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DEF 14A
ACETO CORP filed this Form DEF 14A on 10/20/2017
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As previously disclosed, in connection with Mr. Guccione’s stepping down as President and Chief Executive Officer on September 27, 2017, the Company entered into a separation agreement (the “Separation Agreement”) with Mr. Guccione confirming the final terms of his departure from the Company. Under the Separation Agreement, Mr. Guccione agreed to waive any termination notice requirements under the Guccione Employment Agreement, Aceto agreed to pay to Mr. Guccione as severance the amount provided for severance under the Guccione Employment Agreement, equal to twenty-four (24) months of base salary ($1,271,260 in the aggregate) and a lump sum cash payment equal to the amount of Mr. Guccione’s performance awards for the prior two years ($677,657 in the aggregate), and Aceto agreed to provide for the acceleration, in the manner set forth in the Guccione Employment Agreement, of the vesting of all outstanding unvested Stock Options, Restricted Stock Units and Restricted Stock Awards that Aceto previously granted to Mr. Guccione. Mr. Guccione’s Change in Control Agreement no longer remains in effect.

 

Mr. Eilender and Mr. DeBenedittis are eligible to receive severance pay and benefits pursuant to the Aceto Severance Policy (the “Severance Policy”) in the event of an involuntarily termination of their employment. In the case of Messrs. Eilender and DeBenedittis, severance pay may be provided under the Severance Policy, in Aceto’s sole discretion, in an amount up to twelve (12) weeks of base salary plus two (2) additional weeks for each year of service with Aceto, up to a maximum of fifty-two (52) weeks of base salary. In addition, under the Severance Policy, Mr. DeBenedittis would be eligible to receive up to ninety (90) days of continued coverage under the Aceto health plan (at active employee rates).

 

In April 2013, Aceto entered into an enhanced severance protection letter agreement with Mr. Roth. If, prior to a change in control, Mr. Roth’s employment is terminated by the Company without cause (other than due to disability), the Company shall continue to pay Mr. Roth’s base salary, at the rate then in effect, for the fifteen (15) month period following the date of termination as severance.

 

The following table shows the estimated amounts that would have been payable to the named executive officers other than Mr. Guccione upon the occurrence of the indicated event, had the applicable event occurred on June 30, 2017. The actual compensation and benefits these executives would receive at any subsequent date would likely vary from the amounts set forth below as a result of certain factors, such as a change in any additional benefits the officer may have accrued as of that time under applicable benefit or compensation plans. The actual terms of Mr. Guccione’s severance are summarized above.

 

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