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Exhibit 10.1
Employment Agreement
SYNTHETECH, INC.
Gregory Robert Hahn
Dated as of November 30, 2007
This
Employment Agreement (this " Agreement "),
dated as of November 30, 2007 (the " Commencement
Date "), is between Synthetech, Inc., an Oregon
corporation (" Employer "), and Gregory
Robert Hahn (" Executive ").
RECITALS
A. Employer
desires to continue to retain the services of Executive upon
the terms and conditions set forth herein.
B. Executive
is willing 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:
Employer
will continue to employ Executive and Executive will accept
continued employment by Employer as its President and Chief
Operating Officer. Executive will have the
authority, subject to Employer's Articles of Incorporation and
Bylaws, as may be granted from time to time by the Board of
Directors of Employer (the " Board of
Directors "). Executive will perform the
duties assigned to the President and Chief Operating Officer
in Employer's Bylaws, the duties customarily performed by the
President and Chief Operating Officer of a corporation which
is, in all material respects, similar to Employer and such
other duties as may be assigned from time to time by
Employer's Chief Executive Officer or the Board of Directors,
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.
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; provided , however ,
that Executive may devote reasonable periods of time to
(a) engaging in personal investment activities,
(b) serving on the board of directors of other
corporations, and (c) engaging in charitable or community
service activities, so long as none of the foregoing
additional activities (x) materially interfere with
Executive's duties under this Agreement or (y) violate
paragraph 8.
2
Unless
otherwise terminated pursuant to paragraph 6 of this
Agreement, Executive's term of employment under this Agreement
shall commence on the Commencement Date and shall expire on
March 31, 2010; provided , however, that,
commencing on March 31, 2010 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 two additional
years 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 , f urther , that
if a Change in Control (as defined in paragraph 7.4) 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 two years from the date on which the Change in
Control occurs.
Commencing
on the Commencement Date and continuing 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:
Executive's
compensation shall consist, in part, of an annual base
salary. Until March 31, 2009, Executive’s
annual base salary shall be no less than $200,000, 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.
Executive
may be entitled to receive, in addition to the annual base
salary described above, an annual bonus in an amount (up to
45% of Executive's base salary, although in the case of
exceptional performance, as determined by the Compensation
Committee in its sole discretion, a bonus of greater than 45%
may be awarded) to be determined by the Compensation
Committee, in its sole discretion. The Compensation
Committee shall determine the performance objectives relating
to the annual bonus for a given fiscal year prior to the
beginning of that year and shall determine achievement of
performance 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 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 by Employer other than for Cause
(as defined in paragraph 7.5) or by Executive with
Good Reason (as defined in paragraph 7.6) or due to
Executive's death or total disability (as defined in
paragraph 6.3) and (b) actual
performance
3
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 Executive's taxable
year) an annual performance 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).
The
Compensation Committee shall determine any grants of
restricted stock, stock options or other equity-based awards
to be made to Executive.
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.
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). Executive shall
be entitled to four weeks of vacation, in addition to paid
holidays offered by Employer generally to its employees, on an
annual basis.
Employer
will secure a lease for a mutually agreed upon automobile that
Executive will utilize during the term of his employment with
Employer, and Employer shall pay all expenses related to the
use of such automobile, including, but not limited to,
financing, operation and maintenance of the automobile and all
standard liability, collision and comprehensive insurance for
the use of such automobile.
Employer
will pay up to $ 25,000 of Executive's reasonable
out-of-pocket moving expenses incurred prior to
September 11, 2009 in connection with Executive's
relocation to Oregon.
4
At
Employer's request, Executive shall cooperate with Employer in
obtaining, at Employer's expense, key-man life insurance
policies on Executive's life, with Employer to be the
beneficiary of any such policies. Employer's
inability to obtain such insurance due to lack of insurability
of Executive shall not be deemed a breach of this
Agreement.
Employer
agrees that it will indemnify Executive against liability as
an officer of Employer and, to the extent he acts in such
capacity, as a director of Employer or as a director or an
officer of any of Employer's affiliates, to the fullest extent
permitted by applicable law. To the fullest extent permitted
by applicable law, Employer agrees to advance and pay all
reasonable legal fees and costs on behalf of Executive to
defend Executive against any and all claims against Executive
relating to his position as an officer and director of
Employer, and Executive shall have the right to select his
legal counsel to defend him against any and all such claims,
provided that such counsel must be reasonably acceptable to
Employer.
Subject
to Executive's eligibility therefore, Employer shall secure
and maintain during the term of Executive’s employment
with Employer a standard term life insurance policy in the
aggregate amount of $200,000 for the benefit of Executive and
his designated beneficiaries.
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:
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 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 a Director, if applicable, and officer of Employer,
whereupon, if requested to so resign, Executive shall
immediately resign.
5
Executive
may terminate his employment at any time upon giving Employer,
in the case of termination by Executive (a) other than with
Good Reason, 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 a Director, if applicable,
and 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.
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 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 the 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 the Board of Directors of Executive's total
disability, as defined herein.
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:
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 7.4 below), in each case
prior to the end of the term of this Agreement, Executive
shall be entitled to receive immediately and in a lump sum
payment: (a) termination payments equal to 200% of
Executive's then-current annual base salary, (b) any
unpaid annual base salary and unpaid fringe benefits under
paragraph 5.1 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-
6
day
period referenced in paragraphs 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. If Executive is terminated by
Employer for Cause, Executive shall not be entitled to receive
any of the foregoing benefits, other than any accrued but
unpaid annual base salary and other benefits set forth in
clause (b) above.
In
the case of the termination of Executive's employment by
Executive without Good Reason or because of his death or total
disability
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