**Exhibit 10.65**

 

***ImportantNotice:*** Unless this Agreement has already been publicly disclosed pursuant to applicable law, rule or regulation,you are required to keep the provisions of this Agreement confidential and may not discuss it with anyone unless you receive priorwritten consent from the Company, other than (i) discussion with your legal counsel, financial advisor, spouse or spousal equivalent,provided such person(s) abides by the confidentiality provisions herein, or (ii) as may be required by law or any court order. If you (or your legal counsel, financial advisor, spouse or spousal equivalent) violates in any respect this confidentiality requirement,you will not receive any portion of any Retention Bonus (as defined in this Agreement) otherwise payable to you under this Agreementand you shall be required to return any portion of the Retention Bonus which has previously been paid to you within thirty (30)days of written demand from the Company.

 

**RETENTION BONUS AGREEMENT**

 

1.             **Purpose**.This Retention Bonus Agreement (the “Agreement”) is entered into as of May __, 2018 by Aceto Corporation (the “Company”)for the purpose of setting forth the requirements for EMPLOYEE NAME (the “Employee”) to receive additional compensationas an incentive to continue employment with the Company.

 

2.             **Amountand Time of Payment of Retention Bonus**. Employee shall be eligible for a Retention Bonus (the “Retention Bonus”)equal to $(AMOUNT). Subject to the terms and conditions of this Agreement, each Retention Bonus payment, less all applicable withholdingtaxes, will be made on the earlier of (i) the first regularly scheduled payroll date following the applicable Retention Date specifiedin paragraph 4(a) below, or (ii) in the event any portion of the Retention Bonus is payable as a result of Employee’s terminationwithout Cause or Employee’s resignation for Good Reason (each as defined below), in each case on or after July 1, 2018,on the first regularly scheduled payroll date following expiration of any revocation period with respect to the Release (as definedbelow), but in no event later than September 13, 2019. Notwithstanding the foregoing, in the event that a Retention Bonus paymentis due in connection with consummation of a Transaction (as defined below) prior to the Final Retention Date (as defined below),fifty percent (50%) of the Final Installment (as defined below) shall be payable upon consummation of the Transaction and fiftypercent (50%) of the Final Installment shall be payable on the earliest of (i) the 90th day following the date of consummationof the Transaction, (ii) September 13, 2019 or (iii) such date by which payment would be required to be made in order to constitutea “short term deferral” for purposes of Code Section 409A (as defined below)).

 

3.             **Deadline for Acceptance of this Offer**. In order to accept this offer, Employee must sign and return this Agreementto the undersigned not later than May 25, 2018.

 

 

 

4.             **Requirements for Receiving Retention Bonus**.

 

(a)              Employee will be entitled to receive ten percent (10%) of the Retention Bonus on May 31, 2018 (the “First RetentionDate”), fifteen percent (15%) of the Retention Bonus on August 31, 2018 (the “Second Retention Date”), and theremaining seventy-five percent (75%) of the Retention Bonus (the “Final Installment”) on the earlier of (i) the consummationof a Transaction or (ii) September 13, 2019 (“Final Retention Date”), subject to (i) (A) Employee’s continuedemployment with the Company through the applicable Retention Date, or (B) with respect to any amount payable on the Second RetentionDate or payment of the Final Installment, an involuntary termination of Employee’s employment by the Company without Causeor by Employee with Good Reason on or after July 1, 2018, (ii) the terms and conditions of this Agreement, and (iii) Employee’scompliance with the terms and conditions hereof, including, without limitation, Employee’s compliance with the terms andconditions of paragraph 6 below. For the avoidance of doubt, if Employee’s continued employment with the Company is terminatedfor any reason (including, without limitation, by the Company without Cause or by Employee for Good Reason) prior to July 1, 2018,then all rights with respect to any portion of the Retention Bonus under this Agreement not already paid shall automatically beforfeited, without payment of consideration therefor. Notwithstanding anything in this Agreement to the contrary, a transfer ofEmployee’s employment to any affiliate of the Company, including, without limitation, Rising Pharmaceuticals, Inc. (“Rising”)shall not be deemed a termination of employment with the Company for purposes of this Agreement, and after any such transfer, referencesto termination of employment with the Company in this Agreement shall be deemed to refer to the affiliate of the Company that employsEmployee.

 

(b)              Notwithstanding anything in this Agreement to the contrary, if Employee’s employment is terminated by the Companywithout Cause or by the Employee for Good Reason on or following July 1, 2018 but prior to payment of the Final Installment, thenEmployee will be eligible to receive only a pro-rated portion of the Final Installment, in an amount equal to: (i) the amount thatwould have been payable with respect to the Final Installment, absent such termination, multiplied by (ii) a fraction, (x) thenumerator of which is the number of days of Employee’s employment between the date of this Agreement and the date of terminationof Employee’s continued employment, and (y) the denominator of which is the number of days between the date of this Agreementand the earlier of (A) Final Retention Date, and (B) the date of consummation of a Transaction.

 

(c)              Notwithstanding the foregoing Sections 4(a) and 4(b), in the event the Retention Bonus is payable as a result of a terminationof Employee by the Company without Cause or by the Employee for Good Reason, payment of the Retention Bonus shall be subject toEmployee’s execution, delivery, and non-revocation of a general release of claims in form and substance satisfactory to theCompany on or prior to the sixtieth (60th) day following such termination (a “Release”).

 

 

 

 

(d)              For purposes of this Agreement, (i) “Retention Date” means each of the First Retention Date, Second RetentionDate, and Final Retention Date, and (ii) “Transaction” means, in one or a series of transactions:  (A) any “person”(as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as modifiedin Section 13(d) and 14(d) of the Exchange Act) other than (1) the Company or any of its subsidiaries or (2) any employee benefitplan of the Company or any of its subsidiaries, becomes the “beneficial owner” (as defined in Rule 13d-3 of the ExchangeAct), directly or indirectly, of securities of the Company representing more than 50% of the combined voting securities of theCompany then outstanding; (B) the consummation of a merger or consolidation of the Company with any other corporation or entity,other than a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediatelyprior thereto continuing to hold (either by remaining outstanding or by being converted into voting shares of the surviving entity)more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediatelyafter such merger or consolidation; (C) the consummation of the sale, transfer or disposition of all or substantially all of theCompany’s assets on a consolidated basis or (D) the approval by the Company’s shareholders of a plan of complete dissolutionof the Company pursuant to Section 1001 of the N.Y. Business Corporation Law (or any successor statute), in each case, (1) whetheror not such transaction(s) include(s) the sale of the equity, or the assets, of Arsynco, Inc., Aceto Realty, LLC or Acci RealtyCorp. and (2) which results in (A) the repayment, assumption or refinancing of the Second Amended and Restated Credit Agreement,dated as of December 21, 2016, by and among the Company, the other loan parties thereto, JPMorgan Chase Bank, N.A., as administrativeagent, Wells Fargo Bank, National Association, as syndication agent, and the lenders party thereto and the indebtedness outstandingthereunder, as amended from time to time, and (B) the  repayment, assumption, refinancing, discharge or conversion of the2.00% Convertible Senior Notes due 2020 issued and outstanding under the Indenture, dated November 16, 2015 between Aceto Corporationand Citibank, N.A., as amended from time to time.

 

5.             **Forfeiture or Repayment of Retention Bonus**. Notwithstanding the foregoing, if Employee’s employmentis terminated by the Company for Cause after payment of any portion of the Retention Bonus and prior to the Final Retention Date,Employee shall repay to the Company, within 30 days of such termination, the amount of the Retention Bonus previously paid to Employee.

 

(a)              For purposes of this Agreement, “Cause” shall mean and be limited to: (i) the conviction of the Employee forcommitting an act of fraud, embezzlement, theft or other act constituting a felony, or the guilty or nolo contendere pleaof the Employee to such a felony; (ii) fraud, embezzlement, theft or other misappropriation by the Employee of funds or propertyof the Company or any of its subsidiaries; (iii) material neglect, or refusal by the Employee to discharge, perform or observethe Employee’s job duties and responsibilities, provided the Employee has been given written notice of such neglect or refusal,and has not cured such neglect or refusal within thirty (30) business days thereafter; or (iv) a material breach of the Employee’sobligations under this Agreement or any other written agreement with the Company, including (without limitation) any of the covenantsset forth in this Agreement.

 

(b)              For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following eventswithout Employee’s written consent: (i) the material diminution of Employee’s duties, responsibilities and authorities,or any other action by the Company which results in a material diminution in such authority, duties or responsibilities (excludingfor this purpose an isolated and insubstantial action not taken in bad faith); (ii) the Company reduces Employee’s base salarybelow the level of the base salary for the period immediately preceding such change; (iii) the Company requires Employee to relocateto a location that is more than fifty (50) miles from the Company’s Port Washington, New York headquarters or Rising’sSaddle Brook, New Jersey headquarters; or (iv) a material breach of the Company’s obligations under this Agreement or anyother written agreement with Employee. Notwithstanding the foregoing, (i) Employee is required to provide notice of any such conditionto the Company within forty-five (45) days after Employee becomes aware of, or should reasonably be aware of, a condition thatgives Employee the right to terminate his employment with the Company for Good Reason, and the Company will then have ten (10)business days to cure and/or remedy such condition, prior to the existence of such condition being deemed to be “Good Reason,”and (ii) Employee’s termination for Good Reason must occur within one hundred eighty (180) days after Employee becomes awareof a condition that gives the Employee the right to terminate his employment with the Company for Good Reason.

 

 

 

Notwithstanding the foregoing, to the extentEmployee is a party to an employment agreement, offer letter, or similar agreement regarding the provision of services to the Companyor any of its subsidiaries, and such agreement also defines “cause”, “good reason” or a similar term, thenthe meaning set forth in that agreement shall also be considered “Cause” or “Good Reason” for purposesof this Agreement.

 

6.             **Cooperation**. Notwithstanding anything in this Agreement to the contrary, if any transaction is proposed bythe Company’s Board of Directors (the “Board”) that could result in a “Transaction” for purposesof this Agreement, Employee shall support the Transaction and take all such action as may be reasonably requested by the Boardto cause the Transaction to be consummated at the time and on the terms proposed by the Board, including, without limitation, tothe extent requested: (i) reviewing and commenting on confidential offering memoranda or similar documents; (ii) preparing projections;(iii) meeting with representatives of prospective purchasers; (iv) participating in management meetings; (v) assisting in connectionwith the negotiation, documentation and consummation of the proposed transaction; (vi) executing and delivering such agreementsand documents as are customary for similar transactions; (vii) assisting with any formal or informal inquiry, investigation, disciplinaryor other proceeding initiated by any government, regulatory or law enforcement agency in connection with the proposed transactionor any threatened or initiated litigation against the Company whether relating to the Transaction or otherwise; and (viii) anyother transitional matter reasonably requested by the Company.

 

7.             **Effect of Retention Bonus on Other Benefits**. Neither the entrance into this Agreement nor the payment of anyamount hereunder will affect Employee’s benefits under any benefit plan, policy, or arrangement of the Company, except tothe extent expressly provided in any such benefit plan, policy, or arrangement. Without limiting the preceding sentence, the RetentionBonus:

 

 

 

 

8.             **Restrictive Covenants**. Any payment or payments under this Agreement to Employee shall be conditioned uponthe Participant’s compliance with any restrictive covenant (including, without limitation, any non-competition, non-solicitation,non-disparagement, or protection of confidential information covenant) that directly or indirectly benefits the Company (collectively,the “Restrictive Covenants”). If the Participant breaches any such Restrictive Covenant in any material respect, theParticipant shall forfeit, without further action, notice or deed, the Retention Bonus, and upon demand by the Company, the Participantshall promptly repay to the Company any amounts already received under this Agreement.

 

 

1 Note toDraft: Bracketed language only for those with Change in Control Agreements.

 

 

9.             **Offset of Amounts Owed; Withholding**. The Company shall be entitled to deduct or withhold from any RetentionBonus payment made to Employee any amounts Employee owes the Company or any of its affiliates, and any federal, state, local orforeign taxes imposed with respect to Employee’s compensation or other payments from the Company or any of its affiliates.

 

10.           **No Change in Legal Employment Status**. This Agreement and the Retention Bonus are not a contract or guaranteeof employment with the Company and they are not intended to change in any way Employee’s status as an at-will employee subjectto all applicable terms and conditions of Employee’s employment.

 

11.           **No Right to Assign**. Employee may not sell or assign Employee’s right to receive payments hereunder orpledge such payments as security for a loan or otherwise, and any such sale or assignment shall be null and void ab initio.

 

12.           **Successors**. This Agreement is binding on the Company and any direct corporate successor to the Company orits business, and on Employee’s estate, personal representative, guardian or any other person acting in Employee’sinterest.

 

13.           **Governing Law**. This Agreement will be governed by and interpreted under New York law, without regard to thechoice of law provisions thereof. Any and all actions arising out of this Agreement shall be brought and heard in the state andfederal courts located in Nassau County, New York and the parties hereto hereby irrevocably submit to the exclusive jurisdictionof any such courts. THE COMPANY AND THE EMPLOYEE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNINGTHIS AGREEMENT OR ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM AND REPRESENT THAT THEY HAVE CONSULTED WITH COUNSELOF THEIR CHOICE OR HAVE CHOSEN VOLUNTARILY NOT TO DO SO SPECIFICALLY WITH RESPECT TO THIS WAIVER.

 

14.           **Unfunded and Unsecured Status**. To the extent that Employee becomes entitled to receive any payments from theCompany hereunder, such right shall be unfunded and unsecured and payable out of the general assets of the Company as and whensuch amounts are payable hereunder.

 

15.           **Advice of Counsel.** Both parties hereto acknowledge that they have had the advice of counsel before enteringinto this Agreement, have fully read the Agreement and understand the meaning and import of all the terms hereof.

 

16.           **No Rights as a Shareholder.** Employee shall not be entitled to any of the rights or privileges of a shareholderof the Company with respect to the Retention Bonus. Without limitation of the foregoing, the Retention Bonus shall not entitleEmployee to any dividend or voting rights or any other rights of a shareholder of the Company.

 

 

 

17.           **Compliance with Code Section 409A.** The intent of the parties is that payments and benefits under this Agreementcomply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and thisAgreement shall be interpreted and construed in a manner that establishes an exemption from (or compliance with) the requirementsof Code Section 409A. Any terms of this Agreement that are undefined or ambiguous shall be interpreted in a manner that complieswith Code Section 409A to the extent necessary to comply with Code Section 409A. Notwithstanding anything herein to the contrary,(i) if, on the date of termination, Employee is a “specified employee” as defined in Section 409A of the Code, andthe deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employmentis necessary in order to prevent any accelerated or additional tax under Code Section 409A, then the Company will defer the commencementof the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid orprovided to Employee) until the date that is the first business day of the seventh month following the date of termination (orthe earliest date as is permitted under Code Section 409A), and (ii) if any other payments of money or other benefits due to Employeehereunder could cause the application of an accelerated or additional tax under Code Section 409A, such payments or other benefitsshall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A. In the event that paymentsunder this Agreement are deferred pursuant to this Section in order to prevent any accelerated tax or additional tax under CodeSection 409A, then such payments shall be paid at the time specified under this Section without any interest thereon. Notwithstandinganything to the contrary herein, to the extent required by Code Section 409A, a termination of employment shall not be deemed tohave occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or followinga termination of employment unless such termination is also a “separation from service” within the meaning of Section409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “terminationof employment” or like terms shall mean separation from service. Each payment made under this Agreement shall be treatedas a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a seriesof separate payments.

 

18.           **Severability.** If any one or more of the terms, provisions, covenants and restrictions of this Agreement shallbe determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions,covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired orinvalidated and the parties will attempt to agree upon a valid and enforceable provision which shall be a reasonable substitutefor such invalid and unenforceable provision in light of the tenor of this Agreement, and, upon so agreeing, shall incorporatesuch substitute provision in this Agreement. In addition, if any one or more of the provisions contained in this Agreement shallfor any reason be determined by a court of competent jurisdiction to be excessively broad as to duration, geographical scope, activityor subject, it shall be construed, by limiting or reducing it, so as to be enforceable to the extent compatible with then applicablelaw.

 

19.           **Protected Activities**.	 Nothing in this Agreement shall be construed as a waiver by Employee of Employee’sprotected rights under federal, state or local law to, without notice to the Company: (i) communicate or file a charge with a governmentregulator; (ii) participate in an investigation or proceeding conducted by a government regulator; or (iii) receive an award paidby a government regulator for providing information.

 

 

 

20.           **Entire Agreement**. Except as otherwise specifically referenced herein, this Agreement is the entire agreementbetween Employee and the Company concerning the terms of the Retention Bonus, and it supersedes any other oral or written agreementor statement with respect to the subject matter hereof.

 

21.           **Notices**. Any notice or other communication required or permitted hereunder shall be in writing and shall bedelivered personally, faxed, or sent by nationally recognized overnight courier service (with next business day delivery requested).Any such notice or communication shall be deemed given and effective, in the case of personal delivery, upon receipt by the otherparty, in the case of faxed notice, upon transmission of the fax, in the case of a courier service, upon the next business day,after dispatch of the notice or communication. Any such notice or communication shall be addressed as follows:

 

If to the Company to: