Exhibit
10.27
  AMENDED
AND RESTATED
 EMPLOYMENT
AGREEMENT
  This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the
5th
day of August 2008, by and between Albany Molecular Research, Inc., a Delaware
corporation (the “Company”), and Steven R. Hagen, Ph.D. (the
“Executive”).
  WHEREAS,
the Executive is a key employee of the Company;
  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 date hereof; and
  WHEREAS,
the Executive and the Company entered into an Employment Agreement on March 6,
2006, and wish to amend and restate in full such agreement to address issues
raised by Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”).
 
 NOW,
THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties agree as follows:
  1.           Employment.  Subject
to the provisions of this Agreement, the Company hereby employs the Executive
and the Executive accepts such employment upon the terms and conditions
hereinafter set forth.
  2.           Term of
Employment.  The term of the Executive’s employment pursuant to
this Agreement shall commence on and as of the date hereof (the “Effective
Date”) and shall remain in effect for a period of two (2) 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 second
anniversary of the Effective Date and on each subsequent second 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 (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 Vice
President, Pharmaceutical Development and Manufacturing and (i) shall serve as
an Executive of the Company with the title Vice President, Quality and
Analytical Chemistry (ii) shall perform such duties and responsibilities as may
be reasonably determined by Vice President, Pharmaceutical Development and
Manufacturing, consistent with the Executive’s title and position, duties and
responsibilities as an employee of the Company as of the Effective Date;
provided that such duties and responsibilities shall be within the general area
of the Executive’s experience and skills, and (iii) 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, or (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.
  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
Chairman, President and Chief Executive Officer or other appropriate person of
the Company consistent with the general policies and practices of the company;
provided, however, that in no event shall such rate per annum be less than
$220,072.  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.
  (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 terms as may be established in the sole discretion of the
Board of Directors of the Company or the Compensation Committee of the Board of
Directors.
  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.
  2
  (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 employees of the
Company, as in effect from time to time.
  (c)           Vacation.  During
the Term of Employment, the Executive shall receive paid vacation annually 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.
  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 under Section 6(e),
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), 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:
  (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 or 8 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 or 8 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
Chairman, President and Chief Executive Officer, 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.
  3
  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 (A) earned but unpaid Base Salary and (B) the
continued rights of the executive to receive payments due under the Technology
Development Incentive Plan, and (C) 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 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, to perform a major part of 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.  The provisions of the Technology Development Incentive
Plan shall apply to matters related to any technical incentive compensation
being received at the time of disability or death of the Executive.
  (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 and any payments of technology
incentive compensation under the Technology Development Incentive
Plan.
  (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” (as defined in
Section 6(b)) 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.  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 general release of claims in a form and manner satisfactory
to the Company and the lapse of any statutory revocation period, 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 twelve (12) months from the Date of
Termination and shall pay to the Executive in monthly installments over the
year, an amount equal to the Executive’s cash bonus, if any, received in respect
of the immediately preceding year pursuant to Section 4(b) beginning with the
first payroll date that begins thirty (30) days after the Date of
Termination.  The Company shall also pay 100% of the costs to provide
up to three (3) 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
twelve (12) months from the Date of Termination.  Termination of the
Executive without Cause shall not impact the eligibility of the Executive to
receive technology incentive compensation payments due under the provisions of
the Technology Development Incentive Plan.
  4
  (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 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
sixty (60) 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 a general release of claims in a form and
manner satisfactory to the Company and the lapse of any statutory revocation
period, 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 twelve (12) months
from the Date of Termination and shall pay to the Executive in monthly
installments over the next year, an amount equal to the Executive’s cash bonus,
if any, received in respect of the immediately preceding year pursuant to
Section 4(b) beginning with the first payroll date that begins thirty (30) days
after the Date of Termination.  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 twelve (12) months from the Date of
Termination.  Termination of the Executive upon Company breach shall
not impact the eligibility of the executive to receive technology incentive
compensation payments due under the provisions of the Technology Development
Incentive Plan.
  (g)           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).  Upon a Change in Control, the
Executive will become fully vested in any outstanding ISO, Restricted Stock or
other stock grants awarded and become fully vested in all Company contributions
made to the executive’s 401(k), Profit Sharing or other retirement account
(s).
  5
  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 5(e)
or Section 5(f), subject to the Executive signing a general release of claims in
a form and manner satisfactory to the Company and the lapse of any statutory
revocation period, the Company shall pay to the Executive (or the Executive’s
estate, if applicable) a lump sum amount equal to one (1) 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 cash bonus, if any, received in
respect of the immediately preceding year pursuant to Section 4(b) within thirty
(30) days of the Date of Termination.  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 twelve (12) months from the Date of
Termination.  Termination upon Change of Control shall not impact the
eligibility of the Executive to receive technology incentive compensation
payments due under the provisions of the Technology Development Incentive
Plan.
  (i)           “Change
of Control” shall mean the occurrence of any one of the following
events:
  (A)           any
“person” as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Act”) (other than the Company, any of its
subsidiaries, or any trustee, fiduciary or other person or entity holding
securities under any employee benefit plan or trust of the Company or any of its
subsidiaries and other than Thomas E. D’Ambra, Ph.D.), together with all
“affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the
Act) of such person, shall become the “beneficial owner” (as such term is
defined in Rule 13d-3 under the Act), directly or indirectly, of securities of
the Company representing twenty-five percent (25%) or more of the combined
voting power of the Company’s then outstanding securities having the right to
vote in an election of the Company’s Board of Directors (“Voting Securities”)
(in such case other than as a result of an acquisition of securities directly
from the Company);
  (B)           persons
who, as of the Effective Date, constitute the Company’s Board of Directors (the
“Incumbent Directors”) cease for any reason, including, without limitation, as a
result of a tender offer, proxy contest, merger or similar transaction, to
constitute at least a majority of the Board; provided that any person becoming a
director of the Company subsequent to the Effective Date shall be considered an
Incumbent Director if such person’s election was approved by or such person was
nominated for election by either (1) a vote of at least a majority of the
Incumbent Directors or (2) a vote of at least a majority of the Incumbent
Directors who are members of a nominating committee comprised, in the majority,
of Incumbent Directors; but provided further that any such person whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of members of the Board of Directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
person other than the Board, including by reason of agreement intended to avoid
or settle any such actual or threatened contest or solicitation, shall not be
considered an Incumbent Director; or
  6
  (C)           the
stockholders of the Company shall approve (1) any consolidation or merger of the
Company where the stockholders of the Company, immediately prior to the
consolidation or merger, would not, immediately after the consolidation or
merger, beneficially own (as such term is defined in Rule 13d-3 under the Act),
directly or indirectly, shares representing in the aggregate more than fifty
percent (50%) of the voting shares of the corporation issuing cash or securities
in the consolidation or merger (or of its ultimate parent corporation, if any),
(2) any sale, lease, exchange or other transfer (in one transaction or a series
of transactions contemplated or arranged by any party as a single plan) of all
or substantially all of the assets of the Company or (3) any plan or proposal
for the liquidation or dissolution of the Company.
  Notwithstanding
the foregoing, a “Change of Control” shall not be deemed to have occurred for
purposes of the foregoing clause (A) solely as the result of an acquisition of
securities by the Company which, by reducing the number of shares of Voting
Securities outstanding, increases the proportionate number of shares of Voting
Securities beneficially owned by any person to twenty-five percent (25%) or more
of the combined voting power of all then outstanding Voting Securities;
provided, however, that if any person referred to in this sentence shall
thereafter become the beneficial owner of any additional shares of Voting
Securities (other than pursuant to a stock split, stock dividend, or similar
transaction or as a result of an acquisition of securities directly from the
Company), then a “Change of Control” shall be deemed to have occurred for
purposes of the foregoing clause (A).
  (ii)           “Good
Reason” shall mean the occurrence of any of the following:
  (A)           a
material or diminution in the nature or scope of the powers, functions, titles,
duties or responsibilities of the Executive that is adverse to the
Executive;
  (B)           a
breach by the Company of any of its material obligations hereunder;
or
  (C)           the
relocation of the offices at which the Executive is principally employed as of
the Change of Control to a location more than fifty (50) miles from such
offices, which relocation is not approved by the Executive.
  The
Executive shall provide the Company with reasonable notice and an opportunity to
cure any of the events listed in this Section 6(g)(ii) within sixty (60) 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; and
  (iii)           Section
280G.  It is the intention of the Executive and of the Company
that no payments by the Company to or for the benefit of the Executive under
this Agreement or any other agreement or plan, if any, pursuant to which the
Executive is entitled to receive payments or benefits shall be nondeductible to
the Company by reason of the operation of Section 280G of the Code relating to
parachute payments or any like statutory or regulatory
provision.  Accordingly, and notwithstanding any other provision of
this Agreement or any such agreement or plan, if by reason of the operation of
said Section 280G or any like statutory or regulatory provision, any such
payments exceed the amount which can be deducted by the Company, such payments
shall be reduced to the maximum amount which can be deducted by the
Company.  To the extent that payments exceeding such maximum
deductible amount have been made to or for the benefit of the Executive, such
excess payments shall be refunded to the Company with interest thereon at the
applicable Federal rate determined under Section 1274(d) of the Code, compounded
annually, or at such other rate as may be required in order that no such
payments shall be nondeductible to the Company by reason of the operation of
said Section 280G or any like statutory or regulatory provision.  To
the extent that there is more than one method of reducing the payments to bring
them within the limitations of said Section 280G or any like statutory or
regulatory provision, the Executive shall determine which method shall be
followed; provided that if the Executive fails to make such determination within
forty-five (45) days after the Company has given notice of the need for such
reduction, the Company may determine the method of such reduction in its sole
discretion.
  7
  (h)           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.
  (i)           
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 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 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.
  8
  (iii)           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.
 
 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 the Term of
Employment and for a period of twenty four (24) months following the
termination, the Employee 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 in the
Designated Industry (as hereinafter defined); provided, however, that nothing
herein shall be construed as preventing the Employee 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 one percent
(1%) 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 chemistry research and development
services to pharmaceutical and biotechnology companies involved in drug
development and discovery and any and all activities related thereto, including,
without limitation, medicinal chemistry, chemical development, biocatalysis,
analytical chemistry services and small-scale manufacturing and any other
business conducted by the Company during the Employee’s employment with the
Company.
  (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)
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 Executive’s
employment with the Company.  This paragraph shall not apply to
persons whose employment and/or retention with the Company has been terminated
for a period of twenty-four (24) months or longer.
  9
  8.           Confidentiality.  In
the course of performing services hereunder and otherwise, the Employee has had,
and it is anticipated that the Employee 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.           Conflicting
Agreements.  The Executive hereby represents and warrants that
the execution of this Agreement and the performance of his obligations hereunder
will not breach or be in conflict with any other agreement to which he is a
party or is bound, and that he is not now subject to any covenants which would
affect the performance of his obligations hereunder.  As of the
Effective Date, the Executive is not performing any other duties for, and is not
a party to any similar agreement with, any Person competing with the Company or
any of its affiliates.
  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.
  11.           Litigation and Regulatory
Cooperation.  During and after the Executive’s employment, the
Executive shall cooperate fully with the Company 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.
  10
  12.           Arbitration of
Disputes.  Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Albany, New York, in accordance with the rules of the American Arbitration
Association then in effect.  Judgment may be entered in any court
having jurisdiction.  In the event that the Company terminates the
Executive’s employment for cause under Section 6(b) and the Executive contends
that cause did not exist, then the Company’s only obligation shall be to submit
such claim to arbitration and the only issue before the arbitrator will be
whether the Executive was in fact terminated for cause.  If the
arbitrator determines that the Executive was not terminated for cause by the
Company, then the only remedies that the arbitrator may award are (i) payment of
amounts which would have been payable if the Executive’s employment had been
terminated under Section 6(e), (ii) the costs of arbitration, (iii) the
Executive’s attorneys’ fees, and (iv) all rights and benefits granted or in
effect with respect to the Executive under the Company’s stock option plans and
agreements with the Executive pursuant thereto, with the vesting and exercise of
any stock options and the forfeit ability of any stock-based grants held by the
Executive to be governed by the terms of such plans and the related agreements
between the Executive and the Company.  If the arbitrator finds that
the Executive’s employment was terminated for cause, the arbitrator will be
without authority to award the Executive anything, and the parties will each be
responsible for their own attorneys’ fees, and they will divide the costs of
arbitration equally.  Furthermore, should a dispute occur concerning
the Executive’s mental or physical capacity as described in 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 12 shall survive the termination of this
Agreement for any reason.
  13.           Specific
Performance.  Notwithstanding Section 12 hereof, 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 is likely to result in irreparable injury to the Company and its
subsidiaries and affiliates, that the remedy at law alone will be inadequate
remedy for such breach and that, in addition to any other remedy it may have,
the Company shall be entitled to enforce 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.
  11
  14.           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
  To the
Executive, to the address on file with the Company.
  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.
  15.           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.
  16.           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.
  17.           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.
  18.           Governing
Law.  This Agreement shall be construed and regulated in all
respects under the laws of the State of New York.
  12
  19.           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]
  13
  IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
  ALBANY
      MOLECULAR RESEARCH, INC.By:
              /s/ Thomas D’AmbraDr.
      Thomas E. D’Ambra, Ph.D.EXECUTIVE:/s/ Steven R. HagenSteven
      R. Hagen, Ph.D.