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Employment Agreement

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Title:

Employment Agreement

Entities:

FMC Corp.; Synthetech, Inc.

Date:

2006

Size:

41KB total

Price:

$46

ID:

#2492282

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Employment Agreement

SYNTHETECH, INC.

Gregory Robert Hahn

Dated as of August 30, 2006

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Employment Agreement

This Employment Agreement (this "Agreement"), dated as of August 30, 2006, is between Synthetech, Inc., an Oregon corporation ("Employer"), and Gregory Robert Hahn ("Executive").

RECITALS

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

B. Executive is willing 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 employ Executive and Executive will accept 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 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.

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; 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.

TERM

Unless otherwise terminated pursuant to paragraph 6 of this Agreement, Executive's term of employment under this Agreement shall commence on his first day of full-time employment at Employer's headquarters in Albany, Oregon (such date being referred to herein as the "Commencement Date") and shall expire on the third anniversary of the Commencement Date; provided, however, that, commencing on the third anniversary of the Commencement Date and on each anniversary thereafter on which the term of this Agreement may be scheduled to expire and

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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 90 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 7.4) of Employer occurs less than one year prior to the then applicable expiration date and Executive's employment with Employer is not terminated in connection with such Change in Control, the term of this Agreement shall automatically extend until the first anniversary of the date on which the Change in Control occurs.

Notwithstanding anything to the contrary, this Agreement shall terminate and be of no other force and effect if Executive does not commence full-time employment at Employer's headquarters in Albany, Oregon on or before October 1, 2006.

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