Exhibit 10.1 - Consulting Agreement


    Exhibit
      10.1

    


    CONSULTING
      AGREEMENT

    


    This
      CONSULTING AGREEMENT ("Agreement") is entered into as of the 1st day of
November,
      2006, between Synthetech, Inc., an Oregon corporation ("Company"), and M.
“Sreeni” Sreenivasan ("Consultant").

    


    1.
      Services of Consultant

    


    1.1
      Description of Services. Consultant shall perform, as an independent contractor,
      the services described in Exhibit A. Consultant shall perform all services.
      Consultant shall not delegate or subcontract any services to be performed for
      Company pursuant to this Agreement.

    


    1.2
      Term.
      The term of this Agreement shall begin on the date set forth above and, unless
      terminated earlier, shall end twelve (12) months later. Either party may
      terminate this Agreement at any time by giving three months prior written notice
      to the other party. This Agreement may be extended or renewed only by written
      agreement of the parties.

    


    1.3
      Compensation. For services performed by Consultant, Company shall pay to
Consultant
      the amounts set forth on Exhibit A.

    


    1.4
      Expenses. Subject to Exhibit A, Company shall reimburse Consultant for
      reasonable and documented expenses incurred by Consultant. The Company will
      reimburse consultant within ten (10) business days via ACH transfer or check
      in
      favor of the Consultant after
      submission of a complete expense reporting. Expense reports are to be submitted
      no less than monthly, within five business days following the end of the
      month.

    


    1.5
      Payments. Company shall accrue and pay Consultant’s first year of base
      compensation as set forth in Exhibit A. Payment shall be made via either
      ACH transfer or check in favor of the Consultant. Each invoice shall include
      a
      description of the services performed during the period and the dates such
      services were performed.

    


    Any
      incentive payments shall be determined and made at such times as set forth
      on
      Exhibit A.

    


    1.6
      Work
      Product. At least once each month, Consultant shall provide Company with
      appropriate reports and analysis.

    


    1.7
      Nonexclusivity. Consultant may perform services for other persons or companies
      in the pharmaceutical and fine chemicals industry, provided that Consultant
      shall not undertake to perform services for third parties if those services
      would compete directly with or interfere unduly with Consultant’s obligations to
      Company.

    


    1.8
      Office, Equipment and Supplies. Consultant shall perform all services under
      this
Agreement
      from Consultant's own offices. Consultant shall provide its own office space,
      furniture, equipment, computers, software, telephones, fax machines, internet
      access, communications lines, office supplies, stationery, and other materials.
      Company shall not provide Consultant with any office space, furniture,
      equipment, computers, telephones, fax 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    machines,
      software, telephone lines, internet access, office supplies, stationery, or
      other materials.

    


    1.9
      Permits and Licenses. Consultant shall, at Consultant's expense, obtain and
      maintain all permits, licenses and government approvals needed to perform its
      obligations under this Agreement.

    


    1.10
      Business Name. Consultant shall conduct business under its own name in providing
      services to the Company. Consultant shall not use Company stationery, use a
      Company email address, use Company fax cover sheets, answer the phone
      "Synthetech, Inc.," list a phone number as a Company phone, or otherwise use
      any
      Company name, logo, trademark or service mark. Consultant shall not represent
      to
      any person that Consultant is part of, employed by, or an agent of
      Company.

    


    1.11
      Consultant's Judgment. Consultant may determine the specific time and manner
      in
      which it performs services pursuant to this Agreement, and the resources that
      it
      uses to perform such services. Company shall have no authority to direct the
      day-to-day activities of Consultant.

    


    2.
      Independent Contractor

    The
      parties intend to be independent contractors. Neither party shall be deemed
      an
      agent or partner of the other party. Consultant shall be solely responsible
      for
      the compensation of its employees and all related withholding taxes, workers
      compensation insurance, unemployment insurance and related claims and other
      obligations pertaining to Consultant's employees and independent contractors.
      Consultant acknowledges and agrees that (a) Consultant is not an employee of
      Company, (b) Consultant has no right to receive employee benefits from Company,
      and (c) Consultant is solely responsible for all self-employment taxes,
      withholding taxes, and other taxes applicable to the performance of services
      by
      Consultant and the receipt of compensation by Consultant pursuant to this
      Agreement.

    


    3.
      Confidential Information

    


    3.1
      Confidentiality. All information disclosed by Company to Consultant or otherwise
      learned by Consultant in connection with the performance of services by
      Consultant for Company ("Confidential Information") during the term of this
      agreement shall be treated by Consultant as confidential information of Company.
      Consultant shall keep all Confidential Information in confidence and shall
      not
      disclose any Confidential Information to any third party. The obligation of
      such
      confidentiality shall survive for a period of three (3) years from the date
      of
      agreement termination. Consultant shall not use any Confidential Information
      for
      any purpose other than to perform services for Company pursuant to this
      Agreement. Such obligations do not apply to information which is now or
      hereafter becomes generally known (other than due to disclosure by Consultant),
      was in the Consultant’s possession at the time of receipt from Company, is
      hereafter furnished to Consultant by a third party without restriction on
      disclosure, or is required to be disclosed by law (in any judicial, arbitration,
      or administrative proceedings).

    


    3.2
      Return. Within five days following the earlier of (a) the request of Company,
      or
      (b) the termination of this Agreement, Consultant shall return to Company all
      Confidential Information and all related documents and materials, including
      any
      documents and materials that incorporate any Confidential
      Information.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.3
      Other
      Nondisclosure Obligations. This Agreement does not diminish, revoke or supersede
      any existing Nondisclosure Agreement or similar agreement between the parties.
      The obligations of the parties set forth in this Section 3 of this Agreement
      are
      in addition to the obligations of the parties set forth in any existing
      Nondisclosure Agreement or otherwise arising under applicable law.

    


    4.
      Rights in Works and Intellectual Property

     

    4.1
      Assignment. Consultant hereby assigns to Company all right, title and interest
      in and
      to
      (i) any and all reports, summaries, software, documentation, manuals,
      photographs, illustrations, graphics, and other works of authorship, ideas,
      inventions, processes, designs, trademarks, technology, information, and
      materials created, written or developed by Consultant in the course of
      performing services for Company, (collectively referred to herein as "Works");
      and (ii) all intellectual property rights associated with such Works, including,
      without limitation, patents, patent rights, copyrights, trademark rights, trade
      secret rights, trade dress rights, and all rights to use, execute, reproduce,
      display, distribute copies of, modify and prepare derivative works based on
      copyrightable Works. The "Works" assigned to Company include (a) all work
      in-progress, intermediate versions and partial versions of any of the Works
      described above, (b) all notes, outlines, flow charts and other interim works,
      and (c) all derivative works based upon any Works. All copyrightable Works
      created by Consultant in connection with the performance of services for Company
      shall be deemed to be, or shall be treated as, works for hire for purposes
      of
      vesting in Company all copyrights in such Works. Consultant shall treat all
      information pertaining to the Works as Confidential Information of Company
      pursuant to Section 3 of this Agreement.

    


    4.2
      Moral
      Rights. This assignment includes all rights of attribution, paternity,
      integrity, disclosure and withdrawal, any rights Consultant may have under
      the
      Visual Rights Act of 1990 or similar federal or state laws (or similar laws
      of
      any jurisdiction), and all other rights throughout the world that may be known
      as "moral rights" (collectively, "Moral Rights"). To the extent that such Moral
      Rights cannot be assigned under applicable law, Consultant hereby waives such
      Moral Rights to the maximum extent permitted and consents to any action of
      Company that would otherwise violate such Moral Rights.

    


    4.3.
      Company Products and Customers. During the term of this Agreement and for one
      (1) year following termination of this Agreement, Consultant shall not, directly
      or indirectly develop any product or business that is competitive with any
      of
      the products of Company that are related to any of the services that Consultant
      performs pursuant to this Agreement. Notwithstanding the foregoing, the parties
      hereto agree that it is not the intention of this clause to prevent the
      Consultant from providing similar services to third parties for any new or
      future product(s), or business that were not a current product or business
      of
      the Company during or at the time of the termination of this
      agreement.

    


    4.4.
      Further Action. Consultant shall sign and file such notices and other documents
      with the United States Copyright Office, U.S. Patent and Trademark Office and
      other appropriate U.S. and foreign agencies, and take such other action, at
      Company's expense, that Company reasonably requests to carry out the assignments
      described in this Agreement.

    


    5.
      Covenants and representations of the Company. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.1
      Company hereby represents, warrants, and covenants that:

     

    
      	 	
              (a)

            	
              Company
                has full authority to enter this Agreement, and the person signing
                on
                behalf of Company is authorized to sign on Company’s behalf;
                

            


    

     

    
      	 	
              (b)

            	
              Upon
                execution and delivery of this Agreement by Company, this Agreement
                shall
                be the legal, valid, and binding obligation of Company, enforceable
                against it in accordance with the terms hereof;
                and

            


    

     

    
      	 	
              (c)

            	
              Company
                is the owner, or has the right to use, reproduce, and distribute
                all
                materials and information (including the Confidential Information),
                provided by Company to Consultant for use in connection with the
                Services
                to be provided by Consultant pursuant to this
                Agreement.

            


    

    


    
      	 	
              (d)

            	
              Company
                will provide such technical, material, production, logistics, sales,
                marketing, administrative, and other support as it determines in its
                discretion to be necessary and required to allow the Consultant to
                timely perform Consultant's obligations under this Agreement., including
                but not limited to those specifically noted in Section 1.1 and
                corresponding Exhibit A, Section 1.

            


    

    


    6.
      Indemnification. 

     

    
      	6.1  	
              Each
                party agrees to defend and indemnify the other party, its directors,
                officers, members, managers, employees, and agents against any claim,
                demand, suit, debt, liability, or costs, including reasonable attorney's
                fees (“Losses”), arising out of or related to: (i) a breach of the
                indemnifying party's warranties, representations, and undertakings
                in this
                Agreement; or (ii) the gross negligence or willful misconduct of
                the
                indemnifying party.

            


    

    


    
      	6.2  	
              The
                party claiming indemnification pursuant to Section 6.1 shall notify
                the
                other party promptly of the claim. The indemnified party may, at
                its own
                expense, assist in the defense if it so chooses, provided that the
                indemnifying party controls the defense and all negotiations relative
                to
                any settlement and further provided that any settlement intended
                to bind
                the indemnified party is not final without the indemnified party's
                consent, which shall not be unreasonably withheld or
                delayed.

            


    

     

    7.
      General Matters

    


    7.1
      Assignment. Neither party shall assign or otherwise transfer any of its rights
      or obligations under this Agreement without prior written consent of the other
      party. 

    


    7.2
      Performance. Neither party shall be liable by reason of failure or delay in
      the
      performance of its obligations under this Agreement if such failure or delay
      is
      caused by acts of God, strikes, lockouts, war or any other cause beyond its
      control and without its fault or negligence.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.3
      Entire Agreement. This Agreement embodies the entire understanding between
      the
      parties hereto with respect to the subject matter hereof, superseding all
      previous and contemporaneous communications, representations, agreements and
      understanding, whether written or oral, in existence on the date of execution
      hereof.

     

    7.4
      Severability. If any term or provision of this Agreement shall be determined
      to
      be invalid or unenforceable under United States law, such term or provision
      shall be deemed severed from this Agreement and a reasonable valid term or
      provision, as the case may be, to be mutually agreed upon by the parties shall
      be substituted. In the event that no reasonable and valid term or provision
      can
      be so substituted, the remaining terms or provisions of this Agreement shall
      remain in full force and effect and shall be construed and interpreted in a
      manner that corresponds, as far as possible, with the intentions of the parties
      as expressed in this Agreement.

     

    7.5
      Governing Law. This Agreement shall be governed by and construed in accordance
      with the laws of the State of Oregon.

    


    7.6
      Incorporation of Exhibits. All exhibits referenced in and attached to this
      Agreement are by this reference incorporated into and made a part of this
      Agreement.

    


    7.7
      Headings. The section headings in this Agreement are included for convenience
      only; they do not give full notice of the terms of any portion of this Agreement
      and are not relevant to the interpretation of any provision of this
      Agreement.

    


    7.8
      Survival. The provisions of Sections 3, 4, 6, and 7 shall survive the
      termination of this Agreement.

    


    7.9
      Insurance. Consultant shall at all times during the term of this Agreement,
      at
Consultant's
      expense, maintain adequate insurance coverage.

     

    7.10
      Notices. Any notice required or permitted to be given hereunder shall be in
      writing and shall be deemed effectively served (i) if delivered personally,
      upon
      receipt by the other party; (ii) if sent by prepaid courier service, prepaid,
      on
      the date the
      courier represents that delivery will occur,
      (iii)
      if sent by certified
      or registered mail, postage paid with return receipt requested,
      five
      (5) days of it being sent; or (iv) if sent by facsimile or other similar means
      of electronic communication (with confirmed receipt), upon receipt of
      transmission notice by the sender. Any notice required or permitted to be given
      hereunder shall be addressed as follows:

     

    
      
        	
                If
                  to the Company

              	
                Attn:

              	
                Gary
                  Weber, VP & CFO

                Synthetech,
                  Inc

                1290
                  Industrial Way 

                PO
                  Box 646

                Albany,
                  OR 97321

              


      

       

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
        	
                If
                  to the Consultant

              	
                Attn:

              	
                M.
                  ‘Sreeni’ Sreenivasan

                2846
                  NW Angelica Drive

                Corvallis,
                  OR 97330-3619

              


      

    

     

    Or
      to
      such person or address as each party shall furnish in writing in accordance
      with
      this section.

    


    7.11 Injunctive
      Relief.
      Consultant acknowledges that Company may not have an adequate remedy at law
      in
      the event of any breach or threatened breach by Consultant of this Agreement
      pertaining to Company's Confidential Information and intellectual property,
      and
      that Company or its customers or suppliers may suffer irreparable injury as
      a
      result. In the event of any such breach or threatened breach, Consultant hereby
      consents to the granting of injunctive relief without the posting by Company
      of
      any bond or other security.

    


    7.12 Attorneys'
      Fees and Court Costs.
      If any
      suit or action arising out of or related to this Agreement is brought by any
      party, the prevailing party shall be entitled to recover the costs and fees
      (including, without limitation, reasonable attorneys' fees, the fees and costs
      of experts and consultants, copying, courier and telecommunication costs, and
      deposition costs and all other costs of discovery) incurred by such party in
      such suit or action, including, without limitation, any post-trial or appellate
      proceeding.

     

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

     

    
      	
            	
            	
              Synthetech,
                Inc.

            


    

     

    
      	
            	
            	
              By:/s/Daniel
                T. Fagan

            


    

    
      	
            	 	
              Daniel
                T. Fagan

            


    

    
      	
            	
            	
              Title:
                Chairman

            


    

     

     

    
      	
            	
            	
              M.
                “Sreeni” Sreenivasan

            


    

     

    
      	
            	
            	
              By:
                /s/ M. Sreenivasan

            


    

    
      	
            	
            	
              M.
                Sreenivasan 
                Consultant

              

            


    

    



    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A
      - Consulting Agreement

    


    


    Description
      of Services, Compensation and Other Matters 

    


    Consultant
      to perform following services on behalf of Synthetech (Company):

    


    1)
      Services:

    Synthetech
      is engaging (Consultant) as a Business Development Consultant for 12 days per
      quarter. Services
      provided by the Consultant will be based on mutually agreed upon assignments
      as
      determined by the Chairman in consultation with the President. These assignments
      may include but are not limited to the following: support on global business
      development, technology alliances, Asia sourcing partnerships, assistance at
      trade shows and continuing on SOCMA’s Informex Committee. Company
      reserves the right to elect, in its sole discretion, to pursue or decline any
      opportunity developed or presented by Consultant. 

    


    2)
      Monthly Payments:

    Company
      will pay Consultant $5,000 every monthly period for 4 (four) days of work.
      This
      payment includes all costs associated with maintaining and operating a home
      office. Payments will begin monthly with the first payment on November 30,
      2007
      for work performed from November 1, 2006 through November 30, 2006. However,
      in
      the event of termination of this agreement after the initial one year term,
      all
      remaining amounts accrued would be payable in a lump sum no later than January
      31, 2008. Monthly payments shall be prorated for any partial month’s work under
      this Agreement. If Consultant works more than (four) days in a monthly period
      Consultant will be paid at a rate of $1250 per each additional day worked.
      Such
      additional work needs to be pre-approved by the Chairman.

    


    3)
      Incentive Payments:

    In
      addition to the above monthly payments, consultant may be eligible for the
      incentive payments as determined in the sole discretion of the Compensation
      Committee in consultation with the Chairman. Any Incentive Compensation shall
      be
      made on a quarterly basis (commencing November 1, 2007) within [30] days
      following the end of the applicable quarter. 

    


    4)
      Travel
      Expenses:

    Normal
      travel expenses in excess of $1,000 per month require the pre-approval of the
      Chairman. 

    


    5)
      The
      primary Company contacts for Consultant in performing the services under this
      agreement are: 

    


    

      
        	
                Overall
                  Coordination

              	
                Daniel
                  T. Fagan, Chairman

              
	
                Alternate

              	
                Greg
                  Hahn- President & COO

              
	
                Business
                  Development

              	
                Brett
                  Reynolds, Director - Sales & Marketing

              
	
                Operations
                  / R&D

              	
                Joel
                  Melka, VP - Operations

              
	
                Finance

              	
                Gary
                  Weber, VP - Finance

              
	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	 
	 	 
	
                Accepted
                  by:

              	 
	 	 
	
                For:
                  Synthetech, Inc.

              	
                For
                  M. “Sreeni” Sreenivasan

              
	
                Date:

              	
                Date:

              
	
                By:
                  /s/ Daniel T. Fagan

              	
                By:
                  /s/ M. Sreenivasan

              
	
                Daniel
                  T. Fagan

              	
                M.
                  Sreenivasan

              
	
                Title:
                  Chairman

              	
                Title:
                  Consultant