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000-04217
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11-1720520
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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The
term of the Employment Agreements is three (3) years. The employment
period shall be renewed automatically for successive and consecutive
periods of three (3) years commencing at the third (3rd) anniversary of
the Effective Date and on each subsequent third (3rd) anniversary
thereafter, unless written notice that employment of Executive under the
agreement will not be extended is given by either the Executive or the
Company not less that sixty (60) days prior the expiration of the then
current employment period.
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In
terms of compensation, the Employment Agreements provide for a base salary
for each Executive. Mr. Schwartz’s base salary is $446,190 per annum, Mr.
Roth’s base salary is $280,798 per annum, Mr. Miata’s base salary is
$286,449 per annum, Mr. DeBenedittis’s base salary is $279,945 per annum
and Mr. Feinman’s base salary is $220,255 per annum. The base salaries for
each of the Executives may be adjusted annually at the direction of
Aceto’s Compensation Committee, with approval by the Board of
Directors.
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In
addition to Executive’s base salary, the Executives may be granted
bonus(es) at the discretion of Aceto’s Compensation Committee, with
approval by the Board of Directors.
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The
Employment Agreements can be terminated early: (a) upon the Executive’s
death or disability; (b) by the Company for “Cause;” (as defined in the
Employment Agreement) (c) by the Executive for “Good Reason;” (as defined
in the Employment Agreement) or (d) by termination for other
reasons.
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●
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If,
during the Employment Period, Aceto shall terminate the Executive's
employment without Cause or Executive shall terminate employment for Good
Reason, then Aceto shall continue to pay to Executive, in regular
bi-weekly installments Executive’s base salary under the Agreement for the
duration of the employment period and continue to provide benefits to
Executive at least equal to those which would have been provided to him in
accordance with the plans, programs, practices and policies which are
generally applicable to other peer executives for the duration of the
employment period. If Executive commences employment with
another employer, or if Executive engages in other work for compensation,
then Aceto’s obligation to pay bi-weekly installments shall be reduced or
eliminated to the extent Executive receives compensation from the other
work other than with Aceto. If Executive commences employment
with another employer and is eligible to receive medical and other welfare
benefits under another employer-provided plan, the medical and other
welfare benefits to be provided by Aceto shall
terminate.
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In
the event following a “Change in Control” of Aceto during the Employment
Period: (a) the Executive is terminated without cause within two (2) years
after the occurrence of a Change of Control, (b) the Executive terminates
his employment for good reason within two (2) years after the occurrence
of a Change of Control; or (c) Aceto or its successor elects to not have
the Employment Agreement automatically renew on the first anniversary of
the Agreement’s term following the Change of Control, then Aceto shall pay
Mr. Schwartz an amount equal to: three (3) times his base salary in effect
immediately prior to his termination and two times the amount of bonus, if
any, paid to Mr. Schwartz for the fiscal year preceding the Change in
Control. Aceto shall also continue for such period to permit
Mr. Schwartz to receive or participate at Aceto’s expense in all fringe
benefits available to him pursuant to the Employment Agreement for a
period of three (3) years after termination of his
employment. For Messrs. Roth, Miata, DeBenedittis, and
Feinman, Aceto shall pay two (2) times the their base salary in
effect immediately prior to their termination and the amount of bonus, if
any, paid to the them for the fiscal year preceding the Change in Control.
Aceto shall also continue for such period to permit Messrs. Roth, Miata,
DeBenedittis, and Feinman to receive or participate at Aceto’s expense in
all fringe benefits available to each of them pursuant to the Employment
Agreement for a period of two (2) years after termination of their
employment.
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Item
9.01
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Financial
Statements and Exhibits
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| Exhibit No. | Description |
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10.1
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Employment
Agreement, effective March 24, 2009, between the Company and Leonard S.
Schwartz
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10.2
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Employment
Agreement, effective March 24, 2009, between the Company and Douglas
Roth
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10.3
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Employment
Agreement, effective March 24, 2009, between the Company and Vincent
Miata
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10.4
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Employment
Agreement, effective March 24, 2009, between the Company and Frank
DeBenedittis
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10.5
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Employment
Agreement, effective March 24, 2009, between the Company and Michael
Feinman
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| ACETO CORPORATION | |||
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Dated:
March 27, 2009
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By:
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/s/ Leonard S. Schwartz
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Chief
Executive Officer
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Exhibit
No.
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Exhibits. |
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10.1
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Employment
Agreement, effective March 24, 2009, between the Company and Leonard S.
Schwartz
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10.2
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Employment
Agreement, effective March 24, 2009, between the Company and Douglas
Roth
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10.3
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Employment
Agreement, effective March 24, 2009, between the Company and Vincent
Miata
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10.4
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Employment
Agreement, effective March 24, 2009, between the Company and Frank
DeBenedittis
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10.5
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Employment
Agreement, effective March 24, 2009, between the Company and Michael
Feinman
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