ex10-3.htm


    Exhibit 10.3

    


    

    
 

     

    NON-STATUTORY STOCK OPTION
AGREEMENT

    


    THIS
AGREEMENT is made as of January
19, 2009, between AngioDynamics, Inc., ("Company") and  Jan
Keltjens ("Optionee"). Terms used herein have the same meaning as in the
Company's 2004 Stock and Incentive Award Plan, as amended ("Plan").

    


    
      
        	
                 
      

              	
                 1.

              	
                The
      Company hereby grants to Optionee a Non-Statutory Stock Option to purchase
      200,000 shares
      (the “Shares”) of Common Stock pursuant and subject to the terms of the
      Plan, a copy of which has been delivered to Optionee and which is
      incorporated herein by reference.

              
	 	 	 
	 	 2.	The
      option price per Share shall be $11.16.
	 	 	 
	 	 3.	The
      Option shall expire on January 19, 2016 unless earlier
    terminated.


      

    

           

    
      	
               
      

            	
               4.

            	
              In
      the event Optionee becomes employed by, associated in any way with, or the
      beneficial owner of more than 1% of the equity of any business which
      competes, directly or indirectly, with the Company's business in any
      geographical area where the Company then does business, the Option shall
      immediately expire and Optionee shall have no rights
      hereunder.

            


    

    


    
      	
               
      

            	
               5.

            	
              Except
      as provided hereinafter and in the Plan, the Option shall become
      exercisable as to the Shares covered hereby, at a cumulative rate of 25% on each of the first
      four anniversaries
      of the date of this Agreement, provided that the Optionee has remained in
      the continuous employ of the Company from the date of this Agreement. For
      purposes of this Agreement, service as a consultant or director of the
      Company shall be deemed to be employment by the
  Company.

            


    

    


    Notwithstanding
the foregoing, the Option shall be exercisable as to all Shares covered hereby
upon a “Change in Control” (if the Option has not expired under Section 3 or
4).


     

    The
Option may be exercised in accordance with the Plan prior to the expiration date
(or earlier termination or cancellation date under Section 3 or 4) at any time,
and may be exercised in whole or in part as to the Shares then available for
purchase.  This Option may be exercised only to acquire whole
shares.  No fractional shares shall be issued, and an exercise that
would otherwise result in the issuance of fractional shares shall be disregarded
to the extent of the fraction.

     

    
      
        
        

      

      
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               6.

            	
              The
      Option shall not be transferable otherwise than by will or by the laws of
      descent and distribution and during the lifetime of Optionee shall be
      exercisable only by Optionee.

            


    

    


    
      	
               
      

            	
               7.

            	
              In
      the event Optionee ceases to be employed by the Company for any reason
      other than death or disability, the Option may be exercised (if it has not
      expired under Sections 3 or 4 and is exercisable under Section 5), to the
      extent the Optionee is entitled to do so on the date of termination, only
      during the period ending three months from the date of such
      cessation.

            


    

    


    Notwithstanding
the foregoing, in the event the Optionee’s employment is terminated by the
Company for cause, the Option shall terminate at the time of such
termination.

    


    
      	
               
      

            	
               8.

            	
              In
      the event Optionee ceases to be employed by the Company by reason of death
      or disability, the Option may be fully exercised as to all Shares covered
      hereby (if it has not expired under Sections 3 or 4 but regardless of
      whether it is exercisable under Section 5) only during the period ending
      one year from the date of such
cessation.

            


    

    


    
      	
               
      

            	
               9.

            	
              Nothing
      herein or in the Plan shall confer upon any employee of the Company any
      right to continue in the employment of the
  Company.

            


    

    


    
      	
               
      

            	
              10.

            	
              The
      Option and the Plan are subject to adjustments, modifications and
      amendments as provided in the Plan.

            


    

    


    
      	
               
      

            	
              11.

            	
              Subject
      to the Plan, this Agreement shall bind and inure to the benefit of the
      Company, Optionee and their respective successors, permitted assigns and
      personal representatives.

            


    

    


    
      	
               
      

            	
              12.

            	
              This
      Agreement will be governed by and construed under the laws of
      Delaware.

            


    

    


    
      	
               
      

            	
              13.

            	
              Any
      disputes, claims or interpretive issues arising hereunder shall be
      resolved by the Committee in its sole and absolute discretion, and the
      Committee's determinations shall be final and
    incontestable.

            


    

     

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective
from the date first above written.

    


    
      
        
          	 
      	
                  ANGIODYNAMICS,
      INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Vincent A. Bucci

                
	 
      	 
      	
                  Vincent
      Bucci

                
	 
      	 
      	
                  Chairman
      of the Board of Directors

                
	 
      	 
      	 
      
	 
      	
                  BY:

                	
                  /s/
      Jan Keltjens

                
	 
      	 
      	
                  Jan
      Keltjens

                


        

      

    

     

     

     

     

     

     

     

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