ex10.htm


    


    EXHIBIT
      10.1

    


    


    FORM
      OF SEVERANCE AGREEMENT

    


               THIS
      AGREEMENT, dated ___________   is made by and between
AngioDynamics,
      Inc., a Delaware corporation (the "Company"), and _____________ (the
      "Executive").

    


               WHEREAS,
      the Company considers it essential to the best interests of its shareholders
      to
      foster the continued employment of key management personnel; and

    


               WHEREAS,
      the Board recognizes that, as is the case with many publicly held corporations,
      the possibility of a Change in Control exists and that such possibility, and
      the
      uncertainty and questions which it may raise among management, may result in
      the
      departure or distraction of management personnel to the detriment of the Company
      and its shareholders; and

    


               WHEREAS,
      the Board has determined that appropriate steps should be taken to reinforce
      and
      encourage the continued attention and dedication of members of the Company's
      management, including the Executive, to their assigned duties without
      distraction in the face of potentially disturbing circumstances arising from
      the
      possibility of a Change in Control;

    


               NOW,
      THEREFORE, in consideration of the premises and the mutual covenants herein
      contained, the Company and the Executive hereby agree as follows:

    


               1.           Defined
      Terms. The definitions of capitalized terms used in this Agreement are
      provided in the last Section hereof.

    


               2.           Term
      of Agreement. The Term of this Agreement shall commence on the date hereof
      and shall continue in effect through December 31, 2008; provided, however,
      that
      effective January 1, 2009 and each January 1 thereafter, the Term that is then
      in effect shall automatically be extended for one additional year unless the
      Company has given notice before the January 1 in question that the Term that
      is
      in effect at the time such notice is given will not be extended; and further
      provided, however, that if a Change in Control occurs during the Term, the
      Term
      shall expire no earlier than twelve (12) calendar months after the calendar
      month in which such Change in Control occurs. Notwithstanding the foregoing,
      this Agreement shall terminate if the Executive ceases to be an employee of
      the
      Company and its subsidiaries for any reason prior to a Change in Control.  However,
      anything in this
      Agreement (including the preceding sentence) to the contrary notwithstanding,
      if
      a Change in Control occurs and if, within three months prior to the date on
      which such Change in Control occurs, the Executive's employment with the Company
      is terminated by the Company without Cause or an event occurs that would, if
      it
      took place after the Change in Control, constitute Good Reason for termination
      of employment by the Executive, and if it is reasonably demonstrated by the
      Executive that 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    such
      termination of employment by the Company or event constituting Good Reason
      for
      termination of employment by the Executive (a) was undertaken at the request
      of
      a third party who has taken steps reasonably calculated to effect the Change
      in
      Control, or (b) otherwise arose in connection with or in anticipation of the
      Change in Control, then for purposes of this Agreement such termination of
      employment by the Company without Cause or event constituting Good Reason shall
      be deemed to occur during the 12 month period following the Change in Control
      and, if the Executive terminates his employment for such Good Reason before
      the
      Change in Control, such termination of employment by the Executive shall
      likewise be deemed to occur during the 12 month period following the Change
      in
      Control. 

     

               3.           Company's
      Covenants Summarized. In order to induce the Executive
      to remain in the employ of the Company and in consideration of the Executive's
      covenants set forth in Section 4 hereof, the Company agrees, under the
      conditions described herein, to pay the Executive the Severance Payments
      and

    the
      other payments and benefits described herein. Except as provided in Section
      2,
      Section 6.3, Section 9.1 or Section 14.2 hereof, no amounts shall be payable
      under this Agreement unless the Executive's employment with the Company
      terminates following a Change in Control and during the Term. This Agreement
      shall not be construed as creating an express or implied contract of employment
      enforceable against the Company nor, except as provided in Section 4 below,
      enforceable against the Executive, and, except as otherwise agreed in writing
      between the Executive and the Company, the Executive shall not have any right
      to
      be retained in the employ of the Company.

    


               4.           The
      Executive's Covenants. The Executive agrees to remain in the employ of the
      Company, subject to the terms and conditions of this Agreement, if a Potential
      Change in Control occurs during the Term and the Executive is then in the employ
      of the Company, until the earliest of (a) the date which is six (6) months
      from
      the date of such Potential Change in Control, (b) the date of a Change in
      Control, (c) the date of termination by the Executive of the Executive's
      employment for Good Reason or by reason of death, Disability or Retirement,
      or
      (d) the termination by the Company of the Executive's employment for any reason;
      provided that Executive’s agreement to remain in the employ of the Company shall
      be subject to the condition that no adverse change occurs after the Potential
      Change in Control in his title, duties, responsibilities, authority, reporting
      relationships, compensation, benefits or indemnification rights.

    


               5.           Certain
      Compensation Other Than Severance Payments.

     

               5.1         If
      the Executive's employment shall be terminated for any reason following a Change
      in Control and during the Term, the Company shall pay the Executive his full
      salary through the date of termination at the rate in effect immediately prior
      to the date of termination or, if higher, the rate in effect immediately prior
      to the first occurrence of an event or circumstance constituting Good Reason,
      together with all compensation and benefits payable to the Executive through
      the
      date of termination under the terms of the Company's compensation and benefit
      plans, programs and arrangements as in effect immediately prior to the date
      of
      termination or, if more favorable to the Executive, as in effect immediately
      prior to the first occurrence of an event or circumstance constituting Good
      Reason.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

               5.2         Subject
      to Section 6.1 hereof, if the Executive's employment shall be terminated for
      any
      reason following a Change in Control and during the Term, the Company shall
      pay
      to the Executive the Executive's normal post-termination compensation and
      benefits as such payments become due. Any such post-termination compensation
      and
      benefits shall be determined under, and paid in accordance with, the Company's
      retirement, insurance and other compensation and benefit plans, programs and
      arrangements as in effect immediately prior to the date of termination or,
      if
      more favorable to the Executive, as in effect immediately prior to the
      occurrence of the first event or circumstance constituting Good
      Reason.

     

              
      6.           Severance
      Payments; Excise Tax.

    


               6.1         Subject
      to Section 6.2 and Section 6.3 hereof, if the Executive's employment is
      terminated following a Change in Control and during the Term either by the
      Company or by the Executive, other than (a) by the Company for Cause, (b) by
      reason of death or Disability, or (c) by the  Executive without Good
      Reason, (any such employment termination being hereafter sometimes referred
      to
      as a "Compensable Termination"), then the Company shall pay the Executive
      the amounts, and provide the Executive the benefits, described in this Section
      6.1 ("Severance Payments"), in addition to any payments and benefits to
      which the Executive is entitled under Sections 5 and 6.3 hereof. Notwithstanding
      the foregoing, the Executive shall not be eligible to receive any payment or
      benefit provided for in this Section 6.1 unless the Executive shall have
      executed a release substantially in the form of Exhibit A hereto effective
      as of
      the date of the Compensable Termination or a date subsequent thereto and shall
      not have revoked said release.  The Severance Payments are in lieu of
      any severance benefits that would otherwise be payable or provided pursuant
      to
      any severance plan or practice of the Company.

     

    (i)           The
      Company shall pay the Executive, at the time provided in Section 6.2 below,
      his
      annual bonus for the fiscal year of the Company preceding the fiscal year of
      the
      Company in which the Compensable Termination occurs, if unpaid at the time
      of
      the Compensable Termination, the amount of such bonus to be determined by the
      Compensation Committee of the Board on a basis no less favorable to the
      Executive than its bonus determinations with respect to the Executive prior
      to
      the Change in Control, unless the Committee made no bonus determinations with
      respect to the Executive before the Change in Control, in which case on a basis
      no less favorable to the Executive than its bonus determinations with respect
      to
      other executives of comparable rank before the Change in Control.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)           The
      Company shall pay the Executive, at the time provided in Section 6.2 below,
      a
      prorated annual bonus for the fiscal year of the Company in which the
      Compensable Termination occurs, such prorated bonus to be determined by
      multiplying the “Applicable Average Bonus” as defined below in this subsection
      (ii) by a fraction the numerator of which shall be the number of days
      elapsed in such fiscal year through (and including) the date on which the
      Compensable Termination occurs and the denominator of which shall be the number
      365.  For purposes of this Agreement, the “Applicable Average
      Bonus” means the higher of (A) the average of all annual bonuses (including
      any deferred bonuses) awarded to the Executive during the 36 months immediately
      preceding the Compensable Termination or, if the Executive was employed by
      the
      Company for less than 36 months before the Compensable Termination, during
      the
      period of his employment by the Company prior to the Compensable Termination
      (annualizing any bonus awarded for less than a full year of employment), or
      (B)
      the average of all annual bonuses (including any deferred bonuses) awarded
      to
      the Executive during the three fiscal years of the Company that precede the
      fiscal year in which the Compensable Termination occurs or during the portion
      of
      such three fiscal years in which he was employed by the Company (annualizing
      any
      bonus awarded for less than a full year of employment), or (C) the average
      of
      all annual bonuses (including any deferred bonuses) awarded to the Executive
      during the 36 months preceding the date on which the Change in Control occurred
      or during the portion of such 36 month period in which he was employed by the
      Company (annualizing any bonus awarded for less than a full year of
      employment).

    


    (iii)           The
      Company shall pay the Executive, at the time provided in Section 6.2 below,
      a
      lump sum cash payment equal to ____ (_) times the Executive's annual base salary
      at the rate in effect immediately prior to the Compensable Termination or,
      if
      higher, in effect immediately prior to the first occurrence of an event or
      circumstance constituting Good Reason (“Base Salary”).

     

    (iv)           The
      Company will pay the Executive for all earned but unused vacation leave at
      the
      time of the Compensable Termination.

     

    (v)           At
      the time provided in Section 6.2 below, the Company shall, in accordance with
      the Company’s automobile policy for officers as in effect on the date of this
      Agreement (the “Auto Policy”), (A) transfer title to the Executive's
      Company-provided automobile to the Executive at the Company’s expense, or (B) if
      the Company leases rather than owns such automobile, purchase such automobile
      and transfer title to such automobile to the Executive at the Company's expense,
      or (C) if the Executive is receiving a car allowance in lieu of being provided
      with a Company-owned or Company-leased automobile, pay the Executive the book
      value of the automobile for which the allowance is paid, up to the amount
      provided in the Auto Policy.

     

              
      6.2           All
      payments to be made pursuant to subsection (i), (ii), (iii), and (v) of
      Section 6.1 above shall be made within thirty (30) calendar days
      after the date on which a Separation from Service occurs coincident with or
      following, or within 30 days before, the date on which the Compensable
      Termination occurs (the “Separation from Service Date”) unless
      on  the Separation from Service Date the Executive is a Specified
      Employee, in which case such payments shall be made six months and one day
      after
      the Separation from Service Date (or, if earlier, the date of the Executive’s
      death).  For purposes of the preceding sentence, a Specified Employee
      means a “specified employee”  who is subject to the special rule set
      forth in subsection (a)(2)(B)(i) of section 409A of the Code and the regulations
      thereunder (including, without limitation, Proposed Treasury Regulation section
      1.409A-1(i)) with respect to such payments.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

              
      6.3          (A)           Notwithstanding
      any provision of this Agreement to the contrary, in the event that any payment
      or benefit received or to be received by the Executive in connection with a
      Change in Control or the termination of the Executive's employment (whether
      pursuant to the terms of this Agreement or any other plan, arrangement or
      agreement with the Company, any Person whose actions result in a Change in
      Control or any Person affiliated with the Company or such Person) (all such
      payments and benefits, including the Severance Payments but excluding any
      payment to be made pursuant to this subsection 6.3(A), being hereinafter called
      "Total Payments") would be subject (in whole or part) to the Excise Tax,
      then the cash Severance Payments shall first be reduced, and the other payments
      and benefits hereunder shall thereafter be reduced, to the extent necessary
      so
      that no portion of the Total Payments will be subject to the Excise Tax, but
      only if (i) is greater than or equal to (ii), where (i) equals the reduced
      amount of such Total Payments minus the aggregate amount of federal, state
      and
      local income taxes on such reduced Total Payments and (ii) equals the unreduced
      amount of such Total Payments minus the sum of (a) the aggregate amount of
      federal, state and local income taxes on such Total Payments and (b) the amount
      of Excise Tax to which the Executive would be subject in respect of such
      unreduced Total Payments; provided, however, that the Executive may elect to
      have the other payments and benefits hereunder reduced (or eliminated) prior
      to
      any reduction of the cash Severance Payments. However, if the Executive would
      realize at least $50,000 more after taxes from the Total Payments if the Company
      were to “gross up” the Excise Tax on the Total Payments rather than apply the
      preceding sentence, then the preceding sentence shall be disregarded and the
      Company shall instead pay the Executive an amount of money that would be
      sufficient to pay the Excise Tax on the Total Payments. Whether the Executive
      would realize at least $50,000 more after taxes if he were grossed up, and
      the
      amount of the gross up to be paid, shall be determined by assuming (whether
      or
      not such is in fact the case) that the Executive is subject to federal income
      taxation at the highest marginal rate of federal income tax and to state and
      local income taxation at the highest marginal rates of state and local income
      taxes in the state and locality of the Executive’s residence on the date on
      which the Change in Control occurs or at the time provided in Section 6.2 above
      (whichever is the date as of which the determination in question is made in
      accordance with the next sentence of this paragraph); provided that in no event
      shall the Executive’s marginal tax rate including the Excise Tax be assumed to
      exceed seventy percent (70%) for purposes of calculating the amount of
      gross up to be paid. The amount of money payable to the Executive pursuant
      to
      the two preceding sentences, if any, shall be determined as of the date on
      which
      a Change in Control occurs and shall be paid within ten (10) calendar days
      after the date on which occurs “a change in the ownership or effective control
      of the corporation, or in the ownership of a substantial portion of the assets
      of the corporation” within the meaning of section 409A(a)(2)(A)(v) of the Code
      (whether occurring at the same time as or after the date on which a Change
      in
      Control occurs); and if a Compensable Termination occurs after the date on
      which
      a Change in Control occurs, the amount of money payable to the Executive
      pursuant to the two preceding sentences, if any, shall be re-determined as
      of
      the date of the Compensable Termination and any balance due the Executive shall
      be paid at the time provided in Section 6.2 above.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

                             
      (B)           For
      purposes of determining whether and the extent to which the Total Payments
      will
      be subject to the Excise Tax, (i) no portion of the Total Payments the receipt
      or enjoyment of which the Executive shall have waived at such time and in such
      manner as not to constitute a "payment" within the meaning of section 280G(b)
      of
      the Code shall be taken into account, (ii) no portion of the Total Payments
      shall be taken into account which, in the opinion of the accounting
      firm  which was, immediately prior to the Change in Control, the
      Company's independent auditor (the "Auditor"), does not constitute a
      "parachute payment" within the meaning of section 280G(b)(2) of the Code
      (including, without limitation, by reason of section 280G(b)(4)(A) of the Code)
      and, in calculating the Excise Tax, no portion of such Total Payments shall
      be
      taken into account which, in the opinion of the Auditor, constitutes reasonable
      compensation for services actually rendered, within the meaning of section
      280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such
      reasonable compensation, and (iii) the value of any non-cash benefit or any
      deferred payment or benefit included in the Total Payments shall be determined
      by the Auditor in accordance with the principles of sections 280G(d)(3) and
      (4)
      of the Code. In the event that the Auditor is serving as accountant or auditor
      for the individual, entity or group effecting the “change in ownership or
      effective control” or “change in the ownership of a substantial portion of the
      assets” (within the meaning of Code section 280G(b)(2)(A)) that gives rise to
      the Excise Tax, or in the event that the Auditor for any reason is unable or
      unwilling to make the determinations required hereunder, the Executive shall
      designate another nationally recognized accounting firm to make the
      determinations required hereunder (which accounting firm shall then be referred
      to as the Auditor hereunder).  All fees and expenses of the Auditor
      shall be borne solely by the Company.

    


                             
      (C)           At the time
      that payments are made under this Agreement, the Company shall provide the
      Executive with a written statement setting forth the manner in which such
      payments were calculated and the basis for such calculations including, without
      limitation, any opinions or other advice the Company has received from the
      Auditor or other advisors or consultants (and any such opinions or advice which
      are in writing shall be attached to the statement). If the Executive objects
      to
      the Company's calculations, the Company shall pay to the Executive such portion
      of the Severance Payments (up to 100% thereof) and such amount of money referred
      to in subsection (A) of this Section 6.3 as the Executive reasonably determines
      (based on the written opinion of competent tax counsel, a copy of which opinion
      shall be provided to the Company) is necessary to result in the proper
      application of subsection (A) of this Section 6.3.

    


              
      7.           Payments
      During Dispute. Any payments to which the Executive may be entitled under
      this Agreement, including, without limitation, under sections 5 and 6 hereof,
      shall be made forthwith on the applicable date(s) for payment specified in
      this
      Agreement.  If for any reason the amount of any payment due to the
      Executive cannot be finally determined on that date, such amount shall be
      estimated on a good faith basis by 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    the
      Company and the estimated amount shall be paid no later than 10 days after
      such
      date.  As soon as practicable thereafter, the final determination of
      the amount due shall be made and any adjustment requiring a payment to or from
      the Executive shall be made as promptly as
      practicable.          

    


               8.           No
      Mitigation. The Company agrees that, if the Executive's employment with the
      Company terminates during the Term, the Executive is not required to seek other
      employment or to attempt in any way to reduce any amounts payable to the
      Executive by the Company pursuant to Section 6 hereof or any other provision
      of
      this Agreement. Further, the amount of any payment or benefit provided for
      in
      this Agreement shall not be reduced (a) by any compensation earned by the
      Executive as the result of employment by another employer, (b) by retirement
      benefits, (c) by offset against any amount claimed to be owed by the Executive
      to the Company, or (d) otherwise.

    


               9.           Successors;
      Binding Agreement.

    


               9.1         In
      addition to any obligations imposed by law upon any successor
      to the Company, the Company will require any successor (whether
      direct

    or
      indirect, by purchase, merger, consolidation or otherwise) to all or
      substantially all of the business and/or assets of the Company to expressly
      assume and agree to perform the Company’s obligations under this Agreement in
      the same manner and to the same extent that the Company would be required to
      perform if no such succession had taken place. Failure of the Company to obtain
      such assumption and agreement prior to the effectiveness of any such succession
      during the Term shall be a breach of this Agreement and shall entitle the
      Executive to compensation from the Company in the same amount and on the same
      terms as the Executive would be entitled to hereunder if the Executive were
      to
      terminate the Executive's employment for Good Reason after a Change in Control
      and during the Term, except that, for purposes of implementing the foregoing,
      the date on which the Executive’s employment terminates (for any reason other
      than Cause) within 30 days before, or at any time during the Term and on or
      after, the date on which any such succession becomes effective during the Term
      shall be deemed the date of the Compensable Termination.

    


               9.2         This
      Agreement shall inure to the benefit of and be enforceable by the Executive's
      personal or legal representatives, executors, administrators, successors, heirs,
      distributees, devisees and legatees. If the Executive shall die while any amount
      would still be payable to the Executive hereunder (other than amounts which,
      by
      their terms, terminate upon the death of the Executive) if the Executive had
      continued to live, all such amounts, unless otherwise provided herein, shall
      be
      paid in accordance with the terms of this Agreement to the executors, personal
      representatives or administrators of the Executive's estate.

    


               10.         Notices.
      For the purpose of this Agreement, notices and all other communications provided
      for in the Agreement shall be in writing and shall be deemed to have been duly
      given when delivered or mailed by United States registered mail, return receipt
      requested, postage prepaid, addressed, if to the Executive, to his most
      recent

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    address
      shown on the books and records of the Company at the time notice is given and,
      if to the Company, to the address set forth below, or to such other address
      as
      either party may have furnished to the other in writing in accordance herewith,
      except that notice of change of address shall be effective only upon actual
      receipt:

    


                                        To
      the Company:

    


                                        AngioDynamics,
      Inc.

                                        603
      Queensbury Avenue

    Queensbury,
      NY 12804

    


                                       
      Attention: Chief Executive Officer

    


               11.         Miscellaneous.
      No provision of this Agreement may be modified, waived or discharged unless
      such
      waiver, modification or discharge is agreed to in writing and signed by the
      Executive and such officer as may be specifically designated by the Board.
      No
      waiver by either party hereto at any time of any breach by the other party
      hereto of, or of any lack of compliance with, any condition or provision of
      this
      Agreement to be performed by such other party shall be deemed a waiver of
      similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time. This Agreement constitutes the entire agreement of the parties
      concerning the specific subject matter addressed by this Agreement and
      supersedes all prior agreements addressing the terms and conditions contained
      herein.  Nothing in this Agreement is intended to amend or otherwise
      alter the change in control provisions or any other provisions of any (a) stock
      option or other compensation or incentive award that may heretofore have been
      or
      may hereafter be granted to the Executive, or (b) employee benefit or fringe
      benefit plan in which the Executive may heretofore have been or may hereafter
      be
      a participant. The validity, interpretation, construction and performance of
      this Agreement shall be governed by the laws of the State of New York. All
      references to sections of the Code or the Exchange Act shall be deemed also
      to
      refer to any successor provisions to such sections and to IRS or SEC regulations
      and official guidance published thereunder. Any payments provided for hereunder
      shall be subject to any applicable withholding required under federal, state
      or
      local law and any additional withholding to which the Executive has agreed.
      The
      obligations of the Company and the Executive under this Agreement which by
      their
      nature may require either partial or total performance after the expiration
      of
      the Term (including, without limitation, those under Sections 6 and 7 hereof)
      shall survive such expiration.

    


               12.         Validity.
      The invalidity or unenforceability of any provision of this Agreement shall
      not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall remain in full force and effect.

    


               13.         Counterparts.
      This Agreement may be executed in several counterparts,
      each of which shall be deemed to be an original but all of which together will
      constitute one and the same instrument.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    14.        Settlement
      of Disputes; Arbitration.

                           
      

               
      14.1      All claims by the Executive for benefits
      under this Agreement shall be directed to and determined by the Board and shall
      be in writing. Any denial by the Board of a claim for benefits under this
      Agreement shall be delivered to the Executive in writing and shall set forth
      the
      specific reasons for the denial and the specific provisions of this Agreement
      relied upon. The Board shall afford a reasonable opportunity to the Executive
      for a review of the decision denying a claim and shall further allow the
      Executive to appeal to the Board a decision of the Board within sixty (60)
      days
      after

    notification
      by the Board that the Executive's claim has been denied.

    


               
      14.2      Any further dispute or controversy
      arising under or in connection with this Agreement shall be settled exclusively
      by arbitration in the Albany, New York metropolitan area in accordance with
      the
      employment dispute resolution rules of the American Arbitration Association
      then
      in effect. The arbitrator shall have the authority to require that the Company
      reimburse the Executive for the payment of all or any portion of the legal
      fees
      and expenses incurred by the Executive in connection with such dispute or
      controversy. Judgment may be entered on the arbitrator's award in any court
      having jurisdiction.

     

             
        14.3      The Company agrees to amend this
      Agreement on or before December 31, 2007 (or such later date, if any, to which
      the December 31, 2005 date referred to in Q&A-19 of IRS Notice 2005-1 is
      further extended) in the respects that the Company reasonably determines to
      be
      necessary or advisable to enable the Executive to receive all amounts and
      benefits payable under this Agreement at the times herein provided (or as close
      thereto as is practicable and permissible) without inclusion of any amounts
      in
      the Executive’s income pursuant to Section 409A(a)(1)(A) of the
      Code.  Any such amendments shall be subject to the written consent of
      the Executive.  The Company also agrees to use commercially reasonable
      efforts to administer this Agreement, and operate any deferred compensation
      plans in which the Executive participates from time to time that are aggregated
      with this Agreement or with any payment or benefit provided by this Agreement
      for purposes of Section 409A of the Code (e.g., account balance plans,
      nonaccount balance plans, separation pay plans, and plans that are neither
      account balance nor nonaccount balance plans), in good faith compliance with
      Code Section 409A to the extent necessary to avoid inclusion of any amounts
      or
      benefits payable hereunder in the Executive’s income pursuant to Section
      409A(a)(1)(A) of the Code.

    


               15.         Definitions.
      For purposes of this Agreement, the following terms shall have the meanings
      indicated below:

    


               (A)         "Affiliate"
      shall have the meaning set forth in Rule 12b-2 promulgated under Section 12
      of
      the Exchange Act.

    


              
      (B)         "Aplicable Average
      Bonus"shall have the meaning set forth in subsection (ii) of Section
      6.1.

    


               (C)         "Auditor"
      shall have the meaning set forth in Section 6.3(B) hereof.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

               (D)         "Base
      Amount" shall have the meaning set forth in section 280G(b)(3) of the
      Code.

    


              
      (E)          "Base Salary"
      shall have the meaning set forth in subsection (iii) of Section
      6.1.

    


               (F)          "Beneficial
      Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange
      Act.

    


               (G)          "Board"
      shall mean the Board of Directors of the Company.

    


               (H)          "Cause"
      for termination by the Company of the Executive's employment shall mean (i)
      the
      willful and continued failure by the Executive to substantially perform the
      Executive's duties with the Company as such duties were in effect prior to
      any
      change therein constituting Good Reason (other than any such failure resulting
      from the Executive's incapacity due to physical or mental illness or any such
      failure after the occurrence of an event constituting Good Reason for
      resignation by the Executive) after a written demand for substantial performance
      is delivered to the Executive by the Board, which demand specifically identifies
      the manner in which the Board believes that the Executive has not substantially
      performed the Executive's duties, provided that such failure will constitute
      Cause only if it remains uncured for more than thirty (30) days following
      receipt by the Executive of such written demand from the Board; (ii) the
      engaging by the Executive in willful conduct which is demonstrably and
      materially injurious to the Company or its subsidiaries, monetarily or
      otherwise, provided that such conduct will constitute Cause only if it remains
      uncured for more than thirty (30) days following receipt by the Executive of
      a
      written demand from the Board to cease such conduct; (iii) the Executive’s
      insubordination, as defined from time to time by the Board, provided that
      insubordination will constitute Cause only if it remains uncured for more than
      thirty (30) days following receipt by the Executive of a written demand from
      the
      Board to cease such insubordination; or (iv) the Executive's conviction of
      (a) a
      felony or (b) a crime involving fraud, dishonesty or moral turpitude. For
      purposes of clauses (i) and (ii) of this definition, no act, or failure to
      act,
      on the Executive's part shall be deemed "willful" unless done, or omitted to
      be
      done, by the Executive not in good faith and without reasonable belief that
      the
      Executive's act, or failure to act, was in the best interest of the
      Company.  The Company shall notify the Executive in writing of any
      employment termination purporting to be for Cause on or before the date of
      such
      termination, which writing shall describe with specificity the conduct alleged
      to constitute Cause for such termination.  Any purported termination
      of employment by the Company for Cause which does not satisfy the applicable
      requirements of this Section 15(H) shall be conclusively deemed to be a
      termination of employment by the Company without Cause for purposes of this
      Agreement.

    


               (I)           A
      "Change in Control" shall mean that any of the following events has
      occurred:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (i)           any
      Person is or becomes the Beneficial Owner, directly or indirectly, of
      securities of the Company (not including in the securities beneficially
      owned by such Person any securities acquired directly from the Company or
      its Affiliates) representing more than 40% of the combined voting power of
      the
      Company's then outstanding securities, excluding any Person who becomes such
      a
      Beneficial Owner in connection with a transaction described in clause (A) of
      paragraph (iii) below; or

    


    (ii)           the
      following individuals cease for any reason to constitute a  majority
      of the number of directors serving on the Board: individuals who, at the
      beginning of any period of two consecutive years or less (not including any
      period prior to the date of this Agreement), constitute the Board and any new
      director (other than a director whose initial assumption of office is in
      connection with an actual or threatened election contest, including but not
      limited to a consent solicitation, relating to the election of directors of
      the
      Company) whose appointment or election by the Board or nomination for election
      by the Company's shareholders was approved or recommended by a vote of at least
      two-thirds (2/3) of the directors then still in office who either were directors
      at the beginning of such period or whose appointment, election or nomination
      for
      election was previously so approved or recommended; or

    


    (iii)           there
      is consummated a merger or consolidation of the Company or any Subsidiary with
      any other corporation, other than (A) a merger or consolidation which would
      result in the voting securities of the Company outstanding immediately
      prior to such merger or consolidation continuing to represent (either by
      remaining outstanding or by being converted into voting securities of the
      surviving entity or any parent thereof), in combination with the ownership
      of
      any trustee or other fiduciary holding securities under an employee benefit
      plan
      of the Company or any Subsidiary, at least 60% of the combined voting power
      of
      the securities of the Company or such surviving entity or any parent thereof
      outstanding immediately after such merger or consolidation, or (B) a merger
      or
      consolidation effected to implement a recapitalization of the Company (or
      similar transaction) in which no Person is or becomes the Beneficial Owner,
      directly or indirectly, of securities of the Company (not including in
      the securities beneficially owned by such Person any securities acquired
      directly from the Company or its Affiliates) representing more than 40% of
      the
      combined voting power of the Company's then outstanding securities;
      or

    


    (iv)           the
      shareholders of the Company approve a plan of complete liquidation or
      dissolution of the Company or there is consummated an agreement for the
      sale or disposition by the Company of all or substantially all of the Company's
      assets, other than a sale or disposition by the Company of all or substantially
      all of the Company's assets to an entity, at least 60% of the combined voting
      power of the voting securities of which are owned by shareholders of the Company
      in substantially the same proportions as their ownership of the Company
      immediately prior to such sale.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

               (J)           "Code"
      shall mean the Internal Revenue Code of 1986, as amended
      from time to time.

    


               (K)           "Company"
      shall mean AngioDynamics, Inc. and, except in determining under Section 15(I)
      hereof whether or not any Change in Control of the Company has occurred, shall
      include any successor to its business and/or assets which assumes and agrees
      to
      perform this Agreement by operation of law, or otherwise.

    


              
      (L)           “Compensable
      Termination” shall have the meaning set forth in Section 6.1.

    


               (M)           "Disability"
      shall be deemed the reason for the termination by the Company of the Executive's
      employment, if, as a result of the Executive's incapacity due to physical or
      mental illness, the Executive shall have been absent from the full-time
      performance of the Executive's duties with the Company for a period of six
      consecutive months or for six non-consecutive months within any period of 12
      consecutive months.

    


               (N)           "Exchange
      Act" shall mean the Securities Exchange Act of 1934,
      as amended from time to time.

    


               (O)           "Excise
      Tax" shall mean any excise tax imposed under section 4999 of the
      Code.

    


               (P)           "Executive"
      shall mean the individual named in the first paragraph of this
      Agreement.

    


               (Q)           "Good
      Reason" for termination by the Executive of the Executive's employment shall
      mean the occurrence (without the Executive's express written consent) after
      any
      Change in Control, of any one of the following acts by the Company, or failures
      by the Company to act, unless, in the case of any act or failure to act
      described in paragraph (i), (iii), (iv) or (vii) below, such act or failure
      to
      act is corrected within thirty (30) calendar days after the Company’s receipt of
      written notice thereof given by the Executive within thirty (30) calendar days
      of such act or failure to act:

    


    (i)           the
      assignment to the Executive of any duties inconsistent with the Executive's
      status or position in the Company immediately prior to the Change in Control,
      or
      a substantial adverse alteration in the nature, status or scope of the
      Executive's responsibilities or authority from his responsibilities or authority
      immediately prior to the Change in Control, or a reduction in his
      title;

    


    (ii)          a
      reduction by the Company in the Executive's annual base salary as in effect
      on
      the date of this Agreement or as the same may be increased from time to
      time;

    


               
      (iii)         a significant
      reduction in compensation, benefits or reimbursements provided under any
      employment, compensation, employee benefit or reimbursement plan or program
      in
      which the Executive is a participant which is not replaced with substantially
      equivalent compensation, benefits or reimbursements under another plan, program
      or arrangement at substantially the same cost (if any) to the
      Executive;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv)         the
      Company fails to pay or provide any amount or benefit that the Company is
      obligated to pay or provide under this Agreement or any other employment,
      compensation, benefit or reimbursement plan, agreement or arrangement of the
      Company to which the Executive is a party or in which the Executive
      participates;

     

    (v)          the
      Company fails to pay the Executive a bonus, for each fiscal year of Employer
      that terminates following a Change in Control and during the Term, at least
      equal to 80% of the Applicable Average Bonus;

     

    (vi)         the
      relocation of the Executive's principal place of employment to a location which
      increases the Executive's one-way commuting distance by more than 40 miles,
      or
      the Company's requiring the Executive to travel on business other than to an
      extent substantially consistent with the Executive's business travel obligations
      prior to the Change in Control;

     

    (vii)        a
      significant adverse change occurs, whether of a quantitative or qualitative
      nature, in the indemnification protection provided to the Executive for acts
      and
      omissions arising out of his service on behalf of the Company or any other
      entity at the request of the Company; or

     

    (viii)       The
      Company fails to obtain the assumption of this Agreement pursuant to
      Section 9.1.

    


    The
      Executive's right to terminate the Executive's employment for Good Reason shall
      not be affected by the Executive's incapacity due to physical or mental illness.
      The Executive's continued employment shall not constitute consent to, or a
      waiver of rights with respect to, any act or failure to act constituting Good
      Reason hereunder.

    


               (R)           "Person"
      shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified
      and used in Sections 13(d) and 14(d) thereof, except that such term shall not
      include (i) the Company or any of its subsidiaries, (ii) a trustee or other
      fiduciary holding securities under an employee benefit plan of the Company
      or
      any of its Affiliates, (iii) an underwriter temporarily holding securities
      pursuant to an offering of such securities, or (iv) a corporation owned,
      directly or indirectly, by the shareholders of the Company in substantially
      the
      same proportions as their ownership of stock of the Company.

    


               (S)           "Potential
      Change in Control" shall be deemed to have occurred if the event set forth
      in
      any one of the following paragraphs shall have occurred:

    


    (i)          the
      Company enters into an agreement, the consummation of which would result in
      the
      occurrence of a Change in Control;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (ii)         the
      Company or any Person publicly announces an intention to take or to consider
      taking actions which, if consummated, would constitute a Change in
      Control;

    


    (iii)        any
      Person becomes the Beneficial Owner, directly or indirectly, of securities
      of
      the Company representing 15% or more of either the then outstanding shares
      of
      common stock of the Company or the combined voting power of the Company's then
      outstanding securities (not including in the securities beneficially owned
      by
      such Person any securities acquired directly from the Company or its
      Affiliates); or

    


    (iv)        the
      Board adopts a resolution to the effect that, for purposes of this Agreement,
      a
      Potential Change in Control has occurred.

    


               (T)           "Retirement"
      shall be deemed the reason for the termination by the Executive of the
      Executive's employment if such employment is terminated in accordance with
      the
      Company's retirement policy, including early retirement, generally applicable
      to
      its salaried employees.

    


              
      (U)           "Separation
      from Service" means termination of employment with the Company. However, the
      Executive shall not be deemed to have a Separation from Service if he continues
      to provide services to the Company in a capacity other than as an employee
      and
      if he is providing services at an annual rate that is fifty percent or more
      of
      the services he rendered, on average, during the immediately preceding three
      full calendar years of employment with the Company (or if employed by the
      Company less than three years, such lesser period) and the annual remuneration
      for his services is fifty percent or more of the annual remuneration earned
      during the final three full calendar years of employment (of if less, such
      lesser period); provided, however, that a Separation from Service will be deemed
      to have occurred if his service with the Company is reduced to an annual rate
      that is less than twenty percent of the services he rendered, on average, during
      the immediately preceding three full calendar years of employment with the
      Company (or if employed by the Company less than three years, such lesser
      period) or the annual remuneration for his services is less than twenty percent
      of the annual remuneration earned during the three full calendar years of
      employment with the Company (or if less, such lesser period).

    


              
      (V)           "Separation
      from Service Date" shall have the meaning set forth in Section 6.2
      hereof.

    


               (W)          "Severance
      Payments" shall have the meaning set forth in Section
      6.1 hereof.

    


              
      (X)           "Subsidiary"
      means a corporation or other form of business association
      of which shares (or other ownership interests) having more than 50% of the
      voting power are owned or controlled, directly or indirectly, by the
      Company.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

               (Y)           "Term"
      shall mean the period of time described in Section 2 hereof (including any
      extension or continuation described therein).

    


               (Z)           "Total
      Payments" shall mean those payments so described in Section
      6.3 hereof.

    


    


               IN
      WITNESS WHEREOF, the parties have executed this Agreement as
      of the date and year first above written.

     

    


    
      	 	
              ANGIODYNAMICS,
                INC.

            
	 	 
	 	
              By:

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	     
	 	 
	 	
              Executive

            
	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


                       EXHIBIT
      A - COMPLETE AND PERMANENT RELEASE

    


    


    TO:      ________________
      (the "Executive")

    


    DATE:    _________________

    


    The
      Executive is hereby offered severance payments and benefits in accordance with
      and subject to the terms of the Severance Agreement between the Executive and
      AngioDynamics, Inc. (the “Company”), dated _______________ (the “Agreement”) in
      consideration of the Executive's execution and return of this Complete and
      Permanent Release (the "Release").

    


    The
      Executive's severance payments and benefits pursuant to the Agreement will
      commence at the time provided in the Agreement, provided that the Executive
      has
      not revoked this Release as hereinafter described. The Executive has seven
      (7)
      calendar days from the date that the Executive signs this Release to revoke
      this
      Release by giving written notice of the Executive's intent to do so to the
      Company. This Release shall not become effective or enforceable until this
      seven
      (7) day period has expired. If the Executive revokes this Release, the Executive
      will not receive the Severance Payments as defined in the
      Agreement.

    


    By
      signing below, the Executive agrees that execution of this Release operates
      to,
      and hereby does, release the Company, its subsidiaries and affiliates, its
      (and
      its subsidiaries' and affiliates') present and former employees, officers,
      directors, shareholders, representatives and agents, in their individual and
      representative capacities (the "Released Parties"), to the fullest extent
      permitted by law, from all claims or demands (the "Claims") the Executive has
      had, presently has or may have, based on the Executive's employment with the
      Company or the termination of that employment, including Claims the Executive
      may have based on any facts or events arising on or before the date of this
      Release, whether known or unknown by the Executive, including, without
      limitation, a release of any Claims the Executive may have based on Title VII
      of
      the Civil Rights Act; the Age Discrimination in Employment Act; the Americans
      with Disabilities Act; and the New York Executive Law, and any amendments
      thereto; any and all laws of any state concerning wages, employment and
      discharge; any state or local municipality fair employment statutes or laws;
      or
      any other law, rule, regulation or ordinance pertaining to employment, terms
      and
      conditions of employment, or termination of employment; provided, however,
      that
      execution of this Release shall not adversely affect (i) the Executive's rights
      to receive benefits under the employee benefit plans and arrangements of the
      Company, following termination of the Executive's employment; (ii) the
      Executive's rights under the Agreement; or (iii) the Executive's rights to
      indemnification under applicable law, the Certificate of Incorporation or
      by-laws of the Company or any agreement between the Executive and the Company.
      Further, nothing in this Release prevents the Executive from filing a charge
      (including a challenge to the validity of this Release) with the Equal
      Employment Opportunity Commission (the “EEOC”) or participating in any
      investigation or proceeding conducted by the EEOC.  However, the
      Executive understands and agrees that he/she is waiving any right to recover
      any
      monetary relief or other personal relief as a result of any such EEOC
      proceedings or any subsequent legal action.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    The
      Executive is advised to consult with an attorney before signing the
      Release.

    


    The
      Executive acknowledges that he is receiving valuable consideration for executing
      this Release to which he would not otherwise be entitled.

    


    The
      Executive has twenty-one (21) calendar days (forty-five (45) calendar days,
      in
      the case of a “termination program”) from the date of the Release, as set forth
      above, in which to sign and return this Release to the Company.

    


    For
      the Company:

    


    


    ________________________

    Signature

    


    ________________________

    Name

    


    ________________________

    Title

    


    


    


    ACCEPTED
      AND AGREED THIS ____ DAY OF ___________, 20___:

    


    


    ________________________

    Executive