**Exhibit 10.3**

 

NON-QUALIFIEDSTOCK OPTION AGREEMENT

FOR NON-EMPLOYEES

 

 

UNDERTHE ALBANY MOLECULAR RESEARCH, INC.

1998 STOCK OPTIONAND INCENTIVE PLAN

 

 

Name of Optionee:

Number of Option Shares:

Option Exercise Price perShare:

*[FMV(Average of high and low sale prices on Grant Date) or 110% of FMV if a 10% Owner]*

Grant Date:

Expiration Date:

 

 

Pursuant to the AlbanyMolecular Research, Inc. 1998 Stock Option and Incentive Plan, as amendedthrough the date hereof (the “Plan”), Albany Molecular Research, Inc. (the“Company”) hereby grants to the Optionee named abovean option (the “Stock Option”) to purchase on or prior to the Expiration Datespecified above all or any part of the number of shares of Common Stock, parvalue $.01 per share (the “Stock”), of the Company specified above at theOption Exercise Price per Share specified above subject to the terms andconditions set forth herein and in the Plan.

 

1.                                       VestingSchedule.  No portion of this StockOption may be exercised until such portion shall have vested.  Except as set forth below, and subject to thediscretion of the Administrator (as defined in Section 2 of the Plan) toaccelerate the vesting schedule hereunder and the acceleration of vestingin accordance with Sections 3(c) and 17 of the Plan, (a) thirty-threepercent (33%) of this Stock Option shall vest and become exercisable on each ofthe first, second and third anniversaries of the Grant Date.  Once vested, this Stock Option shall continueto be exercisable at any time or times prior to the close of business on theExpiration Date, subject to the provisions hereof and of the Plan.

 

2.                                       Mannerof Exercise.

 

(a)                                  TheOptionee may exercise this Stock Option only in thefollowing manner:  from time to time onor prior to the Expiration Date of this Stock Option, the Optioneemay give written notice to the Company of his or her election to purchase someor all of the vested Option Shares purchasable at the time of such notice.  This notice shall specify the number ofOption Shares to be purchased.

 

Payment of the purchase price for the Option Shares may be made by oneor more of the following methods:  (i) incash, by certified or bank check or other instrument acceptable to the 

 

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Administrator; (ii) through the delivery (or attestation to theownership) of shares of Stock, valued at Fair Market Value on the exercisedate, that have been purchased by the Optionee on theopen market or that have been beneficially owned by the Optioneefor at least six months, and are not then subject to restrictions under anyCompany plan, if permitted by the Administrator in its discretion; (iii) bythe Optionee delivering to the Company a properlyexecuted exercise notice together with irrevocable instructions to a broker topromptly deliver to the Company cash or a check payable and acceptable to theCompany to pay the purchase price, provided that in the event the Optionee chooses to pay the purchase price as so provided,the Optionee and the broker shall comply with suchprocedures and enter into such agreements of indemnity and other agreements asthe Administrator shall prescribe as a condition of such payment procedure; (iv) bythe Optionee delivering to the Company a promissorynote if the Board of Directors has expressly authorized the loan of funds tothe Optionee for the purpose of enabling or assistingthe Optionee to effect the exercise of his or herStock Option, provided that at least so much of the exercise price asrepresents the par value of the Stock shall be paid other than with apromissory note; or (v) with the consent of the Administrator, acombination of (i), (ii), (iii) and (iv) above.  Payment instruments will be received subjectto collection.

 

The delivery of certificates representing the Option Shares will becontingent upon the Company’s receipt from the Optioneeof full payment for the Option Shares, as set forth above and any agreement,statement or other evidence that the Company may require to satisfy itself thatthe issuance of Stock to be purchased pursuant to the exercise of this Stock Optionunder the Plan and any subsequent resale of the shares of Stock will be incompliance with applicable laws and regulations.  In the event an Optioneechooses to pay the purchase price by previously-owned shares of Stock throughthe attestation method described in clause (ii) of the precedingparagraph, the number of shares of Stock transferred to the Optioneeupon exercise of this Stock Option shall be net of the number of sharesattested to.

 

(b)                                 Certificatesfor the shares of Stock purchased upon exercise of this Stock Option shall beissued and delivered to the Optionee upon complianceto the satisfaction of the Administrator with all requirements under applicablelaws or regulations in connection with such issuance and with the requirementshereof and of the Plan.  Thedetermination of the Administrator as to such compliance shall be final andbinding on the Optionee.  The Optionee shallnot be deemed to be the holder of, or to have any of the rights of a holderwith respect to, any shares of Stock subject to this Stock Option unless anduntil this Stock Option shall have been exercised pursuant to the terms hereof,the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s nameshall have been entered as the stockholder of record on the books of theCompany.  Thereupon, the Optionee shall have full voting, dividend and otherownership rights with respect to such shares of Stock.

 

(c)                                  Theminimum number of shares with respect to which this Stock Option may beexercised at any one time shall be 100 shares, unless the number of shares withrespect to which this Stock Option is being exercised is the total number ofshares subject to exercise under this Stock Option at the time.

 

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(d)                                 Notwithstandingany other provision hereof or of the Plan, no portion of this Stock Optionshall be exercisable after the Expiration Date hereof.

 

3.                                       Exercise of Stock Option upon Death.  Upon the death of the Optionee, any Option held by the Optioneemay thereafter be exercised by the Optionee’s legalrepresentative or legatee on or prior to the Expiration Date, subject to theprovisions hereof and of the Plan.

 

4.                                       Incorporationof Plan.  Notwithstanding anythingherein to the contrary, this Stock Option shall be subject to and governed byall the terms and conditions of the Plan. In the event of any discrepancy or inconsistency between this Agreementand the Plan, the terms and conditions of the Plan shall control.  Capitalized terms in this Agreement shallhave the meaning specified in the Plan, unless a different meaning is specifiedherein.

 

5.                                       Transferability.  This Agreement is personal to the Optionee, is non-assignable and is not transferable in anymanner, by operation of law or otherwise, other than by will or the laws ofdescent and distribution.  This StockOption is exercisable, during the Optionee’slifetime, only by the Optionee, or by the Optionee’s legal representative or guardian in the event ofthe Optionee’s incapacity.

 

6.                                       Tax Withholding.  The Optioneeshall, not later than the date as of which the exercise of this Stock Optionbecomes a taxable event for Federal income tax purposes, pay to the Company ormake arrangements satisfactory to the Administrator for payment of any Federal,state, and local taxes of any kind required by law to be withheld on account ofsuch taxable event.  Subject to the approval of the Administrator, the Optionee may elect to have such tax withholding obligationsatisfied, in whole or in part, by (i) authorizing the Company to withholdfrom shares of Stock to be issued, (ii) transferring to the Company, anumber of shares of Stock with an aggregate Fair Market Value (as of the datethe withholding is effected) that would satisfy the withholding amount due, or (iii) ina combination of (i) and (ii).

 

7.                                       Miscellaneous.

 

(a)                                  Noticehereunder shall be given to the Company at its principal place of business, andshall be given to the Optionee at the address setforth below, or in either case at such other address as one party maysubsequently furnish to the other party in writing.

 

(b)                                 ThisStock Option does not confer upon the Optionee anyrights with respect to continuance of employment by the Company or anySubsidiary.

 

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(c)                                  Pursuantto Section 15 of the Plan, the Administrator may at any time amend orcancel any outstanding portion of this Stock Option, but no such action may betaken which adversely affects the Optionee’s rightsunder this Agreement without the Optionee’s consent.

 

(d)                                 ThisAgreement may be executed in one or more counterparts, each of which shall bean original, but all of which shall together constitute one instrument.

 

 

ALBANY MOLECULAR RESEARCH, INC.

 
| By:    |                    |   |
|--------|-------------------------|--------|
|   |                    |
| Name:  | Mark T. Frost           |   |
|   |                    |   |
| Title: | Chief Financial Officer |   |
|        |                         |        |  |

 

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