DEF 14A 1 t74770_def14a.htm SCHEDULE 14A t74770_def14a.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _________ )
 
Filed by the Registrant     x
Filed by a Party other than the Registrant     o
 
Check the appropriate box:
 
o    Preliminary Proxy Statement
o    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x   Definitive Proxy Statement
o    Definitive Additional Materials
o    Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
 
 
ACETO CORPORATION
(Name of registrant as specified in its charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) 
 
Payment of Filing Fee (Check the appropriate box):
 
x     No fee required.
 
o     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)       Title of each class of securities to which transaction applies:
 
   (2)       Aggregate number of securities to which transaction applies:
 
   (3)       Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
   (4)       Proposed maximum aggregate value of transaction:
 
   (5)       Total fee paid:
 
o  Fee paid previously with preliminary materials.
 
o  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which  the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)       Amount Previously Paid:
 
(2)       Form, Schedule or Registration Statement No.:
 
(3)       Filing Party:
 
(4)       Date Filed:
 
 
 

 
 
ACETO CORPORATION
4 Tri Harbor Court
Port Washington, NY 11050
Tel. (516) 627-6000
 
October 18, 2012
 
Dear Fellow Shareholder:
 
I take pleasure in inviting each of you to attend Aceto Corporation’s annual meeting of shareholders to be held on Thursday, December 6, 2012 at 10:00 a.m., Eastern Standard Time, at the Company’s offices, 4 Tri Harbor Court, Port Washington, New York.  This year, Aceto will continue to use the “notice and access” method of providing proxy materials to you via the Internet.  On or about October 18, 2012, you will receive a Notice of Internet Availability of Proxy Materials (the “Notice”), which includes instructions regarding voting your shares and requesting a printed copy of our proxy materials.
 
Please use this opportunity to take part in our affairs by voting on the business to come before this meeting.
 
I look forward to seeing you at the annual meeting and thank you for your continued support.
 
 
Sincerely,
 
graphic
 
Albert L. Eilender
 
Chairman of the Board and Chief Executive Officer
 
 
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ACETO CORPORATION
4 Tri Harbor Court
Port Washington, New York 11050
Tel. (516) 627-6000
 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
To the Shareholders of Aceto Corporation:
 
We hereby notify you that the annual meeting of shareholders of Aceto Corporation, a New York corporation (the “Company”), will be held on Thursday, December 6, 2012 at 10:00 a.m., Eastern Standard Time, at the Company’s offices, 4 Tri Harbor Court, Port Washington, New York, for the following purposes:
 
 
to elect seven directors to the board of directors to hold office for the following year and until their successors are elected;
 
 
to hold an advisory vote on executive compensation;
 
 
to approve the Aceto Corporation Executive Performance Award Plan;
 
 
to approve the Aceto Corporation 2010 Equity Participation Plan, as amended and restated;
 
 
to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for our fiscal year ending June 30, 2013; and
 
 
to transact any other business that may properly come before the meeting or any adjournment thereof.
 
This proxy statement is first being delivered to shareholders on or about October 18, 2012.  The matters listed in this notice of meeting are described in the accompanying proxy statement.  The Company’s board of directors has fixed the close of business on October 9, 2012 as the record date for this year’s annual meeting.  You must be a shareholder of record at that time to be entitled to notice of the annual meeting and to vote at the annual meeting.
 
Important notice regarding the availability of Proxy Materials:  The proxy statement and the Company’s Annual Report on Form 10-K for the year ended June 30, 2012 are available on the internet to the Company’s shareholders of record as of the close of business on October 9, 2012.
 
YOUR VOTE IS IMPORTANT.  WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE.  FOR SPECIFIC INSTRUCTIONS ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO THE INSTRUCTIONS ON THE NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL OR, IF YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, YOUR ENCLOSED PROXY CARD.  ANY SHAREHOLDER MAY REVOKE A SUBMITTED PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON.  THOSE VOTING BY INTERNET MAY ALSO REVOKE THEIR PROXY BY VOTING IN PERSON AT THE MEETING OR BY VOTING AND SUBMITTING THEIR PROXY AT A LATER TIME BY INTERNET.
 
 
By order of the board of directors,
   
  graphic
 
Douglas Roth
 
Chief Financial Officer and Assistant Secretary
 
Port Washington, New York
October 18, 2012
 
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ACETO CORPORATION
 
4 Tri Harbor Court
PORT WASHINGTON, NEW YORK 11050
Tel. (516) 627-6000 

PROXY STATEMENT

 GENERAL INFORMATION
 
Information About Proxy Solicitation
 
This proxy statement is being furnished to holders of shares as of the record date of the common stock, $0.01 par value per share, of Aceto Corporation, a New York corporation (the “Company”), in connection with the Company’s annual meeting to be held on Thursday, December 6, 2012 at 10:00 a.m., Eastern Standard Time, at the Company’s offices, 4 Tri Harbor Court, Port Washington, New York. As used in this proxy statement, “Aceto,” “we,” “us,” and “our” refer to the Company. We made this proxy statement available to you because our board of directors is soliciting your proxy to vote your shares at the annual meeting and at any adjournment.  This proxy statement summarizes information that we are required to provide to you under the rules of the United States Securities and Exchange Commission (SEC) and the NASDAQ Global Select Market, which information is designed to assist you in voting your shares.  The purposes of the meeting and the matters to be acted on are stated in the accompanying notice of annual meeting of shareholders. At present, the board of directors knows of no other business that will come before the meeting.
 
This solicitation is made by the Company.  We will bear the cost of soliciting proxies, including preparation, assembly, printing and mailing of the Proxy Statement. Proxies are being solicited by and on behalf of the Board of Directors. In addition to the use of the mails, proxies may be solicited by personal interview, telephone, telegram, facsimile and advertisement in periodicals and postings, in each case by our directors, officers and employees without additional compensation.  In addition, we have retained MacKenzie Partners, Inc. to aid in the solicitation of proxies for this year. We will pay MacKenzie Partners, Inc. fees of not more than $6,500 plus expense reimbursement for its services. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward solicitation materials to beneficial owners and will be reimbursed for their reasonable expenses incurred in so doing. We may request by telephone, facsimile, mail, electronic mail or other means of communication the return of the proxy cards. Please contact MacKenzie Partners at 800-322-2885 with any questions you may have regarding our proposals.
 
Information About Voting
 
Q:           Why am I receiving these materials?
 
A:
The board of directors has made these proxy materials available to you on the Internet or, upon your request, has delivered printed proxy materials to you, in connection with the Company’s annual meeting of shareholders, which will take place on December 6, 2012. As a shareholder, you are invited to attend the annual meeting and to vote on the items of business described in this proxy statement.
 
Q:           What information is contained in these materials?
 
A:
The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of directors and the most highly paid executive officers, and certain other required information. A copy of our 2012 Form 10-K is also part of the proxy materials.
 
Q:
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
 
A:
In accordance with the “notice and access” rules adopted by the Securities and Exchange Commission, we may now furnish proxy materials, including this proxy statement and our Form 10-K for the year ended June 30, 2012 to our shareholders by providing access to such documents on the Internet instead of mailing printed copies.  Most shareholders will not receive printed copies of the proxy materials unless they request them.  Instead, the Notice, which was mailed to most of our shareholders, will instruct you as to how you may access and review all of the proxy materials on the Internet.  The Notice also instructs you as to how you may access and submit your proxy.  If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.
 
 
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Q:           How do I get electronic access to the proxy materials?
 
A:
The Notice will provide you with instructions regarding how to access the Notice of Annual Meeting, this Proxy Statement, your proxy  and Form 10-K for the year ended June 30, 2012.  The proxy materials will be available on the Internet starting on October 18, 2012, as described in the Notice.  You will not receive a printed copy of these proxy materials unless you request them in accordance with the instructions provided in the Notice.
 
Q:           What items of business will be voted on at the annual meeting?
 
A:
The following matters will be voted on at the annual meeting:
 
 
to elect seven directors to the board of directors to hold office for the following year and until their successors are elected;
 
 
to hold an advisory vote on executive compensation;
 
 
to approve the Executive Performance Award Plan;
 
 
to approve the amended and restated 2010 Equity Participation Plan;
 
 
to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for our fiscal year ending June 30, 2013; and
 
 
to transact any other business that may properly come before the meeting or any adjournment thereof.
 
Q:
How does the board of directors recommend that I vote?
 
A:
The Board of Directors recommends that you vote:
 
 
FOR each of the nominees to the board of directors;
 
 
FOR approval, on a non-binding basis, of the Company’s compensation of our named executive officers as described in the Compensation Discussion and Analysis section and the accompanying compensation tables and narrative disclosures contained in this proxy statement;
 
 
FOR approval of the Executive Performance Award Plan;
 
 
FOR approval of the amended and restated 2010 Equity Participation Plan; and
 
 
FOR the ratification of the appointment of the Company’s independent registered public accounting firm.
 
 
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Q:
What shares can I vote?
 
A:
You may vote all shares owned by you as of the close of business on October 9, 2012, the record date. These shares include: (1) shares held directly in your name as a shareholder of record; and (2) shares held for you, as the beneficial owner, through a broker or other nominee, such as a bank.
 
Q:
Can I vote my shares by filling out and returning the Notice?
 
A:
No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by (i) Internet, (ii) requesting and returning a paper proxy card or voting instruction card, or (iii) submitting a ballot in person at the meeting.
 
 
Q:
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
 
A:
Most shareholders of the Company hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
 
If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares, the shareholder of record and the Notice is being sent directly to you by the Company. As the shareholder of record, you have the right to grant your proxy directly to the board of directors or to vote in person at the meeting.
 
If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and the Notice is being forwarded to you by your broker or nominee. As the beneficial owner, you have the right to direct your broker or nominee how to vote and are also invited to attend the annual meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker or nominee that holds your shares, giving you the right to vote the shares. If you do not provide voting instructions to your broker or nominee, your votes will be treated as a “broker non-vote.”
 
Q:
What is a “broker non-vote”?
 
A:
Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial holders at least ten days before the meeting.  If that happens, the nominees may vote those shares only on matters deemed “routine” by the New York Stock Exchange, such as the ratification of our independent accounting firm.  Nominees cannot vote on non-routine matters unless they receive voting instructions from beneficial holders, resulting in so-called “broker non-votes.”
 
Q:           How can I attend the annual meeting?
 
A:
You are entitled to attend the annual meeting only if you were a shareholder of the Company or joint holder as of the close of business on October 9, 2012, or you hold a valid proxy for the annual meeting. You should be prepared to present photo identification for admittance. If you are not a record holder but hold shares through a broker or nominee (that is, in “street name”), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior to October 9, 2012, a copy of the voting instruction card provided by your broker or nominee, or other similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above upon request, you will not be admitted to the annual meeting. The annual meeting will begin promptly at 10:00 a.m. Eastern Standard Time. Check-in will begin at 9:00 a.m., and you should allow ample time for the check-in procedures.
 
 
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Q:           How can I vote my shares in person at the annual meeting?
 
A:
You may vote in person at the annual meeting any shares that you hold as the shareholder of record. You may only vote in person shares held in street name if you obtain from the broker or nominee that holds your shares a “legal proxy” giving you the right to vote the shares.
 
Q:
How can I vote my shares without attending the annual meeting?
 
A:
Whether you hold shares directly as the shareholder of record or beneficially in street name, you may without attending the meeting direct how your shares are to be voted. If you are a shareholder of record, you may vote by granting a proxy. If you hold shares in street name, you may vote by submitting voting instructions to your broker or nominee.
 
Q:
Can I change my vote?
 
A:
You may change your vote at any time prior to the vote at the annual meeting. For shares held directly in your name, you may accomplish this by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by revoking your proxy or by attending the annual meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically revoke your proxy or vote at the annual meeting. For shares you hold beneficially, you may change your vote by submitting new voting instructions to your broker or nominee or, if you have obtained a “legal proxy” from your broker or nominee giving you the right to vote your shares, by attending the meeting and voting in person. You may also revoke your proxy by sending a written notice of revocation to Mr. Steven Rogers, General Counsel and Secretary, Aceto Corporation, 4 Tri Harbor Court, Port Washington, New York 11050.
 
Q:           Who can help answer my questions?
 
A:
If you have any questions about the annual meeting or how to vote or revoke your proxy, you should contact Mr. Steven Rogers, General Counsel and Secretary, by mail to Aceto Corporation, 4 Tri Harbor Court, Port Washington, New York 11050 or by phone at 516-627-6000.  Also, if you need additional copies of this proxy statement or voting materials, you should contact Mr. Rogers.
 
Q:           How are votes counted?
 
A:
In the election of directors, you may vote FOR all of the seven nominees or you may direct your vote to be WITHHELD with respect to one or more of the seven nominees.  In the advisory vote on executive compensation, you may vote FOR, AGAINST, or you may ABSTAIN from voting with respect to approval of the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement.  In the approval of the Executive Performance Award Plan, you may vote FOR approval of the plan, AGAINST approval or you may ABSTAIN from voting with respect to approval of the plan. In the approval of the amended and restated 2010 Equity Participation Plan, you may vote FOR approval of the plan, AGAINST approval or you may ABSTAIN from voting with respect to approval of the plan.  In the ratification of the Company’s independent registered public accounting firm, you may vote FOR ratification, AGAINST ratification or you may ABSTAIN from voting with respect to ratification.  If you provide specific instructions, your shares will be voted as you instruct.  If you sign your proxy card or voting instruction card or vote over the Internet with no further instructions, your shares will be voted in accordance with the recommendations of the board of directors FOR all of the Company’s nominees, FOR approval of the compensation of the named executive officers as described above, FOR the approval of the Executive Performance Award Plan, FOR the approval of amended and restated 2010 Equity Participation Plan, FOR ratification of the Company’s independent registered public accounting firm and, in the discretion of the proxy holders, on any other matters that properly come before the meeting.  If any other matters properly arise at the meeting, your proxy, together with the other proxies received, will be voted at the discretion of the proxy holders.
 
 
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Q:           What is a quorum and why is it necessary?
 
A:
Conducting business at the meeting requires a quorum. The presence, either in person or by proxy, of the holders of one-third of the Company’s shares of common stock outstanding on October 9, 2012 is necessary to constitute a quorum. For the purposes of determining a quorum, shares held by brokers or nominees for whom we receive a signed or electronically transmitted proxy will be treated as present even if the broker or nominee does not have discretionary power to vote on a particular matter, or if instructions were never received from the beneficial owner. These shares are called “broker non-votes.” Abstentions will be counted as present for quorum purposes.
 
Q:           What is the voting requirement to approve each of the proposals?
 
A:
In the election of directors, the seven persons receiving the highest number of FOR votes at the annual meeting will be elected. Accordingly, votes withheld and broker non-votes do not have the effect of a vote for or against the election of any nominee. You do not have the right to cumulate your votes. For the advisory vote on executive compensation, for the approval of the Executive Performance Award Plan, for the approval of the amended and restated 2010 Equity Participation Plan, for the ratification of the appointment of the Company’s independent registered public accounting firm for our fiscal year ending June 30, 2013 and any other matters that might properly arise at the meeting, the affirmative “FOR” vote of a majority of the total votes cast on the proposal is required for approval. Accordingly, abstentions will have no effect on the advisory vote on executive compensation, on the approval of the Executive Performance Award Plan, on the approval of the amended and restated 2010 Equity Participation Plan or on the ratification of the appointment of the Company’s independent registered public accounting firm and broker non-votes will have no effect on the advisory vote on executive compensation and the approvals of both the Executive Performance Award Plan and the amended and restated 2010 Equity Participation Plan. A list of shareholders entitled to vote at the annual meeting will be available at the annual meeting for examination by any shareholder.
 
Q:           What should I do if I receive more than one Notice?
 
A:
You may receive more than one Notice if you are a shareholder of record and hold in a brokerage account, hold your shares in more than one brokerage account, or if you are a shareholder of record and your shares are registered in more than one name. Please complete and return a proxy card or voting instruction card for each Notice that you receive.
 
Q:           Where can I find the voting results of the annual meeting?
 
A:
Voting results will be announced at the annual meeting and are expected to be posted shortly after the meeting on our website at www.aceto.com.  Voting results will also be reported in a Current Report on Form 8-K, which is expected to be filed with the SEC within four business days after the meeting.
 
Q:           What happens if additional matters are presented at the annual meeting?
 
A:
Other than the five items of business described in this proxy statement, we are not aware of any other business to be acted upon at the annual meeting. However, if you grant a proxy, the persons named as proxy holders, Albert L. Eilender, the Company’s Chairman and Chief Executive Officer and Douglas Roth, the Company’s Chief Financial Officer and Assistant Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for any one or more other candidates nominated by the board of directors.
 
 
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Q:           What shares are entitled to be voted?
 
A:
Each share of the Company’s common stock issued and outstanding as of the close of business on October 9, 2012, the record date, is entitled to be voted on all items being voted on at the annual meeting, with each share being entitled to one vote. On the record date, 27,163,984 shares of the Company’s common stock were issued and outstanding.
 
Q:           Who will count the votes?
 
A:
One or more inspectors of election will tabulate the votes.
 
Q:           Is my vote confidential?
 
A:
Proxy instructions, ballots, and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within the Company or to anyone else, except: (1) as necessary to meet applicable legal requirements; (2) to allow for the tabulation of votes and certification of the vote; or (3) to facilitate a successful proxy solicitation.
 
Q:           Who will bear the cost of soliciting votes for the annual meeting?
 
A:
The Company is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. Certain of our directors, officers and employees, without any additional compensation, may also solicit your vote in person, by telephone or by electronic communication. On request, we will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareholders.
 
Q:           May I propose actions for consideration at next year’s annual meeting of shareholders?
 
A:
You may submit proposals for consideration at future shareholder meetings. However, in order for a shareholder proposal to be considered for inclusion in the Company’s proxy statement for the annual meeting next year, the written proposal must be received by the Secretary of the Company no later than June 19, 2013.  Such proposals also will need to comply with United States Securities and Exchange Commission regulations under Proxy Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials.
 
 
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PROPOSAL ONE
 
ELECTION OF DIRECTORS
 
THE NOMINEES
 
The Company’s board of directors is proposing a slate of directors that consists of seven incumbent directors.
 
The nominees and their ages, as of October 9, 2012 are set forth in the table below.
 
NAME
 
AGE
 
POSITION
 
DIRECTOR SINCE
       
Albert L. Eilender*
69
Chairman and Chief Executive Officer
2000
Salvatore Guccione*
49
President, Chief Operating Officer and Director
2011
Robert A. Wiesen (2)(7)
61
Director
1994
Hans C. Noetzli (3)(4)(5)
71
Director
2002
William N. Britton (3)(6)
67
Director
2006
Richard P. Randall (1)(7)
74
Director
2009
Natasha Giordano(5)
52
Director
2011
          
 
(1)
This director is the chairman of the audit & risk committee.   
 
(2)
This director is the chairman of the compensation committee.
 
(3)
This director is a member of the audit & risk committee.
 
(4)
This director is designated the lead independent director.
 
(5)
This director is a member of the compensation committee.
 
(6)
This director is the chairman of the nominating and governance committee.
 
(7)
This director is a member of the nominating and governance committee.
 
* In September 2012, the Company announced that, effective January 2, 2013, Albert Eilender will step down from his position as Chief Executive Officer while retaining his duties as Chairman. The board of directors elected Salvatore Guccione, to succeed him as Chief Executive Officer, effective January 2, 2013.
 
It is the intention of the persons named in the proxy card to vote all shares of common stock for which they have been granted a proxy for the election of the nominees, each to serve as a director for a term of office of one year and until his or her successor shall have been duly elected.  All the nominees have consented to being named in this proxy statement and to serve as a director if elected.
 
At the time of the annual meeting, if any of the nominees named above is not available to serve as director (an event that the board of directors does not currently have any reason to anticipate), all proxies will be voted for any one or more other persons that the board of directors designates.  The board of directors believes that it is in the best interests of the Company to elect the above-described slate of directors.
 
INFORMATION ABOUT THE NOMINEES
 
No director or executive officer of the Company is related to any other director or executive officer.  None of the Company’s officers or directors holds any directorships in any other public company, except for Mr. Randall, who is a member of the board of directors of Steven Madden, Ltd. and P&F Industries, Inc.  A majority of our board members are independent based on the definition of independence in Listing Rule 5605(a)(2) of The NASDAQ Stock Market.
 
Set forth below is the principal occupation and employment of the nominees, the business experience of each for at least the past five years and certain other information relating to the nominees.
 
 
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Albert L. Eilender.   Mr. Eilender has been Chairman and Chief Executive Officer since September 2010. Prior to that, Mr. Eilender was the Company’s lead independent director since 2005 and since October 2009, served as the Non-Executive Chairman of the Board.  In September 2012, the Company announced that, effective January 2, 2013, Mr. Eilender will step down from his position as Chief Executive Officer while retaining his duties as Chairman. He is the sole owner of Waterways Advisory Services, a firm specializing in advising companies on developing and evaluating options relative to mergers, acquisitions and strategic partnerships in the chemical industry. Mr. Eilender has not been active in the operations of this enterprise since October 2009. He has more than 30 years of diverse senior level experience in the specialty chemicals and pharmaceutical industry and has had direct financial responsibility for managing businesses up to $300 million in revenues, with significant experience in mergers, acquisitions and joint ventures, both domestically and internationally.  He has also served on the boards of numerous industry trade associations during his career. We believe that Mr. Eilender’s past 20 years of industry experience in executive management for operations within all three segments of Aceto’s business, as well as operations in North America, Europe and Asia, coupled with his experience in the areas of business consultation and mergers and acquisitions, and his service on the Board of the Company since 2000, give him the qualifications and skills to serve as one of our directors. In addition, as a director of Aceto he has demonstrated leadership within the Board and the ability to work effectively with management to create unity of effort.
 
Robert A. Wiesen.   Mr. Wiesen is a senior partner in the law firm of Clifton Budd & DeMaria, LLP, and has practiced employment law for over thirty years. In the course of his law practice, Mr. Wiesen has represented hundreds of employers in a wide array of industries, including chemical, pharmaceutical, distribution and manufacturing. In the course of his professional activities, Mr. Wiesen has gained advanced business, financial, management, human resources, executive compensation, benefits, regulatory and legal experience. He is a member of the American Bar Association and has written and lectured extensively on business related employment issues over the years. Mr. Wiesen received his legal and undergraduate degrees magna cum laude and cum laude and has received many honors including Phi Beta Kappa membership, National Labor Relations Board superior performance awards, and the American Jurisprudence Award for Labor Law.  The Company has not utilized the legal services of Clifton Budd & DeMaria, LLP since July 2011 and it will not do so in the future.  We believe that Mr. Wiesen’s legal and business experience, as well as his service on the Board of the Company since 1994, make him a valuable member of our Board.
 
Hans C. Noetzli.  Mr. Noetzli is the former Chairman of Schweizerhall, Inc., a wholly owned subsidiary of Schweizerhall Holding AG, Basel, Switzerland.  Mr. Noetzli holds a degree in Business Administration.  He has more than 30 years of experience in the fine chemicals industry.  Prior to his role as Chairman of Schweizerhall, Inc., he served in many executive functions of the Alusuisse-Lonza Group, among them as Chief Executive Officer of Lonza Inc. for 16 years and he was a member of the executive committee of the worldwide Alusuisse-Lonza Group located in Zurich, Switzerland.  Mr. Noetzli also served on the board of directors of the Chemical Manufacturing Association, the Swiss-American Chamber of Commerce, New York, as well as other industry associations.  Currently, he is the Chairman of the Audit Committee of the board of directors of IRIX Pharmaceuticals, Inc., a privately owned developer and manufacturer of active pharmaceutical ingredients. In addition, Mr. Noetzli was a member of the board of directors of Synthetech, Inc., a fine chemicals company specializing in organic synthesis, biocatalysis and chiral technologies, from 2004 through 2010. We believe that Mr. Noetzli’s extensive experience in the fine chemicals industry, and executive-level experience, as well as the valuable business knowledge he brings regarding the issues facing a board of directors and his service on the Board of the Company since 2002, give him the qualifications and skills to serve as one of our directors. In addition, his broad international experience, coupled with his fluency in 3 languages, adds to the diversity of the Board.
 
William N. Britton.  Mr. Britton is the sole owner of TD AIM, LLC through which he is involved in a variety of activities surrounding financial consulting and private equity investing.  Mr. Britton is also a Vice Chairman of P and E Capital, Inc., a management company involved in real estate.  Previously, Mr. Britton was a Senior Vice President with JP Morgan Chase.  He has over 30 years of commercial lending experience ranging from large syndicated financings with Fortune 500 companies to privately owned businesses, with significant experience in private equity related transactions, asset based lending arrangements, leasing and many other forms of secured lending.  Mr. Britton is on the Northeast Advisory Council of Opera Solutions, a private firm engaged in consulting.  Mr. Britton is a former Vice President-Finance for the Boy Scouts of America (Manhattan Council) and is on the board of the Rutgers Business School. We believe that Mr. Britton’s finance and business consultation and executive-level management experience, as well as his service on the Board of the Company since 2006, give him the qualifications and skills to serve as one of our directors.
 
 
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Richard P. Randall.  Mr. Randall is the former Chief Operating Officer and Chief Financial Officer of Direct Holdings Worldwide, LLC, the parent company of Lillian Vernon Corp. and Time-Life, from 2002 until 2005. Prior to that, Mr. Randall was the Chief Financial Officer of Coach, Inc. from 2000 to 2001 and the Chief Financial Officer of Lillian Vernon Corp. from 1998 to 2000. Mr. Randall holds a degree in accounting and is a Certified Public Accountant.  He has more than 40 years of experience in various accounting and finance positions. Mr. Randall joined Aceto’s board in May 2009 and currently serves as chair of its Audit & Risk Committee and as a member of the Nominating & Governance Committee. Mr. Randall serves as the Chairman of the Audit Committee of the Board of Directors for Steven Madden, Ltd. since 2006. Mr. Randall has also served as the Chairman of the Audit Committee of the Board of Directors for The Burke Rehabilitation Hospital in White Plains, NY through December 31, 2011 where he has served since 2005.  Mr. Randall joined the board of P&F Industries, Inc. in May 2012.  Mr. Randall also served as a director and chair of the Audit Committee for two unrelated Chinese companies publicly traded in the US, Universal Travel Group and Home Systems Group, from 2007 until 2008 when he resigned from these boards. We believe that Mr. Randall’s executive-level and director experience, as well as his experience in the areas of accounting and corporate finance, as well as financial reporting, gives him the qualifications and skills to serve as one of our directors.
 
Salvatore Guccione.  Mr. Guccione has been the President and Chief Operating Officer of Aceto since December 2011. In September 2012, the Company announced that, effective January 2, 2013, Mr. Eilender will step down from his position as Chief Executive Officer while retaining his duties as Chairman. The board of directors elected Mr. Guccione, to succeed him as Chief Executive Officer, effective January 2, 2013. Mr. Guccione was formerly an Operating Partner at Arsenal Capital Partners, a private equity investment firm based in New York. Prior to that, Mr. Guccione was the Chief Executive Officer and the Chief Financial Officer of WIL Research Laboratories from 2006 to 2009 and the Chief Financial Officer of International Specialty Products from 2004 to 2005. In addition, Mr. Guccione held various positions at Cambrex Corporation from 1995 to 2004, including Executive Vice President, Strategy and Chief Financial Officer. From 1987 to 1995, Mr. Guccione held various positions at International Specialty Products, including Vice President and General Manager, Personal Care and Director, Corporate Development. Mr. Guccione holds a Bachelor degree in Chemical Engineering from Lehigh University and an MBA in Finance from New York University’s Stern School of Business.  Mr. Guccione joined Aceto’s Board in May 2011.  Mr. Guccione serves on the board of ReSearch Pharmaceutical Services, Inc. In addition, Mr. Guccione previously served on the boards of Royal Adhesives & Sealants Holdings and DG3 Holdings from 2010 to October 2011. We believe that Mr. Guccione’s twenty-five years of investing and operating experience in the specialty chemicals and healthcare industries as well as his experience in planning, building and managing several specialty chemical and pharmaceutical/FDA-regulated businesses in active pharmaceutical ingredients, pharmaceutical research services and biotechnology products/services, gives him the qualifications and skills to serve as one of our directors.
 
Natasha Giordano.  Ms. Giordano served as the Chief Executive Officer, President and Director of Xanodyne Pharmaceuticals, Inc. a branded specialty pharmaceutical company with development and commercial capabilities focused on pain management, from May 2010 to August 2012 and Chief Operating Officer since 2009. Prior to that, she served as President, Americas for Cegedim Dendrite (formerly Dendrite International Inc.) from 2007 to 2008 and as Senior Vice President of the Global Customer Business Unit of Cegedim Dendrite from 2004 to 2007. She had been with Cegedim Dendrite since 2000 and served as Group President for Global Business Unit for major customers, and Vice President of Global Sales. Earlier in her career, she worked nine years with Parke-Davis then owned by Warner Lambert in several sales and marketing positions including Strategic Alliance management and Sales Integration. Ms. Giordano holds a Bachelors of Science degree from Wagner College in New York and is a Registered Nurse. We believe that Ms. Giordano’s twenty plus years of senior leadership positions in the healthcare and pharmaceutical industry brings to our Board a vast amount of practical experience in general management, strategy, marketing, sales development, and compliance, which give her the qualifications and skills to serve as one of our directors.
 
 
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INFORMATION ABOUT THE COMPANY’S COMMITTEES
 
Board Leadership Structure and Role in Risk Oversight
 
Since September 2010, Albert L. Eilender has served as both Chairman of the Board and Chief Executive Officer. As Chairman and Chief Executive during all of fiscal 2012, Mr. Eilender assumes leadership for all aspects of Aceto Corporation. He concentrates on strategic issues, long range planning and acquisition activity, while continuing to coordinate the Board of Directors’ agenda and investor relations. This structure is designed to sharpen the focus on all aspects of the Company’s business and to aid in developing a cohesive succession plan throughout the Company’s hierarchy. For fiscal 2012 and half of fiscal 2013, the Board believes that Mr. Eilender’s combined role as Chairman of the Board and Chief Executive Officer enable us to benefit from Mr. Eilender’s significant industry knowledge and experience, while at the same time providing unified leadership and direction for our Board and executive management without duplication of effort and cost. Hans C. Noetzli is currently our lead independent director. In that role, Mr. Noetzli serves as a liaison between the Chairman of the Board and the independent directors of the Board. Effective January 2013, the Company will separate the office of Chairman of the Board from that of Chief Executive Officer in light of the fact that Mr. Eilender will step down from his position as Chief Executive Officer while retaining his duties as Chairman. The board of directors elected Salvatore Guccione, to succeed him as Chief Executive Officer, effective January 2, 2013.
 
The Board of Directors has an active role, directly and through the Board’s committee structure, in the oversight of the Company’s risk management efforts. The audit & risk committee assists the Board of Directors in performing its oversight responsibilities relating to the Company’s processes and policies with respect to identifying, monitoring, assessing, reporting on, managing and controlling the Company’s business and financial risk. The committee oversees, reviews, monitors and assesses (including through regular reports by, and discussions with, management), the Company’s processes and policies for risk identification, risk assessment, reporting on risk, risk management and risk control (including with respect to risks arising from the Company’s compensation policies and practices and in connection with the business and operations of its subsidiaries), and the steps that management has taken to identify, assess, monitor, report on, manage and control risks. The Committee also discusses with management the balancing of risk versus reward to the Company and areas of specific risk identified by management and/or the committee.
 
Audit & Risk Committee
 
The audit & risk committee is comprised of Richard P. Randall (Chairman), William N. Britton and Hans C. Noetzli.  The audit & risk committee recommends to the Board of Directors the approval of the Company’s independent registered public accounting firm and reviewing management actions in matters relating to audit functions.  The committee reviews with the Company’s independent registered public accounting firm the scope and results of its audit engagement and the Company’s system of internal controls and procedures.  The committee also reviews the effectiveness of procedures intended to prevent violations of laws.  The committee also reviews, prior to publication, our quarterly earnings releases and reports to the SEC on Form 10-K and Form 10-Q.  The report of the audit & risk committee for fiscal year 2012 can be found below.
 
The audit & risk committee, consistent with the Sarbanes-Oxley Act of 2002 and the rules adopted thereunder, also meets with management and the auditors prior to the filing of officers’ certifications with the SEC to request information concerning, among other things, significant deficiencies in the design or operation of internal controls, if any.
 
The audit & risk committee assists the Board of Directors in performing its oversight responsibilities relating to the Company’s processes and policies with respect to identifying, monitoring, assessing, reporting on, managing and controlling the Company’s business and financial risk. The audit & risk committee discusses with the Company’s Senior Risk Officer, and other members of management responsible for managing risk, areas of specific risk identified by management and/or the Committee.
 
 
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Our board has determined that all audit & risk committee members are independent under applicable SEC regulations, and based on the definition of independence in Listing Rule 5605(a)(2) of The NASDAQ Stock Market. Our board of directors has determined that Mr. Randall qualifies as an “audit committee financial expert” as that term is used in SEC regulations.  The audit & risk committee operates under a formal charter that governs its duties and conduct and is published on the Company’s corporate website – www.aceto.com.
 
The audit & risk committee has adopted a Non-Retaliation Policy and a Complaint Monitoring Procedure to enable confidential and anonymous reporting regarding financial irregularities, if any.
 
Nominating and Governance Committee
 
The nominating and governance committee is comprised of William N. Britton (Chairman), Richard P. Randall and Robert A. Wiesen, each of whom is an “independent director” based on the definition of independence in Listing Rule 5605(a)(2) of The NASDAQ Stock Market. The nominating and governance committee addresses Board organizational issues and reviews the Company’s corporate governance framework. In addition, the nominating and governance committee searches for persons qualified to serve on the Board of Directors and monitors, assesses and makes recommendations to the Board annually with respect to the leadership structure of the Board. While the nominating and governance committee does not have a formal policy on diversity for members of the Board of Directors, the nominating and governance committee considers diversity of background, experience and qualifications in evaluating prospective Board members.  The committee will evaluate the suitability of potential nominees for membership on the Board, taking into consideration the Board’s current composition, including expertise, diversity, and balance of inside, outside and independent directors, and considering the qualifications and criteria established by the Board. In selecting the director nominees, the Nominating and Governance Committee and the Board endeavor to establish a diversity of background and experience in a number of areas of core competency, including business judgment, management, accounting and finance, knowledge of the industries in which the Company operates, strategic vision, knowledge of international markets, and other areas relevant to the Company’s business. The nominating and governance committee engaged an executive search firm to identify the most recent director, Ms. Giordano.
 
The nominating and governance committee operates under a formal charter that governs its duties and conduct and is published on the Company’s corporate website – www.aceto.com.
 
A shareholder entitled to vote in the election of directors may nominate one or more persons for election as director at a meeting if written notice of that shareholder’s intent to make the nomination has been given to  Aceto Corporation, 4 Tri Harbor Ct, Port Washington, New York 11050, Attention, Secretary, with respect to an election to be held at an annual meeting of shareholders (A) not later than the close of business on the 120th day prior to the first anniversary of the date that our Proxy Statement is released to shareholders in connection with the previous year’s annual meeting of shareholders, or (B) (i) if no annual meeting was held in the previous year or (ii) the date of the annual meeting has been changed by more than 30 calendar days from the date of the previous year’s annual meeting, then the deadline is a reasonable time before the Company begins to print and send its proxy materials.
 
A shareholder’s notice relating to nomination for directors shall set forth as to each person, if any, whom the shareholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the Company which are beneficially owned by such person, (D) a description of all arrangements or understandings between the shareholder and each nominee and any other person(s) (naming such person(s)) pursuant to which the nominations are to be made by the shareholder (E) certain other information set forth in our By-laws and (F) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (Exchange Act) (including without limitation such person’s written consent to being named in our Proxy Statement, if any, as a nominee and to serving as a director if elected); and as to such shareholder giving notice, the information required to be provided as set forth in the preceding paragraph and our By-laws. No person shall be eligible for election as a director of the Company, unless nominated in accordance with the procedures set forth herein and in our By-laws, as amended.
 
 
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As described above, the Company’s By-Laws contain provisions which address the process by which a shareholder may nominate an individual to stand for election to the Board at the Company’s annual meeting of shareholders. The nominating and governance committee will consider and vote on any recommendations so submitted. In considering any person recommended by a shareholder, the committee will look for the same qualifications that it looks for in any other person that it is considered for a position on the board of directors.
 
Any shareholder nominee recommended by the nominating and governance committee and proposed by the board of directors for election at the next annual meeting of shareholders will be included in the company’s proxy statement for that annual meeting.
 
Compensation Committee
 
The compensation committee is comprised of Robert A. Wiesen (Chairman), Hans C. Noetzli and Natasha Giordano, each of whom is an “independent director” based on the definition of independence in Listing Rule 5605(a)(2) of The NASDAQ Stock Market. The compensation committee conducts reviews of the compensation of the directors, Chief Executive Officer and other senior executive officers of the Company including evaluating and making recommendations to the Board of Directors concerning those officers’ benefits, bonus, incentive compensation, severance, equity-based compensation, and other forms of compensation provided by the Company. The compensation committee meets as it determines, but not less frequently than annually. The compensation committee may delegate a portion of its authority to a subcommittee or subcommittees. The compensation committee has the exclusive authority to retain any compensation consultants to be used to assist the committee in the evaluation and determination of the Company’s compensation for its Chief Executive Officer, other senior executive officers and board members.
 
The compensation committee operates under a formal charter that governs its duties and conduct.  The charter is published on the Company’s corporate website – www.aceto.com.
 
Compensation Consultant Role
 
Our compensation committee engaged Hay Group, Inc. (Hay Group), an executive compensation consulting firm, during the fiscal year ended June 30, 2012, to establish a peer group for executive compensation benchmarking.  In addition, Hay Group utilized this new peer group to assess the competitiveness of our named executive officers’ total direct compensation levels, as well as preliminary analyses regarding pay-for-performance test related to The Dodd–Frank Wall Street Reform and Consumer Protection Act. The results of these studies also assisted the compensation committee in the evaluation of Mr. Eilender’s compensation package as Chairman for fiscal 2013, when Mr. Guccione transitions into the role of chief executive officer, effective January 2013. In addition, Hay Group conducted a review of our total compensation program, including benefits, for executive officers during the fiscal year ended June 30, 2010.  The compensation committee intends to continue to engage a compensation consulting firm to perform executive and director compensation studies not less frequently than every three years in furtherance of insuring appropriate compensation for these groups.
 
During the reviews with Hay Group, our compensation committee compared the compensation we have paid in recent years to our Chief Executive Officer, Chief Financial Officer and other most highly compensated executive officers to our peer group. Our peer group companies were:  American Pacific Corp., American Vanguard Corp., Balchem Corp., Calgon Carbon Corp., Cambrex Corp., DXP Enterprises Inc., Hawkins Inc., Innophos Holdings, Innospec Inc., KMG Chemical Inc., Lawson Products, Myers Industries Inc., Nutraceutical International Corp., Prestige Brand Holdings, Quaker Chemical Corp., Rogers Corp., and Usana Health Sciences Inc.  These studies were utilized for benchmarking Aceto’s executive officers.  The compensation committee’s benchmarking criteria for these purposes included comparisons of executive base salary compensation, annual performance awards, long term incentive compensation, total cash compensation (base salary plus annual performance awards), and total direct compensation (total cash compensation plus long-term incentive compensation).
 
 Our compensation committee recommended that we continue to strive towards a compensation mix to include a greater proportion of long-term incentive compensation.  While Hay Group provided data and advice regarding our compensation practices, it is our compensation committee that exercises autonomy when formulating and presenting recommendations to our Board regarding our compensation practices for our named executive officers.
 
 
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Management’s Role in Establishing Our Executive Compensation
 
Our Chief Executive Officer plays an important role in assisting our compensation committee in establishing the compensation for our executive officers. Key aspects of this role include:
 
 
suggesting to the compensation committee business performance targets and objectives;
 
 
evaluating employee performance; and
 
 
recommending salary and bonus levels and long-term incentive compensation.
 
During this process, the compensation committee may ask our Chief Executive Officer and other executive officers to provide guidance to the compensation committee regarding background information for our strategic objectives, an evaluation of the performance of our executive officers, and compensation recommendations as to the executive officers. Members of the compensation committee met informally with our Chief Executive Officer throughout the year to discuss compensation matters and compensation policies in order to obtain insight regarding the day-to-day performance of each of our executive officers.
 
The compensation committee operates under a formal charter that governs its duties and conduct.  The charter is published on the Company’s corporate website – www.aceto.com.
 
Board and Committee Meetings
 
During the Company’s fiscal year ended June 30, 2012, the board of directors held seven meetings and acted by unanimous written consent three times.  Each director attended at least 75% of the board’s meetings and 75% of the meetings of the board committees on which he or she served.
 
At most scheduled meetings of the board of directors, the independent members of the board of directors meet separately in executive session without management being present.  A lead independent director elected by the independent directors is responsible for chairing such executive sessions.  Currently, the lead independent director is Hans C. Noetzli.
 
During the Company’s fiscal year ended June 30, 2012, the compensation committee met eleven times, the audit & risk committee met five times and the nominating and governance committee met eight times.
 
Director Attendance at Annual Meetings
 
Our directors are encouraged, but not required, to attend the annual meeting of shareholders. All of our directors attended the 2011 annual meeting of shareholders.
 
Communications by our Shareholders to the Board of Directors
 
Our board of directors recommends that shareholders direct to the Company’s secretary any communications intended for the board of directors. Shareholders can send communications by e-mail to srogers@aceto.com, by facsimile to (516) 627-6093, or by mail to Steven Rogers, Senior Vice President, General Counsel and Corporate Secretary, Aceto Corporation, 4 Tri Harbor Court, Port Washington, New York 11050.
 
This centralized process will assist the board in reviewing and responding to shareholder communications in an appropriate manner. If a shareholder wishes to direct any communication to a specific board member, the name of that board member should be noted in the communication. The board of directors has instructed the secretary to forward shareholder correspondence only to the intended recipients, but the board has also instructed the secretary to review all shareholder correspondence and, in his discretion, not forward any items that he deems to be of a commercial or frivolous nature or otherwise inappropriate for the board’s consideration. Any such items may be forwarded elsewhere in the Company for review and possible response. The Company has adopted a Non-Retaliation Policy, or a whistleblower policy, which establishes procedures for submitting these types of concerns, either personally or anonymously through a toll free telephone “hotline” operated by an independent party.  A copy of our Non-Retaliation Policy is available on our website at www.aceto.com.
 
 
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CORPORATE GOVERNANCE
 
The Company operates within a comprehensive plan of corporate governance for the purpose of defining responsibilities, setting high standards of professional and personal conduct and assuring compliance with those responsibilities and standards.  In July 2002, Congress passed the Sarbanes-Oxley Act of 2002 which, among other things, establishes, or provides the basis, for, a number of corporate governance standards and disclosure requirements.  In addition, the NASDAQ Stock Market has corporate governance and listing requirements.  The board of directors has initiated numerous actions consistent with these rules and will continue to monitor developments in the area of corporate governance regularly.
 
Code of Business Conduct and Ethics
 
The Company has adopted a Code of Business Conduct and Ethics for all Aceto directors and employees that includes provisions ranging from restrictions on gifts to conflicts of interest. All employees are required to affirm in writing their acceptance of the code.  This Code of Business Conduct and Ethics is in accordance with NASDAQ Listing Rule 5610 and is published on the Company’s corporate website – www.aceto.com.  We intend to satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding an amendment to, or a waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website, www.aceto.com.
 
Disclosure Committee
 
The Company has formed a disclosure committee, comprised of senior management, including senior financial personnel, to formalize processes to ensure accurate and timely disclosure in Aceto’s periodic reports filed with the United States Securities and Exchange Commission and to implement certain disclosure controls and procedures.  The disclosure committee operates under a formal charter that governs its duties and conduct.  The charter is published on the Company’s corporate website – www.aceto.com.
 
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
Pursuant to Section 16 of the Exchange Act, the Company’s directors and certain officers and beneficial owners of more than 10% of the Company’s Common Stock are required to file certain reports, within specified time periods, indicating their holdings of and transactions in the Common Stock and derivative securities.  Based solely on a review of such reports provided to the Company and written representations from such persons regarding the necessity to file such reports, the Company is not aware of any failures to file reports or report transactions in a timely manner during the Company’s fiscal year ended June 30, 2012 except for a late Form 4 for one transaction for  Ms. Giordano, that was filed four days late,  a Form 4 for Mr. Van Eis and Mr. Saint-Clair, representing one transaction each, that was filed eighteen days late and a Form 4 for Mr. Roth for one transaction that was filed seven days late. In addition, there were two Form 4s that were filed late for former executive officer Mr. Michael Feinman, which was filed ten and five days late, respectively, as well as a late Form 4 for former executive officer  Mr. Ulf Bender, which was filed eighteen days late.
 
 
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EXECUTIVE OFFICERS
 
The executive officers of Aceto, and their ages, as of October 9, 2012, are as follows:
 
Name
 
Age
 
Position
Albert L. Eilender*
 
69
 
Chairman and Chief Executive Officer
Douglas Roth
 
55
 
Senior Vice President and Chief Financial Officer
Salvatore Guccione*
 
49
 
President and Chief Operating Officer
Ronald Gold
 
53
 
President and Chief Operating Officer, Rising Pharm.
Frank DeBenedittis
 
58
 
Senior Vice President, Corporate Business Development
Charles J. Alaimo
 
46
 
Senior Vice President, Human Resources
Raymond Bartone
 
50
 
Senior Vice President, Nutritionals
Steven Rogers
 
51
 
Senior Vice President, General Counsel and Corporate Secretary
David B. Rosen
 
54
 
Senior Vice President, Business Development
Guillaume Saint-Clair
 
41
 
Vice President, Pharmaceutical Intermediates
Nicholas Shackley
 
48
 
Senior Vice President, Pharmaceutical Ingredients
Jan Van Eis
 
54
 
Vice President, Active Pharmaceutical Ingredients and Emerging Markets
Lukas von Hippel
 
51
 
Managing Director, Pharma Waldhof GmbH
Roger G. Weaving, Jr.
 
53
 
Senior Vice President, Performance Chemicals
 
* In September 2012, the Company announced that, effective January 2, 2013, Albert Eilender will step down from his position as Chief Executive Officer while retaining his duties as Chairman. The board of directors elected Salvatore Guccione, to succeed him as Chief Executive Officer, effective January 2, 2013.
 
Albert L. Eilender. Mr. Eilender has been Chairman and Chief Executive Officer since September 2010. Prior to that, Mr. Eilender was the Company’s lead independent director since 2005 and since October 2009, served as the Non-Executive Chairman of the Board.  In September 2012, the Company announced that, effective January 2, 2013, Mr. Eilender will step down from his position as Chief Executive Officer while retaining his duties as Chairman. He is the sole owner of Waterways Advisory Services, a firm specializing in advising companies on developing and evaluating options relative to mergers, acquisitions and strategic partnerships in the chemical industry. Mr. Eilender has not been active in the operations of this enterprise since October 2009. He has more than 30 years of diverse senior level experience in the specialty chemicals and pharmaceutical industry and has had direct financial responsibility for managing businesses up to $300 million in revenues, with significant experience in mergers, acquisitions and joint ventures, both domestically and internationally.  He has also served on the boards of numerous industry trade associations during his career.
 
Douglas Roth. Mr. Douglas Roth has been Senior Vice President and Chief Financial Officer since March, 2010 and had previously been Vice President and Chief Financial Officer since joining the Company in May, 2001. Prior to joining the Company, Mr. Roth was the Vice President and Chief Financial Officer of CitySprint 1-800 Deliver from September 1998 through April 2001. Mr. Roth holds a bachelor degree in accounting from the State University of New York at Oswego and an MBA in finance from Fordham University.
 
Salvatore Guccione. Mr. Guccione has been the President and Chief Operating Officer of Aceto since December 2011. In September 2012, the Company announced that, effective January 2, 2013, Mr. Eilender will step down from his position as Chief Executive Officer while retaining his duties as Chairman. The board of directors elected Mr. Guccione, to succeed him as Chief Executive Officer, effective January 2, 2013. Mr. Guccione was formerly an Operating Partner at Arsenal Capital Partners, a private equity investment firm based in New York. Prior to that, Mr. Guccione was the Chief Executive Officer and the Chief Financial Officer of WIL Research Laboratories from 2006 to 2009 and the Chief Financial Officer of International Specialty Products from 2004 to 2005. In addition, Mr. Guccione held various positions at Cambrex Corporation from 1995 to 2004, including Executive Vice President, Strategy and Chief Financial Officer. From 1987 to 1995, Mr. Guccione held various positions at International Specialty Products, including Vice President and General Manager, Personal Care and Director, Corporate Development. Mr. Guccione holds a Bachelor degree in Chemical Engineering from Lehigh University and an MBA in Finance from New York University’s Stern School of Business.  Mr. Guccione joined Aceto’s Board in May 2011.  Mr. Guccione serves on the board of ReSearch Pharmaceutical Services, Inc. In addition, Mr. Guccione previously served on the boards of Royal Adhesives & Sealants Holdings and DG3 Holdings from 2010 to October 2011.
 
 
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Ronald Gold. Mr. Gold has been President and CEO of Rising Pharmaceuticals, Inc. (“Rising”) since March 1999. On December 31, 2010, the Company acquired certain assets of Rising, a New Jersey based company that markets and distributes generic prescription and over the counter pharmaceutical products to leading wholesalers, chain drug stores, distributors, mass market merchandisers and others under its own label, throughout the United States. Mr. Gold was a majority owner of Rising and is now President and COO of Rising since the acquisition. As President and COO of Rising, he oversees all aspects of Rising. In addition, Mr. Gold is a (a) minority owner of ipMedica, Inc., a medical transcription company to which Mr. Gold provides periodic advice concerning strategic planning; (b) Managing Member and President of T&G Group, Inc. since October 1992, a real estate investment and management company for which Mr. Gold provides general oversight, and (c) minority owner and a Managing Member of Mirror Pharmaceuticals LLC, for which he provides general advice on a periodic basis.  Mr. Gold has a B.S. in Accounting from Northeastern University.
 
Frank DeBenedittis. Mr. DeBenedittis has served as Senior Vice President, Corporate Business Development since August 2011 and International Senior Vice President, Active Pharmaceutical Ingredients since February 2011. Prior to that, Mr. DeBenedittis was Executive Vice President since January 2009 and Senior Vice President of the Company since 2001.  Mr. DeBenedittis joined the Company in 1979 as a marketing assistant and held various positions within the Company including Assistant Product Manager, Product Manager, Assistant Vice President and Vice President. In addition, Mr. DeBenedittis currently serves on the Board of Directors of Rising Pharmaceuticals, Inc., a wholly owned subsidiary, which was acquired on December 31, 2010. Mr. DeBenedittis holds a B.A. in Chemistry from Stony Brook University.
 
Charles J. Alaimo. Mr. Alaimo has been Senior Vice President, Human Resources of the Company since July 2012 and Vice President, Human Resources, since January 2011.  Mr. Alaimo oversees the global human resources functions.  Prior to joining the Company, from 2008 to 2011, Mr. Alaimo was Director, Global Human Resources for Coby Electronics where he oversaw all human resources activities for this private consumer electronics company. From 2004 to 2007, he was Director, Human Resources and General Affairs for TDK Electronics Corporation. Mr. Alaimo also served as Regional Manager, Human Resources for Group One Trading, LP a private, derivatives trading firm from 2000 to 2004.  Mr. Alaimo earned his B.B.A. in Human Resources Management from Baruch College in 1989 and a M.S. in Industrial and Labor Relations from Baruch College in 2005.
 
Raymond Bartone. Mr. Bartone has been Senior Vice President, Nutritionals since July 2012 and International Vice President, Nutritionals since July 2005. Mr. Bartone joined the Company in 1991 as a sales representative and held various positions within the Company.  Mr. Bartone has a B.A. in Chemistry from Manhattanville College and a M.S. in Chemical Engineering from Manhattan College.
 
Steven Rogers. Mr. Rogers has been Senior Vice President, General Counsel and Corporate Secretary of the Company since October 2011 and Vice President, General Counsel and Corporate Secretary, since April 2011.  Prior to joining the Company, Mr. Rogers was the General Counsel of Rising, certain assets of which the Company acquired in December 2010. Mr. Rogers oversees all legal and regulatory matters and provides legal counsel to the Company’s senior management and Board of Directors. From 1986 to 1994, Mr. Rogers was a corporate litigator at Kelley Drye & Warren LLP. From 1994 to 1997, he was Associate General Counsel/First Vice-President of PaineWebber, Inc. From 1997 to 2009, he served as General Counsel of LibertyView Capital Management, a SEC-registered investment adviser, owned by Credit Agricole and then Neuberger Berman, LLC, where he was responsible for all legal, compliance and regulatory matters and oversaw the research and risk departments.  Mr. Rogers earned his J.D. from the Fordham University School of Law in 1986 and a B.A. in History from the State University of New York at Binghamton in 1983. He is a member of the New York and Connecticut State Bars, as well as various federal courts including the United States Supreme Court.
 
 
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David B. Rosen. Mr. Rosen has been Executive Vice President of Rising since March 2000.  Prior to Rising being acquired by the Company in December 2010, Mr. Rosen was, since March 2000, a minority owner of Rising and served as Executive Vice President of Rising. Since the acquisition, Mr. Rosen serves as Senior Vice President. As Executive Vice President of Rising, he oversaw all aspects of product development, information technology and quality control at Rising. Mr. Rosen is also a majority owner of ipMedica, Inc., a medical transcription company, since August 1999, to which Mr. Rosen provides general oversight and strategic planning services. In addition, Mr. Rosen has a minority investment in Mirror Pharmaceuticals LLC, an FDA-approved manufacturer of solid dose pharmaceutical products. Mr. Rosen has a B.A. (Summa Cum Laude) in Economics and Political Science from Queens College (CUNY).
 
Guillaume Saint-Clair.  Mr. Saint - Clair has been Vice President, Pharmaceutical Intermediates since January 2011.  Mr. Saint - Clair joined Aceto in 2001 as a result of the Company’s acquisition of certain businesses of Schweizerhall, and has held various management positions, most recently being responsible for managing Aceto’s European pharmaceutical intermediates and specialty chemicals businesses since January 2010.   Mr. Saint - Clair holds a Masters of Physical Organic Chemistry from the University Jean Fourrier in Grenoble.
 
Nicholas Shackley.  Mr. Shackley has been Senior Vice President, Pharmaceutical Ingredients, since August 2011. Prior to joining Aceto, Mr. Shackley has had a 25 year professional career starting in England with the former British company ICI Specialties. He then transferred to the USA and joined Zeneca Specialties which was the predecessor company of Avecia Inc for 8 years, primarily in executive sales and business development roles. In 2004 he joined Cambrex where he continued to take leadership positions in Sales, Marketing & Business Development in both Pharma and Biopharma capacities. Mr. Shackley has had P&L responsibility with BASF for their Pharmaceutical Ingredients and Service Business Unit as their Vice President-North America. Nicholas holds a Chemical Engineering degree from the Imperial College of London.
 
Jan Van Eis. Mr. Van Eis has been Vice President since February 2010. Mr. Van Eis joined Aceto in March, 2001 as a Vice President, as a result of Aceto’s acquisition of certain distribution businesses of the Schweizerhall Holdings and has been Managing Director of Aceto BV since January 2007. Prior to joining Aceto, Mr. Van Eis was Sales and Business Development Manager for International Pharmaceutical Chemicals BV (which was subsequently acquired by Schweizerhall Holdings) since 1992.
 
Lukas von Hippel. Dr. Lukas von Hippel serves as Managing Director for the Pharma Waldhof GmbH (a wholly owned Aceto subsidiary located in Düsseldorf, Germany, acquired in January 2004) since July 2011. Prior to that, Dr. von Hippel was Site Manager for site Hanau at Kruse, a German distributing company. Before joining Kruse, he was executive of AllessaChemie, a former Clariant site where he was beside others responsible for Marketing and Sales. Prior to this he worked for Degussa in various functions, including R&D, Consulting and Marketing & Sales. Dr. von Hippel holds a doctor’s degree from Munich University for Chemistry.
 
Roger G. Weaving, Jr. Mr. Weaving has been Senior Vice President since November 2010 and Vice President since 2002. Mr. Weaving joined the Company in 1984 and over the years has held various positions in the Specialty Chemicals business unit. Mr. Weaving has been a member of the Board of Governors for the Color Pigments Manufacturers Association, Inc. since 2004. Prior to that, Mr. Weaving received an A.B. degree from Dartmouth College and an M.S. in Chemistry from the University of Rochester.
 
The executive officers of the Company are elected annually by the Board of Directors at its meeting held immediately after the annual meeting of shareholders and will hold office for one year and until their successors have been duly elected and qualified or until their earlier resignation or removal.
 
 
20

 
 
COMPENSATION DISCUSSION AND ANALYSIS
 
Executive Summary
 
The primary objective of our compensation program is to provide competitive compensation and benefit plans that enable us to attract, motivate and retain highly qualified, experienced executives and reward them for performance that creates long-term shareholder value. We strive to reward our named executive officers fairly and competitively through a properly balanced mix of base salary, short-term and long-term incentives, benefits, career growth and development opportunities. We believe this mix drives company performance and assists with employee retention.  Although the weighting of our compensation for our named executive officers favors salary and annual incentive, the compensation committee will continue to strive to enhance our long-term incentive compensation portion of executive compensation.
 
Our named executive officers for our fiscal year ended June 30, 2012 were the following individuals:
 
Albert L. Eilender, Chairman and Chief Executive Officer
Douglas Roth, Senior Vice President and Chief Financial Officer
Salvatore Guccione, President and Chief Operating Officer
Ronald Gold, President and Chief Operating Officer, Rising Pharm.
Frank DeBenedittis, Senior Vice President, Corporate Business Development
 
Our Compensation Philosophy and Objectives
 
Our executive compensation program is designed to attract, retain, and motivate superior executive talent and to align their interests with those of our shareholders and support our growth and profitability. Consistent with those purposes, our compensation philosophy embodies the following principles:
 
 the compensation program should reward the achievement of our strategic initiatives and short-term and long-term operating and financial goals, and provide disincentives for underperformance;
 
 compensation should reflect differences in position and responsibility;
 
 compensation should be comprised of a mix of cash and equity-based compensation that aligns the short-term and long-term interests of our executives with those of our shareholders; and
 
 the compensation program should be understandable and transparent.
 
In structuring a compensation program that implements these principles, we have developed the following objectives for our executive compensation program:
 
 overall compensation levels should be competitive and should be set at levels necessary to attract and retain talented leaders and motivate them to achieve superior results;
 
 a portion of total compensation should be contingent on, and variable with achievement of objective corporate performance goals;
 
 total compensation should be higher for individuals with greater responsibility and greater ability to influence achievement of our operating and financial goals and strategic initiatives;
 
 the number of different elements in our compensation program should be limited, and those elements should be effectively communicated to and understood by executives and shareholders; and
 
 
21

 
 
    ● compensation should be set at levels that promote a sense of equity among all employees and appropriate stewardship of corporate resources, while giving due regard to our industry and any premiums that may be necessary in order to attract top talent at the executive level.
 
Consideration of Last Year’s “Say on Pay” Advisory Vote
 
At last year’s annual meeting of shareholders, we held our first advisory shareholder vote on executive compensation.  More than 94% of the shares that voted approved our executive compensation described in last year’s proxy statement. The compensation committee viewed the results of this vote as a strong indication that the Company’s shareholders support the compensation policies and practices of the Company.  Accordingly, the results of this vote did not affect the Company’s executive compensation decisions and policies for our named executive officers during the fiscal year ended June 30, 2012.
 
Elements of Our Executive Compensation
 
Our executive compensation program has historically been comprised of base salary, performance-based annual cash incentives, long-term equity incentive awards and fringe benefits. These elements of compensation have been supplemented by benefit plans to which the Company contributes, including our 401(k) plan and our supplemental executive retirement plan, as well as life insurance premiums paid by the Company for employee life insurance policies. We look to the experience and judgment of our compensation committee to determine what it believes to be the appropriate mix of the compensation for each executive.   In allocating compensation among the various elements, the Committee considers many factors including market data, Company performance, individual performance,  the impact of the executive’s position on the Company, individual past performance,  experience in the position, any anticipated increase in the individual’s responsibilities, internal pay equity for comparable positions, and succession planning and retention strategies.
 
With the adoption of  the Aceto Corporation 2010 Equity Participation Plan (the “2010 Plan”) in December 2010, our long-term incentive compensation component has been increased for our executive officers, making a larger portion of their annual total direct compensation dependent on long-term stock appreciation and long-term company financial and operating performance. We have concluded that shifting some executive compensation to long-term incentive compensation will further align our executive officers’ goals and interests with those of our shareholders and encourage long-term retention and operational and financial success.
 
Base Salary
 
 We provide our executive officers with base salary to provide them with a fixed base amount of compensation for services rendered during a fiscal year. We believe this is consistent with competitive practices and will help assure our retention of qualified leadership in those positions. We intend to maintain base salaries at competitive levels in the marketplace for comparable executive ability and experience, taking into consideration changes from time to time in the consumer price index and whether competitive adjustments are necessary to promote retention. Consideration also is given in each case to the historical results achieved by each executive and the Company during each executive’s tenure, to whether each executive is enhancing the team oriented nature of the executive group, the potential of each executive to achieve future success, and the scope of responsibilities and experience of each executive. In addition, evaluations are made regarding the competencies of each executive officer that are considered essential to our success.
 
The compensation committee evaluated the historical performance of our executive officers and considered the compensation levels and programs within the peer group before it made its fiscal 2012 compensation recommendations to the full board. Based upon the 2012 benchmarking study performed by Hay Group, it was recommended by the compensation committee, and approved by our board of directors, that we adjust our current peer group target from third quartile to median plus or minus 15%. Aceto’s peer group consists of materially larger companies that have an emphasis towards chemicals manufacturing than distribution. Given the fact that the nature of our business is less capital-intensive than the peer group companies, we expect peer group executive pay levels to be higher. The base salaries of our named executive officers are competitive and are within the peer group third quartile. Aceto’s target annual incentive opportunities as a percentage of base salary appear to be below market levels; however, when coupled with above-market salaries, target annual cash levels remain competitive. The compensation committee therefore recommended and our board of directors approved increases in base salaries of our executive officers in average ranges of 3 to 5% for fiscal 2013.
 
 
22

 
 
Annual Performance Awards
 
We grant annual performance awards to encourage achievement of goals established for our short-term and long-term financial and operating results, and to reward our executive officers for consistent performance in assisting us in achieving those goals.  Pre-determined annual performance measures were utilized in connection with our current fiscal year ended June 30, 2012.
 
For our fiscal year ended June 30, 2012, the annual performance award criteria as established by our compensation committee, and approved by our board of directors, were based upon results obtained with respect to the following three financial factors: (1) company sales; (2) company net income; and (3) company earnings per share, except that with respect to our named executive officers who oversee our business segments, the performance-based objective bonus criteria also included results obtained with respect to sales and adjusted pre-tax income for their respective business segments.  For Messrs. Eilender, Roth and Guccione, the financial factors were weighted at 10% for company sales, 30% for company net income, 20% for company earnings per share and the individual performance goals included 40% weighting. For Mr. Gold, his annual performance award was based upon the weighting of 20% of Rising sales, and 25% of Rising’s earnings before interest, taxes, depreciation and amortization (EBITDA) and 15% on Aceto’s consolidated earnings per share. Mr. Gold’s annual performance award also included individual performance goals that represented 40% of his award. For Mr. DeBenedittis, 30% of his annual performance award was based ratably upon company sales, company net income and company earnings per share, 40% was weighted ratably on his business unit sales and pre-tax income and 30% was calculated utilizing his individual performance goals. The specific performance-related financial factors at the minimum, target and maximum levels for the fiscal year ended June 30, 2012 were:
 
Performance Metric
 
Minimum
   
Target
   
Maximum
 
Company Sales
   $ 327,820,000      $ 437,090,000     $ 546,360,000  
Company Net Income
   $ 10,290,000      $ 13,720,000     $ 17,150 ,000  
Company Earnings Per Share
   $ 0.38      $ 0.51     $ 0.64  
 
 
23

 
 
The annual award percentages at the minimum, target and maximum levels for the fiscal year ended June 30, 2012 for each of the named executive officers were as follows:
 
             
Executive Officer
Minimum
 
Target
 
Maximum
 
             
Albert L. Eilender
25% of base salary
 
50% of base salary
 
75% of base salary
 
             
Douglas Roth
20% of base salary
 
40% of base salary
 
60% of base salary
 
             
Salvatore Guccione
20% of base salary
 
40% of base salary
 
60% of base salary
 
             
Ronald Gold
20% of base salary
 
40% of base salary
 
60% of base salary
 
             
Frank DeBenedittis
17.5% of base salary
 
35% of base salary
 
52.5% of base salary
 
 
The following describes the performance-based bonus criteria for each named executive officer:
 
 Albert L. Eilender, Chairman and Chief Executive Officer.   Mr. Eilender’s 2012 annual performance award of $385,638 was based upon company sales and company net income, earnings per share, excluding one-time adjustments to income and individual performance goals. Mr. Eilender’s individual performance goals included working with business managers to implement an international travel plan and restructure the international reporting matrix to effect oversight, uniformity and cost savings.  In addition, Mr. Eilender’s individual performance goals included working towards increasing our corporate visibility with potential shareholders and investors and to ensure operational success in connection with certain organizational changes.
 
Douglas Roth, Chief Financial Officer. Mr. Roth’s 2012 annual performance award of $153,177 was based upon the result of the Company’s performance including sales and net income and earnings per share, excluding one-time adjustments to income. In addition to the Company’s financial performance, Mr. Roth’s annual performance award was affected by his achievement of certain individual performance goals including the preparation of a study to reduce the quarterly financial close process, streamlining the inter-company reconciliation process and to implement a more structured analysis of comparison of budget to actual financial results.
 
  Salvatore Guccione, President and Chief Operating Officer. Mr. Guccione’s 2012 annual performance award of $122,310 was prorated since his employment did not commence until December 2011 and was based upon company sales and company net income and earnings per share, excluding one-time adjustments to income. Mr. Guccione’s annual performance award was affected by his achievement of individual performance goals including the assumption of an added position as Chief Risk Officer, as well as the implementation of changes to operating and reporting structure to streamline operating and reporting efficiencies. In addition, Mr. Guccione’s individual performance goals included initiating relationships with customers and suppliers, as well as increasing Aceto’s visibility within the investor community.
 
Ronald Gold, President and Chief Operating Officer, Rising Pharm. Mr. Gold’s annual performance award of $179,006 was a result of the Company’s performance, based upon sales and net income and earnings per share, excluding one-time adjustments to income, as well as results obtained with respect to sales and adjusted pre-tax income of the Rising business unit, which is part of the Company’s Human Health business segment.  In addition, the 2012 annual performance award was based upon individual performance goals tailored to Mr. Gold, including the mentoring of Aceto personnel, working with the product development and sales teams to continue to grow our product pipeline and increase market share, as well as visiting our international divisions to educate them on the Rising business and becoming acclimated to Aceto’s core business.
 
 
24

 
 
Frank DeBenedittis, Senior Vice President, Corporate Business Development. Mr. DeBenedittis’s annual performance award of $122,660 was a result of the Company’s performance, based upon sales and net income and earnings per share, excluding one-time adjustments to income, as well as results obtained with respect to sales and adjusted pre-tax income of Active Pharmaceutical Ingredients, which is part of the Company’s Pharmaceutical Ingredients business segment.  In addition, the 2012 annual performance award was based upon individual performance goals tailored to Mr. DeBenedittis, including establishment of criteria and metrics used to evaluate risk assessment, return on investment and strategic relationship to existing business, creating a system to track development projects, as well as meeting with business unit managers to identify revenue generating opportunities.
 
The compensation committee recommended and the board of directors approved continued use of objective performance criteria to determine annual performance awards for the fiscal year ending June 30, 2013. The precise criteria that we will use to determine the annual performance award for our executive officers will vary depending on each officer’s specific responsibilities. In all cases, annual performance awards paid to any one individual cannot exceed two times the individual’s base salary.
 
Long-Term Incentive Compensation
 
Based upon the review by Hay Group in fiscal 2012 and in prior years, our compensation committee recommended that our compensation mix include a greater proportion of long-term incentive compensation. We continue to place increasing emphasis on compensation tied to the Company’s long-term financial and operating performance. We believe that these incentives further align management’s interest with the interests of our shareholders.
 
At the annual meeting of shareholders of the Company held in December 2010, the Company’s shareholders approved the 2010 Plan.  Under the 2010 Plan, grants of stock options, restricted stock, restricted stock units, stock appreciation rights, and stock bonuses (collectively, “Stock Awards”) may be made to employees, non-employee directors and consultants of the Company, including the Chief Executive Officer, Chief Financial Officer and other named executive officers. At the annual meeting, our shareholders are being asked to approve the 2010 Plan, as amended and restated (Proposal Four).
 
For fiscal 2012, our compensation committee recommended and our board of directors approved, a three year long term incentive compensation program pursuant to the 2010 Plan consisting of stock options, restricted stock and performance-vested restricted stock units for our executive officers. The stock options vest over three years and have a term of ten years from the date of grant.  The restricted stock awards also vest over three years.  Performance-vested restricted stock units will cliff vest 100% at the end of the third year following the grant upon the attainment of pre-tax income and total shareholder return performance goals relative to the Russell 2000 Index.  The number of shares subject to the 2012 long term incentive awards are set forth in the table entitled “2012 Grants of Plan-Based Awards.”
 
For fiscal 2010, our compensation committee recommended and our board of directors approved, a three year long term incentive compensation plan consisting of incentive cash awards based upon a three year performance period. The goals were set at the beginning of the performance period. The financial metric used for the performance goals was based on a factor closely linked to long-term shareholder value, EBITDA. Based upon the results of the three year long term incentive compensation plan, Mr. Eilender received an additional $230,000 special performance award.  In addition, both Mr. Roth and Mr. DeBenedittis received an additional $85,000 in connection with this three year long term incentive compensation plan.
 
Recoupment of Awards
 
Each performance award paid shall for a period of  two years (or such longer period as the compensation committee may determine in its discretion) be subject, to forfeiture, cancelation and/or repayment to the Company if: (i) the payment of such award (or portion thereof) was predicated upon the achievement of certain financial results or other performance criteria; (ii) in the compensation committee’s view, the participant either benefited from a calculation that later proves to be materially inaccurate, or engaged in one or more material acts of fraud or misconduct that caused or partially caused the need for a financial restatement by the Company; and (iii) in the compensation committee’s view, a lesser payment (or no payment) of such award would have occurred based on a correct calculation or upon restated financial results or other performance criteria.
 
 
25

 
 
Other Compensation
 
Our U.S. executive officers may also participate in our 401(k) plan on the same terms as the rest of our eligible employees. We currently make a non-elective contribution on behalf of each of our participating employees equal to 3% of the participant’s eligible compensation, including base salary and bonus, up to a maximum of $250,000 of eligible compensation. We also have historically made discretionary contributions for each of our participating employees on an annual basis up to approximately 8% of the participant’s eligible compensation.  Our participating employees are fully vested in both their salary deferrals and non-elective contributions, but Company discretionary contributions vest at the rate of 20% per year with 100% vesting after five years of participation.
 
 We also maintain a supplemental executive retirement plan, commonly called a “SERP”. This plan is a non-qualified deferred compensation plan intended to provide management employees whose eligible annual compensation exceeds $100,000 with supplemental retirement benefits. Annual Company contributions to the SERP are fixed by our board of directors and vest at the rate of 20% per year of service over five consecutive years. In addition to Company contributions, participants can elect to defer some or all of their bonus compensation into their SERP account for the following year.
 
In January 2012, Aceto gave written notice to Messrs. Roth and DeBenedittis that their current employment agreements would not be renewed beyond the scheduled expiration date which is March 23, 2012 for both agreements. Following the expiration date of their employment agreements, each of Messrs. Roth and DeBenedittis will be eligible to receive severance pay and benefits pursuant to the Aceto Severance Policy in the event his employment is involuntarily terminated by Aceto. On July 2, 2012, Aceto entered into change in control agreements with Messrs. Roth and DeBenedittis in order to replace the change in control severance protections previously provided under their employment agreements.
 
Perquisites
 
We allow certain of our executive officers to use a Company automobile as a perquisite to enhance our compensation package and make it more attractive relative to our competition. The financial value of the personal use of a Company automobile for each of these executive officers for our fiscal year ended June 30, 2012 is set forth in footnote six to the All Other Compensation column of the Summary Compensation Table contained in this proxy statement.
 
Stock Ownership Requirements
 
In order to further align management’s interest with the interests of our shareholders, our compensation committee established, and our board of directors approved, stock ownership requirements for our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers. These stock ownership requirements provide that our Chief Executive Officer must own shares of our common stock valued at two and a half times his base salary and our Chief Financial Officer and our three other most highly compensated executive officers must own shares of our common stock valued at one and a quarter times their base salaries within five years commencing October 1, 2010. The stock ownership program also includes as a guideline, but not a requirement, that all our other executive officers own shares of our common stock valued at one half times base salary within the same five year period. Shares of our restricted stock that are granted but not yet vested count toward these stock ownership guidelines
 
The stock ownership program also includes as a guideline, but not a requirement, that all non-employee directors achieve a level of ownership of our common stock, including restricted stock granted but not yet vested, valued at three times the annual cash retainer by January 2017.
 
 
26

 
 
Tax Implications of Executive Compensation
 
Section 162(m) of the Internal Revenue Code of 1986, as amended, provides that compensation in excess of $1 million paid to named executive officers (other than our Chief Financial Officer) is not deductible unless it satisfies the exception for qualified performance-based compensation under Section 162(m).  Our compensation committee and board of directors generally consider all current compensation paid to our named executive officers (other than base salary) to be performance-based, even though certain elements of our compensation may not satisfy this exception.   However, stock options awarded to our named executive officers are designed to qualify as qualified performance-based compensation under Section 162(m).  In addition, our shareholders are being asked to approve the Executive Performance Award Plan at the annual meeting (see Proposal Three) so that certain annual bonus amounts paid thereunder will satisfy the exception for qualified performance-based compensation under Section 162(m). None of the compensation we paid during fiscal 2012 was rendered nondeductible by virtue of Section 162(m).  While the compensation committee will continue to consider the impact of Section 162(m) on our compensation program, it reserves the right to pay nondeductible compensation in the future if it determines that it is appropriate to do so. It is our policy to review all compensation plans and policies against tax, accounting, and SEC regulations, including Section 162(m), Internal Revenue Code Section 409A, and generally accepted accounting principles.   
 
COMPENSATION COMMITTEE REPORT
 
The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on that review and discussion, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company’s annual report on Form 10-K for its last completed fiscal year.
 
Robert A. Wiesen (Chairman)
Hans C. Noetzli
Natasha Giordano
 
 
27

 
 
EXECUTIVE COMPENSATION
 
SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding the compensation of our named executive officers for the fiscal years ended June 30, 2012, June 30, 2011 and June 30, 2010.  Except as set forth below, no other compensation was paid to these individuals during the year.
 
Name and
Principal Position
Year
 
Salary
   
 
Bonus(1)
   
Stock
Awards
(2)
   
Option
Awards(3)
   
Non-Equity Incentive Plan Compensation 
(4)
   
All Other
Compen-
sation
(6)
   
 
Total
 
                                             
 
Albert L. Eilender
 
2012
  $ 625,961     $ -     $ 101,869     $ 31,500     $ 615,638     $ 87,029       1,461,997  
Chief Executive Officer
      2011
    491,538       -       186,240       86,400       475,250       67,376       1,306,804  
                                                           
Douglas Roth
2012
    310,918       -       42,213       12,600       238,177 (5)     63,031       666,939  
Chief Financial Officer
2011
    309,512       -       124,160       57,600       183,770 (5)     57,173       732,215  
 
2010
    286,036       -       -       -       135,000 (5)     52,632       473,668  
                                                           
Salvatore Guccione
2012
    245,192       -       267,950       152,060       122,310 (5)     36,619       824,131  
President and Chief Operating Officer  
                                                         
                                                           
Ronald Gold
2012
    425,000       -       38,550       12,600       179,006       51,347       706,503  
President and COO of Rising
2011
    196,154       -       -       -       42,500       29,200       267,854  
                                                           
Frank DeBenedittis
2012
    284,144       -       33,956       10,500       207,660       54,509       590,769  
Senior Vice President
2011
    293,878       -       62,080       28,800       120,136       45,003       549,897  
 
2010
    279,945       -       -       -       230,000       50,268       560,213  
                                                           
 
(1)  Bonuses paid during 2012, 2011 and 2010 pursuant to the Company’s bonus plan are reflected under the column entitled “Non-Equity Incentive Plan Compensation.”  The Company did not pay discretionary bonuses during 2012, 2011 and 2010; all bonuses were performance-based.

(2)  Amounts shown in this column reflect the aggregate grant date fair value of restricted stock awards and restricted stock units granted during the year computed in accordance with generally accepted accounting principles. There were no grants of restricted stock awards or units in fiscal 2010.

(3)  Amounts shown in this column reflect the aggregate grant date fair value of option awards granted during the year in accordance with generally accepted accounting principles. The aggregate grant date fair value of each option was estimated using the Black-Scholes option-pricing model and the assumptions used in the calculation of these amounts for fiscal years ended June 30, 2012 and June 30, 2011 are included in Note 10 to the Company’s audited financial statements for the fiscal year ended June 30, 2012, included in the Company’s Annual Report on Form 10-K filed with the SEC on September 7, 2012. There were no option awards granted during fiscal 2010.

(4)  Reflects cash bonuses under the Company’s bonus plan.  Bonuses listed for a particular year represent bonuses earned and paid with respect to such year even though the bonuses have been paid during the first quarter of the subsequent year.

(5)  The bonus amount for Mr. Roth includes $23,817, $17,028 and $27,000 of restricted stock, which was received by Mr. Roth in lieu of a portion of his bonus for fiscal years 2012, 2011 and 2010, respectively. The bonus amount for Mr. Guccione includes $18,346 of restricted stock, which was received by Mr. Guccione in lieu of a portion of his bonus for fiscal year 2012.

(6)  All Other Compensation consists of the personal use of a Company owned automobile, contributions to retirement plans, and compensation recognized from the issuance of premium shares of restricted stock as follows:  

 
28

 
 
Name      
Year
 
Company Automobile
($)
   
Company Contributions to Retirement Plans ($)
   
Issuance
of
premium
shares of
restricted
stock
($) (7)
   
Total Other Compensation ($)
 
A. Eilender    
2012
  $ 5,961     $ 81,068       -     $ 87,029  
     
2011
    199       67,177       -       67,376  
                                       
D. Roth
   
2012
    8,994       46,442       7,595       63,031  
     
2011
    8,487       43,502       5,184       57,173  
     
2010
    8,795       39,890       3,947       52,632  
                                       
S. Guccione
   
2012
    891       35,728       -       36,619  
                                       
R. Gold
   
2012
    2,159       49,188       -       51,347  
     
2011
    -       29,200       -       29,200  
                                       
F. DeBenedittis
   
2012
    10,931       43,578       -       54,509  
     
2011
    5,465       39,538       -       45,003  
     
2010
    5,933       44,335       -       50,268  

(7) Eligible employees have the right to purchase restricted stock with a portion of their annual bonus (up to 20%). Each restricted stock purchase is entitled to a premium equal to 25% of the number of shares of the purchase, paid on the third anniversary of the purchase, only if the employee is still employed with the Company.
 
2012 GRANTS OF PLAN-BASED AWARDS
 
     
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards (1)
   
Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
   
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)
   
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
   
Exercise
or Base
Price of
Option
Awards
($/Sh)
   
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)(3)
 
Name
Grant
Date
 
Threshold ($)
   
Target
($)
   
Maximum ($)
   
Threshold (#)
   
Target
(#)
   
Maximum (#)
                         
                                                               
  Albert
  Eilender
09/08/11
    156,250       312,500       468,750       3,750       7,500       11,250       7,500       15,000       6.18       133,369  
  Douglas Roth
09/08/11
    62,097       124,193       186,290       1,500       3,000       4,500       3,000       6,000       6.18       54,813  
  Salvatore   Guccione
10/05/11
    49,583       99,167       148,750       -       -       -       25,000       62,500       5.77       265,500  
  Salvatore   Guccione
12/01/11
    -       -       -       3,750       7,500       11,250       10,936       13,000       6.76       154,510  
  Ronald Gold
09/08/11
    85,000       170,000       255,000       1,500       3,000       4,500       3,000       6,000       6.18       51,150  
  Frank   DeBenedittis
09/08/11
    49,725       99,450       149,176       1,250       2,500       3,750       2,500       5,000       6.18       44,456  
 
(1)  Actual awards paid for 2012 performance are included in the Summary Compensation Table under the column Non-Equity Incentive Plan Compensation, while opportunities for 2012 at threshold, target and maximum are included in the above 2012 Grants of Plan-Based Awards.  These amounts were determined using the following three financial factors: (1) company sales; (2) company net income; and (3) company earnings per share, except that with respect to our executives who oversee our business segments, the performance-based objective bonus criteria also included results obtained with respect to sales and adjusted pre-tax income for their respective business segments. In addition, the bonus criteria included results obtained with respect to certain individual goals that were tailored for each executive officer and approved by our compensation committee.

 
29

 
 
(2)  Represents a grant of performance-vested restricted stock units, which grant could be as much as 150% of the original grant if certain performance criteria, including adjusted pre-tax income and total shareholder return are met. Performance-vested restricted stock units will cliff vest 100% at the end of the third year following grant in accordance with the performance metrics set forth in the applicable executive officer’s performance-vested restricted stock unit grant.

(3)  Amounts shown in this column reflect the aggregate grant date fair value of restricted stock awards, restricted stock units and option awards granted during the year computed in accordance with generally accepted accounting principles. These awards relate to equity awards granted in connection with the Company’s long-term incentive compensation program.
 
 
30

 
 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table discloses information regarding outstanding equity awards granted or accrued as of June 30, 2012 for each of our named executive officers.

   
Option Awards
           
Stock Awards
 
 
 
 
 
 
 
Name
 
Number of Securities Underlying Unexercised Options (#) Exercisable
   
Number of
Securities
Underlying
Unexercised
Options (#)

Unexercisable(1)
   
 
 
 
Option
Exercise
Price ($)
 
 
 
 
 
Option
Expiration
Date
 
 
Number of
Shares or Units
of Stock That
Have Not
Vested (#)(1)
   
 
Market Value of
Shares or Units
of Stock That
Have Not Vested
($) (2)
 
   
 
         
 
               
Albert Eilender
    10,125       -       4.28  
12/05/2012
    35,708       322,443  
      10,125       -       8.22  
08/05/2013
               
      10,125       -       10.94  
09/09/2014
               
      13,000       -       6.82  
01/03/2016
               
      9,281       -       8.35  
12/07/2016
               
      6,199       -       8.05  
12/06/2017
               
      10,000
-
      20,000
15,000
      7.76
6.18
 
12/02/2020
08/03/2021
               
                                           
Douglas Roth
    9,000       -       8.22  
08/05/2013
    19,806       178,848  
      30,000       -       10.94  
09/09/2014
               
      5,000
5,000
      -
-
      8.05
8.62
 
12/06/2017
12/04/2018
               
      6,666
-
      13,334
6,000
      7.76
6.18
 
12/02/2020
08/03/2021
               
 
 
Salvatore Guccione
       -         62,500         5.77  
 
 
10/05/2021
      43,436         392,227  
      -       13,000       6.76  
12/01/2021
               
                                           
 
Ronald Gold
    -        6,000       6.18  
 
08/03/2021
     6,000       54,180  
                                           
                                           
                                           
Frank DeBenedittis
    10,000       -       4.28  
12/05/2012
    11,903       107,484  
      9,000       -       8.22  
08/05/2013
               
      30,000       -       10.94  
09/09/2014
               
      5,000
5,000
      -
-
      8.05
8.62
 
12/06/2017
12/04/2018
               
      3,333
-
      6,667
5,000
      7.76
6.18
 
12/02/2020
08/03/2021
               
                                           
 
(1) The stock options vest over three years and have a term of ten years from the date of grant.  The restricted stock awards also vest over three years.  Performance-vested restricted stock units will cliff vest 100% at the end of the third year following grant in accordance with the performance metrics set forth in the plan.
 
(2) Reflects amounts based on the closing market price of the Company’s common stock of $9.03 per share on June   30, 2012.
 
 
31

 
 
OPTION EXERCISES AND STOCK VESTED

 
 
Option Awards
   
Stock Awards
 
 
 
 
 
 
Name
 
 
 
 
 
Number of
Shares
Acquired
on
Exercise
(#)
   
 
 
 
 
Value
Realized on
Exercise
($)
   
 
 
Number of
Shares
Acquired on
Vesting
(#)
   
 
 
 
Value
Realized
on

Vesting
($)
 
 
  Albert L. Eilender
     6,750       19,170       4,000       27,560  
                                 
  Douglas Roth
    19,650       81,154       3,833       26,480  
                                 
  Salvatore Guccione
    -       -       -       -  
                                 
  Ronald Gold
    -       -       -       -  
                                 
  Frank DeBenedittis
    30,500       126,211       2,500       17,295  
 
Equity Compensation Plan Information
 
The following table states certain information with respect to our equity compensation plans at June 30, 2012:
 
 
 
 
 
Plan category
 
 
 
Number of securities
to be issued upon
exercise of outstanding
options (a)
   
 
 
Weighted-average
exercise price of
outstanding options
(b)
   
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)) (c)
 
 
Equity compensation plans approved by security holders
    1,815,000     $ 8.47       741,000  
 
Equity compensation plans not approved by security holders
    -       -       -  
Total
    1,815,000     $ 8.47       741,000  
 
 
32

 
 
NON-QUALIFIED DEFERRED COMPENSATION
 
The following table shows the Non-Qualified Deferred Compensation amounts earned by the named executive officers during fiscal 2012:
 
                           
Aggregate
 
   
Executive
   
Registrant
   
Aggregate
   
Aggregate
   
Balance at
 
   
Contributions
   
Contributions in
   
Earnings in
   
Withdrawals/Distributions
   
Last
 
Name
 
 
in Last FY($)
   
Last FY ($) (1)
   
Last FY ($)
   
($)
   
FYE($)(2)
 
Albert L. Eilender
  $ 250,000     $ 52,893     $ 1,041     $ -     $ 343,586  
Douglas Roth
    14,000       18,267       2,440       -       234,135  
Salvatore Guccione
    -       7,553       -       -       7,553  
Ronald Gold
    -       21,013       66       -       23,579  
Frank DeBenedittis
    15,000       15,403       16,514       -       546,763  
 
 (1)  These amounts are reported in the Summary Compensation Table.
 
 (2) Of the totals in this column, $39,652, $89,554, $2,500 and $131,442 have been previously reported in the Summary Compensation Table for fiscal years 2005 through 2011, if applicable, for, Mr. Eilender, Mr. Roth, Mr. Gold and Mr. DeBenedittis, respectively.
 
Deferred Compensation Plan
 
On March 14, 2005, the Company’s Board of Directors adopted the SERP. The SERP is a non-qualified deferred compensation plan intended to provide certain qualified executives with supplemental benefits beyond the Company’s 401(k) plan, as well as to permit additional deferrals of a portion of their compensation.  The SERP is intended to comply with the provisions of section 409A of the Internal Revenue Code of 1986, as amended. Substantially all compensation deferred under the SERP, as well as Company contributions, is held by the Company in a grantor trust, which is considered an asset of the Company.  The assets held by the grantor trust are in life insurance policies.
 
 
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
 
On July 2, 2012, Aceto entered into change in control agreements with Messrs. Eilender, Roth and DeBenedittis in order to replace the change in control severance protections previously provided under the employment agreements.  In addition, on July 2, 2012, Aceto entered into a change in control agreement with Salvatore Guccione, whose current employment agreement (see below) does not contain change in control severance protections.  The new change in control agreements provide “double trigger” change in control severance protections, as summarized below, which means no amounts will become payable under the agreements unless a “change in control” of Aceto occurs and an executive’s employment is terminated by Aceto other than for “cause” or by the executive for “good reason” within a specified period following the change in control.
 
Set forth below is a description of the terms of the change in control agreements that Aceto deems to be material:
 
  Each agreement will automatically terminate if the executive ceases to be an employee of Aceto for any reason prior to the occurrence of a “change in control” (as defined in the agreement).  In addition, the Company can terminate each agreement on one year’s prior written notice; provided that, if a “change in control” of the Company occurs while the agreement is in effect, no such termination notice shall become effective until the second anniversary of the “change in control.”
 
 
33

 
 
●   If, during the two (2) year period following the occurrence of a “change in control,” an executive’s employment is terminated by the Company other than for “cause” (as defined in the agreement) or by the Executive for “good reason” (as defined in the agreement), the executive will be entitled to the following (in lieu of any payments under the Company’s severance policy):
 
o     a cash lump sum equal to two (2) times (or, in the case of Mr. DeBenedittis, 1.5 times) the sum of the executive’s base salary and annual performance award for the fiscal year preceding the “change in control,” and
 
o     continued participation in the Company’s group health plan, at the Company’s expense, for a period of two (2) years.
 
●   The executives are not entitled to be indemnified or “grossed-up” for any “golden parachute” excise taxes.  Instead, each executive’s severance payments will be automatically reduced to the extent necessary to avoid the imposition of any such excise taxes.
 
Messrs. Roth and DeBenedittis will be 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. Roth 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, Messrs. Roth and DeBenedittis would be eligible to receive up to ninety (90) days of continued coverage under the Aceto health plan (at active employee rates).
 
In February 2012, the Company entered into an employment agreement with Mr. Guccione. If the Company shall terminate Mr. Guccione’s employment other than for cause pursuant to the employee agreement or Mr. Guccione shall terminate his employment for good reason pursuant to the employment agreement, regardless of whether such termination occurs during or after the term, the Company shall pay Mr. Guccione’s base salary, at the rate then in effect, for the 24 month period following the date of termination, as severance, subject to Mr. Guccione’s execution of a release.
 
In October 2010, effective as of September 8, 2010, the Company entered into an Employment Agreement (the “Agreement”) with Mr. Eilender. The term of the Agreement is two years from the effective date. Mr. Eilender’s employment can be terminated early: (a) upon death or disability; (b) by the Company for “Cause” (as defined in the Agreement); (c) by Mr. Eilender for “Good Reason” (as defined in the  Agreement); or (d) by termination on at least 30 days prior written notice by (i) the Company without Cause, or (ii) Mr. Eilender without Good Reason. If, during the employment period, Aceto terminates Mr. Eilender’s employment without Cause, or Mr. Eilender terminates employment for Good Reason, Aceto would pay Mr. Eilender any base salary, vacation pay, expense reimbursements and other entitlements that are accrued.  Additionally, Aceto would continue to pay to him his base salary for the duration of the employment period and continue to provide benefits to Mr. Eilender at least equal to those which would have been provided to him in accordance with the plans, programs, practices and policies generally applicable to other peer executives, for the duration of the employment period.  If Mr. Eilender commences employment with another employer, or if Mr. Eilender engages in other work for compensation, then Aceto’s obligation to pay the post-termination compensation would be reduced or eliminated to the extent Mr. Eilender receives compensation from the other work.  If Mr. Eilender commences employment with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits to be provided by Aceto would terminate.  In the event following a “Change in Control” of Aceto during the Employment Period: (a) Mr. Eilender is terminated without cause within two years after the occurrence of a Change of Control; (b) Mr. Eilender terminates his employment for Good Reason within two years after the occurrence of a Change of Control; or (c) Aceto or its successor elects to not have the Agreement automatically renew on the first anniversary of the Agreement’s term following the Change of Control, Aceto would pay Mr. Eilender an amount equal to: two times his base salary in effect immediately prior to his termination and  the amount of bonus, if any, paid to Mr. Eilender for the fiscal year preceding the Change in Control. Such payment would be made in a lump sum payable 30 days after the date of termination. Aceto would also continue to permit Mr. Eilender to receive or participate, at Aceto’s expense, in all fringe benefits available to him for a period of two years after the termination of his employment.
 
 
34

 
 
In addition, in December 2010, the Company entered into an employment agreement with Mr. Gold, in connection with the acquisition of Rising. The employment period is through December 2013. If during the employment period the Company terminates Mr. Gold without Cause or Mr. Gold terminates employment for Good Reason, the Company would continue to pay Mr. Gold’s base salary for the duration of the employment period and Mr. Gold would receive benefits in accordance with the plans, programs, practices and policies which are generally applicable to senior executives of Aceto, for the duration of the employment period. In the event that following a “Change in Control”, Mr. Gold would be paid the amount of any bonus paid to him for the fiscal year preceding the Change in Control.  In addition, the Company would continue to pay to Mr. Gold, his base salary for a period of two years following the date of termination. The Company would also continue to permit Mr. Gold to receive or participate at the Company’s expense in all benefits and fringe benefits available to him above for a period of two years after the termination of his employment.
 
The following table shows the estimated amounts that would have been payable to the named executive officers upon the occurrence of the indicated event, had the applicable event occurred on June 30, 2012.  The actual compensation and benefits the executive 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.

 
35

 
 
 
Name
 
Event (1)
 
Salary
($)
 
Bonus
($)
 
Company
Automobile
($)
 
Company
Contributions
to Retirement
Plans ($)
 
Healthcare
and Life
Insurance
Benefits ($)
 
Total ($)
 
 
Albert L.
Eilender
 
Termination without cause
or resignation for good
reason
 
106,413
 
-
 
1,013
 
13,782
 
-
 
121,208
 
                                 
     
Termination without
cause or resignation for
good reason following a
change in control
 
1,251,922
 
385,638
 
11,922
 
162,136
 
-
 
1,811,618
 
                                 
                                 
 
Douglas Roth
 
Termination without cause
or resignation for good
reason
 
203,293
 
-
 
-
 
-
 
3,200
 
206,493
 
                                 
     
Termination without
cause or resignation for
good reason following a
change in control
 
621,836
 
306,354
 
-
 
-
 
25,596
 
953,786
 
                                 
                                 
                                 
 
Salvatore
Guccione
 
Termination without
cause or resignation for
good reason
 
850,000
 
-
 
-
 
-
 
-
 
850,000
 
                                 
     
Termination without
cause or resignation for
good reason following a
change in control
 
850,000
 
419,349
 
-
 
-
 
25,512
 
1,294,861
 
                                 
 
Ronald Gold
 
Termination without
cause or resignation for
good reason
 
637,500
 
-
 
3,239
 
73,782
 
19,032
 
733,553
 
                                 
     
Termination without
cause or resignation for
good reason following a
change in control
 
850,000
 
179,006
 
4,318
 
98,376
 
25,376
 
1,157,076
 
                                 
 
Frank
DeBenedittis
 
Termination without cause
or resignation for good
reason
 
284,144
 
-
 
-
 
-
 
3,172
 
287,316
 
                                 
     
Termination without
cause or resignation for
good reason following a
change in control
 
426,216
 
183,990
 
-
 
-
 
25,376
 
635,582
 
 
(1)       Amounts payable upon termination without cause or resignation for good reason following a change in control set forth above have been determined assuming that the change in control agreements entered into on July 2, 2012 were in effect on June 30, 2012.
 
 
36

 
 
COMPENSATION OF DIRECTORS
The following table documents the compensation of our directors for the fiscal year ended June 30, 2012.
 
   
Fees
                   
   
Earned or
                   
   
Paid in
   
Option
   
Stock Awards
       
Name
 
Cash (1)
   
Awards (2)
    (3)    
Total
 
Robert A. Wiesen
  $ 108,500     $ -     $ 45,002     $ 153,502  
                                 
Hans C. Noetzli
    113,000       -       45,002       158,002  
                                 
William N. Britton
    93,000       -       45,002       138,002  
                                 
Richard P. Randall
    107,000       -       45,002       152,002  
                                 
Natasha Giordano
    53,500       -       45,002       98,502  
 
Directors also receive reimbursement for expenses incurred in connection with meeting attendance.
 
(1)  Includes payments made in fiscal 2012 for attendance at certain meetings held at the end of fiscal 2011 and does not include payments for attendance at certain meetings held at the end of fiscal 2012 for which payments will be made in fiscal 2013. The fiscal 2012 fees for non-employee directors consisted of an annual retainer of $47,500, $11,000 for the lead independent director, $10,000 for audit and risk committee chairman, $7,500 for compensation committee chairman, and $5,000 retainer for nominating and governance chairman. Compensation for each board of directors meeting is $1,500 per meeting. Additionally, independent directors receive an additional $1,500 for each independent director meeting. Compensation for audit & risk, nominating and governance and compensation committees meetings include $2,000 per meeting, $1,000 per meeting and $1,500 per meeting, respectively.  Employees of the Company who are also directors will not receive any separate fees for acting as directors.
 
(2) There were no option grants awarded in fiscal 2012.
 
(3)  Amounts shown in this column reflect the aggregate grant date fair value of restricted stock awards granted during the year computed in accordance with generally accepted accounting principles. Typically the directors receive a grant of restricted stock award in December, following the annual meeting of shareholders. The value of restricted stock awards for fiscal 2012 was pre-determined at a value of $45,000. The restricted stock awards vest over thirteen months.
 
The following is a list of the outstanding options and restricted stock awards held by each director as of June 30, 2012:
 
   
Option Awards
   
Stock Awards
 
Robert A. Wiesen
    48,730       6,934  
Hans C. Noetzli
    58,855       6,934  
William N. Britton
    28,480       6,934  
Richard P. Randall
    -       6,934  
Natasha Giordano
    -       6,934  
 
All such director options were granted at the fair market value determined on the date of grant.
 
 
37

 
 
Compensation Committee Interlocks and Insider Participation
 
None of the independent directors responsible for compensation matters has ever served as officer or employee of the Company or any of our subsidiaries.  During the last fiscal year, none of our senior executives served on the board of directors or committee of any other entity whose officers served either on our board of directors or executive compensation committee. None of the members of the compensation committee had a direct or indirect material interest in any transaction in which the Company was a participant and the amount involved exceeded $120,000.
 
REPORT OF THE AUDIT & RISK COMMITTEE
 
The audit & risk committee acts under a written charter adopted by the audit & risk committee and approved by the board of directors.  The audit & risk committee charter is available on the Company’s corporate website-www.aceto.com.
 
The audit & risk committee is comprised of Richard P. Randall (Chairman), William N. Britton and Hans C. Noetzli.   Each of these directors meets the independence and expertise requirements of the SEC and the NASDAQ Global Select Market.   The audit & risk committee recommends to the Board of Directors the approval of the Company’s independent registered public accounting firm, approves the scope of the audit plan, and reviews and approves the fees of the independent accountants.  The audit & risk committee met regularly with the Company’s independent accountants during the past fiscal year, both with and without management present, to review the scope and results of the audit engagement, the Company’s system of internal controls and procedures, the effectiveness of procedures intended to prevent violations of laws and regulations, and the implementation of internal financial controls required by the Sarbanes-Oxley Act of 2002.  In compliance with the SEC rules regarding auditor independence, and in accordance with the Company’s Audit & Risk Committee Charter, the audit & risk committee reviewed all services performed by BDO USA, LLP for the Company within and outside the scope of the quarterly review and annual auditing functions.
 
The audit & risk committee also:
 
 
Met to discuss the quarterly unaudited and the annual audited financial statements with management and BDO USA, LLP prior to the statements being filed with the SEC;
 
 
Reviewed the Company’s disclosures in the Management’s Discussion and Analysis sections of such filings;
 
 
Reviewed management’s program, schedule, progress and accomplishments for maintaining financial controls and procedures to assure compliance with Section 404 of the Sarbanes-Oxley Act of 2002;
 
 
Reviewed quarterly earnings releases prior to their publication;
 
 
Reviewed and approved in advance in accordance with the Company’s Audit &  Risk Committee Pre-Approval Policy all proposals and fees for any work to be performed by BDO USA, LLP;
 
 
Reviewed and made recommendations to the board of directors to revise the committee’s charter as necessary in order to comply with newly enacted rules and regulations;
 
 
Monitored the Company’s “whistleblower” program under which any complaints are forwarded directly to the Committee, to be reviewed in accordance with an established procedure for all such matters;
 
 
Reviewed the audit, tax and audit-related services the Company had received from BDO USA, LLP and determined that the providing of such services by BDO USA, LLP was compatible with the preservation of their independent status as our independent registered public accounting firm.
 
 
38

 
 
 
Met to discuss with the Company’s senior risk officer, and other members of management responsible for managing risk, as well as other members of the board of directors, areas of specific risk identified by management and/or the Committee.
 
The audit & risk committee also reviewed and discussed the audited financial statements for the fiscal year ended June 30, 2012 with management and discussed with BDO USA, LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended by AICPA Professional Standards, Vol. 1, AU Section 380, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.  In addition, the Committee has discussed various matters with BDO USA, LLP related to the Company’s consolidated financial statements, including critical accounting policies and practices used, alternative treatments for material items that have been discussed with management, and other material written communications between BDO USA, LLP and management. The audit & risk committee also received during the past fiscal year the written disclosures and the letter from BDO USA, LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding BDO USA, LLP’s communications with the audit & risk committee concerning independence and has discussed with BDO USA, LLP their independence.  Based on the review and discussions referred to in this paragraph, the audit & risk committee recommended to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the last fiscal year for filing with the SEC.
 
Respectfully submitted by the members of the audit & risk committee.
 
Richard P. Randall (Chairman)
William N. Britton
Hans C. Noetzli
 
 
39

 
 
Security Ownership of Certain Beneficial Owners and Management
 
The following table sets forth, as of October 9, 2012, the number and percentage of shares of the Company’s outstanding common stock owned by each named executive officer, each director and each person that, to the best of the Company’s knowledge, owns more than 5% of the Company’s issued and outstanding common stock, and all executive officers and directors as a group.  Unless indicated otherwise, the information in the table is as of October 9, 2012 and the business address of each person is c/o Aceto Corporation, 4 Tri Harbor Court, Port Washington, New York 11050.
 
   
Number of Shares
                   
   
Beneficially
                   
   
Owned (excluding
   
Exercisable Stock
             
   
stock options and
   
Options and
             
   
restricted stock
   
Restricted Stock
   
Total Beneficial
       
Name and Address of Beneficial Owner
 
units) (1)
   
Units(2)
   
Ownership
   
Percent(3)
 
                         
Albert L. Eilender
    115,731       73,729       189,460        
Douglas Roth
    67,009       64,332       131,341         *
Salvatore Guccione
    55,359       25,167       80,526         *
Ronald Gold
    848,500       1,999       850,499       3.1 %
Frank DeBenedittis
    58,881       67,332       126,213        
Robert A. Wiesen
    11,863       48,730       60,593         *
Hans C. Noetzli
    42,344       48,730       91,074         *
William N. Britton
    31,319       28,480       59,799         *
Richard P. Randall
    23,792       -       23,792         *
Natasha Giordano
    6,934       -       6,934         *
                                 
Dimensional Fund Advisors LP (4)
    2,050,379       -       2,050,379       7.5 %
6300 Bee Cave Road
                               
Austin, TX 78746
                               
                                 
DePrince, Race & Zollo, Inc. (4)
    1,897,619       -       1,897,619       7.0 %
250 Park Avenue South
                               
Winter Park, FL 32789
                               
                                 
BlackRock Inc. (4)
    1,533,871       -       1,533,871       5.6 %
40 East 52nd Street
                               
New York, NY 10022
                               
                                 
All executive officers and directors as a
    1,569,116       474,659       2,043,775       7.4 %
group (19 persons)
                               
 

* Less than 1%.
 
 
(1)
Unless otherwise indicated, each person has, or shares with his spouse, sole voting and dispositive power over the shares shown as owned by him.
 
 
(2)
For purposes of the table, a person is deemed to have “beneficial ownership” of any shares which such person has the right to acquire within 60 days after the record date.  Any share which such person has the right to acquire within those 60 days is deemed to be outstanding for the purpose of computing the percentage ownership of such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
 
 
(3)
Based on 27,163,984 shares issued and outstanding as of the record date.
 
 
(4)
Based on information filed on Schedule 13G with the Securities and Exchange Commission as of June 30, 2012.
 
 
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Robert A. Wiesen, a director of the Company, is a partner in Clifton, Budd & DeMaria (“Clifton Budd”), a law firm which served as labor and employment counsel to the Company. During fiscal 2012, the Company paid approximately $3,000 to Clifton Budd for legal services rendered to the Company. The Company has not utilized the legal services of Clifton Budd & DeMaria, LLP since July 2011 and it will not do so in the future.
 
The Company has purchased inventory and incurred product development costs from Mirror Pharmaceuticals LLC, which is partially owned by Ronald Gold and David Rosen. In addition, Aceto incurred product development costs from an affiliate of Mirror Pharmaceuticals LLC. Payments to these two related companies approximated $3,082,000 and $1,326,000 in fiscals 2012 and 2011, respectively.
 
Pursuant to its charter, the Company’s Audit & Risk Committee shall review on an on-going basis for potential conflicts of interest, and approve if appropriate, all “Related Party Transactions” of the Company as required by the applicable NASDAQ listing rule. For purposes of the audit & risk committee charter, “Related Party Transactions” shall mean those transactions required to be disclosed pursuant to SEC Regulation S-K, Item 404.
 
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE SEVEN NOMINEES FOR DIRECTOR (PROPOSAL ONE).
 
PROPOSAL TWO
 
ADVISORY VOTE ON EXECUTIVE COMPENSATION
 
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules.
 
As previously described in detail in the “Compensation Discussion and Analysis”, our executive compensation programs are designed to attract, retain, and motivate superior executive talent and to align their interests with those of our shareholders and support our growth and profitability. Please see the “Compensation Discussion and Analysis” beginning on page 21 and the Executive Compensation  disclosure beginning on page 28 for additional details about our executive compensation programs and information about the fiscal year 2012 compensation of our named executive officers.
 
We are asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement.  This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers.  This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.  The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. Our Board of Directors and our Compensation Committee value the opinions of our shareholders and, to the extent there is any significant vote against the named executive officer compensation as disclosed in the proxy statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
 
 
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THE BOARD RECOMMENDS THAT YOU APPROVE, ON  A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY’S PROXY STATEMENT FOR THE 2012 ANNUAL MEETING OF SHAREHOLDERS PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES AND ANY RELATED MATERIAL DISCLOSED IN THIS PROXY STATEMENT.
 
PROPOSAL THREE
 
APPROVAL OF THE EXECUTIVE PERFORMANCE AWARD PLAN
 
Our board of directors has adopted the Aceto Corporation Executive Performance Award Plan (the “Plan”), subject to approval by the Company’s shareholders, in order to provide for the payment of performance-based incentive awards to certain of our executive officers.  Your approval is being requested so that certain bonus awards under the Plan will be exempt (“Exempt Awards”) from the deduction limitation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).  Section 162(m) of the Code limits the amount of compensation that may be deducted by the Company in any taxable year with respect to “covered employees” (i.e., our Chief Executive Officer and three highest compensated officers other than the Chief Executive Officer or the Chief Financial Officer) to $1 million per person.  However, certain performance-based compensation, such as amounts paid pursuant to Exempt Awards, should not be subject to this deduction limitation if shareholder approval is obtained.
 
The following statements include summaries of certain provisions of the Plan.  The statements do not purport to be complete and are qualified in their entirety by reference to the provisions of the Plan, which is included in this proxy statement as Appendix A.
 
Description of the Plan
 
Administration
 
The Plan will be administered by our compensation committee, which is composed of “outside directors” as defined under Section 162(m) of the Code.  The compensation committee has authority to interpret the Plan and awards thereunder, to determine eligibility for awards, to determine the performance goals and other terms and conditions applicable to any award, and to take all actions necessary or appropriate in administering the Plan.  Any interpretation or decision by the compensation committee with respect to the Plan or any award will be final and conclusive as to all parties.
 
Eligibility
 
Executive officers of the Company or any of its subsidiaries are eligible to participate in the Plan.  The compensation committee will select, from among those eligible, the persons who will from time to time participate in the Plan.
 
Award Terms
 
Awards under the Plan represent the opportunity for a participant to receive performance-based incentive compensation with respect to a specified performance period consisting of the Company’s fiscal year (or such other period as the compensation committee may determine), but only if all conditions to payment have been satisfied.  For each award, the compensation committee will establish a performance goal or goals; provisions specifying when adjustments to the performance goal or goals will be made; the amount or range of amounts potentially payable under the award; and any other award terms and conditions that the compensation committee deems appropriate, subject in each case to the terms of the Plan.  For Exempt Awards, the compensation committee will establish in writing the performance goal or goals and other applicable terms of the awards not later than the 90th day of the performance period or, if earlier, the last day of the period constituting the first quarter of the performance period.
 
 
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Performance Goals and Performance Criteria
 
For purposes of the Plan, a performance goal is a specified target or objective, other than the mere continuation of employment or the mere passage of time, the satisfaction of which is a condition to a participant’s receipt of payment with respect to an award.  A performance goal need not be based upon an increase, a positive or improved result or avoidance of loss.  The payment of each Exempt Award shall be conditioned upon the attainment of one or more performance goals that (i) state, in terms of an objective formula or standard, the amount of bonus payable to a participant if the performance goal is obtained, and (ii) is based upon one or more of the following business criteria (which may be determined for these purposes by reference to the Company as a whole, any of the Company’s subsidiaries, operating divisions, regional business units or other operating units, or any combination thereof):
 
profit before taxes
● total shareholder return                                                                                                                                                                                     
● gross revenue                                                                                                                              
● net income
● EBITDA
● cash flow
● return on equity                                                                                                                   
● cost reductions and savings                                                                
● stock price
                ● market share
                ● net revenue
                ● pre-tax income
                ● operating income
                ● earnings per share
                ● return on invested capital or assets
                ● return on revenues or productivity 
 
Adjustments
 
For Exempt Awards, the compensation committee may provide that, upon the future occurrence of one or more specified objectively defined events that do not depend on the unilateral exercise of discretion by the Company, the performance goals or the measurement thereof will be adjusted in an objective manner, subject to certain limitations.  For other awards, the compensation committee may adjust a performance goals or the measurement thereof in any manner it deems to be appropriate to carry out the purposes of the Plan.
 
Certification; Determination of Amount of Awards
 
No participant shall receive any payment under the Plan for a performance period unless the compensation committee has certified, by resolution or other appropriate action in writing, that the applicable performance goal or goals and all other material award terms were in fact satisfied.  Following such certification, the Committee will then determine the actual payment, if any, under each award.  The actual payment under an Exempt Award may be less than (but in no event more than) the amount indicated by the certified level of achievement under the Exempt Award.  The actual payment under any other award may be more or less than the amount indicated by the level of achievement under the award.
 
Payment of Awards
 
The amount payable pursuant to each award will be paid to the participant in a single lump cash payment not more than 2 ½ months following the end of the Company’s fiscal year in which the performance period ends.  However, subject to any requirements the compensation committee may impose, a participant may be entitled to defer receipt, under the terms and conditions of any applicable deferred compensation plan of the Company, of the payment all or a portion of any award otherwise due under the Plan.  In addition, in lieu of cash, the compensation committee may settle all or a portion of an award payable to a participant with equity-based awards pursuant to the 2010 Equity Participation Plan, as amended and restated, which equity-based awards shall be subject to such terms and conditions (including vesting requirements) as the compensation committee may determine.
 
 
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Payment Limit
 
The maximum amount payable to any person in any fiscal year of the Company under Exempt Awards will be $1.5 million.
 
Termination of Employment
 
If a participant’s employment is terminated during a performance period due to death, “disability” (as defined in the Plan) or involuntary discharge (other than for “cause,” as defined in the Plan), the participant shall be entitled to a prorated portion of the cash bonus award he or she would otherwise have received, based on the number of full or partial months that the participant was employed by the Company or its subsidiaries during the performance period, unless otherwise determined by the compensation committee.  The award shall be paid at the same time payment would have otherwise been made with respect to such award had such termination not occurred.
 
Recoupment of Awards
 
Each award paid or payable under the Plan shall for a period of  two years (or such longer period as the compensation committee may determine in its discretion) be subject, to forfeiture, cancelation and/or repayment to the Company if: (i) the payment of such award (or portion thereof) was predicated upon the achievement of certain financial results or other performance criteria; (ii) in the compensation committee’s view, the participant either benefited from a calculation that later proves to be materially inaccurate, or engaged in one or more material acts of fraud or misconduct that caused or partially caused the need for a financial restatement by the Company; and (iii) in the compensation committee’s view, a lesser payment (or no payment) of such award would have occurred based on a correct calculation or upon restated financial results or other performance criteria.
 
In addition, any amounts paid under the Plan shall be subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company or as is otherwise required by applicable law or stock exchange listing conditions.
 
Amendment and Termination
 
The board of directors may amend or terminate the Plan at any time, subject to approval by the Company’s shareholders of any such amendment to the extent required by Section 162(m) of the Code.
 
Plan Benefits
 
Due to the performance-based nature of awards under the Plan and the discretion of the compensation committee to adjust awards, the benefits or amounts that will be received by or allocated to eligible persons under the Plan is not presently determinable.
 
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE EXECUTIVE PERFORMANCE AWARD PLAN.
 
 
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PROPOSAL FOUR
 
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF ACETO CORPORATION’S 2010 EQUITY PARTICIPATION PLAN
 
General
 
Our board of directors has proposed amending and restating the Aceto Corporation 2010 Equity Participation Plan (the “2010 Plan”), and directed that the amended and restated 2010 Plan be submitted to the shareholders for approval at the annual meeting.
 
The following statements include summaries of the substantive changes reflected in the amended and restated 2010 Plan and certain other features of the amended and restated 2010 Plan.  The statements do not purport to be complete and are qualified in their entirety by reference to the provisions of the 2010 Plan, as proposed to be amended and restated, which is included in this proxy statement as Appendix B.
 
Proposed Changes
 
There are two substantive changes reflected in the amendment and restatement: (1) increasing the number of shares available for issuance pursuant to awards under the 2010 Plan by 3,250,000 shares; and (2) extending the term of the 2010 Plan to September 5, 2022. Additional changes are described below.
 
● Increase in Shares.  The number of shares reserved for issuance under the 2010 Plan is 2,000,000.  As of September 6, 2012, the number of shares available for issuance under future awards under the 2010 Plan approximated 60,000 shares.  Our board of directors believes the number of shares available for issuance should be increased by 3,250,000 shares.  The increase represents approximately 12% of the total number of outstanding shares of common stock on September 6, 2012.  We expect that the increase will be sufficient to allow us to continue our current stock-based incentive compensation programs through fiscal 2016.  As stated above and in the “COMPENSATION DISCUSSION AND ANALYSIS” section of this proxy statement, we use stock-based incentive compensation as a key component of our pay-for-performance philosophy.
 
● Extension.  By its terms, the 2010 Plan will expire on October 11, 2020.  Our board of directors believes the expiration date should be extended to September 5, 2022 so that the Company may continue granting awards under the 2010 Plan until the tenth anniversary of the board’s approval of the amendment and restatement of the 2010 Plan.
 
Other Changes
 
There are a number of non-substantive changes in the amended and restated 2010 Plan. These include:
 
● clarifying (i) the treatment of outstanding awards upon a grantee’s termination of employment or other service and (ii) the terms and conditions to which Restricted Stock Unit awards are subject;
 
● adding two business criteria (i.e., total shareholder return and EBITDA) that may be used in performance goals; and
 
● adding provisions intended to promote compliance with legal requirements, including Section 10D of the Exchange Act which requires forfeiture or recovery of compensation in certain circumstances and Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
 
 
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Purpose
 
The purpose of the 2010 Plan is to advance the interests of the Company by inducing individuals or entities of outstanding ability and potential to join and remain with, or provide consulting or advisory services to, the Company, or a parent or subsidiary of the Company, by encouraging and enabling eligible employees, non-employee directors, consultants and advisors to acquire proprietary interests in the Company and by providing those employees, non-employee directors, consultants and advisors with an additional incentive to promote the success of the Company.
 
Shares Subject to the Plan
 
The maximum number of shares of common stock that may be issued pursuant to Stock Awards granted under the 2010 Plan shall not exceed, in the aggregate, 2,000,000 shares, which number will be increased by an additional 3,250,000 shares if this Proposal is approved by the Company’s shareholders.  The closing price of our common stock as reported by the Nasdaq Global Select Market on October 9, 2012 was $9.08.
 
Shares of common stock that are subject to options or stock appreciation rights shall be counted against the overall limit as one share for every share granted.  Shares of common stock that are subject to Stock Awards other than options or stock appreciation rights shall be counted against the overall limit as 2.5 shares for every share granted.
 
During any one calendar year, no grantee who is an employee shall be granted:

Stock options to purchase more than 300,000 shares.
  
Stock appreciation rights entitling the grantee-employee to appreciation with respect to more than 300,000 shares.

Performance-based Stock Awards of any kind with respect to more than 300,000 shares.
 
The compensation committee may appropriately adjust the above individual maximum share limitations, the aggregate number of shares of common stock available for grant of Stock Awards and the exercise price of a Stock Award to reflect changes in the Company’s capital structure or business by reason of certain corporate transactions or events, such as, among other things, a reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, reverse split, stock dividend or the like.
 
Administration
 
The 2010 Plan is administered by our compensation committee.  Subject to certain limitations, as set forth in the 2010 Plan, the compensation committee has the authority to determine the employees and non-employee directors of, and the consultants and advisors to, the Company, and any parent and subsidiary corporations, to whom Stock Awards shall be granted, as well as the number of shares to be covered by each Stock Award grant.  Except as specifically provided in the 2010 Plan, the interpretation and construction by the compensation committee of any provision of the 2010 Plan or of any Stock Award shall be final and conclusive.  The receipt of a Stock Award by any member of the compensation committee shall not preclude his vote on any matters in connection with the administration or interpretation of the 2010 Plan.
 
Eligibility
 
Subject to certain limitations, as set forth in the 2010 Plan, Stock Awards may be granted under the 2010 Plan to individuals and entities who, in the case of incentive stock options, are employees of either the Company or a parent or subsidiary of the Company, or, in the case of all other Stock Awards, are employees and non-employee directors of, and consultants and advisors to, either the Company or any parent or subsidiary corporation of the Company.
 
 
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Options
 
Nature of Options
 
The compensation committee may grant options under the 2010 Plan that are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code and it may grant nonstatutory stock options that are not intended to so qualify, to eligible persons under the 2010 Plan.
 
Option Price
 
The option price of the shares subject to an incentive or nonstatutory stock option may not be less than the fair market value (as defined in the 2010 Plan) of the Company’s common stock on the date upon which such option is granted; provided, however, that if an incentive stock option is granted to an individual who owns, at the time the option is granted, more than 10% of the total combined voting power of all classes of stock of the Company, or of a parent or subsidiary of the Company, the option price of the shares subject to that option must be at least 110% of the fair market value of the Company’s common stock on the date upon which that option is granted.
 
Exercise of Options
 
Incentive and nonstatutory stock options granted under the 2010 Plan shall be exercised by the delivery by the holder thereof to a plan administrator designated by the Company or, if no plan administrator is so designated, to the Company’s Secretary at the Company’s principal office, of written notice of the number of shares with respect to which the incentive or nonstatutory option is being exercised.  Such notice must be accompanied, or followed within five days, by payment of the full option price of such shares, which payment must be made by the holder’s delivery of a check in such amount payable to the order of the Company, or previously acquired common stock of the Company, the fair market value of which shall be determined as of the date of exercise.  Alternatively, if provided in the Stock Award agreement relating to the option, the holder may elect to have the Company reduce the number of shares issuable upon the exercise of the option by a number of shares having a fair market value equal to the amount of the aggregate exercise price of the options that are exercised.
 
Duration of Options
 
No incentive or nonstatutory stock option granted under the 2010 Plan shall be exercisable after the expiration of ten years from the date of its grant; provided, however, if an incentive stock option is granted to a 10% shareholder, the option shall not be exercisable after the expiration of five years from the date of its grant.
 
Non-Transferability
 
Incentive and nonstatutory stock options granted under the 2010 Plan are not transferable other than by will or by the laws of descent and distribution, and such options are exercisable, during a holder’s lifetime, only by the grantee; provided, however, that a nonstatutory stock option may, upon the approval of the compensation committee, be transferred in whole or in part during a grantee’s lifetime to certain family members of a grantee through a gift or domestic relations order.
 
Death, Disability or Termination of Employment or Services
 
Subject to certain limitations as set forth in the Plan and unless otherwise provided in a grantee’s award agreement:
 
●           in the event a grantee’s services are involuntarily terminated by the Company, or voluntarily terminated by the grantee other than due to retirement or permanent disability, while such grantee holds incentive or nonstatutory stock options, all unvested options held by the grantee shall expire immediately upon such termination of service;
 
●           if grantee’s services are terminated due to retirement or permanent disability, or if a grantee dies prior to termination of service, while such grantee holds unvested incentive or nonstatutory stock options, the unvested options shall continue to vest for the period ending upon the earlier of their stated vesting date(s) or the date occurring one year after the date of such termination of service or the grantee’s death, as the case may be;
 
 
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●           if a grantee, while holding exercisable incentive or nonstatutory stock options, dies prior to termination of service, then the exercisable options held by the grantee shall be exercisable by the executor or administrator of the grantee’s estate or by the person(s) to whom the deceased grantee’s rights under those options shall have passed by will or by the laws of descent or distribution, until the earlier of their stated expiration date(s) or the date occurring one year after the date of the grantee’s death;
 
●           if a grantee, while holding exercisable incentive or nonstatutory stock options, incurs a termination of service because of permanent disability, then the exercisable options held by the grantee shall be exercisable by the grantee until the earlier of their stated expiration date(s) or the date occurring one year after the date of such termination of service;
 
●           if a grantee, while holding exercisable incentive or nonstatutory stock options, incurs a termination of service because of retirement, then the exercisable options held by the grantee shall be exercisable by the grantee until the earlier of their stated expiration date(s) or the date occurring three years after the date of such termination of service;
 
●           if a grantee, while holding exercisable incentive or nonstatutory options, incurs a termination of service because of a voluntary resignation other than retirement or permanent disability, then the exercisable options held by the grantee shall be exercisable by the grantee until the earlier of their stated expiration date(s) or the date occurring 90 days after such termination of service;
 
●           if a grantee, while holding exercisable incentive or nonstatutory stock options, incurs a termination of service because of an involuntary termination, then the exercisable options held by the grantee shall be exercisable by the grantee until the earlier of their stated expiration date(s) or 30 days after the date of such termination of service.
 
Stock Appreciation Rights
 
The compensation committee may grant stock appreciation rights (or “SARs”) to eligible persons under the 2010 Plan.  A SAR entitles the grantee to exercise the SAR, in whole or in part, in exchange for a payment of shares of the Company’s common stock, cash or a combination thereof, as determined by the compensation committee, equal in value to the excess of the fair market value of the shares of the Company’s common stock underlying the SAR, determined on the date of exercise, over the fair market value of the Company’s common stock underlying the SAR on the date of grant.
 
No SAR granted under the 2010 Plan shall be exercisable after the expiration of ten years from the date of its grant.
 
SARs that are unvested, or vested but unexercised, at the time of death, disability or termination of employment or services, will be treated in the same manner as options upon the occurrence of those events, as described above.
 
Restricted Stock and Restricted Stock Units
 
The compensation committee may grant restricted stock and restricted stock units to eligible persons under the 2010 Plan.  A restricted stock award is an award of shares of the Company’s common stock that is subject to certain conditions on vesting and to certain restrictions on transferability.  A restricted stock unit entitles the grantee to receive one share of the Company’s common stock, cash equal to the fair market value of a share of the Company’s common stock on the date of vesting, or a combination thereof.
 
Grants of restricted stock and restricted stock units shall vest as determined by the compensation committee.  Subject to certain limitations as set forth in the Plan, in the event a grantee incurs a termination of service because of involuntary termination by the Company, or voluntary termination by the grantee other than retirement or permanent disability, while such grantee holds restricted stock or restricted stock units, all unvested restricted stock or restricted stock units held by such grantee shall forfeit to the Company immediately upon such termination of service.  If a grantee incurs a termination of service due to retirement or permanent disability, or if a grantee dies prior to termination of service, while such grantee holds unvested restricted stock or restricted stock units, such unvested restricted stock or restricted stock units shall, if not performance-based, vest immediately, or, if performance-based, continue to vest for the period ending upon the earlier of their stated vesting date(s) or the date occurring one year after the date of such termination of service or the grantee’s death, as the case may be.
 
 
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In determining the vesting requirements with respect to a grant of restricted stock or restricted stock units, the compensation committee may impose such restrictions on any shares granted as it may deem advisable, including restrictions relating to length of service, corporate performance, attainment of group performance goals, federal or state securities laws, and Section 162(m) of the Code.
 
During the period that the restricted stock are unvested, the grantee will be the record owner of the restricted stock and shall be entitled to receive all dividends and other distributions paid with respect to those awards while they are restricted.  However, if any dividends or distributions are paid in shares of Company stock or other property during the period of restriction, the shares and/or other property deliverable shall be held by the Company or third party custodian or trustee and will be subject to the same restrictions as the restricted stock or restricted stock units with respect to which they were issued.
 
For cash dividends paid on or before June 12, 2012, additional restricted stock units were awarded to each grantee with respect to his or her then outstanding restricted stock units equal in value to the number of restricted stock units outstanding multiplied by the per share dividend amount over the fair market value of the common stock on such date (subject to the same terms and conditions as the corresponding restricted stock units), and (ii) for cash dividends paid after June 12, 2012, the Company shall accrue on its books on behalf of each grantee an amount in cash equal to the number of then outstanding restricted stock units he or she has multiplied by the per share dividend amount (which amount will be subject to the same terms and conditions and will be paid (without interest) on the same dates as the corresponding restricted stock units).
 
No shares granted pursuant to a grant of restricted stock may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until, and only to the extent that, such shares are vested.