Exhibit
10.1



    EMPLOYMENT
AGREEMENT

    


    This Employment Agreement is made and
entered into effective as of February 24, 2010 (the “Effective Date”), by and
between Neoprobe Corporation,
a Delaware Corporation with a place of business at 425 Metro Place North,
Suite 300, Dublin, Ohio 43017-1367 (the “Company”) and Frederick O. Cope of
Westerville, Ohio (the “Employee”).

    


    WHEREAS, the Company and the Employee
entered into an Employment Agreement effective as of January 19, 2009 (the “2009
Employment Agreement”); and

    


    WHEREAS, the Company and the Employee
wish to establish new terms, covenants, and conditions for the Employee’s
continued employment with the Company through this agreement (“Employment
Agreement”).

    


    NOW, THEREFORE, in consideration of the
mutual agreements herein set forth, the parties hereto agree as
follows:

    


    
      	
               
      

            	
              1.

            	
              Duties.

            	
              From
      and after the Effective Date, and based upon the terms and conditions set
      forth herein, the Company agrees to employ the Employee and the Employee
      agrees to be employed by the Company, as Vice-President, Pharmaceutical
      Research and Clinical Development of the Company and in such equivalent,
      additional or higher executive level position or positions as shall be
      assigned to him by the Company’s President and CEO.  While
      serving in such executive level position or positions, the Employee shall
      report to, be responsible to, and shall take direction from the President
      and CEO of the Company.  During the Term of this Employment
      Agreement (as defined in Section 2 below), the Employee agrees to devote
      substantially all of his working time to the position he holds with the
      Company and to faithfully, industriously, and to the best of his ability,
      experience and talent, perform the duties that are assigned to
      him.  The Employee shall observe and abide by the reasonable
      corporate policies and decisions of the Company in all business matters
      disclosed to employee.

            


    

    


    
      	
               
      

            	
              The
      Employee represents and warrants to the Company that Exhibit A attached
      hereto sets forth a true and complete list of (a) all offices,
      directorships and other positions held by the Employee in corporations and
      firms other than the Company and its subsidiaries and (b) any investment
      or ownership interest in any corporation or firm other than the Company
      beneficially owned by the Employee (excluding investments in life
      insurance policies, bank deposits, publicly traded securities that are
      less than five percent (5%) of their class and real estate). The Employee
      will promptly notify the Board of Directors of the Company of any
      additional positions undertaken or investments made by the Employee during
      the Term of this Employment Agreement if they are of a type that if they
      had existed on the date hereof, should have been listed on Exhibit A
      hereto.  As long as the Employee’s other positions or
      investments in other firms do not create a conflict of interest, violate
      the Employee’s obligations under Section 7 below or cause the Employee to
      neglect his duties hereunder, such activities and positions shall not be
      deemed to be a breach of this Employment
  Agreement.

            


    

    


    
    

    
      
        	
                 
      

              	
                2.

              	
                      
                  Term of this Employment
      Agreement.  Subject to Sections 4 and 5 hereof, the Term
      of this Employment Agreement shall be for a period of time commencing on
      February 15, 2010 and terminating on December 31,
      2010.

                

              


      

       

    

    
      	
               
      

            	
              3.

            	
              Compensation.  During
      the Term of this Employment Agreement, the Company shall pay, and the
      Employee agrees to accept as full consideration for the services to be
      rendered by the Employee hereunder, compensation consisting of the
      following:

            


    

    


    
      	
              A.  

            	
              Salary.  Beginning
      on the first day of the Term of this Employment Agreement, the Company
      shall pay the Employee a salary of Two Hundred Eleven Thousand Dollars
      ($211,000) per year, payable in semi-monthly or monthly installments as
      requested by the Employee.  Further, the Company agrees to
      review the Employee’s base salary on an annual
  basis.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              B.  

            	
              Bonus.  The
      Compensation, Nominating and Governance Committee (the “Committee) of the
      Board of Directors will, on an annual basis, review the performance of the
      Company and of the Employee and will pay such bonus, as it deems
      appropriate, in its discretion, to the Employee based upon such
      review.  Such review and bonus shall be consistent with any
      bonus plan adopted by the Committee, which covers the executive officers
      and employees of the Company
generally.

            


    

    


    
      	
              C.  

            	
              Benefits.  During
      the Term of this Employment Agreement, the Employee will receive such
      employee benefits as are generally available to all employees of the
      Company.

            


    

    


    
      	
              D.  

            	
              Stock
      Options.  The Committee of the Board of Directors may,
      from time-to-time, grant stock options, restricted stock purchase
      opportunities and such other forms of stock-based incentive compensation
      as it deems appropriate, in its discretion, to the Employee under the
      Company’s Second Amended and Restated 2002 Stock Incentive Plan (the “2002
      Plan”).  The terms of the relevant award agreements shall govern
      the rights of the Employee and the Company thereunder in the event of any
      conflict between such agreement and this Employment
    Agreement.

            


    

    


    
      	
              E.  

            	
              Vacation.  The
      Employee shall be entitled to twenty (20) days of vacation during each
      calendar year during the Term of this Employment
  Agreement.

            


    

    


    
      	
              F.  

            	
              Expenses.  The
      Company shall reimburse the Employee for all reasonable out-of-pocket
      expenses incurred by him in the performance of his duties hereunder,
      including expenses for travel, entertainment and similar items, promptly
      after the presentation by the Employee, from time-to-time, of an itemized
      account of such expenses.

            


    

    


    
      	
              4.  

            	
              Termination.

            


    

    


    
      	
              A.  

            	
              For
      Cause.  The Company may terminate the employment of the
      Employee prior to the end of the Term of this Employment Agreement “for
      cause.” Termination “for cause” shall be defined as a termination by the
      Company of the employment of the Employee occasioned by the failure by the
      Employee to cure a willful breach of a material duty imposed on the
      Employee under this Employment Agreement within 15 days after written
      notice thereof by the Company or the continuation by the Employee after
      written notice by the Company of a willful and continued neglect of a duty
      imposed on the Employee under this Employment Agreement.  In the
      event of termination by the Company “for cause,” all salary, benefits and
      other payments shall cease at the time of termination, and the Company
      shall have no further obligations to the
  Employee.

            


    

    


    
      	
              B.  

            	
              Resignation.  If
      the Employee resigns for any reason, all salary, benefits and other
      payments (except as otherwise provided in paragraph G of this Section 4
      below) shall cease at the time such resignation becomes
      effective.  At the time of any such resignation, the Company
      shall pay the Employee the value of any accrued but unused vacation time,
      and the amount of all accrued but previously unpaid base salary through
      the date of such termination.  The Company shall promptly
      reimburse the Employee for the amount of any expenses incurred prior to
      such termination by the Employee as required under paragraph F of Section
      3 above.

            


    

    


    
      	
              C.  

            	
              Disability, Death.  The
      Company may terminate the employment of the Employee prior to the end of
      the Term of this Employment Agreement if the Employee has been unable to
      perform his duties hereunder or a similar job for a continuous period of
      six (6) months due to a physical or mental condition that, in the opinion
      of a licensed physician, will be of indefinite duration or is without a
      reasonable probability of recovery for a period of at least six (6)
      months.  The Employee agrees to submit to an examination by a
      licensed physician of his choice in order to obtain such opinion, at the
      request of the Company, made after the Employee has been absent from his
      place of employment for at least six (6) months.  The Company
      shall pay for any requested examination.  However, this
      provision does not abrogate either the Company’s or the Employee’s rights
      and obligations pursuant to the Family and Medical Leave Act of 1993, and
      a termination of employment under this paragraph C shall not be deemed to
      be a termination for cause.

            


    

    


    
      
         

      

      
        - 2
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    If during
the Term of this Employment Agreement, the Employee dies or his employment is
terminated because of his disability, all salary, benefits and other payments
shall cease at the time of death or disability, provided, however, that the
Company shall provide such health, dental and similar insurance or benefits as
were provided to Employee immediately before his termination by reason of death
or disability, to Employee or his family for the longer of twelve (12) months
after such termination or the full un-expired Term of this Employment Agreement
on the same terms and conditions (including cost) as were applicable before such
termination.  In addition, for the first six (6) months of disability,
the Company shall pay to the Employee the difference, if any, between any cash
benefits received by the Employee from a Company-sponsored disability insurance
policy and the Employee’s salary hereunder in accordance with paragraph A of
Section 3 above.  At the time of any such termination, the Company
shall pay the Employee, the value of any accrued but unused vacation time, and
the amount of all accrued but previously unpaid base salary through the date of
such termination.  The Company shall promptly reimburse the Employee
for the amount of any expenses incurred prior to such termination by the
Employee as required under paragraph F of Section 3 above.

    


    Notwithstanding the foregoing, if the Company reasonably
determines that any of the benefits described in this paragraph C may not be
exempt from federal income tax, then for a period of six (6) months after the
date of the Employee’s termination, the Employee shall pay to the Company an
amount equal to the stated taxable cost of such coverages. After the expiration
of the six-month period, the Employee shall receive from the Company a
reimbursement of the amounts paid by the Employee.

    


    
      	
              D.  

            	
              Termination without
      Cause.  A termination without cause is a termination of
      the employment of the Employee by the Company that is not “for cause” and
      not occasioned by the resignation, death or disability of the
      Employee.  If the Company terminates the employment of the
      Employee without cause, (whether before the end of the Term of this
      Employment Agreement or, if the Employee is employed by the Company under
      paragraph E of this Section 4 below, after the Term of this Employment
      Agreement has ended) the Company shall, at the time of such termination,
      pay to the Employee the severance payment provided in paragraph F of this
      Section 4 below together with the value of any accrued but unused vacation
      time and the amount of all accrued but previously unpaid base salary
      through the date of such termination and shall provide him with all of his
      benefits under paragraph C of Section 3 above for the longer of twelve
      (12) months or the full un-expired Term of this Employment
      Agreement.  The Company shall promptly reimburse the Employee
      for the amount of any expenses incurred prior to such termination by the
      Employee as required under paragraph F of Section 3
  above.

            


    

    


    If the
Company terminates the employment of the Employee because it has ceased to do
business or substantially completed the liquidation of its assets or because it
has relocated to another city and the Employee has decided not to relocate also,
such termination of employment shall be deemed to be without cause.

    


    
      	
               
      E.  

            	
              End of the Term of this
      Employment Agreement.  Except as otherwise provided in
      paragraphs F and G of this Section 4 below, the Company may terminate the
      employment of the Employee at the end of the Term of this Employment
      Agreement without any liability on the part of the Company to the Employee
      but, if the Employee continues to be an employee of the Company after the
      Term of this Employment Agreement ends, his employment shall be governed
      by the terms and conditions of this Agreement, but he shall be an employee
      at will and his employment may be terminated at any time by either the
      Company or the Employee without notice and for any reason not prohibited
      by law or no reason at all.  If the Company terminates the
      employment of the Employee at the end of the Term of this Employment
      Agreement, the Company shall, at the time of such termination, pay to the
      Employee the severance payment provided in paragraph F of this Section 4
      below together with the value of any accrued but unused vacation time and
      the amount of all accrued but previously unpaid base salary through the
      date of such termination. The Company shall promptly reimburse the
      Employee for the amount of any reasonable expenses incurred prior to such
      termination by the Employee as required under paragraph F of Section 3
      above.

            


    

    
      


      
        
           

        

        
          - 3
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                   F.  

              	
                      
                  Severance.  If
      the employment of the Employee is terminated by the Company, at the end of
      the Term of this Employment Agreement or, without cause (whether before
      the end of the Term of this Employment Agreement or, if the Employee is
      employed by the Company under paragraph E of this Section 4 above, after
      the Term of this Employment Agreement has ended), the Employee shall be
      paid, as a severance payment at the time of such termination, the amount
      of Two Hundred Eleven Thousand Dollars ($211,000) together with the value
      of any accrued but unused vacation
  time.

                

              


      

       

    

    
      	
              G.  

            	
              Change of Control
      Severance.  In addition to the rights of the Employee
      under the Company’s employee benefit plans (paragraphs C of Section 3
      above) but in lieu of any severance payment under paragraph F of this
      Section 4 above, if there is a Change in Control of the Company (as
      defined below) and the employment of the Employee is concurrently or
      subsequently terminated (a) by the Company without cause, (b) by the
      expiration of the Term of this Employment Agreement, or (c) by the
      resignation of the Employee because he has reasonably determined in good
      faith that his titles, authorities, responsibilities, salary, bonus
      opportunities or benefits have been materially diminished, that a material
      adverse change in his working conditions has occurred, that his services
      are no longer required in light of the Company’s business plan, or the
      Company has breached this Employment Agreement, the Company shall pay the
      Employee, as a severance payment, at the time of such termination, the
      amount of Four Hundred Twenty-Two Thousand Dollars ($422,000) together
      with the value of any accrued but unused vacation time, and the amount of
      all accrued but previously unpaid base salary through the date of
      termination and shall provide him with all of this benefits under
      paragraph C of Section 3 above for the longer of twelve (12) months or the
      full un-expired Term of this Employment Agreement. The Company shall
      promptly reimburse the Employee for the amount of any expenses incurred
      prior to such termination by the Employee as required under paragraph F of
      Section 3 above. Notwithstanding the
      foregoing, before the Employee may resign pursuant to Section 4(G)(c)
      above, the Employee shall deliver to the Company a written notice of the
      Employee’s intent to terminate his employment pursuant to Section 4(G)(c),
      and the Company shall have been given a reasonable opportunity to cure any
      such act, omission or condition within Thirty (30) days after the
      Company’s receipt of such
notice.

            


    

    


    For the
purpose of this Employment Agreement, a Change in Control of the Company has
occurred when:  (a) any person (defined for the purposes of this
paragraph G to mean any person within the meaning of Section 13 (d) of the
Securities Exchange Act of 1934 (the “Exchange Act”)), other than Neoprobe, an
employee benefit plan created by its Board of Directors for the benefit of its
employees, or a participant in a transaction
approved by its Board of Directors for the principal purpose of raising
additional capital, either directly or indirectly, acquires beneficial
ownership (determined under Rule 13d-3 of the Regulations promulgated by the
Securities and Exchange Commission under Section 13(d) of the Exchange Act) of
securities issued by Neoprobe having thirty percent (30%) or more of the voting
power of all the voting securities issued by Neoprobe in the election of
Directors at the next meeting of the holders of voting securities to be held for
such purpose; (b) a majority of the Directors elected at any meeting of the
holders of voting securities of Neoprobe are persons who were not nominated for
such election by the Board of Directors or a duly constituted committee of the
Board of Directors having authority in such matters; (c) the stockholders of
Neoprobe approve a merger or consolidation of Neoprobe with another person other
than a merger or consolidation in which the holders of Neoprobe’s voting
securities issued and outstanding immediately before such merger or
consolidation continue to hold voting securities in the surviving or resulting
corporation (in the same relative proportions to each other as existed before
such event) comprising eighty percent (80%) or more of the voting power for all
purposes of the surviving or resulting corporation; or (d) the stockholders of
Neoprobe approve a transfer of substantially all of the assets of Neoprobe to
another person other than a transfer to a transferee, eighty percent (80%) or
more of the voting power of which is owned or controlled by Neoprobe or by the
holders of Neoprobe’s voting securities issued and outstanding immediately
before such transfer in the same relative proportions to each other as existed
before such event.  The parties hereto agree that for the purpose of
determining the time when a Change of Control has occurred that if any
transaction results from a definite proposal that was made before the end of the
Term of this Employment Agreement but which continued until after the end of the
Term of this Employment Agreement and such transaction is consummated after the
end of the Term of this Employment Agreement, such transaction shall be deemed
to have occurred when the definite proposal was made for the purposes of the
first sentence of this paragraph G of this Section 4.

    


    
      
         

      

      
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              H.  

            	
              Benefit and Stock
      Plans.  In the event that a benefit plan or Stock Plan
      which covers the Employee has specific provisions concerning termination
      of employment, or the death or disability of an employee (e.g., life insurance or
      disability insurance), then such benefit plan or Stock Plan shall control
      the disposition of the benefits or stock
  options.

            


    

    


    
      	
              5.  

            	
              Proprietary Information
      Agreement.  Employee has executed a Proprietary
      Information Agreement as a condition of employment with the
      Company.  The Proprietary Information Agreement shall not be
      limited by this Employment Agreement in any manner, and the Employee shall
      act in accordance with the provisions of the Proprietary Information
      Agreement at all times during the Term of this Employment
      Agreement.

            


    

    


    
      	
              6.  

            	
              Non-Competition.  Employee
      agrees that for so long as he is employed by the Company under this
      Employment Agreement and for one (1) year thereafter, the Employee will
      not:

            


    

    


    
      	
              A.  

            	
              enter
      into the employ of or render any services to any person, firm, or
      corporation, which is engaged, in any part, in a Competitive Business (as
      defined below);

            


    

    


    
      	
              B.  

            	
              engage
      in any directly Competitive Business for his own
  account;

            


    

    


    
      	
              C.  

            	
              become
      associated with or interested in through retention or by employment any
      Competitive Business as an individual, partner, shareholder, creditor,
      director, officer, principal, agent, employee, trustee, consultant,
      advisor, or in any other relationship or capacity;
  or

            


    

    


    
      	
              D.  

            	
              solicit,
      interfere with, or endeavor to entice away from the Company, any of its
      customers, strategic partners, or sources of
  supply.

            


    

    


    
      	
               
      

            	
              Nothing
      in this Employment Agreement shall preclude Employee from taking
      employment in the banking or related financial services industries nor
      from investing his personal assets in the securities or any Competitive
      Business if such securities are traded on a national stock exchange or in
      the over-the-counter market and if such investment does not result in his
      beneficially owning, at any time, more than one percent (1%) of the
      publicly-traded equity securities of such Competitive
      Business.  “Competitive Business” for purposes of this
      Employment Agreement shall mean any business or enterprise
      which:

            


    

    


    
      	
              a.  

            	
              is
      engaged in the development and/or commercialization of gamma radiation
      detection products and/or systems for use in intraoperative detection of
      cancer, or

            


    

    


    
      	
              b.  

            	
              reasonably
      understood to be competitive in the relevant market with products and/or
      systems described in clause a above,
    or

            


    

    


    
      	
              c.  

            	
              the
      Company engages in during the Term of this Employment Agreement pursuant
      to a determination of the Board of Directors and from which the Company
      derives a material amount of revenue or in which the Company has made a
      material capital investment.

            


    

    


    
      	
               
      

            	
              The
      covenant set forth in this Section 6 shall terminate immediately upon the
      substantial completion of the liquidation of assets of the Company or the
      termination of the employment of the Employee by the Company without cause
      or at the end of the Term of this Employment
  Agreement.

            


    

    


    
      
         

      

      
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              7.

            	
              Arbitration.  Any
      dispute or controversy arising under or in connection with this Employment
      Agreement shall be settled exclusively by arbitration in Columbus, Ohio,
      in accordance with the non-union employment arbitration rules of the
      American Arbitration Association (“AAA”) then in effect.  If
      specific non-union employment dispute rules are not in effect, then AAA
      commercial arbitration rules shall govern the dispute.  If the
      amount claimed exceeds $100,000, the arbitration shall be before a panel
      of three arbitrators.  Judgment may be entered on the
      arbitrator’s award in any court having jurisdiction.  The
      Company shall indemnify the Employee against and hold him harmless from
      any attorney’s fees, court costs and other expenses incurred by the
      Employee in connection with the preparation, commencement, prosecution,
      defense, or enforcement of any arbitration, award, confirmation or
      judgment in order to assert or defend any right or obtain any payment
      under paragraph C of Section 4 above or under this sentence; without
      regard to the success of the Employee or his attorney in any such
      arbitration or proceeding.

            


    

    


    
      	
               
      

            	
              8.

            	
              Governing
      Law.  The Employment Agreement shall be governed by and
      construed in accordance with the laws of the State of
  Ohio.

            


    

    


    
      	
               
      

            	
              9.

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

            


    

    
      


      
        	
                 
      

              	
                10.

              	
                      
                  Compliance with Section 409A of
      the Internal Revenue Code.  If, when the Employee's employment
      with the Company terminates, the Employee is a "specified employee" as
      defined in Section 409A(a)(1)(B)(i) of the Internal Revenue Code, and if
      any payments under this Employment Agreement, including payments under
      Section 4, will result in additional tax or interest to the Employee under
      Section 409A(a)(1)(B) ("Section 409A Penalties"), then despite any
      provision of this Employment Agreement to the contrary, the Employee will
      not be entitled to payments until the earliest of (a) the date that is at
      least six months after termination of the Employee's employment for
      reasons other than the Employee's death, (b) the date of the Employee's
      death, or (c) any earlier date that does not result in Section 409A
      Penalties to the Employee.  As soon as practicable after the end
      of the period during which payments are delayed under this provision, the
      entire amount of the delayed payments shall be paid to the Employee in a
      lump sum.  Additionally, if any provision of this Employment
      Agreement would subject the Employee to Section 409A Penalties, the
      Company will apply such provision in a manner consistent with Section 409A
      of the Internal Revenue Code during any period in which an arrangement is
      permitted to comply operationally with Section 409A of the Internal
      Revenue Code and before a formal amendment to this Employment Agreement is
      required.  

                

              


      

       

      
        
          	
                   
      

                	
                  11.

                	
                        
                    Entire
      Agreement.  This Employment Agreement constitutes the
      entire understanding between the parties with respect to the subject
      matter hereof, superseding all negotiations, prior discussions, and
      preliminary agreements.  This Employment Agreement may not be
      amended except in writing executed by the parties
      hereto.

                  

                


        

        
          
            


            
              	
                       
      

                    	
                      12.

                    	
                            
                        Effect on Successors of
      Interest.  This Employment Agreement shall inure to the
      benefit of and be binding upon heirs, administrators, executors,
      successors and assigns of each of the parties
      hereto.  Notwithstanding the above, the Employee recognizes and
      agrees that his obligation under this Employment Agreement may not be
      assigned without the consent of the
  Company.

                      

                    


            

            
              

 

              
                
                   

                

                
                  - 6
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    IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Employment Agreement as of the
date first written above.


     

    
      	 NEOPROBE
      CORPORATION
      
              


              


              By:    
      /s/ David C.
      Bupp

                 David C. Bupp,
      President and CEO

            	      
              EMPLOYEE

              


              


              /s/ Frederick O.
      Cope

              Frederick
      O. Cope

            


    

     

     

    
      
         

      

      
        - 7
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    Exhibit
A

    


    


    


    February
4, 2009 – February 27, 2009 – employed by OSU

    Member
– Emory University Scientific Advisory Board

    Ad
Hoc Member – FDA Scientific Advisory Panel

    Part
owner – Clue Genomics (50%)

    Part
owner – Theractics (20%)

    Member
– Board of Scientific Counselors, Premier Micronutrient

    


    


    
      NEOP
___________

      
        
        

      

      Fred Cope
________



    
      
         

      

      
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