEREAS, the parties wish to amend certain
provisions of the Employment Agreement that will be effective as of the date hereof; and


 


WHEREAS, the parties hereto desire to assure
that the Executive’s knowledge and familiarity with the business of the Company will continue to be available to the Company
after the Employment Date.


 


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 employs the Executive, effective on the Employment Date, and the Executive
agrees to accept such employment on the Employment Date upon the terms and conditions hereinafter set forth. In the event that
the Executive becomes an employee of the Company on any date other than January 1, 2014, then the actual date of employment shall
be considered the Employment Date hereunder.


 


2.     
     Term of Employment. The term of the Executive’s employment pursuant to this
Agreement shall commence on the Employment Date (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 two
(2) years (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 Executive or
the Company not less than one hundred eighty (180) days prior to the expiration of the Term (as extended by any Renewal
Term). The period during which the Executive 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.


 


(a)          Duties.
During the Term of Employment, the Executive shall report directly to the Board of Directors of the Company and (i) shall serve
as an executive officer of the Company with the title Chief Executive Officer and President, (ii) shall remain
as a member of the Board of Directors of the Company, subject to continued re-election by the shareholders of the Company, but
shall resign as Chairman of the Board effective as of the Employment Date; (iii) shall perform such duties and responsibilities
as may be reasonably determined by the Board of Directors of the Company consistent with the Executive’s title and position,
provided that such duties and responsibilities shall be within the general area of the Executive’s experience and
skills, (iv) upon the request of the Board of Directors of the Company, shall serve as an officer and/or director of any of the
Company’s subsidiaries or affiliates (provided that the Company shall indemnify the Executive for liabilities incurred
as such in accordance with its current practices to the fullest extent permitted by applicable law); and (v) shall render all services
incident to the foregoing.


 


(b)          Extent
of Service. The Executive agrees to diligently serve the 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 performance of his duties and responsibilities hereunder; provided that nothing in this Agreement shall be construed
as preventing the Executive from (i) investing the Executive’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 Executive’s part in connection with the
operations or affairs of the entities in which such investments are made, (ii) engaging in religious, charitable or other community
or non-profit activities that do not impair the Executive’s ability to fulfill the Executive’s duties and responsibilities
under this Agreement or (iii) serving as a director of Upsher-Smith Laboratories or KV Pharmaceutical Company and such additional
companies as to which the Board of Directors may consent, such consent not to be unreasonably withheld or delayed, provided that
the Executive’s service as a director for such company(ies) does not impair the Executive’s ability to fulfill his
duties and responsibilities under this Agreement, and provided further that the Executive may not serve on more than two outside
boards of directors at any time and, without prior consent of the Board of Directors, may not serve as board or committee chair.


 


4.    
      Compensation.


 


(a)    Salary.
During the Term of Employment, the Company shall pay the Executive 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 such rate per annum be less than $650,000.
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 executives, as in effect from time to time. The Executive agrees that effective
on the Employment Date, he shall no longer be eligible for or receive any separate or additional compensation for his service on
the Company’s Board of Directors.


 


(b)     Bonus.
Annually, the Company shall review the performance of the Company and of the Executive during the prior year, and the Company may
provide the Executive with additional compensation as a bonus in accordance with any bonus plan then in effect from time to time
for senior executives of the Company. Any such bonus plan shall have such performance metrics as determined by the Board of Directors
of the Company or the Compensation Committee of the Board of Directors during the annual planning process. The Executive’s
potential bonus shall be 60% of his Base Salary at target performance, 30% of his Base Salary at threshold performance and 90%
of his Base Salary at superior performance. Any bonuses earned for a calendar year shall be paid between January 1 and March 15
of the following calendar year.


 






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(c)          Relocation.
The Company will provide the Executive with a relocation bonus of $350,000 (the “Relocation Bonus”), payable within
sixty (60) days of the Employment Date.


 


(d)          Equity
Grants. Effective on the Employment Date, the Company will grant to Executive shares of restricted stock with a Fair Market
Value on the date of grant equal to $1 million. Such restricted stock grant will have time-based vesting over four (4) years, with
twenty-five percent (25%) of the shares vesting on the first anniversary of the date of grant and the remaining seventy-five percent
(75%) vesting in equal installments on each annual anniversary of the date of the grant, subject to continued employment. The Executive
shall also be entitled to receive shares of restricted stock and a non-qualified stock option to purchase shares of common stock
with a Fair Market Value of $1 million, which grant shall be made at the same time that annual awards are made to other Company
executives in early 2014 and all such awards shall be performance awards, with vesting tied to achievement of performance metrics
to be determined by the Board of Directors of the Company or the Compensation Committee of the Board of Directors. The Executive
also shall be eligible for additional annual grants of restricted stock and non-qualified options to purchase shares of the Company’s
common stock. For purposes of this Agreement, the Fair Market Value of shares of restricted stock will be calculated with reference
to the closing price on the date of grant (or the immediately preceding business day if the date of grant is not a business day)
and the number of options to be granted will be determined through the use of the Black-Scholes valuation model as used by the
Company in its most recent quarterly or annual filing, such valuation model applied to the closing price on the date of grant (or
the immediately preceding business day if the date of grant is not a business day). The restricted stock and stock options will
be granted pursuant to the Company’s 2008 Stock Option and Incentive Plan. Such restricted stock and stock options will be
evidenced by standard agreements to be entered into between Executive and the Company and the terms and conditions of vesting of
such shares will be set forth in such agreements. For the avoidance of doubt, such agreements will provide only double trigger
vesting and not single trigger vesting acceleration upon a Change in Control of the Company if a Change in Control occurs in the
first year of employment. If a Change in Control occurs after the Executive has completed one year of employment, the Executive
will become fully vested in any outstanding stock options, Restricted Stock or other stock grants awarded under this Agreement
upon the consummation of the Change in Control.


 






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5.   
       Benefits.


 


(a)        Regular Benefits.
During the Term of Employment, the Executive 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 executives
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 the Executive for all reasonable business expenses incurred by the Executive
during the Term of Employment in accordance with the Company’s practices for senior executives of the Company, as in effect
from time to time. In addition, the Company agrees to pay or reimburse the Executive for the legal fees of his attorneys (Sills
Cummis & Gross, P.C.) in connection with the negotiation and documentation of this Agreement and related matters, up to an
aggregate amount of $15,000.


 


(c)        Vacation.
During the Term of Employment, the Executive shall receive at least four (4) weeks paid vacation annually or such greater amount
as is in accordance with the Company’s practices for senior executives of the Company, as in effect from time to time.


 


6.     
     Termination of Employment. Notwithstanding the provisions of Section 2, the
Executive’s employment under this Agreement shall terminate under the following circumstances set forth in this Section
6. In the event that the Executive’s employment terminates at any time from the Employment Date to the date that is
twenty-four (24) months following the Relocation Date and such termination is pursuant to Section 6(b) or 6(d); then within
thirty (30) days of the Date of Termination the Executive shall repay the Relocation Bonus in full to the Company.


 


For purposes of this
Agreement, “Date of Termination” means (i) if the Executive’s employment is terminated by his death as
provided in Section 6(c), the date of his death; (ii) if the Executive’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 Executive’s employment is terminated
by the Company without Cause under Section 6(e) or Section 6(g), sixty (60) days after the date on which notice of termination
is given; and (iv) if the Executive’s employment is terminated under Section 6(f) or for Good Reason under Section 6(g),
the date on which the applicable cure period expires.


 


(a)          Mutual
Consent. The Executive’s employment under this Agreement may be terminated at any time by the mutual consent of the Executive
and the Company on such terms as both parties shall mutually agree.


 


(b)          Termination
by the Company for Cause. The Executive’s employment under this Agreement may be terminated by the Company for Cause
at any time upon written notice to the Executive without further liability on the part of the Company. For purposes of this Agreement,
a termination shall be for Cause if:


 






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(i)          the
Executive 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
Executive shall commit a material breach of any of the covenants, terms or provisions of Section 7, 8 or 9 hereof which breach
has not been cured within fifteen (15) days after delivery to the Executive by the Company of written notice thereof;


 


(iii)        the
Executive shall commit a material breach of any of the covenants, terms or provisions hereof (other than pursuant to Section 7,
8 or 9 hereof) which breach has not been remedied within thirty (30) days after delivery to the Executive by the Company of written
notice thereof; or


 


(iv)        the
Executive shall have disobeyed reasonable written instructions from the Company’s Board of Directors, Compensation Committee
or other appropriate governing committee which are consistent with the terms and conditions of this Agreement or shall have deliberately,
willfully, substantially and continuously failed to perform the Executive’s duties hereunder, after written notice and under
circumstances effectively constituting a voluntary resignation of the Executive’s position with the Company.


 


Upon termination for
Cause as provided in this Section 6(b), all obligations of the Company under this Agreement shall thereupon immediately terminate
other than any obligations with respect to earned but unpaid Base Salary. The Company shall have any and all rights and remedies
under this Agreement and applicable law.


 


(c)          Death;
Disability. The Executive’s employment under this Agreement may be terminated by the Company upon the earlier of death
or permanent disability (as defined below) of the Executive continuing for a period of one hundred eighty (180) days. Upon any
such termination of the Executive’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 Base Salary through the Date of Termination, (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 executive officers of the Company, pro-rated on the basis of the number
of days of the Executive’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 Company’s group health insurance
policy. As used herein, the term “permanent disability” or “permanently disabled” means the inability of
the Executive, by reason of injury, illness or other similar cause, after reasonable accommodation by the Company, to perform 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 Executive of the termination of his employment hereunder due to permanent disability. Should a dispute occur
concerning the Executive’s mental or physical capacity as described in this Section 6(c), a doctor selected by the Executive
and a doctor selected by the Company shall be entitled to examine the Executive. If the opinion of the Company’s doctor and
the Executive’s doctor conflict, the Company’s doctor and the Executive’s doctor shall together agree upon a
third doctor, whose opinion shall be binding. This Section 6(c) shall survive the termination of this Agreement for any reason.


 






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(d)          Voluntary
Termination by the Executive. At any time during the Term of Employment, the Executive may terminate his employment under this
Agreement upon sixty (60) days’ prior written notice to the Company. Upon termination by the Executive 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 Executive’s employment under this Agreement may be terminated by the Company at any
time without Cause by the Company upon sixty (60) days’ prior written notice to the Executive. Any termination by the Company
of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and
is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause, including
any termination by reason of the Company electing not to extend the term of the Executive’s employment upon the expiration
of the initial Term or any Renewal Term. Upon any such termination of the Executive’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 Executive signing a separation agreement containing, among other
things, a general release of claims, confidentiality, non-disparagement and return of property, substantially in the form of Exhibit
A attached hereto (the “Release”) within 30 days of the Date of Termination, and the Release becoming irrevocable
and further subject to the Executive’s compliance with the provisions of Sections 7 and 8 hereof, the Company shall continue
to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a period of two (2) years from the
Date of Termination and shall pay to the Executive in monthly installments over a period of two (2) years, an amount equal to the
Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to
Section 4(b), beginning with the first payroll date that begins thirty (30) days after the Date of Termination. The Company will
also make a bonus payment to Executive with respect to the year of termination on the basis of and to the extent contemplated in
any bonus plan then in effect with respect to senior executives of the Company, pro-rated on the basis of the number of days of
the Executive’s actual employment hereunder during such calendar year through the Date of Termination. Such pro-rated bonus,
if earned, will be paid prior to March 15 of the following calendar year. For purposes of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), each monthly payment shall be considered a separate payment. The Company shall
also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the
Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent
with the level and type the Executive had in place at the time of termination for a period of twenty four (24) months from the
Date of Termination to the extent permitted under the Company’s group health insurance policy.


 






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(f)          Termination
by the Executive upon Company Breach. The Executive shall have the right to terminate his employment hereunder upon written
notice to the Company in the event of (i) a change in the Executive’s title or reporting directly to the Company’s
Board of Directors, or a material diminution in the nature or scope of the powers, duties or responsibilities of the Executive
or (ii) a breach by the Company of any of its material obligations hereunder, in each case after the Executive has given written
notice to the Company specifying such default by the Company within ninety (90) days of the occurrence of the default and giving
the Company a reasonable time, not less than thirty (30) days, to conform its performance to its obligations hereunder. Upon any
such termination of the Executive’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 Executive signing the Release within 30 days of the Date of Termination and the Release becoming irrevocable, and further
subject to the Executive’s compliance with the provisions of Sections 7 and 8 hereof, the Company shall continue to pay the
Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a period of two (2) years from the Date of Termination
and shall pay to the Executive in monthly installments over a period of two (2) years, an amount equal to the Executive’s
cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b), beginning
with the first payroll date that occurs thirty (30) days after the Date of Termination. The Company will also make a bonus payment
to Executive with respect to the year of termination on the basis of and to the extent contemplated in any bonus plan then in effect
with respect to senior executives of the Company, pro-rated on the basis of the number of days of the Executive’s actual
employment hereunder during such calendar year through the Date of Termination. Such pro-rated bonus, if earned, will be paid prior
to March 15 of the following calendar year. For purposes of Section 409A of the Code, each monthly payment shall be considered
a separate payment. The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services
at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance
continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of
twenty four (24) months from the Date of Termination to the extent permitted under the Company’s group health insurance policy.


 


(g)          Change
of Control and Termination Pursuant to a Change of Control. If there is a Change 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 two (2) years following a Change of Control, the Executive’s employment is
terminated by the Company without Cause (in accordance with Section 6(e) above) or by the Executive for “Good Reason”
(as defined in Section 6(g)(ii) below), in lieu of any severance and other benefits payable under Section 6(e) or Section 6(f),
subject to the Executive signing the Release within 30 days of the Date of Termination and the Release becoming irrevocable, (i)
the Executive shall become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other
retirement account(s), (ii) the Company shall pay to the Executive a lump sum equal to the Executive’s pro rata target cash
bonus for the year in which the termination occurred (as such may be set forth in the Company’s bonus plan for such year
and calculated assuming target achievement of corporate and personal goals), such pro rata amount to be determined based on the
actual date of the termination, (iii) the Company shall pay to the Executive (or the Executive’s estate, if applicable) a
lump sum amount equal to two (2) times the sum of (x) the Executive’s Base Salary at the rate then in effect pursuant to
Section 4(a), plus (y) an amount equal to the Executive’s target cash bonus for the year in which termination occurred
(as such may be set forth in the Company’s cash bonus plan for such year and assuming target achievement of corporate and
personal goals),, on the first payroll date that occurs thirty (30) days after the Date of Termination. Notwithstanding the foregoing,
to the extent the cash severance payment to the Executive is considered deferred compensation subject to Section 409A of the Code
and if the Change of Control does not constitute a “change in control event” within the meaning of Section 409A of
the Code, such cash severance shall be payable in installments over the same period as provided in Section 6(e). The Company shall
also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the
Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent
with the level and type the Executive had in place at the time of termination for a period of twenty four (24) months from the
Date of Termination.


 






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(i)          “Change
of Control” shall mean the occurrence of any one of the following events: (A) the sale of all or substantially all of
the assets of the Company on a consolidated basis to an unrelated person or entity, (B) a merger, reorganization or consolidation
in which the outstanding shares of Stock are converted into or exchanged for securities of the successor entity and the holders
of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding
voting power of the successor entity immediately upon completion of such transaction, or (C) the sale of all or substantially all
of the Stock of the Company to an unrelated person or entity.


 


(ii)         “Good
Reason” shall mean the occurrence of any of the following:


 


(A)         a
change of the Executive’s title or reporting directly to the Company’s Board of Directors, or a material diminution
in the nature or scope of the powers, duties or responsibilities of the Executive; or


 


(B)         a
breach by the Company of any of its material obligations hereunder.


 


(iii)        The
Executive shall provide the Company with reasonable notice and an opportunity to cure any of the events listed in Section 6(g)(ii)
within ninety (90) days of the occurrence of the event 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.


 


(h)          Additional
Limitation. Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment
or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable
regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the
Code, the following provisions shall apply:


 






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(A)         If
the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the federal, state, and local income and
employment taxes payable by the Executive on the amount of the Severance Payments which are in excess of the Threshold Amount,
are greater than or equal to the Threshold Amount, the Executive shall be entitled to the full amount of Severance Payments.


 


(B)         If
the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of
(1) the Excise Tax and (2) the total of the federal, state, and local income and employment taxes on the amount of the Severance
Payments which are in excess of the Threshold Amount, then the Severance Payments shall be reduced (but not below zero) to the
extent necessary so that the sum of all Severance Payments shall not exceed the Threshold Amount. In such event, the Severance
Payments shall be reduced in the following order: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments
subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits. To the
extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological
order.


 


For the purposes of
this Section 6(h) “Threshold Amount” shall mean three (3) times the Executive’s “base amount” within
the meaning of Section 280G (b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and “Excise
Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive
with respect to such excise tax.


 


The determination as
to which of the alternative provisions of this Section 6(h) shall apply to the Executive shall be made by a nationally recognized
accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations
both to the Company and the Executive within fifteen (15) business days of the Date of Termination, if applicable, or at such earlier
time as is reasonably requested by the Company or the Executive. For purposes of determining which of the alternative provisions
of this Section 6(h) above shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate
of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state
and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Executive’s
residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.


 


(i)          No
Mitigation. Without regard to the reason for the termination of the Executive’s employment hereunder, the Executive shall
be under no obligation to mitigate damages with respect to such termination under any circumstances and in the event the Executive
is employed or receives income from any other source, there shall be no offset against the amounts due from the Company hereunder.


 






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(j)          Section
409A.


 


(i)          Anything
in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning
of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under
this Agreement would be considered deferred compensation subject to the twenty percent (20%) additional tax imposed pursuant to
Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable
and such benefit shall not be provided until the date that is the earlier of (A) six (6) months and one (1) day after the Executive’s
separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment
basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month
period but for the application of this provision, and the balance of the installments shall be payable in accordance with their
original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the prime rate reported by The
Wall Street Journal as of the date of separation from service, from such date of separation from service until the payment.


 


(ii)         The
parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision
of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner
so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably
requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations
in order to preserve the payments and benefits provided hereunder without additional cost to either party.


 


(iii)        To
the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation”
under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination
of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.”
The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions
set forth in Treasury Regulation Section 1.409A-1(h).


 


(iv)        The
Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions
of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an
exemption from, or the conditions of, such Section.


 


(k)          Rights
of Executive. Notwithstanding anything to the contrary set forth in this Agreement, upon the termination of the employment
of the Executive with the Company for any reason (with or without Cause), the Executive shall be entitled to receive and retain
(i) his entire vested interest as of the Date of Termination in any 401(k), profit sharing, pension or other benefit plan, (ii)
reimbursement under any medical, dental or other insurance plan for any medical expenses incurred prior to the Date of Termination,
(iii) payment or reimbursement by the Company of any business expenses incurred by the Executive in accordance with Section 5(c)
hereof prior to the Date of Termination, (iv) all of his personal property (including pictures and personal effects) at the Company’s
offices and (v) all of this rights hereunder and under applicable law with respect to his employment with the Company, except as
the same may be released pursuant to the Release.


 






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7.          Non-Competition
and No Solicitation.


 


(a)          Because
the Executive’s services to the Company are special and because the Executive has access to the Company’s confidential
information, during employment and for a period of twenty four (24) months following the Executive’s termination of employment
for any reason, the Executive 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 primarily
engaged in the Designated Industry (as hereinafter defined); provided, however, that nothing herein shall be construed as preventing
the Executive from making passive investments in a Person in the Designated Industry if the securities of such Person are publicly
traded and such investment constitutes less than five percent (5%) 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 partnership, a limited liability company, an estate, a trust and any other
entity or organization; and


 


“Designated
Industry” means the business of providing research and development services, on a fee-for-services basis, to pharmaceutical
and biotechnology companies involved in drug development and discovery, including, without limitation, medicinal chemistry, chemical
development, biocatalysis and analytical chemistry services and services relating to small-scale or large-scale manufacturing and
any other business conducted by the Company during the Executive’s employment with the Company that comprises a major portion
of the Company’s overall business.


 


(c)          For
a period of twenty four (24) months following the termination of this Agreement for any reason, the Executive shall not, directly
or indirectly, alone or as a member of any partnership or limited liability company or entity, or as an officer, director, shareholder,
or employee of any corporation or entity (a) intentionally solicit or otherwise encourage any employee or independent contractor
of the Company to terminate his/her relationship with the Company, or (b) recruit, hire or solicit for employment or for engagement
as an independent contractor, any person who is or was employed by the Company at any time during the two (2) year period immediately
preceding the termination of the Executive’s employment with the Company. This Section 7(c) shall not apply to persons whose
employment and/or retention with the Company has been terminated for a period of twelve (12) months or longer. In addition, the
foregoing provisions of this Section 7(c) shall not restrict the Executive or any such corporation or entity from (a) engaging
in general solicitation efforts not specifically targeted at any such employee or independent contractor of the Company, or (b)
hiring any employee of the Company who responds to any such solicitation effort without any other inducement to leave the employ
of the Company.


 






    	 	11	 



     


    

 


8.          Confidentiality.
In the course of performing services hereunder and otherwise, the Executive has had, and it is anticipated that the Executive 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 Executive 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 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 Executive, or (C) is disclosed in accordance with an order of a court of competent
jurisdiction or applicable law. Upon termination of the Executive’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 Executive’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.          Third-Party
Agreements and Rights. The Executive represents to the Company that the Executive’s execution of this Agreement, the
Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will
not violate any obligations the Executive may have to any previous employer or other party. In the Executive’s work for the
Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such
previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible
embodiments of non-public information belonging to or obtained from any such previous employment or other party.


 


10.         Severability.
In case any of the provisions contained in this 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.


 






    	 	12	 



     


    

 


11.         Litigation
and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the
Company at the Company’s expense 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 Executive
was employed by the Company. The Executive’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 Executive’s employment, the Executive 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 Executive was employed by the Company.
The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s
performance of obligations pursuant to this Section 11. This Section 11 shall survive the termination of this Agreement for any
reason.


 


12.         Specific
Performance. It is specifically understood and agreed that any breach of the provisions of this Agreement, including, without
limitation, Sections 7 and 8 hereof, by the Executive may result in irreparable injury to the Company and its subsidiaries and
affiliates, that the remedy at law alone may be inadequate remedy for such breach and that, in addition to any other remedy it
may have, the Company shall be entitled to seek the specific performance of this Agreement by the Executive 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 agree to
the sole and exclusive jurisdiction of the Supreme Court of the State of New York (Albany County) and the United States District
Court for the Northern District of New York (City of Albany). Accordingly, with respect to any such court action, the Executive
(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.


 


13.         Notices.
All notices, requests, demands and other communications 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.


21 Corporate Circle


Albany, New York 12203-5154


Facsimile: (518) 867-4375


Attention: Board of Directors


 






    	 	13	 



     


    

 


To the Executive, at the address on file with the
Company, with a copy to:


 


Sills Cummis & Gross P.C.


One Riverfront Plaza


Newark, NJ 07102


Attention: Ira A Rosenberg, Esq.


 


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.


 


14.         Amendment;
Waiver. This Agreement shall not be amended, modified or 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.


 


15.         Successors
and Assigns. This Agreement shall inure to the benefit of 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 Executive. The Company shall require
any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would
be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at
or prior to the effectiveness of any succession shall be a material breach of this Agreement.


 


16.         Entire
Agreement. This Agreement constitutes the entire agreement between the parties concerning the subjects hereof and supersedes
all prior understandings and agreements between the parties relating to the subject matter hereof.  


 


17.         Governing
Law. This Agreement shall be construed and regulated in all respects under the laws of the State of New York.


 


18.         Counterparts.
This Agreement may be executed in counterparts, each of 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]


 






    	 	14	 



     


    







 


IN WITNESS WHEREOF, the parties have executed
this Amended Agreement as of the day and year first above written.


 


	 	ALBANY MOLECULAR RESEARCH, INC.
	 	 
	 	By:	/s/ David Deming
	 	Name:  David Deming
	 	Title:  Chairman, Compensation Committee of the Board of Directors
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ William S. Marth
	 	William S. Marth


 






    	 	15	 



     


    

 





Exhibit A


 


SEPARATION AGREEMENT


 


This Separation Agreement
(“Separation Agreement”) is made between WILLIAM S. MARTH (“Executive”) and ALBANY MOLECULAR
RESEARCH, INC. (the “Company,” together with Executive, the “Parties”).


 


WHEREAS, Executive
is serving as the Company’s Chief Executive Officer and President;


 


WHEREAS, the
Parties entered into an Amended Employment Agreement dated February __, 2017 (the “Employment Agreement”);


 


WHEREAS, the
Parties also entered into a Confidentiality and Non-Disclosure Agreement dated September __, 2013 (“Employee Agreement”),
the terms of which expressly survive the termination of Executive’s employment;


 


WHEREAS, Executive
holds options to purchase shares of the Company’s common stock which are both vested and unvested options and are governed
by the Company’s Amended 2008 Stock Option and Incentive Plan (the “Stock Plan”) and associated stock
option agreements and shares of restricted stock which are unvested and are governed by the Stock Plan and associated restricted
stock agreements (collectively “Equity Documents”);


 


WHEREAS, pursuant
the Employment Agreement, the Company has agreed to provide Executive with certain termination benefits (the “Termination
Benefits”) in the event of an involuntary termination; provided that, among other things, the Executive enters into a
Separation Agreement which includes a general release of claims in favor of the Company and related persons and entities;


 


WHEREAS, in
exchange for, among other things, Executive’s agreement to the terms of this Separation Agreement, the Company shall provide
Executive with the Termination Benefits as described below;


 


WHEREAS, the
Non-Contingent Payments set forth in Section 1 and the Termination Benefits set forth in Section 2 are the exclusive source of
payments, benefits and equity rights to Executive in connection with the termination of Executive’s employment. By entering
into this Separation Agreement, which includes the severance pay and benefits set forth in the Employment Agreement, Executive
acknowledges and agrees that he is not entitled to any other severance pay, benefits or equity rights including without limitation
pursuant to any severance plan, or program or arrangement.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 






    	 	16	 



     


    

 


1.    
      Non-Contingent Payments. Executive and the Company acknowledge and agree that
(a) Executive shall continue to remain an active, full-time employee of the Company, receiving base salary and benefits (in each
case at the same amount and level as in effective immediately prior to the date hereof, provided however, that any benefits available
to the Executive may be modified to the extent such benefits are modified for the other members of the executive staff of the
Company), through the earlier of _________________ or the date on which the Company informs the Employee that he no longer must
report to work (the “Termination Date”), (b) the Employee Agreement shall remain in full force and effect in
accordance with their terms, and (c) except as specifically revised by, amended by, or as otherwise set forth in, this Separation
Agreement, the Employment Agreement shall remain in full force and effect in accordance with its terms. On the Termination Date,
the Executive will resign all of his positions with the Company, including any positions as director or officer of any of the
Company’s subsidiaries and will sign any documents reflecting such resignations reasonably requested by the Company. The
Company shall also pay all accrued but unused vacation through the Termination Date, such payment to be made on the first payroll
date following the Termination Date. The Company shall promptly reimburse Executive for any outstanding, reasonable business expenses
that Executive has incurred on the Company’s behalf through the Termination Date, provided the Company receives appropriate
documentation pursuant to the Company’s business expense reimbursement policy.


 


2.           Termination
Benefits. For purposes of the Employment Agreement, Executive’s employment shall be treated as having been terminated
without Cause. Accordingly, in exchange for, among other things, his signing, not revoking and complying with the terms of this
Separation Agreement, the Company agrees to provide Executive with the following Termination Benefits:


 


(a)          the
Company shall continue to pay Executive the base salary that is in effect as of the date hereof for a period commencing on the
first payroll date that occurs thirty (30) days after the Termination Date and continuing through ______________ [insert date
that is 24 months later];1 


 


(b)          the
Company shall pay Executive an amount equal to Executive’s cash bonus, if any, received in respect of the year immediately
preceding the year of termination in equal monthly installments for a period commencing on the first payroll date that occurs
thirty (30) days after the Termination Date and continuing through ______________ [insert date that is 24 months later].1
2


 


(c)          the
Company shall pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate
for the Executive’s title and responsibility, which will be paid in a lump sum to the designated outplacement firm within
thirty (30) days of the Termination Date;


 





 



1
Payment will be made in a lump sum if termination occurs after a Change in Control.


2 If termination occurs after a change in control
the bonus payment will be calculated based on the target bonus payable in the year of termination.



 






    	 	17	 



     


    

 


(d)          
the Company shall provide Executive with health and dental insurance continuation at a level consistent with the level and type
Executive had in place at the Termination Date for a twenty-four (24) month period beginning on the Termination Date; and


 


(e)          any
other equity awards pursuant to the Equity Documents which are not vested on the Termination Date shall cease to vest on the Termination
Date and exercise of such equity awards shall be subject to the terms of the Equity Documents.


 


3.
          General Release.


 


(a)          Executive
irrevocably and unconditionally releases and forever discharges the Company, all of its affiliated and related entities, its and
their respective predecessors, successors and assigns, its and their respective executive benefit plans and the fiduciaries of
such plans, and the current and former officers, directors, stockholders, executives, attorneys, accountants, and agents of each
of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally
from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that,
as of the date when Executive signs this Separation Agreement, he has, ever had, now claims to have or ever claimed to have had
against any or all of the Releasees. This release includes, without implication of limitation, the complete waiver and release
of all Claims of or arising in connection with or for: the Employment Agreement including Claims for breach of express or implied
contract; wrongful termination of employment whether in contract or tort; intentional, reckless, or negligent infliction of emotional
distress; breach of any express or implied covenant of employment, including the covenant of good faith and fair dealing; interference
with contractual or advantageous relations, whether prospective or existing; deceit or misrepresentation; discrimination or retaliation
under state, federal, or municipal law, including, without implication of limitation, Title VII of the Civil Rights Act of
1964, 42 U.S.C. § 2000e et seq., as amended, the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq.,
the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; the New York Executive Law; the New York Constitution;
the New York Labor Law; the New York Civil Rights Law; defamation or damage to reputation; reinstatement; punitive or emotional
distress damages; wages, severance pay, vacation pay, back or front pay or other forms of compensation; and attorney’s fees
and costs. Executive understands that this general release of Claims extends to any and all Claims related to Executive’s
employment by the Company and the termination of his employment and all claims in his capacity as a Company stockholder. Executive
understands that this general release does not release any rights arising under or preserved by this Separation Agreement, any
rights reserved under Section 6(k) of the Employment Agreement or any claims that may arise out of acts or events that occur after
the date on which Executive signs this Separation Agreement. Executive represents that he has not assigned to any third party and
has not filed with any agency or court any Claim released by this Separation Agreement. The Company represents that it is unaware
of any claims, demands, debts, damages and liabilities of any kind that the Company may have against the Executive  as of
the date of this Separation Agreement and that Executive’s willingness to enter into this Separation Agreement and provide
the release set forth in this Section is in consideration, in part, on that representation.


 


(b)          Executive
also agrees to confirm on the Termination Date, in the form of the confirmation attached to this Separation Agreement, that the
general release set forth in Section 3(a) remains in effect and that it also is applicable to any claims which may have arisen
during the period from the execution of this Separation Agreement through the Termination Date.


 






    	 	18	 



     


    

 


4. 
         Communications Regarding Departure and Nondisparagement 
Other than to state the fact that the termination of Executive’s employment has occurred and other public filings
required by law, neither the Company nor Executive will communicate with any of the Company’s current customers,
suppliers or business partners (collectively “Company Contacts”) about his departure from the Company without the
express consent of the other party. Executive further agrees not to make any disparaging statements concerning the Company or
any of its affiliates or current or former officers, directors, shareholders, employees or agents. The executives
and directors of the Company will be instructed not to make any disparaging statements concerning Executive.


 


5.     
     Return of Property. Executive commits to returning to the Company all Company
property, including, without limitation, computer equipment, software, keys and access cards, credit cards, files and any
documents (including computerized data and any copies made of any computerized data or software) containing information
concerning the Company, its business or its business relationships (in the latter two cases, actual or prospective).
Executive further commits to deleting and finally purging any duplicates of files or documents that may contain Company or
customer information from any computer or other device that remains Executive’s property after the Termination Date
(except to the extent any such information was automatically backed up and is not reasonably accessible).


 


6. 
         Restrictive Covenants; Injunctive Relief.
Executive’s obligations set forth in the Employment Agreement, including but not limited to Sections 7 and 8 thereof,
and in Section 5 of this Separation Agreement and those set forth in the Employee Agreement shall be referred to as the
“Restrictive Covenants.” Executive agrees that it would be difficult to measure any harm caused to the Company
that might result from any breach by Executive of any of the Restrictive Covenants, and that in any event money damages would
be an inadequate remedy for any such breach. Accordingly, Executive agrees that if he breaches, or proposes to breach, any
portion of the Restrictive Covenants the Company shall be entitled, in addition to all other remedies it may have, to an
injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to
the Company and without the necessity of posting a bond. In the event that the Company prevails in any action to enforce any
part of the Restrictive Covenants by reason of Executive’s material breach thereof, then Executive also shall be liable
to the Company for attorney’s fees and costs incurred by the Company in enforcing such provision(s).


 


7.    
      Advice of Counsel. This Separation Agreement is a legally binding document
and Executive’s signature will commit Executive to its terms. Executive acknowledges that he has been advised to
discuss all aspects of this Separation Agreement with his attorney, that he has carefully read and fully understands all of
the provisions of this Separation Agreement and that Executive is voluntarily entering into this Separation Agreement.


 






    	 	19	 



     


    

 


8.
          Termination of Termination Benefits. Executive
acknowledges that his right to the Termination Benefits is conditional on his compliance with the Restrictive Covenants. In
the event that Executive fails to comply with any of the Restrictive Covenants, in addition to any other legal or equitable
remedies it may have for such breach, the Company shall have the right to terminate the Termination Benefits set forth in
Section 2 of this Separation Agreement. Such termination of those payments and benefits in the event of such breach by the
Executive shall not affect Executive’s ongoing obligations and shall be in addition to and not in lieu of
the Company’s rights to injunctive relief and other legal and equitable remedies that the Company may have. 


 


9.       
   Time for Consideration; Effective Date. Executive acknowledges that he has been provided with
the opportunity to consider this Separation Agreement for [twenty-one (21)][forty-five (45)] days before signing it.
To accept this Separation Agreement, Executive must return a signed original of this Separation Agreement so that it is
received by ___________ on or before the expiration of this [twenty-one (21)][forty-five (45)] day period. If
Executive signs this Separation Agreement within less than [twenty-one (21)][forty-five (45)] days of the date of its
delivery to him, Executive acknowledges by signing this Separation Agreement that such decision was entirely voluntary and
that he had the opportunity to consider this Separation Agreement for the entire [twenty-one (21)][forty-five (45)]
day period. Executive and the Company agree that any changes or modifications to this Separation Agreement shall not restart
the [twenty-one (21)][forty-five (45)] day period. For a period of seven (7) days from the day of the execution of
this Separation Agreement, Executive shall retain the right to revoke this Separation Agreement by written notice that must
be received by ________________ before the end of such revocation period. This Separation Agreement shall become effective on
the business day immediately following the expiration of the revocation period (the “Effective Date”), provided
that Executive does not revoke this Separation Agreement during the revocation period.


 


10.         Enforceability.
Executive acknowledges that, if any portion or provision of this Separation Agreement or the Restrictive Covenants shall to any
extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder other than those as to which
it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision shall be valid and enforceable
to the fullest extent permitted by law.


 


11.         Entire
Agreement. This Separation Agreement, the Employee Agreement, the Equity Documents, and the Employment Agreement (except
as specifically revised by, amended by, or as otherwise set forth in, this Separation Agreement) constitute the entire agreement
between Executive and the Company concerning Executive’s relationship with the Company, and supersedes and replaces any and
all prior agreements and understandings between the Parties concerning Executive’s relationship with the Company.


 


12.         Waiver.
No waiver of any provision of this Separation Agreement shall be effective unless made in writing and signed by the waiving party.
The failure of either Party to require the performance of any term or obligation of this Separation Agreement, or the waiver by
either Party of any breach of this Separation Agreement, shall not prevent any subsequent enforcement of such term or obligation
or be deemed a waiver of any subsequent breach.


 






    	 	20	 



     


    

 


13.         Taxes.
The Company shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this Separation
Agreement and in connection with other compensation matters to the extent that it reasonably and in good faith determines that
it is required to make such deductions, withholdings and tax reports. Payments under this Separation Agreement shall be in amounts
net of any such deductions or withholdings. Nothing in this Separation Agreement shall be construed to require the Company to make
any payments to compensate Executive for any adverse tax effect associated with any payments or benefits made to Executive in connection
with Executive’s employment with the Company.


 


14.         Governing
Law; Disputes; Interpretation. This Separation Agreement shall be construed and regulated in all respects under the laws
of the State of New York without regard to conflict of law principles. In the event of any dispute, this Separation Agreement is
intended by the Parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed
strictly for or against either Party or the “drafter” of all or any portion of this Separation Agreement.


 


15.         Counterparts.
This Separation Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be
taken to be an original, but all of which together shall constitute one and the same document. Facsimile and pdf signatures shall
be deemed to be of equal force and effect as originals.


 


16.         Section
409A.


 


(a)          Anything
in this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service within the meaning
of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company determines that Executive
is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment
or benefit that Executive becomes entitled to under this Agreement on account of Executive’s separation from service would
be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the
Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit
shall not be provided until the date that is the earlier of (A) six months and one day after Executive’s separation from
service, or (B) Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first
payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for
the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.


 


(b)          To
the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation”
under Section 409A of the Code, and to the extent that such payment or benefit is payable upon Executive’s termination of
employment, then such payments or benefits shall be payable only upon Executive’s “separation from service.”
The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions
set forth in Treasury Regulation Section 1.409A-1(h).


 


(c)          The
parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision
of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner
so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute
a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended,
as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related
rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.


 






    	 	21	 



     


    

 


(d)          The
Company makes no representation or warranty and shall have no liability to Executive or any other person if any provisions of this
Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption
from, or the conditions of, such Section.


 


IN WITNESS WHEREOF,
the Parties, intending to be legally bound, have executed this Separation Agreement on the date(s) indicated below.


 


ALBANY MOLECULAR RESEARCH,
INC.


 


	By:	 	 
	 	Name	 
	 	Title	 


 


Date: __________________


 


I HAVE READ THIS AGREEMENT THOROUGHLY,
UNDERSTAND ITS TERMS AND HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY. I UNDERSTAND THAT THIS AGREEMENT IS A LEGAL DOCUMENT. 


 





	 	 
	WILLIAM S. MARTH	 




 


Date: __________________


 






    	 	22	 



     


    






CONFIRMATION OF RELEASE PROVISION IN
SEPARATION AGREEMENT


 


I, William S. Marth,
acknowledge and agree:


 


1.          I
executed a Separation Agreement dated _____________ with the advice of counsel.


 


2.          Section
3(a) of the Separation Agreement includes a General Release which released Claims (as defined in the Separation Agreement) against
the Releasees (as defined in the Separation Agreement) and was applicable to Claims through the date of execution of the Separation
Agreement.


 


3.          As
provided in Section 3(b) of the Separation Agreement, I confirm that, from the date of execution of the Separation Agreement through
the Termination Date (as defined in the Separation Agreement), Section 3(a) of the Separation Agreement remains in effect and also
applies to any and all Claims which may have accrued against the Releasees (other than excepted rights described in Section 3(a)
of the Separation Agreement) during that period.


 


	 	 	 
	William S. Marth	 	Date


  



    	 	23