Exhibit 10.25


 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT (the
“Agreement”) is made as of the 22nd day of October 2007, by and between
Albany Molecular Research, Inc., a Delaware corporation (the “Company”),
and William Steven Jennings (the “Executive”).


 


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


 


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.


 


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); provided that if the Company elects not to extend
this Agreement for any reason, the Executive shall receive the payments set
forth in Section 6(e).  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 (i) shall
serve  as an Executive of  the
Company with the title  Senior Vice
President, Sales, Marketing and Business Development (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 his working
time, attention, skill and energies to the advancement of the interests of the
Company and its subsidiaries and affiliates and the performance of his 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 $260,000.  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.  Commencing on the first annual compensation
determination date established by the Company during the Term of Employment and
on each such date thereafter, 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.


 


(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 paid vacation annually in accordance with the Company’s practices
for senior executives of the Company, as in effect from time to time.


 


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 his death as provided in Section 6(c), the
date of his death; (ii) if the Executive’s employment is terminated due to
his 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 under Section 6(e), 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), 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;


 


 


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(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;


 


(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; provided that Base Salary payments as provided
by Section 4(a) shall continue to be made to the Executive (or his
estate) through the Term (as extended by any Renewal Term) but only if and to
the extent payments to the Executive or his estate under any applicable
disability or life insurance policy is less than the amount the Executive would
otherwise receive as Base Salary hereunder, (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
Executive’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 his 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 his 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 his 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.


 


(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.  Upon
any such termination of the Executive’s employment, all obligations of the
Company under this Agreement shall 


 


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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, the Company shall
continue to pay the Executive his 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 and shall pay to the Executive in monthly installments over
the 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). The
Company shall also pay 100% of the costs to provide up to 3 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.


 


Termination of the
executive without cause shall not impact the eligibility of the executive to
receive technology incentive compensation payments due under the provisions of
the Technology Development Incentive Plan.


 


(f)            Termination by the Executive upon
Company Breach.  The Executive shall
have the right to terminate his employment hereunder upon written notice to the
Company in the event of (i) a material adverse change or diminution in the
nature or scope of the powers, functions, titles, duties or responsibilities of
the Executive that is adverse to the Executive or (ii) a breach by the
Company of any of its material obligations hereunder, in each case after the
Executive has given written notice to the Company specifying such default by
the Company and giving the Company a reasonable time, not less than thirty (30)
days, to conform its performance to its obligations hereunder.  The failure of the Executive to give notice
of any of the foregoing events shall not under any circumstances constitute a
waiver of the Executive’s right to terminate his employment and receive the
amounts payable under this Section 6(f). 
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, the Company shall continue to pay the
Executive his 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 and 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). 
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.


 


Termination of the
executive upon company breach  shall not impact the eligibility of the
executive to receive technology incentive compensation payments due under the
provisions of the Technology Development Incentive Plan.


 


(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 


 


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throughout the remainder
of the Term (as extended by any Renewal Term). 
Upon a Change in Control, the Executive will become fully vested in any
outstanding ISO, 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).


 


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),
the Company shall pay to the Executive (or the Executive’s estate, if
applicable) a lump sum amount equal to one (1) 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).
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.


 


Termination upon change
of control shall not impact the eligibility of the executive to receive
technology incentive compensation payments due under the provisions of the
Technology Development Incentive Plan.


 


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


 


(A)          any “person” as such term is used in
Sections 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
employee benefit plan or trust of the Company or any of its subsidiaries and
other than Thomas E. D’Ambra, Ph.D.), together with all “affiliates” and “associates”
(as such terms are defined in Rule 12b-2 under the Act) of such person,
shall become the “beneficial owner” (as such term is defined in Rule 13d-3
under the Act), directly or indirectly, of securities of the Company
representing twenty-five percent (25%) or more of the combined voting power of
the Company’s then outstanding securities having the right to vote in an
election of the Company’s Board of Directors (“Voting Securities”) (in such
case other than as a result of an acquisition of securities directly from the
Company);


 


(B)           persons who, as of the Effective
Date, constitute the Company’s Board of Directors (the “Incumbent Directors”)
cease for any reason, including, without limitation, as a result of a tender
offer, proxy contest, merger or similar transaction, to constitute at least a
majority of the Board; provided that any person becoming a director of
the Company subsequent to the Effective Date shall be considered an Incumbent
Director if such person’s election was approved by or such person was nominated
for election by either (1) a vote of at least a majority of the Incumbent
Directors or (2) a vote of at least a majority of the Incumbent Directors
who are members of a nominating committee comprised, in the majority, of
Incumbent Directors; but provided  further that any such person
whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of members of the Board of
Directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a person other than the Board, including by reason of agreement
intended to avoid or settle any such actual or threatened contest or
solicitation, shall not be considered an Incumbent Director; or


 


(C)           the stockholders of the Company shall
approve (1) any consolidation or merger of the Company where the
stockholders of the Company, immediately prior to the consolidation or merger,
would not, immediately after the consolidation or merger, beneficially own (as
such term is defined in Rule 13d-3 under the Act), directly or indirectly,
shares representing in the aggregate more than fifty percent (50%) of the 


 


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voting shares of the
corporation issuing cash or securities in the consolidation or merger (or of
its ultimate parent corporation, if any), (2) any sale, lease, exchange or
other transfer (in one transaction or a series of transactions contemplated or
arranged by any party as a single plan) of all or substantially all of the
assets of the Company or (3) any plan or proposal for the liquidation or
dissolution of the Company.


 


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


 


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


 


(A)          a material adverse change 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;


 


(C)           the failure by the Company to obtain
an effective agreement from any successor to assume and agree to perform this
Agreement; or


 


(D)          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.


 


(iii)          The Executive shall provide the
Company with reasonable notice and an opportunity to cure any of the events
listed in Section 6(g)(ii) 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; and


 


(iv)          It is the intention of the Executive
and of the Company that no payments by the Company to or for the benefit of the
Executive under this Agreement or any other agreement or plan, if any, pursuant
to which the Executive is entitled to receive payments or benefits shall be
nondeductible to the Company by reason of the operation of Section 280G of
the Internal Revenue Code of 1986, as amended (the “Code”), relating to
parachute payments or any like statutory or regulatory provision.  Accordingly, and notwithstanding any other
provision of this Agreement or any such agreement or plan, if by reason of the
operation of said Section 280G or any like statutory or regulatory
provision, any such payments exceed the amount which can be deducted by the
Company, such payments shall be reduced to the maximum amount which can be
deducted by the Company.  To the extent
that payments exceeding such maximum deductible amount have been made to or for
the benefit of the Executive, such excess payments shall be refunded to the
Company with interest thereon at the applicable Federal rate determined under Section 1274(d) of
the Code, compounded annually, or at such other rate as may be required in
order that no such payments shall be nondeductible to the Company by reason of
the operation of said Section 280G or any like statutory or regulatory
provision.  To the extent that there is
more than one method of reducing the payments to bring them within the
limitations of said Section 280G or any like statutory or regulatory
provision, the Executive shall determine which method shall be followed; provided
that if the Executive fails to make such determination within forty-five (45)
days after the Company has given notice of the need for such reduction, the
Company may determine the method of such reduction in its sole discretion.


 


(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.


 


 


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6.             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:


 


“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 his obligations
hereunder will not breach or be in conflict with any other agreement to which
he is a party or is bound, and that he is not now subject to any covenants
which would affect the performance of his 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.


 


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.


 


 


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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.

  
	
   

  	
   

  	
  Albany, New York
  12203-5154

  
	
   

  	
   

  	
  Facsimile: (518)
  867-4375

  
	
  Attention: Board of Directors

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  To the Executive:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


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.


 


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.


 


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 D’Ambra

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   /s/ W.Steve Jennings

  
	
   

  	
   

  	
  William Steven Jennings

  
	
   

  	
   

  	
   

  



 


 


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