ex10-1.htm


    Exhibit 10.1

    


    


     

    January
19, 2009

    


    Mr.
Jan Keltjens

    


    Dear
Jan:

    


    On
behalf of AngioDynamics, Inc. (the “Company”), I am
pleased to offer you the position of President & Chief
Executive Officer.  We look forward to your future success in
this position and are excited about the skills, experience, and leadership you
bring to the organization.

    


    The
terms of your new position with the Company are as set forth below:

    


    
      	
              1.

            	
              Position

            
	 
      	 
      
	 
      	
              You
      will become President & Chief
      Executive Officer, working out of corporate headquarters currently
      located in Queensbury, NY.  In this role you will report
      directly to the Board of Directors of the Company.

            
	 
      	 
      
	
              2.

            	
              Start
      Date

            
	 
      	 
      
	 
      	
              Subject
      to fulfillment of any conditions imposed by this letter agreement, you
      will commence this position with the Company on March 1, 2009, or such
      earlier date as agreed upon by you and the Company.

            
	 
      	 
      
	
              3.

            	
              Cash
      Compensation

            
	 
      	 
      
	 
      	
              Base
      Salary:  You will be paid a gross salary at an annual
      rate of $425,000 US Dollars.  Your salary will be payable each
      month in accordance with the Company’s standard payroll policies and
      procedures.

            
	 
      	 
      
	 
      	
              Short Term Cash Incentive
      Opportunity: As an AngioDynamics, Inc. employee in the capacity of
      President &
      Chief Executive Officer you shall participate in the AngioDynamics
      Senior Executive Incentive Compensation Program, with a target bonus of
      70% of your gross annual salary. The base target bonus potential is based
      on the company’s ability to successfully meet its annual goals and your
      completion of individually assigned objectives. You will be eligible to
      achieve a bonus potential of 150% of the target bonus, up to 105% of your
      gross annual salary, should you and the Company exceed objectives, as
      outlined in the Senior Executive Incentive Compensation Program. For the
      Company’s fiscal year ending May 31, 2009, you will be eligible to receive
      this bonus on a pro-rated basis.  The annual goals and the
      target bonus amounts shall be pro-rated based upon the number of days of
      employment and in no event shall the bonus for the fiscal year ending May
      31, 2009 be less than 17 1⁄2 % of gross annual
  salary.

            


    

     

    
      
        
        

      

      
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              4.

            	
              Long Term
      Incentives

            
	 
      	 
      
	 
      	
              New Hire Non-Qualified
      Options: You will be eligible for a new hire stock option grant to
      purchase 200,000 shares of Company stock pursuant to the Company’s stock
      and incentive award plan. All such options will be subject to your
      commencing and continuing employment and will vest 25% per year on the
      first four anniversaries of the grant date. The strike price of the
      options will be the fair market value of the Company’s stock as of the
      date of grant, determined as set forth in the Company’s stock and
      incentive award plan. The option grant will be subject to the terms and
      conditions of a separate grant agreement.

            
	 
      	 
      
	 
      	
              Restricted Stock: You
      will be entitled to receive 90,000 shares of the common stock of the
      Company, subject to the terms and conditions (including forfeiture
      provisions) of a Restricted Stock Agreement being executed concurrently
      with this Agreement, which will vest 25% per year on the first four
      anniversaries of the grant date.

            
	 
      	 
      
	 
      	
              Annual Equity
      Awards:  In addition to the stock option purchase
      opportunity outlined above and the restricted stock, you will be eligible,
      after the Company’s fiscal year ending May 31, 2009,  for
      participation in our annual award program, which includes the grant of a
      combination of non-qualified options and performance share awards.
      Although the actual number may vary based on actual performance, the
      target number of shares granted is between 30,000 – 35,000 options and
      25,000 and 30,000 performance shares consistent with the Company’s
      currently established program governing these awards.  Specific
      metrics that determine the actual number of shares granted annually will
      be subject to the limits contained in the Company’s 2004 Stock and
      Incentive Award Plan, as amended, and will be reviewed with
      you.

            
	 
      	 
      
	
              5.

            	
              Benefits

            
	 
      	 
      
	 
      	
              AngioDynamics
      provides benefits for exempt employees, effective upon date of hire. These
      benefits include, but are not limited to, the
  following:

            


    

    


    
      	 
      	
              o

            	
              Medical,
      Dental, Prescription, & Vision insurance

            
	 
      	
              o

            	
              Standard
      and Voluntary Life Insurance

            
	 
      	
              o

            	
              Statutory
      Short Term & Voluntary Short Term Disability
  Insurance

            
	 
      	
              o

            	
              Long
      Term Disability Insurance

            
	 
      	
              o

            	
              401(k)
      retirement account with employer match and profit sharing contributions
      –

            
	 
      	 
      	
              §

            	
              You
      will be eligible to participate in the Company’s employee-contribution
      401K Retirement Plan beginning on the first Monday of the month following
      your date of hire.

            
	 
      	
              o

            	
              Tuition
      Assistance Program

            
	 
      	
              o

            	
              Paid
      Time Off

            
	 
      	 
      	
              §

            	
              You
      will be eligible to accrue up to 20 days of paid vacation per calendar
      year, pro-rated for the remainder of this calendar year. Vacation accrues
      as follows: 13.33 hours accrue per pay period from your Start
      Date.

            
	 
      	
              o

            	
              Health
      & Dependent Care Reimbursement Accounts

            
	 
      	
              o

            	
              Employee
      Stock Purchase Program

            
	 
      	 
      	
              §

            	
              You
      will be eligible to participate in the Company’s Employee Stock Purchase
      Plan beginning on the first March 1 or September 1 following commencement
      of your employment, as long as you have met the 30 day service
      requirement.

            
	 
      	
              o

            	
              Executive
      Automobile Allowance:

            
	 
      	 
      	
              §

            	
              You
      will be eligible for an executive car allowance of $1,250 per month (less
      applicable taxes).

            
	 
      	
              o

            	
              You
      will receive a stipend for financial planning and tax advice of $10,000
      per year.

            


    

     

    
      
        
        

      

      
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              o

            	
              The
      Company will provide you with a tax gross-up benefit for the benefit of
      your $1,250 a month auto allowance and for the benefit of the yearly
      stipend for financial planning and tax advice.  All tax-gross up
      payments under this agreement shall be paid no later than the end of your
      taxable year next following your taxable year in which you paid the
      related taxes.

            


    

     

    
      	 
      	
              Your
      participation in these and any other Company benefit plans are subject to
      the terms and conditions of such plans, as they may be amended from time
      to time.

            
	 
      	 
      
	
              6.

            	
              Relocation
      Expenses:  The basic provisions of your relocation
      agreement are as outlined below.

            


    

    


    
      	 
      	
              o

            	
              Househunting
      Trips: Up to 2 trips total of 8 days.

            
	 
      	
              o

            	
              Temporary
      Living:  Up to 180 days (lodging & per
  diem)

            
	 
      	
              o

            	
              Managed
      Household Goods Move: Includes packing, transportation, insurance, and
      shipment of up to 2 autos with up to 30-day storage. (No cap on
      pounds)

            
	 
      	
              o

            	
              Return
      Trips Home: 4 trips

            
	 
      	
              o

            	
              Sales
      of Old Home: Payment of realtor fees up to 6% of the final selling price
      plus customary closing costs

            
	 
      	
              o

            	
              Purchase
      of New Home: Customary closing costs, up to $2000

            
	 
      	
              o

            	
              Spouse
      Re-employment: Spouse Assistance not to exceed $1,500.

            
	 
      	
              o

            	
              If
      the Board moves the Company’s headquarters out of the Queensbury, NY area
      within 18 months of the date of your hire, the Company will reimburse you
      for any losses you sustain that are directly related to selling your home
      in the Queensbury, NY area (you will use your best efforts to minimize any
      such losses).

            
	 
      	 
      	 
      
	 
      	
              More
      details will be provided in your relocation
  agreement.

            


    

    


    
      	
              7.

            	
              At-Will
      Employment: Your employment with the Company will be on an “at
      will” basis, meaning that either you or the Company may terminate your
      employment at any time for any reason or no reason, without further
      obligation or liability, other than as provided in this
      agreement.

            
	 
      	 
      
	
              8.

            	
              Severance
      Benefits:  In no way limiting the Company’s policy of
      employment at-will, if your employment is terminated by the Company other
      than (A) in connection with a Change in Control (in which case your
      severance will be treated in accordance with Section 9 below) or (B) as a
      result of your: (i) death, (ii) disability, (iii) violation of securities
      laws or regulations, (iv) willful violation of a Company policy which is
      likely to cause material damage to the Company and which is not rectified
      within thirty (30) days after notice to you or (v) conviction of a felony
      under the laws of the state of New York or the United States for any act
      of theft, fraud, embezzlement or dishonesty, the Company will offer
      certain severance benefits to you.  As a condition to your
      receipt of such benefits, you are required to comply with your continuing
      obligations (including the return of any Company property), resign from
      all positions you hold with the Company, and execute the Company’s
      standard form of release agreement releasing any claims you may have
      against the Company.

            


    

    


    
      	 
      	
              a.

            	
              Cash
      Payments.  The Company will provide you with severance
      equal to two (2) times your then-current regular base salary and two (2)
      times your bonus for the preceding fiscal year, if any, if you are
      terminated after May 31, 2010.  If your employment is terminated
      prior to May 31, 2010, the Company will provide you with severance equal
      to two (2) times your then-current regular base salary and two (2) times
      your target bonus (which target bonus is 70% of salary). This payment
      shall be made within thirty (30) calendar days after the date on which
      your separation from

            


    

     

    
      
        
        

      

      
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              service
      occurs, unless on that date you are a “Specified Employee”, in which case
      such payments shall be made six months and one day after that
      date.  For purposes of the preceding sentence, a Specified
      Employee means a “specified employee”  who is subject to the
      special rule set forth in subsection (a)(2)(B)(i) of section 409A of the
      Code and the regulations thereunder (including, without limitation,
      Proposed Treasury Regulation section 1.409A-1(i)) with respect to such
      payments.

            
	 
      	 
      	 
      
	 
      	
              b.

            	
              Continued
      Medical Coverage.  As further consideration, the Company
      will continue to provide you with Medical, Dental, Prescription, &
      Vision insurance coverage until the earlier of (A) the second anniversary
      of the date of your termination or (B) the date on which you accept an
      offer of employment that provides you with similar insurance
      coverage.

            


    

    


    
      	
              9.

            	
              Change
      in Control Agreement:  Subject to the approval of the
      Board of Directors, you will receive an executed form of Change in Control
      Agreement, a form of which is enclosed for your review (the “CIC
      Agreement”).

            
	 
      	 
      
	 
      	
              The
      basic provisions of the Change in Control Agreement
    include:

            


    

    


    
      
        
          
            	 
      	
                    ·

                  	
                    If
      your employment with the Company is terminated in connection with a Change
      in Control after May 31, 2010, the Company shall pay you a lump sum cash
      payment equal to two and a half (2.5) times your annual base salary at the
      rate in effect immediately prior to your termination and two and a half
      (2.5) times your bonus for the preceding fiscal year, if
    any.

                  
	 	 	 
	 
      	
                    ·

                  	
                    If
      your employment with the Company is terminated in connection with a Change
      in Control prior to May 31, 2010, the Company shall pay you a lump sum
      cash payment equal to two and a half (2.5) times your annual base salary
      at the rate in effect immediately prior to your termination and two and a
      half (2.5) times your target bonus (which target bonus is 70% of
      salary).

                  
	 	 	 
	 
      	
                    ·

                  	
                    If
      your employment with the Company is terminated in connection with a Change
      in Control, the Company will pay you for all earned but unused vacation
      leave at the time of such termination.

                  
	 	 	 
	 
      	
                    ·

                  	
                    If
      your employment with the Company is terminated in connection with a Change
      in Control, the Company will continue to provide you with Medical, Dental,
      Prescription, & Vision insurance coverage until the earlier of (A) the
      second anniversary of the date of your termination or (B) the date on
      which you accept an offer of employment that provides you with similar
      insurance
coverage.

                  


          

        

      

    

    


    
      	 
      	
              More
      details are outlined in the attached form of the
  agreement.

            
	 
      	 
      
	
              10.

            	
              Confidential
      Information and Invention Assignment Agreement.  Your
      acceptance of this offer and commencement of employment with the Company
      is contingent upon the execution, and delivery to an officer of the
      Company, of the Company’s Confidentiality Agreement, prior to or on your
      Start Date

            
	 
      	 
      
	
              11.

            	
              Confidentiality
      of Terms.  You agree
      to follow the Company’s strict policy that employees must not disclose,
      either directly or indirectly, any information, including any of the terms
      of this agreement, regarding compensation, or stock purchase or option
      allocations to any person, including other employees of the Company;
      provided, however, that you may discuss
such

            


    

     

    
      
        
        

      

      
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              terms
      with members of your immediate family and any legal, tax or accounting
      specialists who provide you with individual legal, tax or accounting
      advice.

            
	 
      	 
      
	
              12.

            	
              Conflicting
      Organizations.  You agree
      to the best of your ability and experience that you will at all times
      loyally and conscientiously perform all of the duties and obligations
      required of and from you pursuant to the express and implicit terms
      hereof, and to the reasonable satisfaction of the
      Company.  During the term of your employment, you further agree
      that you will devote all of your business time and attention to the
      business of the Company, the Company will be entitled to all of the
      benefits and profits arising from or incident to all such work services
      and advice, you will not render commercial or professional services of any
      nature to any person or organization, whether or not for compensation,
      without the prior written consent of the Company’s Board of Directors, and
      you will not directly or indirectly engage or participate in any business
      that is competitive in any manner with the business of the
      Company.  Nothing in this letter agreement will prevent you from
      accepting speaking or presentation engagements in exchange for honoraria
      or from serving on boards of charitable organizations, or from owning no
      more than one percent (1%) of the outstanding equity securities of a
      corporation whose stock is listed on a national stock exchange, provided
      such engagements, service or stock ownership do not interfere with your
      responsibilities as President and Chief Executive
  Officer.

            
	 
      	 
      
	
              13.

            	
              Internal
      Revenue Code Section 409A.  The Company
      shall interpret and apply this agreement (and any additional separate
      agreements contemplated by this agreement) in a manner that is consistent
      with the intent that amounts earned and payable to you shall not be
      subject to the premature income recognition or adverse tax provisions of
      Internal Revenue Code Section 409A (“Section
      409A”).  Accordingly, notwithstanding any other term or
      provision in this agreement (or in any other agreement) to the contrary,
      distributions of benefits that are subject to Section 409A and that are
      payable upon or following your separation from service with the Company
      shall commence as of the date required by the agreement or, if later and
      to the extent required, the earliest date permitted by Section 409A
      (generally six months after separation from service, if you are considered
      a “specified employee” within the meaning of Section
  409A).

            
	 
      	 
      
	
              14.

            	
              Choice
      of Law.
      This agreement shall be governed by the laws of the State of New
      York.

            


    

    


    We
are all delighted to be able to extend you this offer and look forward to
working with you.  To indicate your acceptance of the Company's offer,
please sign and date this letter in the space provided below and return it to
me. This letter, together with the Confidentiality Agreement and each of the
other agreements referenced in this letter agreement, set forth the terms of
your employment with the Company and supersedes any prior representations or
agreements, whether written or oral.  This letter may not be modified
or amended except by a written agreement, signed by the Company and by you. This
offer will expire unless signed by you by January 19, 2009.  Upon
signature by each of us, this letter agreement shall constitute a binding
agreement with respect to the subject matter hereof.  This letter
agreement may be executed in counterparts (each of which need not be executed by
each of the parties), which together shall constitute one and the same
instrument.

    


    
      
        
        

      

      
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              Very
      truly yours,

            
	 
      	 
      
	 
      	
              ANGIODYNAMICS,
      INC.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:
      /s/ Vincent A. Bucci

            
	 
      	 
      	
              Vincent
      A. Bucci

            
	 
      	 
      	
              January
      19, 2009

            


    

    


    ACCEPTED
AND AGREED:

    


    
      
        
          	
                  /s/
      Jan Keltjens

                


        

         

      

    

    _January 19,
2009___

    Date