**Exhibit10.1**

** **

Revised 10/14/03

 

**ALBANYMOLECULAR RESEARCH, INC.**

 

**AMENDEDAND RESTATED**

 

**TECHNOLOGY DEVELOPMENT INCENTIVEPLAN**

 

*Section 1.*  Purpose.  This Technology Development Incentive Plan(the “Plan”) is adopted as a performance incentive for employees of AlbanyMolecular Research, Inc. and its subsidiaries (the “Company”) to stimulate andencourage the development of novel and innovative technology.

 

*Section 2*.  Administration.  The Plan shall be administered by a committee(the “Administrator”) the members of which shall be the Chief Executive Officerof the Company, the Chief Financial Officer of the Company and such employeesof each of the Company’s major business divisions as shall be determined by theBoard of Directors of the Company. Action by the Administrator with respect to the Plan shall require theaffirmative vote of a majority of all of the committee’s members and anydisputes shall be resolved by the Chief Executive Officer.  All determinations made by the Administratorshall be final and binding upon all Participants.

 

*Section 3*. Participants.  Any employee of the Company shall be eligibleto participate in the Plan (each a “Participant”).  Any Participant who is determined by theAdministrator to be the inventor or co-inventor of Intellectual Property (asdefined below) which directly results in licensing, royalty or milestonerevenue recordable by the Company in accordance with generally acceptedaccounting principles shall be entitled to receive technology incentivecompensation (“TIC”) in accordance with this Plan.  Contract revenue recorded by the Companyresulting from research, manufacturing or other services performed by theCompany shall not result in TIC. However, any licensing, royalty or milestonerevenue generated as a result of Intellectual Property invented during theperformance of any such services would result in TIC, calculated in accordancewith Section 7 below.  Notwithstandingthe existence of this Plan, the Company shall own all right, title and interestin any Intellectual Property developed by any Participant during suchParticipant’s employment with the Company as further described in the EmployeeInnovation, Proprietary Information and Post-Employment Activity Agreement.

 

For purposes of this Plan (a) “Intellectual Property”shall mean inventions, Patent Rights, copyrights, manufacturing processes, or relatedmatter; and (b) “Patent Rights” shall mean all rights in inventions ordiscoveries covered by invention disclosures, patents, patent applications,patent extensions, certificates of invention and applications for certificatesof invention, or other equivalent property rights in the U.S. or any othercountry, together with any originals, provisionals, divisionals, continuationsor continuations-in-part which name an employee of the Company as either soleor joint inventor.

 

*Section 4.*  Project Initiation:

 

(a)           In orderto be eligible for TIC, each project (a “Project”) under which IntellectualProperty may be developed must be presented to the Company and the Administratoralong with any record of invention.  AllInvention Record submissions should contain a discussion of potential commercialutility and a brief description of a potential

 

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market for the technology.  Within 60 days of such presentation, theCompany will make a determination whether the Company shall support the Projecteither with (i) significant resources (“Significant Support”) or (ii) throughproviding only laboratory space, chemicals, solvents and assistance inpreparing and processing grant applications (“Limited Support”).

 

(b)           If theCompany determines to provide Limited Support to a Project, the Project willautomatically be classified as a Category 1 Project.  If, prior to any substantive progress beingmade on the Project, as determined by the Administrator, the Company elects toprovide Significant Support to the Project, the Project would become a Category3 Project.

 

(c)           If theCompany initially determines to provide Significant Support to a Project, theProject will be classified as a Category 3 Project.  For any project for which significant supportis being provided, but the Company then determines to provide only LimitedSupport to such Project, the Project will automatically revert to a Category 2Project.

 

(d)           If theCompany initially determines to provide significant support to a project, thenfails to provide significant support in the two-year period following suchclassification, the Project will automatically revert to a Category 1 Project.

 

(e)           An updatefor each Project shall be presented to the Administrator by the Participants atleast every six months.

 

**Section 5.**  Project Categories.  Each Project submitted to the Company shallbe evaluated by the Administrator and the Administrator shall assign theProject to one of the following categories:

 

(a)   Category1.  Category 1 Projects shall earnaggregate TIC for all Participants in such Project at a rate of 10%, and shallhave the following characteristics, either:

 

(A)                   (i)             Employee(s)works on Project solely on his/her own time.

(ii)           TheCompany has indicated that it will provide only Limited Support for theProject; or

The Company initially determines to providesignificant support to a project, then fails to provide significant support inthe two-year period following such classification; or

 

The Company elects to provide significant support, butnot until after substantial progress has been made as determined by theAdministrator; or

 

(B)   Licensing,royalty or milestone revenue arises out of a customer contract in which one ormore employees is named inventor or co-inventor on a customer-owned patent.

 

(b)   Category2.  Category 2 Projects shall earnaggregate TIC for all Participants in such Project at a rate of 5%, and shallhave the following characteristics,

 

(i)            Employee(s)work on the Project soley on his/her own time.

 

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With the approval of the Company’s senior management,the relevant Participant(s) may work on the Project on Company time.

(ii)           TheCompany initially provides Significant Support but then elects to provide onlyLimited Support to the Project.

 

(c)   Category3:  Category 3 Projects shall earnaggregate TIC for all Participants in such Project at a rate of 2% and shallhave the following characteristics, either:

 

(A)                  Employee(s)identifies novel technology for which the Company provides SignificantSupport.  With the approval of theCompany’s senior management, the applicable Participants may work on theproject on Company time; or

(B)                   Afterinitially declining to provide Significant Support to the Project, but prior toany substantive progress, as determined by the Administrator, made on theproject, the Company elects to provide Significant Support; or

(C)                   Noveltechnology is identified through any of the following processes initiated bythe approval of the Company’s customer or the Company’s senior management:

 

(i)          Specifiedinternal project;

(ii)         Employee“brainstorming” session; or

(iii)        Requestto perform work.

 

With the approval of the Company’s senior management,the relevant Participant(s) may work on the Project on Company time; or

(D)                   NovelTechnology developed as a result of internal research and development performedby an employee(s) during normal business hours in the ordinary course of theirnormal job responsibilities.

 

*Section 6.*  Allocation.  The Participant(s) involved in identifyingand developing the Intellectual Property with respect to any Project willpropose, in consultation when necessary with the Company’s lead patentattorney, an allocation of aggregate TIC earned in respect of the Project amongthe co-inventors based on their relative contributions towards identifying andproving the feasibility of the Project.  In cases where agreement cannot be obtained,the Administrator will make a final determination of the allocation ofaggregate TIC, which determination shall be final and binding.  The Administrator in its sole discretion may,but shall not be required to, consult with the Company’s patent counsel inmaking such determination.

 

*Section 7*.  Determination of Technology IncentiveCompensation.  TIC for each Projectwill be determined on a quarterly basis by multiplying (x) the applicable TICrate for the Project as determined pursuant to Section 5 by (y) the amount oflicensing, royalty or milestone revenue received by the Company resultingsolely or directly from Intellectual Property developed under the Project,reduced by any and all costs (excluding TIC) incurred by the Company thatdirectly relate to the development or continued support of the technologyincluding, without limitation, direct compensation expense, direct costs ofmaterials (included

 

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in materials is anyspecialty equipment or asset or glassware that can only be utilized by theCompany for the technology developed, limited to a period of two yearssubsequent to last use), direct allocated overhead, other expenses such aslegal costs and direct management support.**** The TIC for any Project as so determined shallbe allocated among Participants as determined in accordance with Section 6.

 

*Section 8.*  Effective Date.  The Plan shall become effective on November16, 2000.  The Administrator will revieweach Project in process and determine if substantive work has been initiated.  A determination will be made by theAdministrator for each Project whether to grandfather that Project under theoriginal Technology Development Incentive Plan which determination shall befinal and binding on the Participant(s).

 

*Section 9.*  No Assignments.  A Participant’s rights, if any, in any TICpayable under the Plan may not be assigned or transferred except by will or bythe laws of descent and distribution, and are not subject to attachment,garnishment, judicial order, execution or other creditors• processes.  The rights and obligations of the Companyunder the Plan may be assigned by the Company to a successor to substantiallyall or any part of its business and thereupon the Company will be relieved ofany obligation it may have hereunder.  Allreferences to the Company herein shall, unless otherwise indicated, beconstrued to include a successor to all or any part of the Company business.

 

*Section 10*.  Integration.  This Plan supersedes all prior plans,agreements, arrangements and understandings relating to the subject matterhereof, including, without limitation, the Company’s predecessor TechnologyIncentive Plan.  However, this plan doesnot adversely affect the rights of any Participant currently entitled to TICunder the predecessor Plan.

 

*Section 11*.  Amendments and Termination.  The Board of Directors of the Company may, atany time, amend or discontinue the Plan, but no such amendment or terminationshall adversely affect the rights of any Participant to TIC relating toIntellectual Property invented or discovered prior to any such amendment ortermination.

 

*Section 12.*  General.

 

(a)         Theplace and administration of the Plan shall be conclusively deemed to be withinthe State of Delaware and the validity, construction, interpretation,administration and effect of the Plan, and its rules and regulations, and therights of any and all persons having or claiming to have an interest therein orthereunder shall be governed by, and determined exclusively and solely inaccordance with, the laws of the State of Delaware.

 

(b)           Nothingcontained in the Plan and no action taken pursuant to the provisions of thePlan shall create or be considered to create a trust or fund of any kind orfiduciary relationship between the Company and any Participant or any of itsother employees or a security interest of any kind in any property of theCompany in favor of any Participant or any other person.

 

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