ex10_812312007.htm


    Exhibit
10.8

     

    EMPLOYMENT
AGREEMENT

     

    Agreement
dated on December 31, 2007 is made effective as of the first day of July, 2007
(the "2007 Agreement") between PROGENICS PHARMACEUTICALS, INC., a Delaware
corporation (the "Corporation") with its principal place of business at Old Saw
Mill River Road, Tarrytown, New York 10591 and PAUL J. MADDON ("MADDON")
(the "Parties").

     

     

    RECITALS

     

    A. The
Corporation is engaged in the business of developing and marketing
pharmaceutical products in the areas of oncology, virology and
gastroenterology.

     

    B. MADDON is
now serving as Chief Executive Officer and Chief Science Officer of the
Corporation.

     

    C. The
Corporation wishes to continue to employ MADDON as Chief Executive Officer and
Chief Science Officer, and MADDON wishes to continue to serve the Corporation in
such capacities pursuant to the terms of this 2007 Agreement.

     

     

    AGREEMENT

     

    In
consideration of the facts mentioned above and the mutual promises set forth
below, the Parties agree as follows:

     

    
      	
                                           1.  

            	
              EMPLOYMENT.

            


    

     

    The
Corporation hereby continues to employ MADDON as Chief Executive Officer and
Chief Science Officer, and MADDON hereby agrees to continue to serve the
Corporation in such capacities.

     


    
      
        
          


           

        

         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
                                            2.  

            	
              TERM.

            


    

     

    2.1 The
“Term” as used herein shall mean the Initial Term plus any Renewal
Term(s).

     

    2.2 This 2007
Agreement will be for a term of one (1) year (the “Initial Term”), commencing on
July 1, 2007, unless sooner terminated pursuant to
Section 8.

     

    2.3 Provided
MADDON is not in material default under this 2007 Agreement, on
July 1, 2008 and each succeeding July 1, this 2007 Agreement shall be
automatically renewed for an additional one (1) year period (the “Renewal Term”)
unless either the Corporation or MADDON gives written notice to the other of its
or his intention not to renew at least ninety (90) days before the expiration of
the then current Term.  The Compensation Committee of the Board of
Directors of the Corporation (the “Board”) (the “Compensation Committee”) will
provide MADDON in writing with the proposed terms relating to equity grants for
the next additional one (1) year Renewal Term by March 1 of each such year to
enable the Parties, if necessary, to engage in good faith negotiations regarding
the proposed terms prior to the ninety (90) day notice period provided
herein.

     

    
      	
                                            3.  

            	
              EMPLOYEE'S
      DUTIES.

            


    

     

    3.1 As Chief
Executive Officer, MADDON will have broad management responsibilities for the
activities of the Corporation.  MADDON shall report directly and only
to the Board, and all senior executives of the Corporation shall report directly
or indirectly to MADDON.  As Chief Science Officer, MADDON's duties
shall include, without limitation, formulating the scientific strategies of the
Corporation in conjunction with the Scientific Advisory Boards, presenting such
strategies to the Board for review and, subject to approval of the Board,
directing the implementation of such strategies, as well as overseeing all
aspects of the Corporation’s scientific operations.

     


    
      
        
           

           

        

         


      

      
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    3.2 Except as
provided herein, MADDON will devote substantially all of his business time and
energies to the business and affairs of the Corporation during the
Term.  MADDON’s existing outside activities are listed in a letter
agreement between MADDON and the Compensation Committee, effective as of
December 31, 2007 (the “Letter Agreement”).  MADDON may continue the
activities listed in the Letter Agreement, which shall be periodically updated
to reflect any additional professional activities approved by the Compensation
Committee.  MADDON shall not, at any time during the Term, directly or
indirectly, enter the employ of, or render any service to, any person,
partnership, association, corporation or other entity other than the
Corporation, without prior consent of the Board.

     

    3.3 MADDON
will use his best efforts, skill and abilities to promote the Corporation's
interests and perform any duties that may be reasonably assigned to him by the
Board, consistent with his roles as Chief Executive Officer and Chief Science
Officer.

     

    3.4 MADDON
consents and agrees to cooperate with the Corporation to continue the Key-man
life insurance on MADDON's life and to increase such insurance to such amount
determined appropriate by the Board from time to time.

     

    3.5 The
Corporation shal1 use its best efforts to cause MADDON to be nominated to the
Board of Directors of the Corporation.

     


    
      
        
           

           

        

         


      

      
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      4.  

            	
              REMUNERATION.

            


    

     

    4.1 The
Corporation will pay MADDON, for all services to be rendered under this 2007
Agreement, an annual salary ("Salary"), payable in accordance with the normal
payroll policy of the Corporation, of Six Hundred Thousand Dollars ($600,000),
adjusted as hereinafter provided, for the Term.

     

    4.2 Each
January 1 during the Term of this 2007 Agreement, commencing on January 1, 2008,
the annual Salary then in effect shall be multiplied by 103% (or such higher
percentage as the Board shall determine in its sole discretion) and the product
shall be the adjusted Salary for the next succeeding twelve (12) month period
during the Term.

     

    4.3 During
each year of the Term of this 2007 Agreement, MADDON may receive an annual bonus
payment reflecting his contribution to the Corporation and the Corporation's
results in an amount the Compensation Committee determines appropriate in its
sole discretion, provided, that, such amount shall be determined under an annual
bonus plan that utilizes target bonuses (it being understood that such a plan
will be adopted prior to the end of 2007).  Such annual bonus shall be
determined on a calendar year basis and shall be paid between December and
February, consistent with the Corporation’s practice and schedule for the
payment of bonuses to other senior executives of the Corporation.

     


    
      
        
           

           

        

         


      

      
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    4.4 This 2007
Agreement will not be deemed abrogated or terminated if the Corporation, in its
discretion, determines to increase the Salary of MADDON for any period of time,
or if MADDON accepts an increase; but, except as specifically provided in this
2007 Agreement, the Corporation shall have no obligation to make any increase in
the Salary above the 103% minimum increase set forth in paragraph 4.2
above.  Any increase in MADDON's Salary by the Corporation shall be
incorporated into his annual Salary then in effect for purposes of future
payments of and adjustments to the Salary, and no reduction in his salary shall
be made without his written consent.

     

    
      	
                                           
      5.  

            	
              CORPORATION
      EQUITY.

            


    

     

    5.1 For any
options to purchase shares of Common Stock of the Corporation that were
outstanding as of June 29, 2003, all of which the Corporation
acknowledges are fully vested in MADDON and exercisable (except for 33,000
milestone based options which were granted on July 1, 2002 and which are subject
to vesting and becoming exercisable in the future) and are not subject to any
repurchase or other restrictions except pursuant to applicable securities and
other laws (the “Existing Options”), the relevant written stock option
agreements shall, except as set forth above, apply to all such Existing Options,
and nothing in this 2007 Agreement shall be construed or interpreted so as to
govern the grant, vesting or exercise of any Existing Options.

     

    5.2 Traditional Non-qualified
Options.  Since June 29, 2003, the Corporation has
granted to MADDON under the Corporation’s 1996 Stock Incentive Plan, as amended,
irrevocable options to purchase shares of the Corporation’s Common Stock (the
“Traditional Options”) in the form of Non-qualified options (“NQOs”) which vest
over time.

     


    
      
        
           

           

        

         


      

      
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    5.3 Milestone Based
Options.  In addition to the Traditional Options, since June
29, 2003 the Corporation has granted to MADDON under the Corporation's 1996
Stock Incentive Plan, as amended, irrevocable NQOs to purchase shares of the
Corporation's Common Stock (the "Milestone Based Options") which vest upon the
achievement of certain clinical, financial and operational milestones set forth
in the accompanying option award agreement.

     

    5.4 Restricted
Stock.  Since June 29, 2003 the Corporation has
granted MADDON under the Corporation’s 1996 Stock Incentive Plan, as amended,
irrevocable restricted shares of the Corporation’s Common Stock, some of which
vest over time (the “Traditional Restricted Stock”) and some of which vest upon
the achievement of certain clinical, financial and operational milestones set
forth in the accompanying award agreement (the “Milestone Based Restricted
Stock”, and collectively with the Traditional Restricted Stock and including
restricted shares of the Corporation hereafter granted to MADDON, the
“Restricted Stock”).

     

    5.5 Acceleration of Exercise
Schedule Upon a Change in Control.  All Traditional Options,
Milestone Based Options and options to purchase securities of the Corporation
hereafter granted to MADDON (whether in the form of or similar to Traditional or
Milestone Based Options or otherwise, and notwithstanding anything to the
contrary contained in any agreement or plan relating thereto) (collectively, the
“Options”) shall vest and become fully exercisable immediately upon any "Change
in Control".  All Restricted Stock shall vest and become free of
forfeiture conditions upon any “Change in Control.”  For purposes of
this 2007 Agreement, a "Change in Control" shall mean:

     


    
      
        
           

           

        

         


      

      
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    (i) a change
in the composition of the Board such that during any period of two (2)
consecutive years, individuals who at the beginning of such period constitute
the Board, and any new director (other than a director designated by a person
who has entered into an agreement with the Corporation to effect a transaction
described in clause (ii) or (iii) of this paragraph) whose election by the Board
or nomination for election by the Corporation’s stockholders was approved by a
vote of at least two-thirds of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute at
least a majority of the members thereof;

     

    (ii) the
approval by the stockholders of the Corporation of a merger, consolidation,
reorganization or similar corporate transaction, whether or not the Corporation
is the surviving corporation in such transaction, in which outstanding shares of
Common Stock are converted into (A) shares of stock of another company,
other than a conversion into shares of voting common stock of the successor
corporation (or a holding company thereof) representing more than 50% of the
voting power of all capital stock thereof outstanding immediately after the
merger or consolida­tion, or (B) other securities (of either the
Corpora­tion or another company) or cash or other property;

     

    (iii) any
“Person” (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (1) the Corporation, (2)
a trustee or other fiduciary holding securities under an employee benefit plan
of the Corporation, (3) an underwriter temporarily holding securities pursuant
to an offering of such securities or (4) a corporation owned, directly or
indirectly, by the shareholders of the Corporation in substantially the same
proportions as their ownership of stock of the Corporation) is or becomes the
“Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Corporation (not including in the securities
Beneficially Owned by such Person any securities acquired directly from the
Corporation) representing 30% or more of the voting power of all capital stock
thereof outstanding, excluding any Person who is an officer or director of the
Corporation or who becomes such a Beneficial Owner in connection with a
transaction described in subparagraph (ii) of this Section 5.5; or

     


    
      
        
           

           

        

         


      

      
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    (iv) the
approval by the stockholders of the Corporation of (A) the sale or other
disposition of all or substantially all of the assets of the Corpora­tion,
or (B) a complete liquidation or dissolution of the
Corporation.

     

    5.6 No
Options or Restricted Stock shall be subject to any limitations under any stock
plan or otherwise in the post-employment period during which such Options may be
exercised or Restricted Stock (whether or not restricted) may be outstanding,
except as provided in Section 8 hereof.

     

    5.7 Notwithstanding
the foregoing, in the event of a conflict between the provisions of any Option
or Restricted Stock agreement or plan relating thereto described in Sections 5.2
through 5.6 and this 2007 Agreement, the terms of this 2007 Agreement shall
prevail.

     

    
      	
                                            6.  

            	
              EMPLOYEE
      BENEFITS.

            


    

     

    6.1 During
the Term of this 2007 Agreement, MADDON shall be eligible to participate in all
employee benefit plans and programs of the Corporation in which other senior
executives of the Corporation are eligible to participate from time to time,
including, without limitation, any qualified or non-qualified pension, 401(k),
profit sharing and savings plans, any welfare benefit plans (including, without
limitation, medical, dental, vision and health plans and disability and group
life insurance coverages) (hereafter, collectively, the "Welfare Benefits"),
subject to and on a basis consistent with the terms, conditions and overall
administration of such plans and programs.  MADDON shall be entitled
to participate in such plans and programs on terms no less favorable to MADDON
than those on which senior executives of the Corporation generally
participate.  Without limiting the generality of the foregoing, the
Corporation shall provide MADDON with such long-term disability and life
insurance benefits as are made generally available to senior executives of the
Corporation.

     


    
      
        
           

           

        

         


      

      
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    6.2 During
the Term of this 2007 Agreement, MADDON shall be entitled to such fringe
benefits and perquisites as are made generally available to senior executives of
the Corporation from time to time.  Notwithstanding the foregoing, in
each calendar year of the Term MADDON shall accrue four weeks' paid
vacation.  In each calendar year, MADDON may carry over and use up to
four weeks of such vacation during the next calendar year.

     

    6.3 MADDON
acknowledges and agrees that the Corpora­tion does not guarantee the
adoption or continuance of any particular employee benefit plan or program or
other fringe benefit during the terms of this 2007 Agreement, and participation
by MADDON in any such plan or program shall be subject to the rules and
regulations applicable thereto.

     

    
      	
                                             7.  

            	
              REIMBURSEMENT OF
      EXPENSES.

            


    

     

    The
Corporation shall provide MADDON with reimbursement of all reasonable travel and
other business expenses and disbursements incurred by MADDON in the performance
of his duties under this 2007 Agreement, upon proper accounting in accordance
with the Corporation's normal practices and procedures for reimbursement of
business expenses.

     

    
      	
                                            8.  

            	
              TERMINATION.

            


    

     

    8.1 The Term
and this 2007 Agreement, except those provisions specified to survive
termination, shall termi­nate before the expiration date set forth above in
Section 2 on the occurrence of the earlier of the following:

     

    8.1.1 On the
dissolution of the Corpora­tion;

     


    
      
        
           

           

        

         


      

      
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    8.1.2 On the
death or disability of MADDON.  “Disability” shall mean MADDON is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
(12) months as determined by a licensed medical doctor who is reasonably
selected by the Corporation;

     

    8.1.3 On the
dismissal of MADDON for Cause.  For purposes of this 2007 Agreement,
“Cause” shall mean:

     

    (i)      the
continual failure to perform substantially his duties with the Corporation or
follow the reasonable instructions of the Board (other than any such failure(s)
resulting from incapacity due to physical or mental illness) after a demand in
writing is delivered to MADDON by the Board, specifying the claimed basis of
such failure(s) and providing MADDON with a sixty (60) day opportunity to
cure;

     

    (ii)     conviction
of a felony or a guilty or nolo contendere plea
with respect thereto;

     

    (iii)    habitual
drunkenness or habitual use of illegal narcotics;

     

    (iv)    excessive
absenteeism not related to sick leave or vacations (but only after sixty (60)
days prior written notice is received by MADDON from the Board) followed by a
repetition of such excessive absenteeism;

     

    (v)     continuous
conflict of interest after MADDON receives notice in writing from the
Board;

     

    (vi)    material
breach of any of the Corporation’s written policies that are material to the
business or reputation of the Corporation and applicable to senior executives of
the Corporation or any of the material provisions of this 2007 Agreement;
or

     


    
      
        
           

           

        

         


      

      
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    (vii)  
engagement in illegal conduct that is directly and materially injurious to the
Corporation; provided, however, that in addition to any and all notices
specified in this Section 8.1.3, any dismissal for Cause shown must be effected
by the Board after a Board meeting for which MADDON has at least ten (10) days
prior written notice and at which MADDON has the opportunity to have counsel
present to represent him in connection with the issues concerning such removal
for Cause;

     

    8.1.4 On the
dismissal of MADDON without cause (that is, for any reason the Corporation shall
determine other than for Cause shown or death or disability); and

     

    8.1.5 On the
resignation of MADDON.

     

    8.2.1 Upon termination of the Term and this 2007 Agreement at the
expiration of the Initial Term or any Renewal Term, the following shall
occur:

     

    a. If the
Corporation proposes for a successive additional one (1)-year period of
employment an equity grant that is not materially less than the sum of (i)
100,000 Milestone Based Options and (ii) if the Corporation is meeting its major
business objectives in a timely manner and MADDON is achieving a high standard
of performance, both as determined by the Compensation Committee in its sole
discretion, an additional 50,000 Milestone Based Options (or, in lieu of all or
a portion of such Options in (i) and (ii) above, a grant of Milestone Based
Restricted Stock based on a ratio of Restricted Stock to Options then utilized
by the Corporation, provided that the Compensation Committee first discusses the
ratio with MADDON), but MADDON rejects the Corporation’s proposal and either
party delivers to the other party a notice of non-renewal pursuant to Section 2
hereof, MADDON shall:

     


    
      
        
           

           

        

         


      

      
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    (i) be
entitled to receive any salary, expense reimbursements or other amounts from the
Corporation then due but unpaid (which in the case of the salary shall be
prorated to the date of termination) together with such annual bonus in respect
of the period from the end of the period in respect of which the last annual
bonus was paid to such date of termination, as the Compensation Committee
determines appropriate in its sole discretion as contemplated by
Section 4.3 (an "Ending Bonus"), and

     

    (ii) have
the right to exercise the Options and retain the Restricted Stock which are
vested as of the date such employment shall cease in accordance with the terms
thereof and hereof, and any Options and Restricted Stock not vested at the date
such employment shall cease shall be forfeited.

     

    For the
purposes hereof, (1) the number of Options specified above shall be adjusted by
the Compensation Committee in its reasonable discretion after consultation with
MADDON to reflect any stock split, reverse split, reorganization or
recapitalization affecting the Corporation’s outstanding securities, (2) any
Milestone Based Options granted after the date hereof shall have (i) a ten (10)
year exercise term and (ii) an exercise price equal to the fair market value of
the Corporation’s Common Stock on the date of grant and (3) any Milestone Based
Options and Milestone Based Restricted Stock granted after the date hereof shall
(i) have milestones set by the Compensation Committee in its reasonable
discretion after consultation with MADDON (with the milestones set in a manner
reasonably consistent with past practices of the Compensation
Committee),

     


    
      
        
           

           

        

         


      

      
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    (ii)
unless otherwise determined by the Compensation Committee in its sole
discretion, not provide for automatic vesting solely based on continued service
through a particular date and instead shall provide that when milestones are not
achieved by the relevant specified time, the portion of the awards that can no
longer vest shall be forfeited and (iii) have such other terms set by the
Compensation Committee in its sole discretion, reasonably consistent with past
practices of the Compensation Committee, and after consultation with
MADDON.

     

    b. If (x)
the Corporation does not propose within the timeframe specified in Section 2.3,
or proposes and subsequently withdraws (whether explicitly, by delivery of a
notice of non-renewal or otherwise), equity terms for a successive additional
one (1) year period of employment and either party delivers to the other party a
notice of non-renewal pursuant to Section 2 hereof or (y) the Corporation
proposes for a successive additional one (1) year period of employment an equity
grant that is materially less than the amount specified in Section 8.2.1(a) and
MADDON delivers to the Corporation a notice of non-renewal pursuant to Section 2
hereof (either (x) or (y) a "Specified Non-Renewal"), MADDON shall:

     

    (i) be
entitled to receive any salary, expense reimbursements or other amounts from the
Corporation then due but unpaid (which in the case of the salary shall be
prorated to the date of termination),

     


    
      
        
           

           

        

         


      

      
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    (ii) be
paid a lump sum amount equal to two times the sum of MADDON’s then-current
annual Salary plus the dollar value (based on the value on the date of grant) of
the average annual regular bonus paid to MADDON over the three (3) years
preceding the year in which such termination occurs (the "Average Bonus
Value"),

     

    (iii) for
a period of two (2) years following such termination, continue to receive all
Welfare Benefits (or the cash equivalent thereof, which shall be the same level
of Welfare Benefits as offered by the Corporation that can be obtained by MADDON
privately (hereafter, the "Welfare Cash Equivalent") in the discretion of the
Corporation) described in Section 6 hereof,

     

    (iv) be
fully vested with all of the Options and all Restricted Stock shall vest and be
free of forfeiture provisions, and

     

    (v) have
the right to exercise any Options in accordance with the terms thereof and
hereof.

     

    8.2.2 Upon
the dismissal of MADDON for Cause or on the resignation of MADDON other than for
Good Reason (as defined below), MADDON shall:

     

     (i) be
entitled to receive any salary, expense reimbursements or other amounts from the
Corporation then due but unpaid (which in the case of the salary shall be
prorated to the date of termination),

     

    (ii) have
the right to exercise any Milestone Based Options then vested in MADDON only for
a period of three (3) months after the date of termination,

     

    (iii) have
the right to exercise any other Options and retain any Restricted Stock then
vested in MADDON in accordance with the terms thereof and hereof,
and

     

    (iv) any
Options and Restricted Stock not vested at the date of termination shall be
forfeited.

     


    
      
        
           

           

        

         


      

      
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    8.2.3 Upon
the termination of the Term and this 2007 Agreement on the death or disability
of MADDON, MADDON's estate or MADDON, as the case may be, shall:

     

    (i) be
entitled to receive any salary, expense reimbursements or other amounts from the
Corporation then due but unpaid (which in the case of the salary shall be
prorated to the date of termination) together with an Ending Bonus,

     

    (ii) be
paid a lump sum amount equal to the sum of MADDON’s then-current annual Salary
plus the Average Bonus Value,

     

    (iii) for
a period of two (2) years following such termination, continue to receive all
Welfare Benefits (or the Welfare Cash Equivalent thereof, in the discretion of
the Corporation) described in Section 6 hereof,

     

    (iv) be
vested with all of the Traditional Options and all Traditional Restricted Stock
shall vest and be free of forfeiture provisions, 

     

    (v) have
the opportunity to vest in the Milestone Based Options and the Milestone Based
Restricted Stock based on the achievement of the stated milestone objectives
through the last date such awards can vest pursuant to their stated terms (but
for purposes of this clause (v), such awards shall not in any event vest solely
on the passage of time),

     

    (vi) have
the right to exercise any Traditional Options in accordance with the terms
thereof and hereof,

     

    (vii) have
the right to exercise any Milestone Based Options that are vested or that vest
in accordance with (v) above in accordance with the terms thereof and hereof,
and

     

    (viii) any
Milestone Based Options and any Milestone Based Restricted Stock that does not
vest in accordance with (v) above shall be forfeited.

     


    
      
        
           

           

        

         


      

      
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    8.2.4 Upon
termination of the Term and this 2007 Agreement on the dismissal of MADDON
without Cause during the Term hereof or on the resignation of MADDON for Good
Reason, MADDON shall:

     

    (i) be
entitled to receive any salary, expense reimbursements and other amounts from
the Corporation then due but unpaid (which in the case of the salary shall be
prorated to the date of termination) together with an Ending Bonus,

     

    (ii) be
paid a lump sum amount equal to two (2) times the sum of MADDON’s then-current
annual Salary plus the Average Bonus Value,

     

    (iii) for
a period of two (2) years following such termination, continue to receive all
Welfare Benefits (or the Welfare Cash Equivalent thereof, in the discretion of
the Corporation) described in Section 6 hereof,

     

    (iv) be
vested with all of the Options and all Restricted Stock shall vest and be free
of forfeiture provisions, and

     

    (v) have
the right to exercise any Options in accordance with the terms thereof and
hereof.

     

    Notwithstanding
the foregoing, in the event that (x) within two (2) years after a Change in
Control MADDON is dismissed without Cause or MADDON resigns for Good Reason or
(y) within three (3) months preceding a Change in Control MADDON is dismissed
without Cause, all of the terms of this Section 8.2.4 shall apply, except that
the lump sum payment in (ii) above shall be three (3) times (not two (2) times)
and the Welfare Benefits (or the Welfare Cash Equivalent thereof, in the
discretion of the Corporation) shall continue for three (3) years (not two (2)
years).

     


    
      
        
           

           

        

         


      

      
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    8.3 For
the purposes of this 2007 Agreement, "Good Reason" shall exist if there shall
occur (a) a material diminution during the Term in MADDON's position,
title, responsibilities, authority or reporting relationship from that provided
for in this 2007 Agreement (including his failure to be a director of the
Corporation other than by reason of his resignation or the election of an
Executive Chair or Chairs of the Corporation), (b) a material breach by the
Corpora­tion of its obligations under this 2007 Agreement, or (c) the
Corporation’s material adverse change to the directors and officers insurance
arrangement applicable to MADDON on June 30, 2007 or the terms of the
Indemnification Agreement entered into between the Corporation and MADDON dated
as of January 1, 2007.  Notwithstanding the foregoing, (i) if MADDON
does not notify the Corporation in writing that an event that would constitute
Good Reason has occurred within ninety (90) days after MADDON has knowledge of
such an event, the event will not constitute Good Reason, (ii) if the
Corporation remedies such event within thirty (30) days after the Corporation’s
receipt of such written notification, the event will not constitute Good Reason,
and (iii) if MADDON does not resign within twenty-four (24) months after MADDON
has knowledge that an event constituting Good Reason has occurred and has not
been remedied as aforesaid, any resignation based thereon shall be deemed not to
be for Good Reason.

     


    
      
        
           

           

        

         


      

      
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    8.4 All
lump sum payments to MADDON contemplated under any provision of Section 8 of
this 2007 Agreement shall be payable no later than ten (10) calendar days
following the event triggering the Corporation’s obligation to make such lump
sum payment.  All other payments from the Corporation to MADDON
pursuant to any provision of Section 8 of this 2007 Agreement shall be payable
in accordance with the Corporation’s policies and the terms of any applicable
Welfare Benefits or any other Corporation plan.

     

    8.5 The
Corporation agrees that if MADDON’s employment with the Corporation is
terminated during the Term for any reason whatsoever, MADDON is not required to
seek other employment or to attempt in any way to reduce any amounts payable to
him by the Corporation pursuant to this 2007 Agreement.  Furthermore,
the amount of any payment or benefit provided for in this 2007 Agreement shall
not be reduced by any compensation earned by MADDON or benefit provided to him
as the result of employment by another employer or otherwise.  In
addition, the amounts payable hereunder shall not be subject to setoff,
counterclaim, recoupment, defense or any other right which the Corporation may
have against MADDON or others, except upon obtaining by the Corporation of a
final nonappealable judgment against MADDON.

     


    
      
        
           

           

        

         


      

      
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    8.6 (a)
If it shall be determined that any amount paid, distributed or treated as paid
or distributed by the Corporation (or by any individual, entity or group
effecting a change in ownership or control of the Corporation within the meaning
of Code Section 280G) to or for the benefit of MADDON (whether paid or payable
or distributed or distributable pursuant to the terms of this 2007 Agreement or
otherwise, including but not limited to payments in an employment agreement or
otherwise to MADDON), but determined without regard to any additional payments
required under this provision (the “Payment”), would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code (the “Code”) or any
similar or successor tax that may hereafter be imposed by the Code or any
similar state or local tax provision or any interest or penalties are incurred
by MADDON with respect to such excise tax (such excise tax, together with any
such interest and penalties, hereafter collectively referred to as the “Excise
Tax”), then MADDON shall be entitled to receive an additional payment (a
“Gross-Up Payment”) in an amount such that after payment by MADDON of all
federal, state and local taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income and employment
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax, imposed upon the Gross-Up Payment, MADDON retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.

     


    
      
        
           

           

        

         


      

      
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    Notwithstanding
the foregoing, if it shall be determined that MADDON is entitled to a Gross-Up
Payment, but if the Payment (other than that portion valued under Q&A 24(c)
of the final regulations under Section 280G of the Code (the “Stock Vesting
Value”)) (the “Cash Payment”) is reduced by the minimum amount necessary such
that the receipt of the Payment would not give rise to any excise tax (the
“Reduced Payment”) and the Reduced Payment (other than the Stock Vesting Value)
would not be less than 90% of the Cash Payment, then no Gross-Up Payment shall
be made to MADDON and the Cash Payment, in the aggregate, shall be reduced to
the Reduced Payment.  If the Reduced Payment is to be effective,
payments shall be reduced as mutually agreed between the Corporation and
MADDON.

     

    (b) Subject to the provisions of
subsection (c) hereof, all determinations required to be made under this Section
8.6, including whether and when a Gross-Up Payment is required and the
assumptions to be utilized in arriving at such determination, and whether the
Payment shall be reduced in the event and manner provided herein, shall be made
by a nationally recognized accounting firm (the “Accounting Firm”) which shall
provide detailed supporting calculations both to the Corporation and to MADDON
within fifteen (15) business days of the receipt of notice from MADDON that
there has been a Payment, or such earlier time as is reasonably requested by the
Corporation (collectively, the “Determination”).  All fees and
expenses of the Accounting Firm shall be borne solely by the
Corporation.  The Accounting Firm shall be selected by the
Corporation, subject to the consent of MADDON which consent shall not be
unreasonably withheld.

     


    
      
        
           

           

        

         


      

      
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    The
Accounting Firm shall not be an accounting firm serving as accountant or auditor
for any individual, entity or group effecting the change in ownership or control
of the Corporation.  Any Gross-Up Payment determined pursuant to this
Section 8.6 shall be paid by the Corporation to MADDON within five (5) days of
the receipt of the Determination.  If the Accounting Firm determines
that no Excise Taxes are payable by MADDON or that the Payment should be reduced
as prescribed herein, it shall furnish MADDON with its written opinion that
failure to report the Excise Tax on MADDON’s applicable federal income tax
return would not result in the imposition of a negligence or similar penalty, or
the basis for determining that the Payment should be reduced as provided
herein.  The Determination by the Accounting Firm shall be binding
upon the Corporation and MADDON.  As a result of any uncertainty in
the application of Section 4999 of the Code at the time of the Determination, it
is possible that Gross-Up Payments which will not have been made by the
Corporation should have been made (“Underpayment”) consistent with the
calculations required to be made hereunder.  In the event that the
Corporation exhausts its remedies pursuant to this Section 8.6 or otherwise
determines to make the Payment contemplated hereunder and MADDON thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayments shall be promptly paid by the Corporation to or for the benefit of
MADDON.

     


    
      
        
           

           

        

         


      

      
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    (c)  MADDON shall notify the
Corporation in writing of any claim by the Internal Revenue Service that, if
successful, would require payment by the Corporation of the Gross-Up
Payment.  Such notification shall be given as soon as practicable but
no later than ten (10) business days after MADDON is informed in writing of such
claim and shall apprise the Corporation of the nature of such claim and the date
on which such claim is requested to be paid. MADDON shall not pay such claim
prior to the expiration of the thirty (30) day period following the date on
which MADDON gives such notice to the Corporation (or such shorter period ending
on the date that any payment of taxes with respect to such claim is
due).  If the Corporation notifies MADDON in writing prior to the
expiration of such period that it desires to contest such claim, MADDON
shall:  (i)give the Corporation any information reasonably requested
by the Corporation relating to such claim; (ii) take such action in connection
with contesting such claim as the Corporation shall reasonably request in
writing from time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney reasonably selected by
the Corporation; (iii) cooperate with the Corporation in good faith in order to
effectively contest such claim; and (iv) permit the Corporation to participate
in any proceeding relating to such claim; provided, however, that the
Corporation shall bear and pay directly all costs and expenses (including
attorney’s fees and any additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold MADDON
harmless,

     


    
      
        
           

           

        

         


      

      
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    on an
after-tax basis, for any Excise Tax or income or employment tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses, and provided further that if
the Corporation directs MADDON to pay such claim and sue for a refund, the
Corporation shall advance the amount of such payment to MADDON, on an
interest-free basis, and shall indemnify and hold MADDON harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and provided further
that any extension of the statute of limitations relating to payment of taxes
for MADDON’s taxable year with respect to which such contested amount is claimed
to be due is limited solely to such contested amount.  Furthermore,
the Corporation’s control of the contest shall be limited to issues with respect
to which a Gross-Up Payment would be payable hereunder and MADDON shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority, so long as such action
does not have a material adverse effect on the contest being pursued by the
Corporation.

     

    (d)  If, after the receipt by
MADDON of an amount advanced by the Corporation pursuant to this Section 8.6,
MADDON becomes entitled to receive, and receives, any refund with respect to
such claim (including by reason of a redetermination of the value of any
accelerated vesting of stock options held by MADDON pursuant to Treasury Reg.
Section 1.280G-1 Q/A 33), MADDON shall (subject to the Corporation’s complying
with the requirements of this Section 8.6), promptly pay to the Corporation the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto).

     


    
      
        
           

           

        

         


      

      
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    If, after
the receipt by MADDON of an amount advanced by the Corporation pursuant to this
Section 8.6, a determination is made that MADDON shall not be entitled to any
refund with respect to such claim and the Corporation does not notify MADDON in
writing of its intent to contest such denial of refund prior to the expiration
of thirty (30) days after such determination, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up Payment required to
be paid.

     

    (e)  The respective
obligations and rights of the Corporation and MADDON under this Section 8.6
shall survive any termination of MADDON’s employment and the termination of this
2007 Agreement.

     

    
      	
                                            9.  

            	
              COVENANT
      NOT TO COMPETE AND NON-DISCLOSURE OF CONFIDENTIAL
    INFORMATION.

            


    

     

    9.1 During or
after the Term of this 2007 Agreement and/or MADDON's employment by the
Corporation, MADDON shall not without the Corporation's prior written consent
use or disclose any "Proprietary Information" (as defined in
Section 10.1.1) or any other confidential information relat­ing to the
Corporation (including, but not limited to, data on which patents have been
applied for or issued or other proprietary intellectual property, customer
lists, finan­cial information, sales and marketing data), or its business,
obtained during the course of his employment.

     

    9.2 MADDON
shall not during the Term hereof and for a period of one (1) year after the
expiration or earlier termination of the Term, directly or indirectly, own,
manage, operate, or control, any business in competi­tion with or
substantially similar to the type of business conducted by the
Corporation,

     


    
      
        
           

           

        

         


      

      
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    and will
not render services, directly or indirectly, to any "Conflicting Organization"
(as herein­after defined), provided, however, that the period shall only run
for six (6) months (not one (1) year) if the termination of employment occurs
within two (2) years after, or three (3) months before, a Change in
Control.  The foregoing shall not apply to the ownership by MADDON of
less than one percent (1%) of the securities of a publicly traded
organization.  "Conflicting Organization" means any person or
organization engaged in or about to become engaged in servicing, production,
marketing or selling of, a "Conflicting Product" (as hereinafter defined);
provided, however, the foregoing shall not prohibit MADDON from working for a
division or other business unit of an organization involved with a Conflicting
Product provided such division or business unit is not itself involved with a
Conflicting Product.  "Conflicting Product" means any product,
process, or service, in existence or under development, of any person or
organization other than the Corporation that is substantially similar to or
competes with a product, process, or service of the Corporation, in existence or
under development at the time of termination.  In the event that (i)
the Corporation terminates MADDON’s employment under this 2007 Agreement without
Cause during the term hereof, (ii) MADDON terminates his employment for Good
Reason, or (iii) there is a Specified Non-Renewal, MADDON’s obligation under the
foregoing with respect to non-competition with the Corporation for a period of
one (1) year after such termination shall no longer be applicable.

     


    
      
        
           

           

        

         


      

      
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    9.3 During
and for a period of one (1) year after the Term of this 2007 Agreement and/or
MADDON's employment by the Corporation, MADDON shall not solicit or induce any
employees of the Corporation to leave the Corporation to work for any entity or
person engaged in the same business as the Corporation, either directly or
indirectly.

     

    
      	
                                           
      10.  

            	
              PROPRIETARY
      INFORMATION.

            


    

     

    10.1 MADDON
understands that the Corporation possesses and will continue to possess
"Proprietary Information" (as defined below) and/or "Inventions" (as defined
below) that have been created, discovered, or developed, or have otherwise
become known to the Corporation.

     

    10.1.1 For
purposes of this 2007 Agreement, particularly for this Section 10,
"Proprietary Information" shall include, but not be limited to, trade secrets,
processes, formulae, data and know-how, improvements, "Inventions" (as defined
below), techniques, marketing plans, strategies, forecasts and customer lists,
including without limitation, information created, discovered, developed or made
known by MADDON and within the scope of this 2007 Agreement or to MADDON during
the period of or arising out of his retention by the Corporation, and/or in
which property rights have been assigned or otherwise conveyed to the
Corporation, which information has commercial value in the business in which the
Corporation is engaged.  “Proprietary Information” shall not include
information that is now known by or is or becomes available to the public or
otherwise is or becomes generally known in the trade or industry, other than
through the breach of this 2007 Agreement by MADDON.

     


    
      
        
           

           

        

         


      

      
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    10.1.2 For
purposes of this 2007 Agreement, particularly for this Section 10,
"Inventions" shall mean any improvements, inventions, formulae, processes,
tech­niques, know-how and data, whether or not patentable, made or conceived
or reduced to practice or learned by MADDON, either alone or jointly with
others, during the period of his employment (whether or not during normal
working hours), together with all patent applications, patents, copyrights and
reissues thereof that may at any time be granted for or upon any such
improvements, inventions, formulae, processes, techniques, know-how or data,
and/or during the twelve (12) months immediately following termination of his
employment which:

     

    a. are
within the scope of the duties to be performed by MADDON under this 2007
Agreement and are related to or useful in the business of the Corporation,
or

     

    b. result
from tasks assigned to MADDON by the Corporation, or

     

    c. are
funded by the Corporation, or

     

    d. result
from use of premises owned, leased or contracted for by the
Corporation.

     

                 
10.2 In
consideration of his employment by the Corporation and the compensation received
by MADDON from the Corporation, MADDON agrees as follows:

     

    10.2.1 All
Proprietary Information including, but not limited to, all "Inventions" as
defined above, shall be the sole property of the Corporation and its assigns and
MADDON assigns to the Corporation any rights he may have or acquire in all
Proprietary Information.

     


    
      
        
           

           

        

         


      

      
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    10.2.2 All
documents, data, records, apparatus, equipment, and other physical property,
whether or not pertaining to Proprietary Information, furnished to MADDON by the
Corporation or produced by MADDON or others in connection with his employment,
shall be and remain the sole property of the Corporation and shall be returned
promptly to the Corporation as and when requested by the
Corporation.  At the Corporation’s request, MADDON shall return and
deliver all such property upon termination of his employment with the
Corporation for any reason and MADDON will not take with him any such property
or any reproduction of such property upon such termination but this shall not
apply to MADDON's personal diaries and papers provided same do not contain
information relating to Proprietary Information or Inventions.

     

    10.2.3 MADDON
will promptly disclose all Inventions to the Corporation, or any persons
designated by it.  Such disclosures shall continue for one (1) year
after termination of this 2007 Agreement with respect to anything that would be
an Invention if made, conceived, reduced to practice or learned during the
Term.

     

    10.2.4 The
Inventions shall become and remain the property of the Corporation, whether or
not patent applications are filed thereon.  Upon request and at the
expense of the Corporation, MADDON shall make application through the patent
attorneys or agents of the Corporation for letters patent of the United States
and any and all other countries at the reasonable discretion of the Corporation
on the Inventions and to assign all such applications to the Corporation or its
order immediately, all without additional payment, during MADDON's period of
employment by the Corporation and for one (1) year after the termination of
employment.

     


    
      
        
           

           

        

         


      

      
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    MADDON
shall give the Corporation, its attorneys and agents all reasonable assistance
in preparing and prosecuting such applications and, on request of the
Corporation, MADDON shall execute all papers and do all things, at the
Corporation’s sole expense, that may be reasonably necessary to protect the
rights of the Corporation and vest in it or its assigns the inventions,
applications, and letters patent herein contemplated.

     

    
      	
                                            11.  

            	
              RETURN OF
      DOCUMENTS.

            


    

     

    On the
expiration or earlier termination of the Term or MADDON's resignation, discharge
or earlier departure from the Corporation, MADDON shall promptly surrender to
the Corporation all of the Corporation's books, records, documents and customer
lists and/or other of the Corporation's materials or records he may have in his
possession, including but not limited to the materials described in
Section 10.2.2.

     

    
      	
                                           
      12.  

            	
              INDEMNIFICATION AND
      INSURANCE.

            


    

     

    The
Corporation shall provide MADDON with the same indemnification provisions and
directors and officers insurance as that which is provided to other directors
and senior executives of the Corporation.  Notwithstanding anything in
this 2007 Agreement to the contrary, the Indemnification Agreement entered into
between the Corporation and MADDON dated as of January 1, 2007 shall remain in
full force and effect.

     

    
      	
                                            13.  

            	
              REMEDIES.

            


    

     

    13.1 MADDON
agrees that his services are of a special, unique and extraordinary character,
that it would be extremely difficult to replace such services, and that, in the
event of a breach or threatened breach of any of the pro­visions of this
2007 Agreement, the Corporation will not have an adequate remedy at
law.

     


    
      
        
           

        

         


      

      
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    Accordingly,
the Corporation shall be entitled to enforce such provisions by means of
injunctive relief as may be available to restrain MADDON and any business, firm,
partnership, individual, corpora­tion or entity participating in such breach
or threatened breach from the violation of the provisions hereof, without
thereby waiving any other legal or equitable remedies available to the
Corporation.  Likewise, MADDON shall be entitled to enforce the
provisions of this 2007 Agreement by means of injunctive relief as may be
available to restrain the Corporation from the violation or threatened violation
of the provisions hereof, without thereby waiving any other legal or equitable
remedies available to him.

     

    13.2 If any of
the covenants contained in this 2007 Agreement or any part thereof is held to be
unenforceable because of the duration thereof or the area or scope covered
thereby, the parties hereby agree that the court making such determination shall
have the power to reduce the duration, area and/or scope of such covenant so
that in its reduced form, the covenant shall be enforceable.

     

    
      	
                                            14.  

            	
              TRANSFER AND
      ASSIGNMENT.

            


    

     

    This 2007
Agreement shall be binding upon and inure to the benefit of (i) MADDON, his
legal representatives, heirs, and distributees, and (ii) the Corporation, its
successors, affiliates and assigns.  The term "Corporation" as used in
this 2007 Agreement will include all such successors, affiliates and
assigns.

     


    
      
        
           

        

         


      

      
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                                            15.  

            	
              MODIFICATIONS.

            


    

     

    This 2007
Agreement (including the option and Restricted Stock agreements and
Indemnification Agreement referenced herein) contains the entire agreement of
the Parties and the Parties have made no other agreements, representations or
warranties relating to the subject matter of this 2007 Agreement.  No
modification, amendment or waiver of all or any part of this 2007 Agreement will
be valid unless made in writing and signed by the Parties.

     

    
      	
                                           
      16.  

            	
              NOTICES.

            


    

     

    Any
notices required or permitted to be given under this 2007 Agreement must be in
writing, by certified mail, return receipt requested to the Parties, at their
respective addresses shown in the records of the Corporation.

     

    
      	
                                            17.  

            	
              ADVERSE PUBLIC
      STATEMENTS AND DISCLOSURES.

            


    

     

    The
Parties hereto agree that at no time during or subsequent to the Term of this
2007 Agreement will either party directly or indirectly make or facilitate the
making of any adverse public statements or disclosures with respect to the other
(including, with respect to the Corporation, regarding its business or
securities or its Board, management or other personnel), except such truthful
statements as may be required pursuant to statute, legal proceeding or other
enforcement or regulatory proceeding, process or requirement.

     


    
      
        
           

        

         


      

      
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      18.  

            	
              WAIVER AND
      BREACH.

            


    

     

    The
waiver or breach of any term or condition of this 2007 Agreement will not be
deemed to constitute the waiver of any other breach of the same or any other
term or condition.

     

    
      	
                                            19.  

            	
              GOVERNING LAW AND JURY
      TRIAL WAIVER.

            


    

     

    THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY
WITHIN THAT STATE.  THE PARTIES AGREE THAT THE COURTS OF THE STATE OF
NEW YORK AND THE UNITED STATES COURTS HAVING JURISDICTION THEREIN SHALL HAVE
EXCLUSIVE JURISDICTION OF ALL ACTIONS ARISING OUT OF OR RELATING IN ANY WAY TO
THIS 2007 AGREEMENT OR ANY BREACH THEREOF, AGREE TO WAIVE TRIAL BY JURY AND
EXPRESSLY CONSENT TO PERSONAL JURISDICTION IN THE COURTS OF THE STATE OF NEW
YORK AND SUCH UNITED STATES COURTS.

     

    
      	
                                           20.  

            	
              SEVERABILITY.

            


    

     

    In the
event that any provision or portion of this 2007 Agreement shall be determined
to be invalid or unenforceable for any reason, in whole or in part, the
remaining provisions of this 2007 Agreement shall be unaffected thereby and
shall remain in full force and effect to the fullest extent permissible by law
and in accordance with the original intent of the Parties.

     


    
      
        
           

        

         


      

      
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                                           21.  

            	
              EMPLOYMENT AGREEMENT
      DATED AS OF DECEMBER 31, 2003
  SUPERSEDED.

            


    

     

    Effective
as of July 1, 2007, this 2007 Agreement supersedes the Employment Agreement
between MADDON and the Corporation dated as of December 31, 2003,
which superseded the Employment Agreement between MADDON and the Corporation
dated as of December 22, 1998, which in turn superseded the Employment
Agreement between MADDON and the Corporation dated as of December 15,
1993.

     

    
      	
                                          
      22.  

            	
              SECTION 409A OF THE
      INTERNAL REVENUE CODE.

            


    

     

    The 2007
Employment Agreement is intended to comply with the requirements of Section 409A
of the Internal Revenue Code and the regulations promulgated thereunder
(“Section 409A”), and MADDON and the Corporation agree to interpret this 2007
Agreement in a manner consistent with Section 409A so as not to subject MADDON
to the payment of interest or any additional tax under Section
409A.  In the event MADDON is a “specified employee” under
Section 409A of the Code at the time any severance payment or benefit is
due under this 2007 Agreement and any such severance payment or benefit is
“deferred compensation” under Section 409A of the Code, then any such
severance payments and benefits will be delayed until six (6) months and one (1)
day from termination of employment or until such earlier date as such payment or
benefit may be made without such penalty thereunder.

     

                    PROGENICS
PHARMACEUTICALS, INC.

     

     

                    By: /s/
Robert A. McKinney

                Robert
A. McKinney

                                          


                                                       /s/ Paul J. Maddon

    

                       PAUL J. MADDON