syn_ex101-80930.htm


    Exhibit
10.1


    SUMMARY
OF KEY TERMS OF COMPENSATION ARRANGEMENTS WITH SYNTHETECH, INC. EXECUTIVE
OFFICERS

     

    The table
below provides information about key elements of compensation for Synthetech
Inc.’s executive officers for the fiscal year ending March 31,
2009.  In addition to equity compensation, the primary components of
executive officer compensation are base salary and performance bonuses under the
Key Employee Performance Plan (KEPP).

    


    Awards
under the KEPP are determined as a percentage of base salary, with payment based
on achievement of certain performance objectives based on (1) health,
safety and environmental, (2) business strategy, (3) customer service, (4)
purchasing, (5) Sarbanes Oxley Act Compliance, (6) financial reporting, (7)
meeting sales for resale projects, (8) cost improvement and controls and (9)
business performance goals. Payments are calculated based on Synthetech's
performance in meeting the respective objectives, and then multiplied by a
weighted percentage for each objective based on the relative importance of the
objective to the overall goals.  This calculation yields a bonus
percentage for the objective for the applicable participant in the
KEPP.  The sum of the bonus percentages for each objective is
multiplied by the individual's salary percentage and the product is multiplied
by the applicable fiscal 2009 salary, yielding the KEPP
payout.  Weightings vary for specific objectives among participants in
the KEPP, and not all business strategy objectives are applicable to each
participant.

     

    
      Payouts
are based on the score for each individual and the applicable weighting
percentage.  If Earnings Before Interest and Taxes (EBIT) is less than
$450,000 then no bonuses will be awarded for the achievement of any objectives
under the KEPP. Bonus maximums may be increased at the sole discretion of the
Compensation Committee. Based on Synthetech's performance for the first half of
fiscal 2009, it has not accrued any amounts for potential payments under
the KEPP.

       

      The
estimated fiscal 2009 base salaries, ranges of potential bonuses as a percentage
of base salary and the performance objectives for Synthetech's named executive
officers who participate in the KEPP are as follows:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 	 	 	 	 	 	 	 	
                                                              Fiscal
      2009 Target Bonus Allocation

                                                            	 
	
                                                              Name
      and Title

                                                            	 	
                                                              Fiscal

                                                              2009

                                                              Salary

                                                            	 	 	
                                                              Fiscal
      2009 Range of

                                                              Cash

                                                              Incentive
      as a % of Base Salary

                                                            	 	 	
                                                              Health,
      Safety and Environ-mental Objectives

                                                            	 	 	
                                                              Business
      Strategy Objectives

                                                            	 	 	
                                                              Cost
      Improvement and controls

                                                            	 	 	
                                                              Customer
      Service

                                                            	 
	
                                                              Dr.
      Gregory R. Hahn

                                                              President
      and Chief Executive Officer

                                                            	 	$	215,000	 	 	
                                                              0
      to 77%

                                                            	 	 	 	10%	 	 	 	5%	 	 	 	N/A	 	 	 	15%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                              Dr.
      Daniel T. Fagan1

                                                              Chief
      Executive Officer

                                                            	 	$	37,500	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                              Gary
      A. Weber

                                                              Vice
      President of Finance and Administration and Chief Financial
      Officer

                                                            	 	$	145,000	 	 	
                                                              0
      to 58%

                                                            	 	 	 	10%	 	 	 	5%	 	 	 	N/A	 	 	 	N/A	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                              Brett
      Reynolds

                                                              Vice
      President of Sales and Marketing

                                                            	 	$	120,000	 	 	
                                                              0
      to 53%

                                                            	 	 	 	5%	 	 	 	5%	 	 	 	N/A	 	 	 	N/A	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                              Dr.
      Frederic Farkas*

                                                              Director
      of Operations

                                                            	 	$	80,000	 	 	
                                                              0
      to 23%

                                                            	 	 	 	15%	 	 	 	5%	 	 	 	45%	 	 	 	N/A	 


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              	 	 	
                                                                                      Fiscal
      2009 Target Bonus Allocation

                                                                                    	 
	
                                                                                      Name
      and Title

                                                                                    	 	
                                                                                      Purchasing

                                                                                    	 	
                                                                                      SOX
      Compliance

                                                                                    	 	
                                                                                      Financial
      Reporting

                                                                                    	 	
                                                                                      Meet
      Sales for Resale Projects

                                                                                    	 	
                                                                                      Business
      Performance

                                                                                    	 
	
                                                                                      Dr.
      Gregory R. Hahn

                                                                                      President
      and Chief Executive Officer

                                                                                    	
                                                                                        

                                                                                    	
                                                                                      N/A

                                                                                    	 
      	
                                                                                      N/A

                                                                                    	 	
                                                                                      N/A

                                                                                    	 	
                                                                                      N/A

                                                                                    	 	
                                                                                      70%

                                                                                    	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                      Dr.
      Daniel T. Fagan

                                                                                      Chief
      Executive Officer

                                                                                    	 
      	
                                                                                      N/A

                                                                                    	 
      	
                                                                                      N/A

                                                                                    	 	
                                                                                      N/A

                                                                                    	 	
                                                                                      N/A

                                                                                    	 	
                                                                                      N/A

                                                                                    	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                      Gary
      A. Weber

                                                                                      Vice
      President of Finance and Administration and Chief Financial
      Officer

                                                                                    	 
      	
                                                                                      10%

                                                                                    	 
      	
                                                                                      5%

                                                                                    	 	
                                                                                      5%

                                                                                    	 	
                                                                                      N/A

                                                                                    	 	
                                                                                      65%

                                                                                    	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                      Brett
      Reynolds

                                                                                      Vice
      President of Sales and Marketing

                                                                                    	 
      	
                                                                                      N/A

                                                                                    	 
      	
                                                                                      N/A

                                                                                    	 	
                                                                                      N/A

                                                                                    	 	
                                                                                      5%

                                                                                    	 	
                                                                                      85%

                                                                                    	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                      Frederic
      Farkas*

                                                                                      Director
      of Operations

                                                                                    	 
      	N/A	 
      	
                                                                                      N/A

                                                                                    	 	
                                                                                      N/A

                                                                                    	 	
                                                                                      N/A

                                                                                    	 	
                                                                                      35%

                                                                                    	 


                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          

        

      

      1 Dr.
Fagan's term as Chief Executive Officer ended on July 1, 2008.  Dr.
Fagan declined to participate in the 2009 KEPP Bonus Plan.  Dr. Fagan
continues to serve as Chairman of the Board.

      * Dr. Frederic Farkas joined the company
on October 1, 2008.  Any payment he may be entitled to under the KEPP
for fiscal 2009 performance as Director of Operations will be prorated based on
the period from October 1, 2008 until March 31, 2009.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      For each
of the members of senior management listed above, payment of the bonus target is
based on achievement of objectives during the period from April 1, 2008 to March
31, 2009 in the three primary categories listed below and further allocated
based on the following subcategories and percentages, which may vary for each
individual for each category; however the total for each individual adds to
100%:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Health,
      Safety and Environmental Objectives:

                                                	 
      	
                                                  5-15%

                                                
	 	 	 
	
                                                  Recordable
      Injuries

                                                	
                                                  2-5%

                                                	 
      
	
                                                  Lost-Time
      Accidents

                                                	
                                                  2-5%

                                                	 
      
	
                                                  Process
      Safety and Reportable Environmental Incident

                                                	
                                                  1-5%

                                                	 
      
	 
      	 
      	 
      
	
                                                  Business
      Strategy Objectives:

                                                	 
      	
                                                  5-45%

                                                
	 	 	 
	
                                                  Business
      Strategy

                                                	
                                                  5%

                                                	 
      
	
                                                  Customer
      Service

                                                	
                                                  15%

                                                	 
      
	
                                                  Cost
      Controls and Improvements

                                                	
                                                  45%

                                                	 
      
	
                                                  Financial
      Reporting

                                                	
                                                  5%

                                                	 
      
	
                                                  Sarbanes-Oxley 404
      Compliance

                                                	
                                                  5%

                                                	 
      
	
                                                  Purchasing

                                                	
                                                  10%

                                                	 
      
	 
      	 
      	 
      
	
                                                  Business
      Performance Objectives:

                                                	 
      	
                                                  35-85%

                                                
	 	 	 
	
                                                  Achieve
      Sales Target

                                                	
                                                  10-50%

                                                	 
      
	
                                                  Achieve  EBIT
      (earnings before interest and taxes) Target

                                                	
                                                  25-55%

                                                	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      Dr.
Joseph Murphy, Synthetech's Director of Business Development, does not
participate in the KEPP but is subject to a separate sales incentive plan that
pays 1.5% of eligible sales over $0.5 million for the period from September
1, 2008 to August 31, 2009. Under this plan, Dr. Murphy received a bonus of
$63,986 in October 2008.