Exhibit 10.3


 


NON-QUALIFIED
STOCK OPTION AGREEMENT


FOR NON-EMPLOYEES


 


 


UNDER
THE ALBANY MOLECULAR RESEARCH, INC.


1998 STOCK OPTION
AND INCENTIVE PLAN


 


 


Name of Optionee:


Number of Option Shares:


Option Exercise Price per
Share:


[FMV
(Average of high and low sale prices on Grant Date) or 110% of FMV if a 10% Owner]


Grant Date:


Expiration Date:


 


 


Pursuant to the Albany
Molecular Research, Inc. 1998 Stock Option and Incentive Plan, as amended
through the date hereof (the “Plan”), Albany Molecular Research, Inc. (the
“Company”) hereby grants to the Optionee named above
an option (the “Stock Option”) to purchase on or prior to the Expiration Date
specified above all or any part of the number of shares of Common Stock, par
value $.01 per share (the “Stock”), of the Company specified above at the
Option Exercise Price per Share specified above subject to the terms and
conditions set forth herein and in the Plan.


 


1.                                       Vesting
Schedule.  No portion of this Stock
Option may be exercised until such portion shall have vested.  Except as set forth below, and subject to the
discretion of the Administrator (as defined in Section 2 of the Plan) to
accelerate the vesting schedule hereunder and the acceleration of vesting
in accordance with Sections 3(c) and 17 of the Plan, (a) thirty-three
percent (33%) of this Stock Option shall vest and become exercisable on each of
the first, second and third anniversaries of the Grant Date.  Once vested, this Stock Option shall continue
to be exercisable at any time or times prior to the close of business on the
Expiration Date, subject to the provisions hereof and of the Plan.


 


2.                                       Manner
of Exercise.


 


(a)                                  The
Optionee may exercise this Stock Option only in the
following manner:  from time to time on
or prior to the Expiration Date of this Stock Option, the Optionee
may give written notice to the Company of his or her election to purchase some
or all of the vested Option Shares purchasable at the time of such notice.  This notice shall specify the number of
Option Shares to be purchased.


 


Payment of the purchase price for the Option Shares may be made by one
or more of the following methods:  (i) in
cash, by certified or bank check or other instrument acceptable to the 


 





















 


Administrator; (ii) through the delivery (or attestation to the
ownership) of shares of Stock, valued at Fair Market Value on the exercise
date, that have been purchased by the Optionee on the
open market or that have been beneficially owned by the Optionee
for at least six months, and are not then subject to restrictions under any
Company plan, if permitted by the Administrator in its discretion; (iii) by
the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the
Company to pay the purchase price, provided that in the event the Optionee chooses to pay the purchase price as so provided,
the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as
the Administrator shall prescribe as a condition of such payment procedure; (iv) by
the Optionee delivering to the Company a promissory
note if the Board of Directors has expressly authorized the loan of funds to
the Optionee for the purpose of enabling or assisting
the Optionee to effect the exercise of his or her
Stock Option, provided that at least so much of the exercise price as
represents the par value of the Stock shall be paid other than with a
promissory note; or (v) with the consent of the Administrator, a
combination of (i), (ii), (iii) and (iv) above.  Payment instruments will be received subject
to collection.


 


The delivery of certificates representing the Option Shares will be
contingent upon the Company’s receipt from the Optionee
of full payment for the Option Shares, as set forth above and any agreement,
statement or other evidence that the Company may require to satisfy itself that
the issuance of Stock to be purchased pursuant to the exercise of this Stock Option
under the Plan and any subsequent resale of the shares of Stock will be in
compliance with applicable laws and regulations.  In the event an Optionee
chooses to pay the purchase price by previously-owned shares of Stock through
the attestation method described in clause (ii) of the preceding
paragraph, the number of shares of Stock transferred to the Optionee
upon exercise of this Stock Option shall be net of the number of shares
attested to.


 


(b)                                 Certificates
for the shares of Stock purchased upon exercise of this Stock Option shall be
issued and delivered to the Optionee upon compliance
to the satisfaction of the Administrator with all requirements under applicable
laws or regulations in connection with such issuance and with the requirements
hereof and of the Plan.  The
determination of the Administrator as to such compliance shall be final and
binding on the Optionee.  The Optionee shall
not be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Stock subject to this Stock Option unless and
until this Stock Option shall have been exercised pursuant to the terms hereof,
the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s name
shall have been entered as the stockholder of record on the books of the
Company.  Thereupon, the Optionee shall have full voting, dividend and other
ownership rights with respect to such shares of Stock.


 


(c)                                  The
minimum number of shares with respect to which this Stock Option may be
exercised at any one time shall be 100 shares, unless the number of shares with
respect to which this Stock Option is being exercised is the total number of
shares subject to exercise under this Stock Option at the time.


 





















 


(d)                                 Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option
shall be exercisable after the Expiration Date hereof.


 


3.                                       Exercise of Stock Option upon Death.  Upon the death of the Optionee, any Option held by the Optionee
may thereafter be exercised by the Optionee’s legal
representative or legatee on or prior to the Expiration Date, subject to the
provisions hereof and of the Plan.


 


4.                                       Incorporation
of Plan.  Notwithstanding anything
herein to the contrary, this Stock Option shall be subject to and governed by
all the terms and conditions of the Plan. 
In the event of any discrepancy or inconsistency between this Agreement
and the Plan, the terms and conditions of the Plan shall control.  Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is specified
herein.


 


5.                                       Transferability.  This Agreement is personal to the Optionee, 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.  This Stock
Option is exercisable, during the Optionee’s
lifetime, only by the Optionee, or by the Optionee’s legal representative or guardian in the event of
the Optionee’s incapacity.


 


6.                                       Tax Withholding.  The Optionee
shall, not later than the date as of which the exercise of this Stock Option
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 of any kind required by law to be withheld on account of
such taxable event.  Subject to the approval of the Administrator, the Optionee may elect to have such tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Company to withhold
from shares of Stock to be issued, (ii) transferring to the Company, a
number of shares of Stock with an aggregate Fair Market Value (as of the date
the withholding is effected) that would satisfy the withholding amount due, or (iii) in
a combination of (i) and (ii).


 


7.                                       Miscellaneous.


 


(a)                                  Notice
hereunder shall be given to the Company at its principal place of business, and
shall be given to the Optionee 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
Stock Option does not confer upon the Optionee any
rights with respect to continuance of employment by the Company or any
Subsidiary.


 





















 


(c)                                  Pursuant
to Section 15 of the Plan, the Administrator may at any time amend or
cancel any outstanding portion of this Stock Option, but no such action may be
taken which adversely affects the Optionee’s rights
under this Agreement without the Optionee’s consent.


 


(d)                                 This
Agreement may be executed in one or more counterparts, each of which shall be
an original, but all of which shall together constitute one instrument.


 


 


ALBANY MOLECULAR RESEARCH, INC.


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: 

  	
  Mark T. Frost

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer