Exhibit 10.5


 


AMENDED AND RESTATED EMPLOYMENT
AGREEMENT


 


This AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(the “Agreement”) is made as of the 5th day of April 2012, by and between Albany Molecular Research, Inc.,
a Delaware corporation (the “Company”), and Lori M. Henderson (the “Executive”).


 


WHEREAS, the Executive is a key employee
of the Company;


 


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


 


WHEREAS, the Executive and the Company entered
into an Employment Agreement on January 31, 2011 and the parties now wish to amend and restate in full such agreement.


 


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


 


1.           Employment.
Subject to the provisions of this Agreement, the Company hereby employs the Executive and the Executive accepts such employment
upon the terms and conditions hereinafter set forth.


 


2.           Term
of Employment. The term of the Executive’s employment pursuant to this Agreement shall commence on and as of the date
hereof (the “Effective Date”) and shall remain in effect for a period of two (2) years from the Effective Date (the
“Term”). The Term shall be renewed automatically for periods of two (2) years (each a “Renewal Term”) commencing
at the second anniversary of the Effective Date and on each subsequent second anniversary thereafter, unless notice that this Agreement
will not be extended is given by either the Executive or the Company not less than one-hundred (180) days prior to the expiration
of the Term (as extended by any Renewal Term). The period during which the Executive serves as an employee of the Company in accordance
with and subject to the provisions of this Agreement is referred to in this Agreement as the “Term of Employment.”


 


3.           Capacity.


 


(a)          Duties.
During the Term of Employment, the Executive shall report directly to the Chairman, President and Chief Executive Officer and (i)
shall serve as an Executive of the Company with the title Vice President, General Counsel and Secretary (ii) shall perform such
duties and responsibilities as may be reasonably determined by the Chairman, President, and Chief Executive Officer, consistent
with the Executive’s title and position, duties and responsibilities as an employee of the Company as of the Effective Date;
provided that such duties and responsibilities shall be within the general area of the Executive’s experience and skills,
and (iii) shall render all services incident to the foregoing.


 



    	 



    	 



    

 


(b)          Extent
of Service. The Executive agrees to diligently serve the interests of the Company and shall devote substantially all of her
working time, attention, skill and energies to the advancement of the interests of the Company and its subsidiaries and affiliates
and the performance of her duties and responsibilities hereunder; provided that nothing in this Agreement shall be construed as
preventing the Executive from (i) investing the Executive’s assets in any entity in a manner not prohibited by Section 7
and in such form or manner as shall not require any material activities on the Executive’s part in connection with the operations
or affairs of the entities in which such investments are made, or (ii) engaging in religious, charitable or other community or
non-profit activities that do not impair the Executive’s ability to fulfill the Executive’s duties and responsibilities
under this Agreement.


 


4.           Compensation.


 


(a)          Salary.
During the Term of Employment, the Company shall pay the Executive a salary (the “Base Salary”) at an annual rate as
shall be determined from time to time by the Chairman, President and Chief Executive Officer or other appropriate person of the
Company consistent with the general policies and practices of the company; provided, however, that in no event shall such rate
per annum be less than $315,000. Such salary shall be subject to withholding under applicable law and shall be payable in periodic
installments in accordance with the Company’s usual practice for its senior executives, as in effect from time to time.


 


(b)          Bonus.
Annually, the Company shall review the performance of the Company and of the Executive during the prior year, and the Company may
provide the Executive with additional compensation as a bonus in accordance with any bonus plan then in effect from time to time
for senior executives of the Company. Any such bonus plan shall have such terms as may be established in the sole discretion of
the Board of Directors of the Company or the Compensation Committee of the Board of Directors.


 


5.           Benefits.


 


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


 



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(b)          Reimbursement
of Expenses. The Company shall promptly reimburse the Executive for all reasonable business expenses incurred by the Executive
during the Term of Employment in accordance with the Company’s practices for employees of the Company, as in effect from
time to time.


 


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


 


(d)          Equity
Grant. Following approval by the Company’s Board of Directors or any duly appointed committee thereof, the Company shall
award an equity grant of 10,000 shares of Restricted Stock and 80,000 Non-Qualified Stock Options at a price equal to the fair
market value on the date of grant (the “New Hire Grant”). Such New Hire Grant shall be subject to a vesting schedule
whereby 25% of the award will vest after completion of 12 full months of service and an additional 25% will vest on each subsequent
anniversary of the date of employment, subject to the terms and conditions of the 2008 Stock Option and Incentive Plan of the Company.


 


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


 


For purposes of this Agreement, “Date
of Termination” means (i) if the Executive’s employment is terminated by her death as provided in Section 6(c), the
date of death; (ii) if the Executive’s employment is terminated due to her permanent disability as provided in Section 6(c),
the date on which notice of termination is given; (iii) if the Executive’s employment is terminated by the Company without
Cause under Section 6(e) or Section 6(g), sixty (60) days after the date on which notice of termination is given; and (iv) if the
Executive’s employment is terminated under Section 6(f) or for Good Reason under Section 6(g), the date on which the applicable
cure period expires.


 


(a)          Mutual
Consent. The Executive’s employment under this Agreement may be terminated at any time by the mutual consent of the Executive
and the Company on such terms as both parties shall mutually agree.


 


(b)          Termination
by the Company for Cause. The Executive’s employment under this Agreement may be terminated by the Company for “Cause”
at any time upon written notice to the Executive without further liability on the part of the Company. For purposes of this Agreement,
a termination shall be for “Cause” if:


 


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


 


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


 



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(iii)        the
Executive shall commit a material breach of any of the covenants, terms or provisions hereof (other than pursuant to Section 7
or 8 hereof) which breach has not been remedied within thirty (30) days after delivery to the Executive by the Company of written
notice thereof; or


 


(iv)        the
Executive shall have disobeyed reasonable written instructions from the Chairman, President and Chief Executive Officer, or other
appropriate governing committee which are consistent with the terms and conditions of this Agreement or shall have deliberately,
willfully, substantially and continuously failed to perform the Executive’s duties hereunder, after written notice and under
circumstances effectively constituting a voluntary resignation of the Executive’s position with the Company.


 


Upon termination for Cause as provided in
this Section 6(b), all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations
with respect to (A) earned but unpaid Base Salary and (B) the continued rights of the executive to receive payments due under the
Technology Development Incentive Plan, and (C) the Company shall have any and all rights and remedies under this Agreement and
applicable law.


 


(c)          Death;
Disability. The Executive’s employment under this Agreement may be terminated by the Company upon the earlier of death
or permanent disability (as defined below) of the Executive continuing for a period of one hundred eighty (180) days. Upon any
such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately
terminate other than any obligations with respect to (i) earned but unpaid salary through the Date of Termination, (ii) bonus payments
with respect to the calendar year within which such termination occurred on the basis of and to the extent contemplated in any
bonus plan then in effect with respect to senior executive officers of the Company, pro-rated on the basis of the number of days
of the Executive’s actual employment hereunder during such calendar year through the Date of Termination, and (iii) in the
case of permanent disability, continuation at the Company’s expense of health insurance benefits (medical and dental) until
the first anniversary of the Date of Termination to the extent permitted under the Company’s group health insurance policy.
As used herein, the term “permanent disability” or “permanently disabled” means the inability of the Executive,
by reason of injury, illness or other similar cause, to perform a major part of her duties and responsibilities in connection with
the conduct of the business and affairs of the Company. The Company shall provide written notice to the Executive of the termination
of her employment hereunder due to permanent disability. The provisions of the Technology Development Incentive Plan shall apply
to matters related to any technical incentive compensation being received at the time of disability or death of the Executive.


 


(d)          Voluntary
Termination by the Executive. At any time during the Term of Employment, the Executive may terminate her employment under this
Agreement upon sixty (60) days’ prior written notice to the Company. Upon termination by the Executive as provided in this
Section 6(d), all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations
with respect to earned but unpaid Base Salary and any payments of technology incentive compensation under the Technology Development
Incentive Plan.


 



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(e)          Termination
by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company at any
time without “Cause” (as defined in Section 6(b)) by the Company upon sixty (60) days’ prior written notice to
the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute
a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall
be deemed a termination without Cause. Upon any such termination of the Executive’s employment, all obligations of the Company
under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary
and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in a form and manner satisfactory
to the Company and the lapse of any statutory revocation period, the Company shall (i) continue to pay the Executive her Base Salary
at the rate then in effect pursuant to Section 4(a) for a period of twelve (12) months from the Date of Termination; (ii) shall
pay to the Executive in monthly installments over the next year, an amount equal to the Executive’s cash bonus, if any, received
in respect of the immediately preceding year pursuant to Section 4(b) beginning with the first payroll date that begins thirty
(30) days after the Date of Termination; (iii) shall pay 100% of the costs to provide up to twelve (12) months of outplacement
support services at a level appropriate for the Executive’s title and responsibility; (iv) shall provide the Executive with
health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of
termination for a period of twelve (12) months from the Date of Termination and (v) on or prior to the Date of Termination, Executive
will become fully vested in any unvested shares or options granted as part of the New Hire Grant. For purposes of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”), each monthly payment shall be considered a separate
payment. Following a termination of the Executive without Cause, the Executive shall continue to be eligible to receive technology
incentive compensation payments due under the provisions of the Technology Development Incentive Plan as such may have been established
by the administrator of such plan prior to the date of termination.


 


(f)          Termination
by the Executive upon Company Breach. The Executive shall have the right to terminate her employment hereunder upon written
notice to the Company in the event of (i) a material diminution in the nature or scope of the powers, duties or responsibilities
of the Executive or (ii) a breach by the Company of any of its material obligations hereunder, (iii) the relocation of the offices
at which the Executive is principally employed as of the date of this Agreement to a location more than fifty (50) miles from such
offices, which relocation is not approved by the Executive, in each case after the Executive has given written notice to the Company
specifying such default by the Company, within sixty (60) days of the occurrence of the default, and giving the Company a reasonable
time, not less than thirty (30) days, to conform its performance to its obligations hereunder. Upon any such termination of the
Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than
any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive
signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation
period, the Company shall (i) continue to pay the Executive her Base Salary at the rate then in effect pursuant to Section 4(a)
for a period of twelve (12) months from the Date of Termination; (ii) shall pay to the Executive in monthly installments over the
next year, an amount equal to the Executive’s cash bonus, if any, received in respect of the immediately preceding year pursuant
to Section 4(b) beginning with the first payroll date that begins thirty (30) days after the Date of Termination; (iii) shall pay
100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s
title and responsibility; (iv) shall provide the Executive with health and dental insurance continuation at a level consistent
with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date
of Termination and (v) on or prior to the Date of Termination, Executive will become fully vested in any unvested shares or options
granted as part of the New Hire Grant. For purposes of Section 409A of the Code, each monthly payment shall be considered a separate
payment. Following a termination by the Executive for Company Breach, the Executive shall continue to be eligible to receive technology
incentive compensation payments due under the provisions of the Technology Development Incentive Plan as such may have been established
by the administrator of such plan prior to the date of termination.


 



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(g)          Termination
Pursuant to a Change of Control. If there is a Change of Control, as defined below, during the Term of Employment, the provisions
of this Section 6(g) shall apply and shall continue to apply throughout the remainder of the Term (as extended by any Renewal Term).
Upon a Change of Control, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock
grants awarded and become fully vested in all Company contributions made to the executive’s 401(k), Profit Sharing or other
retirement account (s). In addition, within thirty (30) days of the Change of Control, the Company shall pay to the Executive a
lump sum equal to the Executive’s pro rata target cash bonus for the year in which the Change of Control occurred (as such
may be set forth in the Company’s bonus plan for such year and calculated assuming target achievement of corporate and personal
goals); such pro rata amount to be determined based on the actual date of the closing of such Change in Control transaction.


 


If, within two (2) years following a Change
of Control, the Executive’s employment is terminated by the Company without Cause (in accordance with Section 6(e) above)
or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below), in lieu of any severance and other benefits
payable under Section 6(e) or Section 6(f), subject to the Executive signing a general release of claims in a form and manner satisfactory
to the Company and the lapse of any statutory revocation period, the Company shall pay to the Executive (or the Executive’s
estate, if applicable) a lump sum amount equal to 1.5 times the sum of (x) the Executive’s Base Salary at the rate then in
effect pursuant to Section 4(a), plus (y) an amount equal to the Executive’s cash bonus, if any, received in respect of the
immediately preceding year pursuant to Section 4(b) within thirty (30) days of the Date of Termination. Notwithstanding the foregoing,
to the extent the cash severance payment to the Executive is considered deferred compensation subject to Section 409A of the Code,
and if the Change of Control does not constitute a “change in control event” within the meaning of Section 409A of
the Code, such cash severance shall be payable in installments over the same period as provided in Section 6(e). The Company shall
also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the
Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent
with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date
of Termination. Following a termination by the Executive or a termination by the Company under this Section 6(g), the Executive
shall continue to be eligible to receive technology incentive compensation payments due under the provisions of the Technology
Development Incentive Plan as such may have been established by the administrator of such plan prior to the date of termination.


 



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(i)          “Change
of Control” shall mean the occurrence of any one of the following events: (A) the sale of all or substantially all of the
assets of the Company on a consolidated basis to an unrelated person or entity, (B) a merger, reorganization or consolidation in
which the outstanding shares of Stock are converted into or exchanged for securities of the successor entity and the holders of
the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting
power of the successor entity immediately upon completion of such transaction, or (C) the sale of all of the Stock of the Company
to an unrelated person or entity.


 


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


 


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


 


(B)        a
breach by the Company of any of its material obligations hereunder; or


 


(C)         the
relocation of the offices at which the Executive is principally employed as of the Change of Control to a location more than fifty
(50) miles from such offices, which relocation is not approved by the Executive.


 


The Executive shall provide the Company
with reasonable notice and an opportunity to cure any of the events listed in this Section 6(g)(ii) within sixty (60) days of the
occurrence of the event and shall not be entitled to compensation pursuant to this Section 6(g) unless the Company fails to cure
within a reasonable period of not less than thirty (30) days.


 


(iii)        Additional
Limitation. Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment
or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable
regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the
Code, the following provisions shall apply:


 


(A)         If
the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the federal, state, and local income and
employment taxes payable by the Executive on the amount of the Severance Payments which are in excess of the Threshold Amount,
are greater than or equal to the Threshold Amount, the Executive shall be entitled to the full amount of Severance Payments.


 



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(B)         If
the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of
(1) the Excise Tax and (2) the total of the federal, state, and local income and employment taxes on the amount of the Severance
Payments which are in excess of the Threshold Amount, then the Severance Payments shall be reduced (but not below zero) to the
extent necessary so that the sum of all Severance Payments shall not exceed the Threshold Amount. In such event, the Severance
Payments shall be reduced in the following order: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments
subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits. To the
extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological
order.


 


For the purposes of this Section 6(g)(iii),
“Threshold Amount” shall mean three (3) times the Executive’s “base amount” within the meaning of
Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and “Excise Tax”
shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive with respect
to such excise tax.


 


The determination as to which of the alternative
provisions of this Section 6(g)(iii) shall apply to the Executive shall be made by a nationally recognized accounting firm selected
by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and
the Executive within fifteen (15) business days of the Date of Termination, if applicable, or at such earlier time as is reasonably
requested by the Company or the Executive. For purposes of determining which of the alternative provisions of this Section 6(g)(iii)
above shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation
applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the
highest marginal rates of individual taxation in the state and locality of the Executive’s residence on the Date of Termination,
net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any
determination by the Accounting Firm shall be binding upon the Company and the Executive.


 


(h)          No
Mitigation. Without regard to the reason for the termination of the Executive’s employment hereunder, the Executive shall
be under no obligation to mitigate damages with respect to such termination under any circumstances and in the event the Executive
is employed or receives income from any other source, there shall be no offset against the amounts due from the Company hereunder.


 


(i)          
Section 409A.


 


(i)          Anything
in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning
of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under
this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a)
of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such
benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation
from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis,
the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period
but for the application of this provision, and the balance of the installments shall be payable in accordance with their original
schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the prime rate reported by The Wall Street
Journal as of the date of separation from service, from such date of separation from service until the payment.


 



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(ii)         The
parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision
of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner
so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably
requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations
in order to preserve the payments and benefits provided hereunder without additional cost to either party.


 


(iii)        To
the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation”
under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination
of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.”
The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions
set forth in Treasury Regulation Section 1.409A-1(h).


 


(iv)        The
Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions
of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an
exemption from, or the conditions of, such Section.


 


7.            Non-Competition
and No Solicitation.


 


(a)          Because
the Executive’s services to the Company are special and because the Executive has access to the Company’s confidential
information, during the Term of Employment and for a period of twelve (12) months following the termination, the Employee shall
not, without the express written consent of the Company, directly or indirectly, engage, participate, invest in, be employed by
or assist, whether as owner, part-owner, shareholder, partner, director, officer, trustee, employee, agent or consultant, or in
any other capacity, any Person (as hereinafter defined) other than the Company and its affiliates in the Designated Industry (as
hereinafter defined); provided, however, that nothing herein shall be construed as preventing the Employee from making passive
investments in a Person in the Designated Industry if the securities of such Person are publicly traded and such investment constitutes
less than one percent (1%) of the outstanding shares of capital stock or comparable equity interests of such Person.


 


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


 



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


 


“Designated Industry” means
the business of providing chemistry research and development services to pharmaceutical and biotechnology companies involved in
drug development and discovery and any and all activities related thereto, including, without limitation, medicinal chemistry,
chemical development, biocatalysis, analytical chemistry services and small-scale manufacturing and any other business conducted
by the Company during the Employee’s employment with the Company.


 


(c)          For
a period of twelve (12) months following the termination of this Agreement for any reason, the Executive shall not, directly or
indirectly, alone or as a member of any partnership or limited liability company or entity, or as an officer, director, shareholder,
or employee of any corporation or entity (a) solicit or otherwise encourage any employee or independent contractor of the Company
to terminate his/her relationship with the Company, or (b) recruit, hire or solicit for employment or for engagement as an independent
contractor, any person who is or was employed by the Company at any time during the Executive’s employment with the Company.
This paragraph shall not apply to persons whose employment and/or retention with the Company has been terminated for a period of
twenty-four (24) months or longer.


 


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


 


9.           Conflicting
Agreements. The Executive hereby represents and warrants that the execution of this Agreement and the performance of her obligations
hereunder will not breach or be in conflict with any other agreement to which she is a party or is bound, and that she is not now
subject to any covenants which would affect the performance of her obligations hereunder. As of the Effective Date, the Executive
is not performing any other duties for, and is not a party to any similar agreement with, any Person competing with the Company
or any of its affiliates.


 



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10.          Severability.
In case any of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, any such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but
this Agreement shall be construed as if such invalid, illegal or unenforceable provision had been limited or modified (consistent
with its general intent) to the extent necessary to make it valid, legal and enforceable, or if it shall not be possible to so
limit or modify such invalid, illegal or unenforceable provision or part of a provision, this Agreement shall be construed as if
such invalid, illegal or unenforceable provision or part of a provision had never been contained in this Agreement.


 


11.          Litigation
and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the
Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or
on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company.
The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available
to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient
times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection
with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates
to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive
for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant
to this Section 11. This Section 11 shall survive the termination of this Agreement for any reason.


 


12.          Arbitration
of Disputes. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by
arbitration in Albany, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment
may be entered in any court having jurisdiction. In the event that the Company terminates the Executive’s employment for
cause under Section 6(b) and the Executive contends that cause did not exist, then the Company’s only obligation shall be
to submit such claim to arbitration and the only issue before the arbitrator will be whether the Executive was in fact terminated
for cause. If the arbitrator determines that the Executive was not terminated for cause by the Company, then the only remedies
that the arbitrator may award are (i) payment of amounts which would have been payable if the Executive’s employment had
been terminated under Section 6(e), (ii) the costs of arbitration, (iii) the Executive’s attorneys’ fees, and (iv)
all rights and benefits granted or in effect with respect to the Executive under the Company’s stock option plans and agreements
with the Executive pursuant thereto, with the vesting and exercise of any stock options and the forfeit ability of any stock-based
grants held by the Executive to be governed by the terms of such plans and the related agreements between the Executive and the
Company. If the arbitrator finds that the Executive’s employment was terminated for cause, the arbitrator will be without
authority to award the Executive anything, and the parties will each be responsible for their own attorneys’ fees, and they
will divide the costs of arbitration equally. Furthermore, should a dispute occur concerning the Executive’s mental or physical
capacity as described in Section 6(c), a doctor selected by the Executive and a doctor selected by the Company shall be entitled
to examine the Executive. If the opinion of the Company’s doctor and the Executive’s doctor conflict, the Company’s
doctor and the Executive’s doctor shall together agree upon a third doctor, whose opinion shall be binding. This Section
12 shall survive the termination of this Agreement for any reason.


 



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13.          Specific
Performance. Notwithstanding Section 12 hereof, it is specifically understood and agreed that any breach of the provisions
of this Agreement, including, without limitation, Sections 7 and 8 hereof, by the Executive is likely to result in irreparable
injury to the Company and its subsidiaries and affiliates, that the remedy at law alone will be inadequate remedy for such breach
and that, in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this
Agreement by the Executive and to seek both temporary and permanent injunctive relief (to the extent permitted by law), without
the necessity of proving actual damages. To the extent that any court action is permitted consistent with or to enforce Section
7 or 8 of this Agreement, the parties hereby agree to the sole and exclusive jurisdiction of the Supreme Court of the State of
New York (Albany County) and the United States District Court for the Northern District of New York (City of Albany). Accordingly,
with respect to any such court action, the Executive (i) submits to the personal jurisdiction of such courts, (ii) consents to
service of process, and (iii) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect
to personal jurisdiction or service of process.


 


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


 


To the Company:


 


Albany Molecular Research, Inc.

21 Corporate Circle

Albany, New York 12203-5154

Facsimile: (518) 867-4375

Attention: Board of Directors 


 


To the Executive, to the address on file with the Company.


 


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


 


15.          Amendment;
Waiver. This Agreement shall not be amended, modified or discharged in whole or in part except by an Agreement in writing signed
by both of the parties hereto. The failure of either of the parties to require the performance of a term or obligation or to exercise
any right under this Agreement or the waiver of any breach hereunder shall not prevent subsequent enforcement of such term or obligation
or exercise of such right or the enforcement at any time of any other right hereunder or be deemed a waiver of any subsequent breach
of the provision so breached, or of any other breach hereunder.


 



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16.          Successors
and Assigns. This Agreement shall inure to the benefit of successors of the Company by way of merger, consolidation or transfer
of all or substantially all of the assets of the Company, and may not be assigned by the Executive. The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required
to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to
the effectiveness of any succession shall be a material breach of this Agreement.


 


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


 


18.          Governing
Law. This Agreement shall be construed and regulated in all respects under the laws of the State of New York.


 


19.          Counterparts.
This Agreement may be executed in counterparts, each of which when so executed and delivered shall be taken to be an original,
but such counterparts shall together constitute one and the same document.


 


[Remainder of Page Intentionally Left Blank]


 



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IN WITNESS WHEREOF, the parties have executed
this Agreement as of the day and year first above written.


 


	 	ALBANY MOLECULAR RESEARCH, INC.
	 	 	 
	 	By:	/s/ Thomas E. D’Ambra, Ph.D.
	 	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ Lori M. Henderson
	 	Lori M. Henderson


 



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