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Chief Financial Officer Employment Agreement

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Exhibit 10.2





EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of March 24, 2009, between Douglas Roth, an individual (the "Executive"), and Aceto Corporation (" Aceto"), a New York corporation, recites and provides as follows:



WHEREAS, Aceto desires to continue to retain the services of Executive, and Executive desires to continue to be employed by Aceto, all on the terms and subject to the conditions set forth herein.



NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, Aceto and Executive agree as follows:



1. EMPLOYMENT PERIOD. Aceto hereby agrees to continue to employ Executive, and Executive hereby agrees to continue to be employed by Aceto, in accordance with the terms and provisions of this Agreement, for the period commencing on March 24, 2009 ("the Effective Date") and ending at midnight on March 23, 2012 (the "Employment Period"). The Employment Period shall be renewed automatically for successive and consecutive periods of three (3) years (each such period a " Renewal Term", and each such Renewal Term constituting part of the Employment Period) commencing at the third (3 rd ) anniversary of the Effective Date and on each subsequent third (3 rd ) anniversary thereafter, unless written notice that employment of Executive under this Agreement will not be extended is given by either the Employee or the Company not less that sixty (60) days prior the expiration of the then current Employment Period.



2. TERMS OF EMPLOYMENT.



(A) POSITION AND DUTIES.



(i) During the Employment Period, Executive shall serve as the Chief Financial Officer of Aceto, and perform such duties and functions commensurate with such title as the Board of Directors of Aceto (the "Board"), shall reasonably determine. Executive's services shall be performed principally at Aceto's headquarters in Lake Success, New York. However, from time to time, Executive may also be required by his job responsibilities to travel on Aceto business, and Executive agrees to do so. Executive shall not be required to relocate from the Lake Success, New York area unless Aceto relocates its corporate headquarters, in which event Executive may be required to relocate to such location.



(ii) During the Employment Period, Executive agrees to devote his full-time attention to the business and affairs of Aceto and/or its subsidiaries. Executive's employment under this Agreement shall be Executive's exclusive employment during the Employment Period. Executive may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Executive's performance of Executive's duties hereunder, is contrary to the interest of Aceto or any of its subsidiaries, or requires any significant portion of Executive's business time. The foregoing notwithstanding, the parties recognize and agree that Executive may engage in personal investments, other business activities and civic, charitable or religious activities which do not conflict with the business and affairs of Aceto or interfere with Executive's performance of his duties hereunder. Executive may not serve on the board of directors of any entity other than Aceto during the Employment Period without the written approval of the Board. Executive shall be permitted to retain any compensation received for approved service on any unaffiliated corporation's board of directors.










(B) COMPENSATION.



(i) Base Salary . During the Employment Period, Executive shall receive a base salary ("Base Salary"), which shall be paid in equal installments on a biweekly basis, at the rate of Two Hundred Eighty Thousand Seven Hundred Ninety Eight Dollars ($280,798) per annum. This base salary may be adjusted annually at the discretion of Aceto's Compensation Committee, with approval by the Board.



(ii) Bonus . In addition to Executive's Base Salary, Executive may be granted bonus(es) at the discretion of Aceto's Compensation Committee, with approval by the Board.



(iii) Expenses . During the Employment Period, Executive shall be entitled to receive reimbursement or seek direct payment to vendors for all employment-related expenses incurred by Executive in accordance with the policies, practices and procedures of Aceto as in effect generally from time to time after the Effective Date with respect to executives of Aceto.



(iv) Vacation . During the Employment Period, Executive shall be entitled paid vacation as set forth in Aceto's Company Manual, which may be used in accordance with the policies, programs and practices of Aceto, which are in effect generally from time to time after the Effective Date with respect to other executives of Aceto.



(v) Sick Leave . During the Employment Period, Executive shall be entitled to be paid sick leave in accordance with the policies, programs and practices of Aceto, which are in effect generally from time to time after the Effective Date with respect to other executives of Aceto.



(vi) Car Allowance . During the Employment Period, Executive shall be entitled to a car allowance in accordance with Aceto's car allowance policy, in lieu of expenses associated with the operation of his own automobile. In the alternative, in accordance with Aceto's car allowance policy, Aceto may provide Executive with the private use of a company owned or leased vehicle (if leased, the lease cost up to the amount of the car allowance) and all expenses related to such use (including, without limitation, gas and maintenance expenses) shall be borne by Aceto.




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(vii) Other Benefits . During the Employment Period, Executive shall be entitled to such health insurance and other benefits, as are provided generally to other executives at Aceto, in accordance with the policies, programs and practices of Aceto which are in effect from time to time after the Effective Date.



3. EARLY TERMINATION OF EMPLOYMENT.



(A) DEATH OR DISABILITY. Executive's employment shall terminate automatically upon Executive's death during the Employment Period. In the event that Executive is disabled, as a result of mental or physical condition or illness, and as such cannot perform the material functions of his job, even with reasonable accommodation, for a total of ninety (90) consecutive days or for a total of six (6) months (whether or not such six (6) months is consecutive) during any twelve (12) consecutive month period, Executive's employment may be terminated by Aceto upon Aceto's reasonable and good faith determination that Executive is so disabled ("Disability Effective Date ?). In the event that Aceto intends to terminate the employment of Executive because of disability, Aceto shall give the Executive no less than thirty (30) days' prior written notice of Aceto's intention to terminate Executive's employment. In the event that Executive denies that he is disabled from performing the material functions of his job, Executive may, within thirty (30) days of the date of notice of Aceto's intention to terminate, request that his disability be determined by an independent, licensed physician selected by Aceto or its insurers and acceptable to Executive, Executive's acceptance of the physician not to be unreasonably withheld. Promptly following such request by Executive, Aceto shall arrange for an examination of Executive and Executive shall cooperate fully in such examination. Executive shall remain employed under all the terms, provisions and conditions of this Agreement, until the physician determines in writing whether Executive is disabled from performing the material functions of his job. In the event that the physician determines that Executive is not disabled from performing the material functions of his job, Executive shall continue with his employment under this Agreement. In the event that the physician determines that Executive is disabled from performing the material functions of his job, Executive's employment shall terminate upon such determination.



(B) CAUSE. Aceto may terminate Executive's employment during the Employment Period for Cause by giving written notice to Executive. For purposes of this Agreement, "Cause" shall mean and be limited to (i) the conviction of Executive for committing an act of fraud, embezzlement, theft or other act constituting a felony, or the guilty or nolo contendere plea of Executive to such a felony; (ii) Aceto's good faith determination corroborated by independent evidence, or Executive's admission, of Executive's performance of any act or his failure to act, for which if he were prosecuted and convicted, would amount to a felony involving money or property of Aceto or its subsidadiaries, or which would constitute a felony in the jurisdiction where the act or failure to act has occurred; (iii) material failure, neglect, or refusal by Executive properly to discharge, perform or observe any or all of Executive's job duties, provided Executive has been given written notice of such failure, neglect or refusal, and has not cured such within ten (10) days thereafter; or (iv) material breach of any of the representations, warranties or covenants set forth in Sections 6 or 7 of this Agreement.





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(C) GOOD REASON. Executive may terminate his employment for Good Reason by giving written notice to Aceto. For purposes of this Agreement, "Good Reason" shall mean, in the absence of the consent of the Executive, a reasonable determination by the Executive that any of the following has occurred:



(i) the assignment to the Executive of any duties inconsistent in any material respect with the Executive's position (including title and reporting requirements, authority, duties or responsibilities as contemplated by Section 2(A) of this Agreement), or any other action by Aceto which results in a material diminution in such position, authority, duties or responsibilities excluding for this purpose an isolated and insubstantial action not taken in bad faith and which is remedied by Aceto promptly after receipt of written notice thereof given by the Executive;



(ii) following a "Change of Control" (as hereinafter defined) or in the sixty (60) day period immediately preceding a Change in Control (provided that Aceto had prior knowledge during the period of the Change of Control), Aceto (a) reduces Executive's Base Salary, in one or a series of reductions, in excess of twenty (20%) percent from Executive's average Base Salary for the three (3) year period immediately preceding the Change in Control or (b) requires Executive to relocate from the Lake Success, New York area; or



(iii) any failure by Aceto to comply with any of the provisions of this Agreement applicable to Aceto, provided Aceto has been given written notice of such failure, neglect or refusal, and has not cured such within ten (10) days thereafter, other than any isolated and insubstantial failure not occurring in bad faith and which is remedied promptly after written notice thereof from Executive.



(D) TERMINATION FOR OTHER REASONS. Aceto may terminate the employment of Executive without Cause by giving written notice to Executive at least thirty (30) days prior to the Date of Termination. Executive may resign from his employment without Good Reason hereunder by giving written notice to Aceto at least thirty (30) days prior to the Date of Termination.



(E) NOTICE OF TERMINATION. Any termination shall be communicated by Notice of Termination to the other party. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) days after the giving of such notice, unless otherwise required by Section 3(F)). The failure by Executive or Aceto to set forth in the Notice of Termination any fact or circumstance shall not waive any right of Executive or Aceto hereunder or preclude Executive or Aceto from asserting such fact or circumstance in enforcing Executive's or Aceto's rights hereunder.







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(F) DATE OF TERMINATION. "Date of Termination" shall mean (i) if Executive's employment is terminated by Aceto for Cause, or by Executive for Good Reason, (a) the date of delivery of written notice, if by personal delivery or overnight carrier, (b) the next day after the date of transmission of written notice, if transmitted by facsimile or e-mail, or (c) three (3) calendar days after the
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