**Exhibit 10.1**

**AMENDEDAND RESTATED**

**EMPLOYMENT AGREEMENT**

ThisAMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made this 30thday of June 2006, by and between Albany Molecular Research, Inc., a Delawarecorporation (the “Company”), and Thomas E. D’Ambra, Ph.D. (the “Executive”).

WHEREAS,the Executive is an officer and key employee of the Company;

WHEREAS,the parties hereto desire to assure that the Executive’s knowledge andfamiliarity with the business of the Company will continue to be available tothe Company after the date hereof; and

WHEREAS,the Executive and the Company entered into an Employment Agreement on May 5,2006, and wish to amend and restate in full such agreement as of the datehereof.

NOW,THEREFORE, in consideration of the mutual promises and covenants hereincontained, the parties agree as follows:

1.             Employment. Subject to theprovisions of Section 6, the Company hereby employs the Executive and theExecutive accepts such employment upon the terms and conditions hereinafter setforth.

2.             Term of Employment. The termof the Executive’s employment pursuant to this Agreement shall commence on andas of the date hereof (the “Effective Date”) and shall remain in effect for aperiod of three (3) years from the Effective Date (the “Term”). The Term shallbe renewed automatically for periods of two (2) years (each a “Renewal Term”) commencing at the third anniversary ofthe Effective Date and on each subsequent anniversary thereafter, unless noticethat this Agreement will not be extended is given by either the Executive orthe Company not less than one-hundred (180) days prior to the expiration of theTerm (as extended by any Renewal Term); provided that if the Companyelects not to extend this Agreement for any reason, the Executive shall receivethe payments set forth in Section 6(e). The period during which the Executiveserves as an employee of the Company in accordance with and subject to theprovisions of this Agreement is referred to in this Agreement as the “Term ofEmployment.”

3.             Capacity.

(a)           Duties. During the Term ofEmployment, the Executive shall report directly to the Board of Directors ofthe Company and (i) shall serve****as anexecutive officer of****the Companywith the title****Chairman, Chief Executive Officerand President, subject to election by the Board of Directors of the Company,(ii) shall perform such duties and responsibilities as may be reasonablydetermined by the Board of Directors of the Company consistent with theExecutive’s title and position, duties and responsibilities as an executiveofficer of the Company as of the Effective Date; provided that suchduties and responsibilities shall be within the general area of the Executive’sexperience and skills, (iii) upon the request of the Board of Directors of theCompany, shall serve as an officer and/or director of the Company and any ofits subsidiaries or affiliates (provided that the Company shallindemnify the Executive for liabilities incurred as such in accordance with itscurrent practices to the fullest extent permitted by applicable law); and (iv)shall render all services incident to the foregoing.

(b)           Extent of Service. TheExecutive agrees to diligently serve the interests of the Company and shalldevote substantially all of his working time, attention, skill and energies tothe advancement of the interests of the Company and its subsidiaries andaffiliates and the performance of his duties and responsibilities hereunder; providedthat nothing in this Agreement shall be construed as preventing the Executivefrom (i) investing the Executive’s assets in any entity in a manner notprohibited by Section 7 and in such form or manner as shall not require anymaterial activities on the Executive’s part in connection with the operationsor affairs of the entities in which such investments are made, or (ii) engagingin religious, charitable or other community or non-profit activities that donot impair the Executive’s ability to fulfill the Executive’s duties andresponsibilities under this Agreement.

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4.             Compensation.

(a)           Salary. During the Term ofEmployment, the Company shall pay the Executive a salary (the “Base Salary”) atan annual rate as shall be determined from time to time by the Board ofDirectors of the Company or the Compensation Committee of the Board ofDirectors consistent with the general policies and practices of the Company andsubject to periodic review in accordance with the policies and practices of theCompany; provided, however, that in no event shall such rate perannum be less than $350,000.00. Such salary shall be subject to withholdingunder applicable law and shall be payable in periodic installments inaccordance with the Company’s usual practice for its senior executives, as ineffect from time to time.

(b)           Bonus. Commencing on the firstannual compensation determination date established by the Company during theTerm of Employment and on each such date thereafter, the Company shall reviewthe performance of the Company and of the Executive during the prior year, andthe Company may provide the Executive with additional compensation as a bonusin accordance with any bonus plan then in effect from time to time for seniorexecutives of the Company. Any such bonus plan shall have such terms as may beestablished in the sole discretion of the Board of Directors of the Company orthe Compensation Committee of the Board of Directors.

5.             Benefits.

(a)           Regular Benefits. During theTerm of Employment, the Executive shall be entitled to participate in any andall medical, dental, pension and life insurance plans, disability income plansand other employee benefit plans as in effect from time to time for seniorexecutives of the Company. Such participation shall be subject to (i) the termsof the applicable plan documents, (ii) generally applicable policies of theCompany and (iii) the discretion of the Board of Directors of the Company orthe administrative or other committee provided for in, or contemplated by, suchplan. Compliance with this Section 5(a) shall in no way create or be deemed tocreate any obligation, express or implied, on the part of the Company or anysubsidiary or affiliate of the Company with respect to the continuation of anybenefit or other plan or arrangement maintained as of or prior to the EffectiveDate or the creation and maintenance of any particular benefit or other plan orarrangement at any time after the Effective Date.

(b)           Reimbursement of Expenses. TheCompany shall promptly reimburse the Executive for all reasonable businessexpenses incurred by the Executive during the Term of Employment in accordancewith the Company’s practices for senior executives of the Company, as in effectfrom time to time.

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

6.             Termination of Employment. Notwithstandingthe provisions of Section 2, the Executive’s employment under this Agreementshall terminate under the following circumstances set forth in this Section 6.

Forpurposes of this Agreement, “Date of Termination” means (i) if theExecutive’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 tohis permanent disability as provided in Section 6(c), the date on which noticeof termination is given; (iii) if the Executive’s employment is terminatedunder Section 6(e), sixty (60) days after the date on which notice oftermination is given; and (iv) if the Executive’s employment is terminatedunder Section 6(f), the date on which the applicable cure period expires.

(a)           Mutual Consent. The Executive’semployment under this Agreement may be terminated at any time by the mutualconsent of the Executive and the Company on such terms as both parties shallmutually agree.

(b)           Termination by the Company forCause. The Executive’s employment under this Agreement may be terminated bythe Company for Cause at any time upon written notice to the Executive withoutfurther liability on the part of the Company. For purposes of this Agreement, atermination shall be for Cause if:

(i)            the Executive shall commit an act offraud, embezzlement, misappropriation or breach of fiduciary duty against theCompany or any of its subsidiaries or affiliates or shall be convicted by acourt of competent jurisdiction or shall plead guilty or nolo contendere to anyfelony or any crime involving moral turpitude;

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

(iii)          the Executive shall commit a materialbreach of any of the covenants, terms or provisions hereof (other than pursuantto 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 reasonablewritten instructions from the Company’s Board of Directors CompensationCommittee or other appropriate governing committee which are consistent withthe terms and conditions of this Agreement or shall have deliberately,willfully, substantially and continuously failed to perform the Executive’sduties hereunder, after written notice and under circumstances effectivelyconstituting a voluntary resignation of the Executive’s position with the Company.

Upontermination for Cause as provided in this Section 6(b), all obligations of theCompany under this Agreement shall thereupon immediately terminate other thanany obligations with respect to (A) earned but unpaid Base Salary and (B) thecontinued rights of the Executive to receive payments due under the TechnologyDevelopment Incentive Plan. The Company shall have any and all rights andremedies under this Agreement and applicable law.

(c)           Death; Disability. TheExecutive’s employment under this Agreement may be terminated by the Companyupon the earlier of death or permanent disability (as defined below) of theExecutive continuing for a period of one hundred eighty (180) days. Upon anysuch termination of the Executive’s employment, all obligations of the Companyunder this Agreement shall thereupon immediately terminate other than anyobligations with respect to (i) earned but unpaid salary through the Date ofTermination; provided that Base Salary payments as provided by Section4(a) shall continue to be made to the Executive (or his estate) through theTerm (as extended by any Renewal Term) but only if and to the extent paymentsto the Executive or his estate under any applicable disability or lifeinsurance policy is less than the amount the Executive would otherwise receiveas Base Salary hereunder, (ii) bonus payments with respect to the calendar yearwithin which such termination occurred on the basis of and to the extentcontemplated in any bonus plan then in effect with respect to senior executiveofficers of the Company, pro-rated on the basis of the number of days of theExecutive’s actual employment hereunder during such calendar year through theDate of Termination, and (iii) in the case of permanent disability,continuation at the Company’s expense of health insurance benefits (medical anddental) until the****first anniversary of the Date ofTermination to the extent permitted under the Executive’s group healthinsurance policy. As used herein, the term “permanent disability” or “permanentlydisabled” means the inability of the Executive, by reason of injury, illness orother similar cause, after reasonable accommodation by the Company, to performa major part of his duties and responsibilities in connection with the conductof the business and affairs of the Company. The Company shall provide writtennotice to the Executive of the termination of his employment hereunder due topermanent disability. The provisions of the Technology Development IncentivePlan shall apply to matters related to any technical incentive compensationbeing received at the time of disability or death of the executive.

(d)           Voluntary Termination by theExecutive. At any time during the Term of Employment, the Executive mayterminate his employment under this Agreement upon sixty (60) days’ priorwritten notice to the Company. Upon termination by the Executive as provided inthis Section 6(d), all obligations of the Company under this Agreement shallthereupon immediately terminate other than any obligations with respect toearned but unpaid Base Salary and any payments of technology incentivecompensation under the Technology Development Incentive Plan.

(e)           Termination by the Company WithoutCause. The Executive’s employment under this Agreement may be terminated bythe Company at any time without Cause by the Company upon sixty (60) days’prior written notice to the Executive. Upon any such termination of theExecutive’s employment, all obligations of the Company under this Agreementshall thereupon immediately terminate other than any obligations with respectto 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 andmanner satisfactory to the Company and the lapse of any statutory revocationperiod, the Company shall continue to pay the Executive his Base Salary at therate then in effect pursuant to Section 4(a) for a period of two (2) years fromthe Date of Termination and shall pay to the Executive in monthly installmentsover each year of the two (2) year period, an amount equal to the Executive’scash bonus, if any, received in respect of the year immediately preceding theyear of termination pursuant to Section 4(b). The Company shall also pay 100%of the costs to provide up to twelve (12) months of outplacement supportservices at a level appropriate for the Executive’s title and responsibilityand provide the Executive 

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with health anddental insurance continuation at a level consistent with the level and type theExecutive had in place at the time of termination for a period of thirty-six(36) months from the date of termination. Termination of the Executive withoutCause shall not impact the eligibility of the Executive to receive technologyincentive compensation payments due under the provisions of the TechnologyDevelopment Incentive Plan.

(f)            Termination by the Executive uponCompany Breach. The Executive shall have the right to terminate hisemployment hereunder upon written notice to the Company in the event of (i) amaterial adverse change or diminution in the nature or scope of the powers,functions, titles, duties or responsibilities of the Executive that is adverseto the Executive or (ii) a breach by the Company of any of its materialobligations hereunder, in each case after the Executive has given writtennotice to the Company specifying such default by the Company and giving theCompany a reasonable time, not less than thirty (30) days, to conform itsperformance to its obligations hereunder. The failure of the Executive to givenotice of any of the foregoing events shall not under any circumstancesconstitute a waiver of the Executive’s right to terminate his employment andreceive the amounts payable under this Section 6(f). Upon any such terminationof the Executive’s employment, all obligations of the Company under thisAgreement shall thereupon immediately terminate other than any obligations withrespect to earned but unpaid Base Salary and bonus under Section 4. Inaddition, subject to the Executive signing a general release of claims in aform and manner satisfactory to the Company and the lapse of any statutoryrevocation period, the Company shall continue to pay the Executive his BaseSalary at the rate then in effect pursuant to Section 4(a) for a period of two(2) years from the Date of Termination and shall pay to the Executive inmonthly installments over each year of the two (2) year period, an amount equalto the Executive’s cash bonus, if any, received in respect of the yearimmediately preceding the year of termination pursuant to Section 4(b). TheCompany shall also pay 100% of the costs to provide up to twelve (12) months ofoutplacement support services at a level appropriate for the Executive’s titleand responsibility and provide the Executive with health and dental insurancecontinuation at a level consistent with the level and type the Executive had inplace at the time of termination for a period of thirty-six (36) months fromthe date of termination. Termination of the Executive upon Company breach shallnot impact the eligibility of the Executive to receive technology incentivecompensation payments due under the provisions of the Technology DevelopmentIncentive Plan.

(g)           Termination Pursuant to a Changeof Control. If there is a Change of Control, as defined below, during theTerm of Employment, the provisions of this Section 6(g) shall apply and shallcontinue to apply throughout the remainder of the Term (as extended by anyRenewal Term). Upon a Change in Control, the Executive will become fully vestedin any outstanding stock options, Restricted Stock or other stock grantsawarded and become fully vested in all Company contributions made to theExecutive’s 401(k), Profit Sharing or other retirement account(s). If, withintwo (2) years following a Change of Control, the Executive’s employment isterminated by the Company without Cause (in accordance with Section 6(b) above)or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below),in lieu of any severance and other benefits payable under Section 6(e) orSection 6(f), subject to the Executive signing a general release of claims in aform and manner satisfactory to the Company and the lapse of any statutoryrevocation period, the Company shall pay to the Executive (or the Executive’sestate, if applicable) a lump sum amount equal to three (3) times the sum of(x) the Executive’s Base Salary at the rate then in effect pursuant to Section4(a), plus (y) an amount equal to the Executive’s cash bonus, if any,received in respect of the year immediately preceding the year of terminationpursuant to Section 4(b). The Company shall also pay 100% of the costs toprovide up to twelve (12) months of outplacement support services at a levelappropriate for the Executive’s title and responsibility and provide theExecutive with health and dental insurance continuation at a level consistentwith the level and type the Executive had in place at the time of terminationfor a period of thirty-six (36) months from the date of termination. Terminationupon a Change of Control shall not impact the eligibility of the Executive toreceive technology incentive compensation payments due under the provisions ofthe Technology Development Incentive Plan.

(i)            “Change of Control” shallmean the occurrence of any one of the following events:

(A)          any “person” as such term is used inSections 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 employeebenefit plan or trust of the Company or any of its subsidiaries and other thanThomas E. D’Ambra, Ph.D.), together with all “affiliates” and “associates” (assuch terms are defined in Rule 12b-2 under the Act) of such person, shallbecome the “beneficial owner” (as such term is defined in Rule 13d-3 under theAct), directly or indirectly, of securities of the Company representingtwenty-five percent (25%) or more of the combined voting power of the Company’sthen outstanding securities having the right to vote in an election of theCompany’s Board of Directors (“Voting Securities”) (in such case other than asa result of an acquisition of securities directly from the Company);

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(B)           persons who, as of the EffectiveDate, constitute the Company’s Board of Directors (the “Incumbent Directors”)cease for any reason, including, without limitation, as a result of a tenderoffer, proxy contest, merger or similar transaction, to constitute at least amajority of the Board; provided that any person becoming a director ofthe Company subsequent to the Effective Date shall be considered an IncumbentDirector if such person’s election was approved by or such person was nominatedfor election by either (1) a vote of at least a majority of the IncumbentDirectors or (2) a vote of at least a majority of the Incumbent Directors whoare members of a nominating committee comprised, in the majority, of IncumbentDirectors; but providedfurther that any such person whoseinitial assumption of office is in connection with an actual or threatenedelection contest relating to the election of members of the Board of Directorsor other actual or threatened solicitation of proxies or consents by or onbehalf of a person other than the Board, including by reason of agreementintended to avoid or settle any such actual or threatened contest orsolicitation, shall not be considered an Incumbent Director; or

(C)           consummation of (1) any consolidationor merger of the Company where the stockholders of the Company, immediatelyprior to the consolidation or merger, would not, immediately after theconsolidation or merger, beneficially own (as such term is defined in Rule13d-3 under the Act), directly or indirectly, shares representing in the aggregatemore than fifty percent (50%) of the voting shares of the corporation issuingcash or securities in the consolidation or merger (or of its ultimate parentcorporation, if any), or (2) any sale, lease, exchange or other transfer (inone transaction or a series of transactions contemplated or arranged by anyparty as a single plan) of all or substantially all of the assets of theCompany; or

(D)          the stockholders of the Company shallapprove any plan or proposal for the liquidation or dissolution of the Company.

Notwithstandingthe foregoing, a “Change of Control” shall not be deemed to have occurred forpurposes of the foregoing clause (A) solely as the result of an acquisition ofsecurities by the Company which, by reducing the number of shares of Voting Securitiesoutstanding, increases the proportionate number of shares of Voting Securitiesbeneficially owned by any person to twenty-five percent (25%) or more of thecombined voting power of all then outstanding Voting Securities; provided,however, that if any person referred to in this sentence shallthereafter become the beneficial owner of any additional shares of VotingSecurities (other than pursuant to a stock split, stock dividend, or similartransaction or as a result of an acquisition of securities directly from theCompany), then a “Change of Control” shall be deemed to have occurred forpurposes of the foregoing clause (A).

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

(A)          a material adverse change ordiminution in the nature or scope of the powers, functions, titles, duties orresponsibilities of the Executive that is adverse to the Executive;

(B)           a breach by the Company of any of itsmaterial obligations hereunder;

(C)           the failure by the Company to obtainan effective agreement from any successor to assume and agree to perform thisAgreement; or

(D)          the relocation of the offices at whichthe Executive is principally employed as of the Change of Control to a locationmore than fifty (50) miles from such offices, which relocation is not approvedby the Executive.

(iii)          The Executive shall provide theCompany with reasonable notice and an opportunity to cure any of the eventslisted in Section 6(g)(ii) and shall not be entitled to compensation pursuantto this Section 6(g) unless the Company fails to cure within a reasonableperiod of not less than thirty (30) days; and

(h)           GrossUp Payment.

(i)            In the event it shall be determinedthat any compensation, payment or distribution by the Company to or for thebenefit of the Executive, whether paid or payable or distributed ordistributable pursuant to the terms of this Agreement or otherwise (the “SeverancePayments”), would be subject to the excise tax imposed by Section 4999 of 

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the InternalRevenue Code of 1986, as amended (the “Code”), or any interest or penalties areincurred by the Executive with respect to such excise tax (such excise tax,together with any such interest and penalties, are hereinafter collectivelyreferred to as the “Excise Tax”), then the Executive shall be entitled toreceive an additional payment (a “Gross-Up Payment”) such that the net amountretained by the Executive, after deduction of any Excise Tax on the SeverancePayments, any Federal, state, and local income tax, employment tax and ExciseTax upon the payment provided by this subsection, and any interest and/orpenalties assessed with respect to such Excise Tax, shall be equal to theSeverance Payments.

(ii)           Subject to the provisions ofsubsection (iii) below, all determinations required to be made under thissubsection (ii), including whether a Gross-Up Payment is required and theamount of such Gross-Up Payment, shall be made by a nationally recognizedaccounting firm selected by the Company (the “Accounting Firm”), which shallprovide detailed supporting calculations both to the Company and the Executivewithin fifteen (15) business days of the Date of Termination, if applicable, orat such earlier time as is reasonably requested by the Company or the Executive.For purposes of determining the amount of the Gross-Up Payment, the Executiveshall be deemed to pay Federal income taxes at the highest marginal rate ofFederal income taxation applicable to individuals for the calendar year inwhich the Gross-Up Payment is to be made, and state and local income taxes atthe highest marginal rates of individual taxation in the state and locality ofExecutive’s residence on the date of the Terminating Event, net of the maximumreduction in Federal income taxes which could be obtained from deduction ofsuch state and local taxes. The initial Gross-Up Payment, if any, as determinedpursuant to this subsection (ii), shall be paid to the Executive within five(5) days of the receipt of the Accounting Firm’s determination. Anydetermination by the Accounting Firm shall be binding upon the Company and theExecutive. As a result of the uncertainty in the application of Section 4999 ofthe Code at the time of the initial determination by the Accounting Firmhereunder, it is possible that Gross-Up Payments which will not have been madeby the Company should have been made (an “Underpayment”). In the event that theCompany exhausts its remedies pursuant to subsection (iii) below and theExecutive thereafter is required to make a payment of any Excise Tax, theAccounting Firm shall determine the amount of the Underpayment that hasoccurred, consistent with the calculations required to be made hereunder, andany such Underpayment, and any interest and penalties imposed on theUnderpayment and required to be paid by the Executive in connection with theproceedings described in subsection (iii) below, shall be promptly paid by theCompany to or for the benefit of the Executive.

(iii)          The Executive shall notify the Companyin writing of any claim by the Internal Revenue Service that, if successful,would require the payment by the Company of the Gross-up Payment. Suchnotification shall be given as soon as practicable but no later than ten (10)business days after the Executive knows of such claim and shall apprise theCompany of the nature of such claim and the date on which such claim isrequested to be paid. The Executive shall not pay such claim prior to theexpiration of the thirty (30)-day period following the date on which he givessuch notice to the Company (or such shorter period ending on the date that anypayment of taxes with respect to such claim is due). If the Company notifiesthe Executive in writing prior to the expiration of such period that it desiresto contest such claim, provided that the Company has set aside adequatereserves to cover the Underpayment and any interest and penalties thereon thatmay accrue, the Executive shall: (A) give the Company any informationreasonably requested by the Company relating to such claim, (B) take suchaction in connection with contesting such claim as the Company shall reasonablyrequest in writing from time to time, including, without limitation, acceptinglegal representation with respect to such claim by an attorney selected by theCompany, (C) cooperate with the Company in good faith in order to effectivelycontest such claim, and (D) permit the Company to participate in anyproceedings relating to such claim; provided, however, that the Company shallbear and pay directly all costs and expenses (including additional interest andpenalties) incurred in connection with such contest and shall indemnify andhold the Executive harmless, on an after-tax basis, for any Excise Tax orincome tax, including interest and penalties with respect thereto, imposed as aresult of such representation and payment of costs and expenses. Withoutlimitation on the foregoing provisions of this subsection (iii), the Companyshall control all proceedings taken in connection with such contest and, at itssole option, may pursue or forego any and all administrative appeals,proceedings, hearings and conferences with the taxing authority in respect ofsuch claim and may, at its sole option, either direct the Executive to pay thetax claimed and sue for a refund or contest the claim in any permissible manner,and the Executive agrees to prosecute such contest to a determination beforeany administrative tribunal, in a court of initial jurisdiction and in one ormore appellate courts, as the Company shall determine; provided, however, thatif the Company directs the Executive to pay such claim and sue for a refund,the Company shall advance the amount of such payment to the Executive on aninterest-free basis (to the extent not prohibited by applicable law) and shallindemnify and hold the Executive harmless, on an after-tax basis, from anyExcise Tax or income tax, including interest or penalties with respect thereto,imposed with respect to such advance or with respect to any imputed income withrespect to such advance; and further provided that any extension of the statuteof limitations relating to payment of taxes for the taxable year of theExecutive with respect to which such contested amount is claimed to be due islimited solely to such contested amount. 

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Furthermore, theCompany’s control of the contest shall be limited to issues with respect towhich a Gross-Up Payment would be payable hereunder and the Executive shall beentitled to settle or contest, as the case may be, any other issues raised bythe Internal Revenue Service or any other taxing authority.

(iv)          If, after the receipt by the Executiveof an amount advanced by the Company pursuant to subsection (iii) above, theExecutive becomes entitled to receive any refund with respect to such claim,the Executive shall (subject to the Company’s complying with the requirementsof subsection (iii) above) promptly pay to the Company the amount of suchrefund (together with any interest paid or credited thereon after taxesapplicable thereto). If, after the receipt by the Executive of an amount advancedby the Company pursuant to subsection (iii) above, a determination is made thatthe Executive shall not be entitled to any refund with respect to such claimand the Company does not notify the Executive in writing of its intent tocontest such denial of refund prior to the expiration of thirty (30) days aftersuch determination, then such advance shall be forgiven and shall not berequired to be repaid and the amount of such advance shall offset, to theextent thereof, the amount of Gross-Up Payment required to be paid.

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

(j)            Section 409A. Notwithstandinganything herein to the contrary, if at the time of the Executive’s terminationof employment with the Company, the Executive is a “specified employee” withinthe meaning of Section 409A of the Code and the Company notifies the Executivethat, based on the advice of counsel, the deferral of the commencement of anyseverance benefits payable under this Agreement is necessary in order to complywith Section 409A of the Code, then the Company shall defer the commencement ofthe severance benefits (without any reduction) by a period of at least sixmonths after the Executive’s termination of employment and any payments sodeferred shall earn interest calculated at the prime rate of interest reportedby The Wall Street Journal as of the date of termination. Any severancebenefits that would have been paid during such six-month period but for theprovisions of the preceding sentence shall be paid in a lump sum to theExecutive six (6) months and one (1) day after the Executive’s termination ofemployment. The provisions of this Section 6(j) shall apply only to the extentrequired to avoid the Executive’s incurrence of any accelerated or additionaltax under Section 409A of the Code.

7.             Non-Competition and NoSolicitation.

(a)           Because the Executive’s services tothe Company are special and because the Executive has access to the Company’sconfidential information, during the Term of Employment and for a period oftwenty four (24) months following the termination, the Executive shall not,without the express written consent of the Company, directly or indirectly,engage, participate, invest in, be employed by or assist, whether as owner,part-owner, shareholder, partner, director, officer, trustee, employee, agentor consultant, or in any other capacity, any Person (as hereinafter defined)other than the Company and its affiliates in the Designated Industry (ashereinafter defined); provided, however, that nothing herein shall be construedas preventing the Executive from making passive investments in a Person in theDesignated Industry if the securities of such Person are publicly traded andsuch investment constitutes less than one percent (1%) of the outstandingshares of capital stock or comparable equity interests of such Person.

(b)           For purposes of this Agreement, thefollowing terms have the following meanings:

“Person”means an individual, a corporation, an association, a partnership, a limitedliability company, an estate, a trust and any other entity or organization; and

“DesignatedIndustry” means the business of providing chemistry research anddevelopment services to pharmaceutical and biotechnology companies involved indrug 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 andany other business conducted by the Company during the Executive’s employmentwith the Company.

(c)           For a period of twenty four (24)months following the termination of this Agreement for any reason, theExecutive shall not, directly or indirectly, alone or as a member of anypartnership 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 

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employee orindependent contractor of the Company to terminate his/her relationship withthe Company, or (b) recruit, hire or solicit for employment or for engagementas an independent contractor, any person who is or was employed by the Companyat any time during the Executive’s employment with the Company. This paragraphshall not apply to persons whose employment and/or retention with the Companyhas been terminated for a period of twenty four (24) months or longer.

8.             Confidentiality. In thecourse of performing services hereunder and otherwise, the Executive has had,and it is anticipated that the Executive will from time to time have, access toconfidential records, data, customer lists, trade secrets, technology andsimilar confidential information owned or used in the course of business by theCompany and its subsidiaries and affiliates (the “Confidential Information”). TheExecutive agrees (i) to hold the Confidential Information in strict confidence,(ii) not to disclose the Confidential Information to any Person (other than inthe regular business of the Company), and (iii) not to use, directly orindirectly, any of the Confidential Information for any competitive orcommercial purpose; provided, however, that the limitations set forth aboveshall not apply to any Confidential Information which (A) is then generallyknown to the public, (B) became or becomes generally known to the publicthrough no fault of the Executive, or (C) is disclosed in accordance with anorder of a court of competent jurisdiction or applicable law. Upon terminationof the Executive’s employment with the Company, all data, memoranda, customerlists, notes, programs and other papers and items, and reproductions thereofrelating to the foregoing matters in the Executive’s possession or control,shall be returned to the Company and remain in its possession. This Section 8shall survive the termination of this Agreement for any reason.

9.             Conflicting Agreements. TheExecutive hereby represents and warrants that the execution of this Agreementand the performance of his obligations hereunder will not breach or be inconflict with any other agreement to which he is a party or is bound, and thathe is not now subject to any covenants which would affect the performance ofhis obligations hereunder. As of the Effective Date, the Executive is notperforming any other duties for, and is not a party to any similar agreementwith, any Person competing with the Company or any of its affiliates.

10.           Severability. In case any ofthe provisions contained in this Agreement shall for any reason be held to beinvalid, illegal or unenforceable in any respect, any such invalidity,illegality or unenforceability shall not affect any other provision of thisAgreement, but this Agreement shall be construed as if such invalid, illegal orunenforceable provision had been limited or modified (consistent with itsgeneral intent) to the extent necessary to make it valid, legal andenforceable, 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 shallbe construed as if such invalid, illegal or unenforceable provision or part ofa provision had never been contained in this Agreement.

11.           Litigation and RegulatoryCooperation. During and after the Executive’s employment, the Executiveshall cooperate fully with the Company in the defense or prosecution of anyclaims or actions now in existence or which may be brought in the futureagainst or on behalf of the Company which relate to events or occurrences thattranspired while the Executive was employed by the Company. The Executive’sfull cooperation in connection with such claims or actions shall include, butnot be limited to, being available to meet with counsel to prepare fordiscovery or trial and to act as a witness on behalf of the Company at mutuallyconvenient times. During and after the Executive’s employment, the Executivealso shall cooperate fully with the Company in connection with anyinvestigation or review of any federal, state or local regulatory authority asany such investigation or review relates to events or occurrences thattranspired while the Executive was employed by the Company. The Company shallreimburse the Executive for any reasonable out-of-pocket expenses incurred inconnection with the Executive’s performance of obligations pursuant to thisSection 11. This Section 11 shall survive the termination of this Agreement forany reason.

12.           Arbitration of Disputes. Anydispute or controversy arising under or in connection with this Agreement shallbe settled exclusively by arbitration in Albany, New York, in accordance withthe rules of the American Arbitration Association then in effect. Judgment maybe entered in any court having jurisdiction. In the event that the Companyterminates the Executive’s employment for cause under Section 6(b) and theExecutive contends that cause did not exist, then the Company’s only obligationshall be to submit such claim to arbitration and the only issue before thearbitrator will be whether the Executive was in fact terminated for cause. Ifthe arbitrator determines that the Executive was not terminated for cause bythe Company, then the only remedies that the arbitrator may award are (i)payment of amounts which would have been payable if the Executive’s employmenthad 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 ineffect with respect to the Executive under the Company’s stock option plans and

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agreements withthe Executive pursuant thereto, with the vesting and exercise of any stockoptions and the forfeit ability of any stock-based grants held by the Executiveto be governed by the terms of such plans and the related agreements betweenthe Executive and the Company. If the arbitrator finds that the Executive’semployment was terminated for cause, the arbitrator will be without authorityto award the Executive anything, and the parties will each be responsible fortheir own attorneys’ fees, and they will divide the costs of arbitrationequally. Furthermore, should a dispute occur concerning the Executive’s mentalor physical capacity as described in Section 6(c), a doctor selected by theExecutive and a doctor selected by the Company shall be entitled to examine theExecutive. If the opinion of the Company’s doctor and the Executive’s doctorconflict, the Company’s doctor and the Executive’s doctor shall together agreeupon a third doctor, whose opinion shall be binding. This Section 12 shallsurvive the termination of this Agreement for any reason.

13.           Specific Performance. NotwithstandingSection 12 hereof, it is specifically understood and agreed that any breach ofthe provisions of this Agreement, including, without limitation, Sections 7 and8 hereof, by the Executive is likely to result in irreparable injury to theCompany and its subsidiaries and affiliates, that the remedy at law alone willbe inadequate remedy for such breach and that, in addition to any other remedyit may have, the Company shall be entitled to enforce the specific performanceof this Agreement by the Executive and to seek both temporary and permanentinjunctive relief (to the extent permitted by law), without the necessity ofproving actual damages. To the extent that any court action is permittedconsistent with or to enforce Section 7 or 8 of this Agreement, the partieshereby agree to the sole and exclusive jurisdiction of the Supreme Court of theState of New York (Albany County) and the United States District Court for theNorthern District of New York (City of Albany). Accordingly, with respect toany such court action, the Executive (i) submits to the personal jurisdictionof such courts, (ii) consents to service of process, and (iii) waives any otherrequirement (whether imposed by statute, rule of court or otherwise) withrespect to personal jurisdiction or service of process.

14.           Notices. All notices,requests, demands and other communications hereunder shall be in writing andshall be deemed to have been duly given (i) when delivered by hand, (ii) whentransmitted by facsimile and receipt is acknowledged, or (iii) if mailed bycertified or registered mail with postage prepaid, on the third business dayafter the date on which it is so mailed:

To theCompany:

Albany MolecularResearch, Inc.

21 CorporateCircle

Albany, New York12203-5154

Facsimile:  (518) 867-4375

# **Attention: Board of Directors**

To theExecutive:

 

 

or to such otheraddress of which any party may notify the other parties as provided above. Noticesshall be effective as of the date of such delivery or mailing.

15.           Amendment; Waiver. ThisAgreement shall not be amended, modified or discharged in whole or in partexcept by an Agreement in writing signed by both of the parties hereto. Thefailure of either of the parties to require the performance of a term orobligation or to exercise any right under this Agreement or the waiver of anybreach hereunder shall not prevent subsequent enforcement of such term orobligation or exercise of such right or the enforcement at any time of anyother right hereunder or be deemed a waiver of any subsequent breach of theprovision so breached, or of any other breach hereunder.

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16.           Successors and Assigns. ThisAgreement shall inure to the benefit of successors of the Company by way ofmerger, consolidation or transfer of all or substantially all of the assets ofthe Company, and may not be assigned by the Executive.

17.           Entire Agreement. ThisAgreement constitutes the entire agreement between the parties concerning thesubjects hereof and supersedes all prior understandings and agreements betweenthe parties relating to the subject matter hereof.

18.           Governing Law. This Agreementshall be construed and regulated in all respects under the laws of the State ofNew York.

19.           Counterparts. This Agreementmay be executed in counterparts, each of which when so executed and deliveredshall be taken to be an original, but such counterparts shall togetherconstitute one and the same document.

[Remainder of Page Intentionally Left Blank]

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INWITNESS WHEREOF, the parties have executed this Agreement as of the day andyear first above written.
|   | ALBANY MOLECULAR RESEARCH,  INC.  |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               | /s/ Anthony P.  Tartaglia, M.D. |   |
|   | Anthony P.  Tartaglia, M.D.       |
|   | Lead Director                     |
|   |                              |
|   |                              |
|   | EXECUTIVE:                        |
|   |                              |
|   |                              |
|   | /s/ Thomas E. D’Ambra, Ph.D. |   |
|   | Thomas E. D’Ambra, Ph.D.     |

 

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