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8-K/A
ACETO CORP filed this Form 8-K/A on 10/17/2017
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·The Change in Control Agreement will automatically terminate if Mr. Kennally ceases to be an employee of the Company for any reason prior to the occurrence of a “change in control” (as defined in the Change in Control Agreement).  In addition, the Company may terminate the Change in Control Agreement on one (1) year’s prior written notice; provided that, if a “change in control” of the Company occurs while the Change in Control Agreement is in effect, no such termination notice shall become effective until the second anniversary of the “change in control.”

 

·If during the two (2) year period following the occurrence of a “change in control,” Mr. Kennally’s employment is terminated by the Company other than for “cause” (as defined in the Change in Control Agreement) or by Mr. Kennally for “good reason” (as defined in the Change in Control Agreement), subject to the provisions regarding Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), summarized below, Mr. Kennally generally will be entitled to the following (in lieu of any other severance payments to which he may be entitled):

 

oa cash lump sum equal to two (2) times the sum of Mr. Kennally’s base salary and annual performance award for the fiscal year preceding the “change in control;”

 

ocontinued participation in the Company’ group health plan, at the Company’s expense, for a period of two years;

 

ocertain compensatory amounts that have accrued prior to termination; and

 

oto the extent not theretofore already vested, the vesting in full of one hundred percent (100%) of Mr. Kennally’s then-outstanding and unvested “equity awards” (as defined in the Change in Control Agreement). If, however, an outstanding equity award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

 

·To the extent any amount or benefit to be provided pursuant to the Change in Control Agreement or otherwise (collectively, the “Payments”) would be treated as an “excess parachute payment,” as that phrase is defined in Section 280G of the Code, then the amounts and benefits Mr. Kennally would otherwise receive shall be either (i) paid or allowed in full; or (ii) reduced (but not below zero) to the maximum amount which may be paid without causing any Payment to be nondeductible to the Company under Section 280G of the Code, or subject the executive to an excise tax under Section 4999 of the Code, whichever would result in the executive’s receipt, on an after-tax basis, of the greatest amount of Payment.

 

·Mr. Kennally is required to execute a general release in favor of the Company, as a condition to receiving the severance payments contained in the Change in Control Agreement, and to comply with customary post-employment covenants in favor of the Company, including confidentiality, non-competition, and non-solicitation covenants.

 

There are no family relationships between Mr. Kennally and any other executive officers or directors of the Company. Mr. Kennally was not appointed as President and Chief Executive Officer pursuant to any arrangement or understanding with any other person and does not have any reportable transactions under Item 404(a) of Regulation S-K.

 

The foregoing descriptions of the Agreement and the Change in Control Agreement do not purport to be complete, and are qualified in their entirety by reference to the complete text of the foregoing agreements, copies of which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K/A.

 

   
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