syn_ex102-71204.htm


    Exhibit
      10.2

    


    
      	
              Employment
                Agreement

            


    

     

    This
      Employment Agreement (this "Agreement"), dated as of
      November 30, 2007 (the "Commencement Date"), is between
      Synthetech, Inc., an Oregon corporation ("Employer"), and Gary
      A. Weber ("Executive").

     

    RECITALS

     

    
      	
              A.

            	
              Employer
                desires to continue to retain the services of Executive upon the
                terms and
                conditions set forth herein.

            


    

    
      	
              B.

            	
              Executive
                desires to continue to provide services to Employer upon the terms
                and
                conditions set forth herein.

            


    

     

    AGREEMENT

     

    For
      and
      in consideration of the foregoing premises and for other good and valuable
      consideration, the sufficiency and receipt of which are hereby acknowledged,
      Employer and Executive hereby agree as follows:

     

    
      	
              1.           EMPLOYMENT

            


    

    Employer
      will continue to employ Executive and Executive accepts continued employment
      by
      Employer as its Vice President of Finance and Administration, Chief Financial
      Officer, Secretary, Treasurer.  Executive will have the authority,
      subject to Employer's Articles of Incorporation and Bylaws, as may be granted
      from time to time by Employer's Chief Executive Officer ("CEO")
      or its President and Chief Operating Officer.  Executive will perform
      the duties assigned to him from time to time by Employer's CEO or President
      and
      Chief Operating Officer, which relate to the business of Employer or any
      subsidiaries or parent company of Employer or any business ventures in which
      Employer or any subsidiaries or parent company of Employer may
      participate.

     

    
      	
              2.           ATTENTION
                AND EFFORT

            


    

    Executive
      will devote the necessary time, ability, attention and effort to Employer's
      business and will serve its interests during the term of this
      Agreement.

     

    
      	
              3.           TERM

            


    

    Unless
      otherwise terminated pursuant to paragraph 6 of this Agreement, Executive's
      term
      of employment under this Agreement shall begin on the Commencement Date and
      shall expire on March 31, 2009; provided, however, that,
      commencing on March 31, 2009 and on each anniversary thereafter on which
      the term of this Agreement may be scheduled to expire, and subject to
      paragraph 6, the expiration date of the term of Executive's employment
      hereunder shall automatically be extended for one additional year unless, not
      later than the date 180 days prior to the expiration of the then existing term
      either party gives the other written notice that the expiration date shall
      not
      be so extended; and,
provided further, that if a Change in
      Control (as defined in paragraph 7.5) of Employer occurs and Executive's
      employment with Employer is not terminated in connection with such Change in
      Control, the term of this Agreement shall automatically extend for an additional
      18 months from  the date on which the Change in Control
      occurs.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.           COMPENSATION

            


    

    During
      the term of this Agreement, Employer agrees to pay or cause to be paid to
      Executive, and Executive agrees to accept in exchange for the services rendered
      hereunder by him, the following compensation:

     

    
      	
              4.1    Base
                Salary

            


    

    Executive's
      compensation shall consist, in part, of an annual base salary of no less than
      $145,000 plus any increases thereto, before customary payroll
      deductions.  Such annual base salary shall be paid in substantially
      equal installments and at the same intervals as other officers of Employer
      are
      paid, and shall be prorated for any partial years.  The Compensation
      Committee of the Board of Directors (the "Compensation
      Committee") shall determine any increases in the annual base salary in
      future years.  The Compensation Committee shall solicit from
      Employer's CEO recommendations for any such annual base salary
      increases.

     

    
      	
              4.2    Bonus

            


    

    Executive
      may be entitled to receive, in addition to the annual base salary described
      above, an annual bonus in an amount to be determined by the Compensation
      Committee, in its sole discretion.  The Compensation Committee shall
      solicit from Employer's CEO recommendations for any such annual
      bonus.  The Compensation Committee shall, with input from Employer's
      CEO, determine the performance objectives for a given fiscal year prior to
      the
      beginning of that year and shall, following the Compensation Committee's review
      of the CEO's assessment as to achievement of those performance objectives,
      determine achievement by Executive of those objectives in its sole
      discretion.  Any annual bonus will be paid to Executive no later than
      30 days after completion of Employer's audited financial statements for the
      fiscal year for which such bonus applies, but in no event later than the end
      of
      the Executive's taxable year.  If (a) Executive's employment with
      Employer terminates as a result of expiration of the term of this Agreement
      or
      termination (i) by Employer other than for Cause (as defined in paragraph 7.6);
      (ii) by Executive with Good Reason (as defined in paragraph 7.7); or (iii)
      due
      to Executive's death or total disability (as defined in paragraph 6.3) and
      (b) actual performance for the fiscal year during which such termination
      occurs achieves the performance objectives established by the Compensation
      Committee for such fiscal year, Executive shall be entitled to receive (no
      later
      than 30 days after completion of Employer's audited financial statements for
      the
      applicable fiscal year, but in no event later than the end of the Executive's
      taxable year) an annual bonus, the amount of which shall be prorated (based
      on
      the number of days during such fiscal year Executive was employed by Employer
      prior to such termination).

     

    
      	
              4.3    Equity
                Awards

            


    

    The
      Compensation Committee shall determine any grants of restricted stock, stock
      options or other equity-based awards to be made to Executive under Employer's
      equity compensation plans or otherwise.  The Compensation Committee
      shall solicit from Employer's CEO recommendations for any such grants and
      awards.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    4.4    Withholding

    Employer
      shall withhold from any payments under this Agreement all federal, state, city
      or other taxes as may be required pursuant to any applicable law, governmental
      regulation or ruling.

     

    
      	
              5.           BENEFITS

            


    

    During
      the term of this Agreement, Executive will be entitled to participate, subject
      to and in accordance with applicable eligibility requirements, in fringe benefit
      programs as shall be available generally to officers and employees of Employer
      or which may be provided specifically for Executive from time to time by action
      of the Compensation Committee (or any other person or committee appointed by
      the
      Board of Directors to determine fringe benefit programs).

     

    
      	
              6.           TERMINATION

            


    

    Employment
      of Executive pursuant to this Agreement may be terminated as follows, but in
      any
      case, the provisions of paragraph 8 hereof shall survive the termination of
      this
      Agreement and the termination of Executive's employment hereunder:

     

    
      	
              6.1    By
                Employer

            


    

    With
      or
      without Cause (as defined below), Employer may terminate the employment of
      Executive at any time during the term of employment upon giving Executive at
      least ninety (90) days' prior written notice thereof.  The effective
      date of the termination of Executive's employment shall be the date on which
      such applicable 90-day period expires; provided, however, that
      Employer may, upon notice to Executive and without reducing Executive's annual
      base salary during such 90-day period, excuse Executive from any or all of
      his
      duties during such period and request Executive to immediately resign as an
      officer of Employer, whereupon, if requested to so resign, Executive shall
      immediately resign.

     

    
      	
              6.2    By
                Executive

            


    

    Executive
      may terminate his employment at any time upon giving Employer, in the case
      of
      termination by Executive (a) other than with Good Reason (as defined below),
      at
      least 90 days' prior written notice thereof and (b) with Good Reason, at
      least 30 days' prior written notice thereof.  The effective date of
      the termination of Executive's employment shall be the date on which such
      applicable 90 or 30-day period expires;provided, however, that
      Employer may, upon notice to Executive and without reducing Executive's annual
      base salary during such 90 or 30-day period, excuse Executive from any or all
      of
      his duties during such period and request Executive to immediately resign as
      an
      officer of Employer, whereupon, if requested to so resign, Executive shall
      immediately resign.  Any such resignation at Employer's request
      following Executive's notice of termination other than with Good Reason shall
      not be deemed to represent termination of Executive's employment by Employer
      for
      purposes of this Agreement or otherwise, but shall be deemed voluntary
      termination by Executive of his employment without Good Reason.

     

    
      	
              6.3    Automatic
                Termination

            


    

    This
      Agreement and Executive's employment hereunder shall terminate automatically
      upon the death or total disability of Executive.  The term
      "total disability" as used herein shall 

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    mean
      Executive's inability to perform the duties set forth in paragraph 1 hereof,
      with or without reasonable accommodation, for a period or periods aggregating
      120 calendar days in any 12-month period as a result of physical or mental
      illness, loss of legal capacity or any other cause beyond Executive's control,
      unless Executive is granted a leave of absence by Employer's Board of
      Directors.  Executive and Employer hereby acknowledge that Executive's
      ability to perform the duties specified in paragraph 1 hereof is of the
      essence of this Agreement. Termination hereunder shall be deemed to be effective
      immediately upon Executive's death or a determination by Employer's Board of
      Directors of Executive's total disability, as defined herein.

     

    
      	
              7.           TERMINATION
                PAYMENTS

            


    

    In
      the
      event of termination of the employment of Executive, all compensation and
      benefits set forth in this Agreement shall terminate except as specifically
      provided in this paragraph 7:

     

    
      	
              7.1    Termination
                by
                Employer Without Cause or by Executive With Good Reason, or Upon
                a Change
                in Control of Employer

            


    

    If
      Employer terminates Executive's employment without Cause, or if Executive
      terminates his employment with Good Reason, or if Executive's employment is
      terminated upon a Change in Control of Employer (as defined in paragraph 7.5
      below), Executive shall be entitled to receive immediately and in a lump sum
      payment: (a) a termination payment equal to 100% of Executive’s then
      current annual base salary; (b) any unpaid annual base salary and unpaid
      fringe benefits under paragraph 5 that have accrued as of the date termination
      of Executive's employment becomes effective (or, if applicable, up to the end
      of
      the 90 or 30 day period referenced in paragraph 6.1 or 6.2); and (c)
      performance bonus payments pursuant to paragraph 4.2, except such performance
      bonus payments shall be made by Employer in accordance with payment provisions
      and terms set forth in paragraph 4.2 (e.g. payment shall be no later than 30
      days after completion of Employer's audited financial statements for the
      applicable fiscal year, but in no event later than the end of Executive's
      taxable year, and shall be calculated based upon prorated calculations, if
      applicable, as provided for by paragraph 4.2).  Executive shall also
      be entitled to receive reimbursement of expenses actually incurred for
      continuation coverage under a group health plan of the Employer for a period
      of
      twelve months following termination of employment.

     

    
      	
              7.2    Termination
                by
                Executive Without Good Reason; Expiration of Term; Termination Because
                of
                Death or Total Disability

            


    

    In
      the
      case of the termination of Executive's employment (a) by Executive without
      Good
      Reason or (b) as a result of the expiration of the term (as the same may be
      extended pursuant to paragraph 3) of this Agreement or because of
      Executive's death or total disability (as defined in paragraph 6.3),
      Executive (or his personal representative, as applicable) shall not be entitled
      to receive any payments hereunder other than (x) any accrued but unpaid annual
      base salary and other benefits set forth in clause (b) of paragraph 7.1
      hereof and (y) solely with respect to termination of employment as a result
      of
      the expiration of the term of this Agreement or because of Executive's death
      or
      total disability, any annual bonus payments pursuant to clause (c) of paragraph
      7.1 hereof.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    
      	
              7.3    Termination
                of
                Employment With Cause

            


    

    Notwithstanding
      anything to the contrary, if Employer terminates Executive's employment for
      Cause, Executive shall not be entitled to receive any payments hereunder other
      than those set forth in clause (b) of paragraph 7.1 hereof.

     

    
      	
              7.4    Payment
                Schedule

            


    

    Notwithstanding
      anything to the contrary, to the extent necessary to comply with the deferred
      compensation requirements of section 409A of the Internal Revenue Code of 1986,
      as amended, all payments under this paragraph 7 shall be deferred during the
      six
      months immediately following the termination date (other than payments for
      accrued but unpaid annual base salary or annual bonus) and paid promptly
      following the end of such six-month period.

     

    
      	
              7.5    Definition
                of
                Change in Control

            


    

    A
      "Change in Control" of Employer shall
      mean:  (a) any consolidation or merger of Employer in which
      Employer is not the continuing or surviving corporation or pursuant to which
      shares of Employer's Common Stock would be converted into the right to receive
      cash, securities or other property, other than a merger of Employer in which
      the
      holders of Common Stock immediately prior to the merger have the same
      proportionate ownership of common stock of the surviving corporation immediately
      after the merger; (b) any sale, lease, exchange or other transfer (in one
      transaction or a series of related transactions) of all or substantially all
      the
      assets of Employer; (c) the acquisition by any person (as such term is
      defined in Section 13(d) of the Securities Exchange Act of 1934, as amended
      (the
      "Exchange Act"), excluding, for this purpose, Employer) of any
      shares of Common Stock (or securities convertible into Common Stock), if after
      making such acquisition, such person is the beneficial owner (as such term
      is
      defined in Rule 13d-3 promulgated under the Exchange Act), directly or
      indirectly, of 30% or more of the outstanding Common Stock (calculated as
      provided in paragraph (d) of such Rule 13d-3 in the case of rights to
      acquire common stock); or (d) the failure, for any reason, of the persons
      comprising the Board of Directors as of the date hereof (the "Incumbent
      Board") to constitute at least a majority of the Board of Directors;
provided, however, that any person whose election or nomination
      for election was approved by a majority of the persons then comprising the
      Incumbent Board (other than an election or nomination of a person whose initial
      assumption of office is in connection with an actual or threatened election
      contest relating to the election of directors) shall be, for purposes of this
      Agreement, deemed to be a member of the Incumbent Board.

     

    
      	
              7.6    Definition
                of
                Cause

            


    

    Whenever
      reference is made in this Agreement to termination being with or without Cause,
      "Cause" shall mean cause given by Executive to Employer and
      shall include the occurrence of one or more of the following
      events:

    (a)           Willful
      failure or refusal to carry out the lawful duties of Executive described in
      paragraph 1 hereof or lawful directions of Employer's CEO or President and
      Chief Operating Officer, which directions are reasonably consistent with the
      duties herein set forth to be performed by Executive;

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    (b)           Conviction
      of or entering a plea of guilty or no contest to a violation by Executive of
      a
      state or federal criminal law involving the commission of a crime against
      Employer or its employees or a felony;

    (c)           Continuous
      misuse of alcohol or controlled substances or illegal substances that materially
      interferes with Executive's performance of his duties to Employer; deception,
      fraud, misrepresentation or dishonesty by Executive; any incident materially
      compromising Executive's reputation or ability to represent Employer with the
      public; any act or omission by Executive that materially impairs Employer's
      business, good will or reputation; or any other misconduct; or

    (d)           Any
      material violation of any provision of this Agreement that is not cured by
      Executive within 30 days after receipt of written notice thereof given by
      Employer.

     

    
      	
              7.7    Definition
                of
                Good Reason

            


    

    Whenever
      reference is made in this Agreement to termination being with Good Reason,
      "Good Reason" means the occurrence, without Executive's written
      consent, of one or more of the following events:

     

    (a)           Action
      by Employer which results in a material diminution in the position held by
      Executive, or the assignment to Executive of duties materially inconsistent
      with
      his position with Employer, excluding for this purpose inadvertent action not
      taken in bad faith and that is remedied by Employer within 30 days after receipt
      of written notice thereof, which written notice must be given by Executive
      within 90 days of the breach by Employer;

     

    (b)           Failure
      by Employer to promptly pay Executive any installment or portion of his
      compensation from Employer when earned and due, excluding for this purpose
      any
      inadvertent action not taken in bad faith and that is remedied by Employer
      within 30 days after receipt of written notice thereof, which written notice
      must be given by Executive within 90 days of the breach by
      Employer;

     

    (c)           Employer
      requiring Executive generally to perform his duties to Employer at a location
      more than 75 miles outside the Albany, Oregon area, excluding for this purpose
      travel outside such area reasonably required in connection with fulfilling
      his
      duties and responsibilities to Employer and excluding for this purpose any
      inadvertent action not taken in bad faith and that is remedied by Employer
      within 30 days after receipt of written notice thereof, which written notice
      must be given by Executive within 90 days of the breach by Employer;
      or

     

    (d)           Any
      other material breach by Employer of this Agreement that is not cured by
      Employer within 30 days after receipt of written notice thereof, which written
      notice must be given by Executive within 90 days of the breach by
      Employer.

     

    
      	
              8.           NONSOLICITATION

            


    

     

    
      	
              8.1    Applicability

            


    

    This
      paragraph 8 shall survive the termination of Executive's employment with
      Employer or the expiration of the term of this Agreement.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    
      	
              8.2    Scope
                of Nonsolicitation

            


    

    Executive
      shall not, during his employment and for a period of two years from the later
      of
      (a) the date on which his employment with Employer terminates for any reason;
      and (b) the date this Agreement expires, directly or indirectly, solicit,
      influence or entice, or attempt to solicit, influence or entice, any employee
      or
      consultant of Employer to cease his relationship with Employer or solicit,
      influence, entice or in any way divert any customer, distributor, partner,
      joint
      venturer or supplier of Employer to do business or in any way become associated
      with any Competitor.  A "Competitor" shall include
      any entity which, directly or indirectly, competes with Employer or produces,
      markets, distributes or otherwise derives benefit from the production, marketing
      or distribution of products that compete with products then produced by Employer
      or the feasibility for production of which Employer is then actually studying,
      or which is preparing to market or is developing products that will be in
      competition with the products then produced or being studied or developed by
      Employer, in each case anywhere within such geographic areas as Employer markets
      or sells its products at the time of termination of Executive's employment
      with
      Employer.

     

    
      	
              8.3    Assignment
                of
                Intellectual Property

            


    

    All
      concepts, designs, machines, devices, uses, processes, technology, trade
      secrets, works of authorship, customer lists, plans, embodiments, inventions,
      improvements or related work product (collectively "Intellectual
      Property") which Executive develops, conceives or first reduces to
      practice during the term of his employment hereunder or within one year after
      the termination of his employment hereunder or the expiration of this Agreement,
      whether working alone or with others, shall be the sole and exclusive property
      of Employer, together with any and all Intellectual Property rights, including,
      without limitation, patent or copyright rights, related thereto, and Executive
      hereby assigns to Employer all of such Intellectual
      Property.  "Intellectual Property" shall include only
      such concepts, designs, machines, devices, uses, processes, technology, trade
      secrets, customer lists, plans, embodiments, inventions, improvements and work
      product which (a) relate to Executive's performance of services under this
      Agreement, to Employer's field of business or to Employer's actual or
      demonstrably anticipated research or development, whether or not developed,
      conceived or first reduced to practice during normal business hours or with
      the
      use of any equipment, supplies, facilities or trade secret information or other
      resource of Employer or (b) are developed, in whole or in part, on
      Employer's time or developed using Employer's equipment, supplies, facilities
      or
      trade secret information, or other resources of Employer, whether or not the
      work product relates to Employer's field of business or Employer's actual or
      demonstrably anticipated research.

     

    
      	
              8.4    Disclosure
                and
                Protection of Inventions

            


    

    Executive
      shall disclose in writing all concepts, designs, processes, technology, plans,
      embodiments, inventions or improvements constituting Intellectual Property
      to
      Employer promptly after the development thereof.  At Employer's
      request and at Employer's expense, Executive will assist Employer or its
      designee in efforts to protect all rights relating to such Intellectual
      Property.  Such assistance may include, without limitation, the
      following:  (a) making application in the United States and in
      foreign countries for a patent or copyright on any work products specified
      by
      Employer; (b) executing documents of assignment to Employer or its designee
      of all of Executive's right, title and interest in and to any work 

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    product
      and related intellectual property rights; and (c) taking such additional
      action (including, without limitation, the execution and delivery of documents)
      to perfect, evidence or vest in Employer or its designee all right, title and
      interest in and to any Intellectual Property and any rights related
      thereto.

     

    
      	
              8.5    Nondisclosure;
                Return of Materials

            


    

    During
      the term of his employment by Employer and following termination of such
      employment, he will not disclose (except as required by his duties to Employer),
      any concept, design, process, technology, trade secret, customer list, plan,
      embodiment, or invention, any other Intellectual Property or any other
      confidential information (including, without limitation, customer information),
      whether patentable or not, of Employer of which Executive becomes informed
      or
      aware during his employment, whether or not developed by
      Executive.  In the event of the termination of his employment with
      Employer or the expiration of this Agreement, Executive will return all
      documents, data and other materials of whatever nature, including, without
      limitation, drawings, specifications, research, reports, embodiments, software
      and manuals to Employer which pertain to his employment with Employer or to
      any
      Intellectual Property and shall not retain or cause or allow any third party
      to
      retain photocopies or other reproductions of the foregoing.

     

    
      	
              8.6    Equitable
                Relief

            


    

    Executive
      acknowledges that the provisions of this paragraph 8 are essential to Employer,
      that Employer would not enter into this Agreement if it did not include this
      paragraph 8 and that damages sustained by Employer as a result of a breach
      of this paragraph 8 cannot be adequately remedied by damages, and Executive
      agrees that Employer, notwithstanding any other provision of this Agreement,
      including paragraph 13 hereof, and in addition to any other remedy it may have
      under this Agreement or at law, shall be entitled to injunctive and other
      equitable relief to prevent or curtail any breach of any provision of this
      Agreement, including this paragraph 8.

     

    
      	
              8.7    Effect
                of Violation

            


    

    Executive
      and Employer acknowledge and agree that additional consideration has been given
      for Executive entering into this paragraph 8, such additional consideration,
      including, certain provisions for termination payments pursuant to paragraph
      7
      of this Agreement.  Violation by Executive of this paragraph 8 shall
      relieve Employer of any obligation it may have to make such termination
      payments, but shall not relieve Executive of his obligations under this
      paragraph 8.

     

    
      	
              8.8    Definition
                of
                Employer

            


    

    For
      purposes of subparagraph 8.2 hereof, "Employer" shall include
      Employer and any of its subsidiaries or parent corporation and any business
      ventures in which Employer or any of its subsidiaries or parent corporation
      may
      participate.

     

    
      	
              9.           REPRESENTATIONS
                AND WARRANTIES

            


    

    To
      induce
      Employer to enter into this Agreement, Executive represents and warrants to
      Employer as follows:

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    
      	
              9.1    No
                Violation of Other
                Agreements

            


    

    Neither
      the execution nor the performance of this Agreement by Executive will violate
      or
      conflict in any way with any other agreement by which Executive may be bound,
      or
      with any other duties imposed upon Executive by corporate or other statutory
      or
      common law.

     

    
      	
              9.2    Patents,
                Etc.

            


    

    Executive
      has prepared and attached hereto as Schedule A a list of all
      inventions, patent applications and patents made or conceived by Executive
      prior
      to the date hereof, which are subject to prior agreement or which Executive
      desires to exclude from this Agreement, or, if no such list is attached,
      Executive hereby represents and warrants to Employer that there are no such
      inventions, patent applications or patents.

     

    
      	
              10.           FORM
                OF NOTICE

            


    

    All
      notices given hereunder shall be given in writing, shall specifically refer
      to
      this Agreement and shall be personally delivered or sent by telecopy or other
      electronic facsimile transmission, by overnight delivery by a nationally
      recognized carrier service or by registered or certified mail, return receipt
      requested, at the address set forth below or at such other address as may
      hereafter be designated by notice given in compliance with the terms
      hereof:

     

    
      	
               

            	
              If
                to Executive:

            	
              Gary
                A. Weber

            


    

    


    


    
      	
               

            	
              If
                to Employer:

            	
              Synthetech,
                Inc

            


    

    
      	
               

            	
              1290
                Industrial Way

            


    

    
      	
               

            	
              Albany,
                OR 97321-0210

            


    

    
      	
               

            	
              Attention:
                Chief Executive Officer

            


    

    
      	
               

            	
              Facsimile
                No.: 541-967-9424

            


    

    
      	
               

            	
              Copy
                to:

            	
              Perkins
                Coie LLP

            


    

    
      	
               

            	
              1120
                NW Couch Street, Tenth Floor

            


    

    
      	
               

            	
              Portland,
                OR  97209-4128

            


    

    
      	
               

            	
              Attention:  David
                Matheson

            


    

    
      	
               

            	
              Facsimile
                No.: 503-727-2222

            


    

     

    If
      notice
      is mailed, such notice shall be effective upon mailing, if such notice is sent
      by overnight delivery, such notice shall be effective upon the next business
      day
      following delivery to the courier service, or if notice is personally delivered
      or sent by telecopy or other electronic facsimile transmission, it shall be
      effective upon receipt.

     

    
      	
              11.           ASSIGNMENT

            


    

    This
      Agreement is personal to Executive and shall not be assignable by
      Executive.  Employer may assign its rights hereunder to (a) any
      corporation resulting from any merger, consolidation or other reorganization
      to
      which Employer is a party or (b) any corporation, partnership, association
      or other person to which Employer may transfer all or substantially all of
      the
      assets and business of Employer existing at such time.  All of the
      terms and provisions of this Agreement shall be binding upon and shall inure
      to
      the benefit of and be enforceable by the parties hereto and their respective
      successors, heirs, legal representatives and permitted assigns.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    
      	
              12.           WAIVERS

            


    

    No
      delay
      or failure by any party hereto in exercising, protecting or enforcing any of
      its
      rights, titles, interests or remedies hereunder, and no course of dealing or
      performance with respect thereto, shall constitute a waiver
      thereof.  The express waiver by a party hereto of any right, title,
      interest or remedy in a particular instance or circumstance shall not constitute
      a waiver thereof in any other instance or circumstance.  All rights
      and remedies shall be cumulative and not exclusive of any other rights or
      remedies.

     

    
      	
              13.           ARBITRATION

            


    

    Subject
      to the provisions of subparagraph 8.6 hereof, any controversies or claims
      arising out of or relating to this Agreement shall be fully and finally settled
      by arbitration in Portland, Oregon, in accordance with the Commercial
      Arbitration Rules of the American Arbitration Association then in effect (the
      "AAA Rules"), conducted by one arbitrator either mutually
      agreed upon by Employer and Executive or chosen in accordance with the AAA
      Rules, except that (a) the parties thereto shall have any right to discovery
      as
      would be permitted by the Federal Rules of Civil Procedure for a period of
      90
      days following the commencement of such arbitration and the arbitrator thereof
      shall resolve any dispute which arises in connection with such discovery and
      (b)
      the arbitration may be conducted by AAA or by such other arbitration service
      as
      the parties agree.  The prevailing party shall be entitled to costs,
      expenses and reasonable attorneys' fees, and judgment upon the award rendered
      by
      the arbitrator may be entered in any court having jurisdiction
      thereof.

     

    
      	
              14.           AMENDMENTS
                IN WRITING

            


    

    No
      amendment, modification, waiver, termination or discharge of any provision
      of
      this Agreement, nor consent to any departure therefrom by either party hereto,
      shall in any event be effective unless the same shall be in writing,
      specifically identifying this Agreement and the provision intended to be
      amended, modified, waived, terminated or discharged and signed by Employer
      and
      Executive, and each such amendment, modification, waiver, termination or
      discharge shall be effective only in the specific instance and for the specific
      purpose for which given.  No provision of this Agreement shall be
      varied, contradicted or explained by any oral agreement, course of dealing
      or
      performance or any other matter not set forth in an agreement in writing and
      signed by Employer and Executive.

     

    
      	
              15.           APPLICABLE
                LAW; VENUE

            


    

    This
      Agreement shall in all respects, including all matters of construction, validity
      and performance, be governed by, and construed and enforced in accordance with,
      the laws of the State of Oregon, without regard to any rules governing conflicts
      of laws.  Subject to paragraph 13, the parties irrevocably consent to
      the exclusive jurisdiction and venue of the state and federal courts located
      in
      Multnomah County, Oregon in connection with any action relating to this
      Agreement.

     

    
      	
              16.           SEVERABILITY

            


    

    If
      any
      provision of this Agreement shall be held invalid, illegal or unenforceable
      in
      any jurisdiction, for any reason, including, without limitation, the duration
      of
      such provision, its geographical scope or the extent of the activities
      prohibited or required by it, then, to the full extent permitted by law
      (a) all other provisions hereof shall remain in full force and effect in


     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    such
      jurisdiction and shall be liberally construed in order to carry out the intent
      of the parties hereto as nearly as may be possible, (b) such invalidity,
      illegality or unenforceability shall not affect the validity, legality or
      enforceability of any other provision hereof, and (c) any court or
      arbitrator having jurisdiction thereover shall have the power to reform such
      provision to the extent necessary for such provision to be enforceable under
      applicable law.

     

    
      	
              17.           HEADINGS

            


    

    All
      headings used herein are for convenience only and shall not in any way affect
      the construction of, or be taken into consideration in interpreting, this
      Agreement.

     

    
      	
              18.           COUNTERPARTS

            


    

    This
      Agreement, and any amendment or modification entered into pursuant to paragraph
      14 hereof, may be executed in any number of counterparts, each of which
      counterparts, when so executed and delivered, shall be deemed to be an original
      and all of which counterparts, taken together, shall constitute one and the
      same
      instrument.

     

    
      	
              19.           ENTIRE
                AGREEMENT

            


    

    This
      Agreement on and as of the date hereof constitutes the entire agreement between
      Employer and Executive with respect to the subject matter hereof and all prior
      or contemporaneous oral or written communications, understandings or agreements
      between Employer and Executive with respect to such subject matter are hereby
      superseded and nullified in their entireties, including, without limitation,
      the
      Employment Agreement dated as of 

    January 13,
      2006.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties have executed and entered into this Employment
      Agreement on the date set forth above.

     

    


    
      	 	EXECUTIVE:	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Gary
              A. Weber	 
	 	 	Name:
              Gary A. Weber	 
	 	 	 	 
	 	 	 	 


    

     

    
      	 	EMPLOYER:	 
	 	 	 
	 	SYNTHETECH,
              INC.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Daniel
              T. Fagan	 
	 	 	Title:  Chairman
              and CEO	 
	 	 	 	 
	 	 	 	 


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              SCHEDULE
                A

            
	
              Patents,
                etc.

            


    

    


    None