ex10-6.htm


    Exhibit 10.6

     

     

     

     

    

    
 

    


    January
20, 2009

    


    


    PERSONAL AND
CONFIDENTIAL

    


    Mr.
Eamonn P. Hobbs

    3
Heron Hollow Rd.

    Queensbury,
NY 12804

    


    Re:    AngioDynamics,
Inc.

    


    Dear
Eamonn:

    


    This
letter will confirm the agreement you have reached with AngioDynamics, Inc.
(“AngioDynamics”) regarding your continued service to AngioDynamics beginning on
October 20, 2009 (or the date you accept full-time employment elsewhere, if
earlier).

    You
will be retained by AngioDynamics as a special consultant to the Chairman of the
Board of Directors of AngioDynamics for a period that will end on October 31,
2012.  You will be paid an hourly rate of $300 for your consulting
services, which will be performed only at the written request of the Chairman of
the Board.   During this period, the options to acquire
AngioDynamics stock that you currently hold will continue to vest and become or
remain exercisable as provided in the original grant agreement(s), as
applicable.

    


    In
addition to the consulting work described above, you acknowledge that
AngioDynamics is involved in certain ongoing litigation matters, including the
litigation with Biolitec, Inc.  You agree to cooperate fully in any
litigation matter involving AngioDynamics.  After October 20, 2009,
AngioDynamics will compensate you at a rate of $300.00 per hour for the
following activities: i) being deposed; ii) testifying in court; iii) meeting
with AngioDynamics’ attorneys to discuss or prepare for deposition or testimony;
and iv) reasonably preparing for deposition or testimony.   Any
of your activities related to any litigation prior to October 20, 2009 will be
covered by your employment agreement and will not entitle you to additional
compensation.  You acknowledge that your obligation to cooperate in
any litigation matter involving AngioDynamics will survive the termination or
expiration of this agreement.

     

     

    
      
         

      

      
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    It
is understood that the relationship created by this consulting agreement is that
of an independent contractor and there will be no employment relationship
between you and AngioDynamics during the term of this consulting
agreement.  Neither you nor AngioDynamics shall be responsible for the
payment of any taxes arising out of the other party’s activities under this
consulting agreement, including, without limitation, all federal, state and
local income and employment taxes.

    


    This
consulting agreement shall be construed and governed in accordance with the laws
of the state of New York.  Any dispute or claim arising
out of or in connection with any provision of this consulting agreement will be
finally settled by binding arbitration in Albany County, New York in accordance with the
rules of the American Arbitration Association by one arbitrator appointed in accordance
with said rules.  The arbitrator shall apply New York law, without
reference to rules of conflicts of law or rules of statutory arbitration, to the
resolution of any dispute and shall have the authority to award reasonable
attorneys’ fees, costs and expenses to the party that substantially prevails.
Judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.  Notwithstanding the foregoing, the
parties may apply to any court of competent jurisdiction for preliminary or
interim equitable relief, or to compel arbitration in accordance with this
paragraph, without breach of this arbitration provision.

    


    You
may terminate this consulting agreement ay any time upon ten (10) days written
notice to AngioDynamics.  AngioDynamics may terminate this consulting
agreement for “cause” upon thirty (30) days written notice to you; provided,
however, that such notice must specify with particularity the facts and
circumstances that the Company contends constitute grounds for termination for
cause and provided further that, except with respect to subsection (vi) below,
you shall have fifteen (15) days after receiving such notice to cure such
ground(s), if curable, in which event such notice shall not be
effective.  For purposes of this consulting agreement, “cause” shall
mean (i) your willful and continued failure to substantially perform your duties
to AngioDynamics; or (ii) your willful conduct which is materially adverse to
AngioDynamics or its subsidiaries, monetarily or otherwise; or (iii) your
insubordination, as defined from time to time by the Board; or (iv) your failure
to comply with any of AngioDynamics’ written policies, rules, regulations or
procedures applicable to consultants; or (v) your material breach of any
non-compete obligation contained in the employment agreement between you and
AngioDynamics; or (vi) your conviction of (A) a felony or (B) a crime involving
fraud, dishonesty or moral turpitude.

     

    This
consulting agreement represents our entire agreement regarding your consulting
service to AngioDynamics and shall be binding upon you and AngioDynamics and
AngioDynamics’ successors and assigns.  This consulting agreement is
not assignable by you without the prior written consent of
AngioDynamics.  We each agree that, upon the reasonable request of the
other, we will properly make, execute and deliver any and all other and further
instruments as may be reasonable, necessary, desirable or convenient for the
purpose of giving full force and effect to the provisions of this consulting
agreement.

    


    Please
sign both originals of this letter and return one signed original to
me.  Please keep the other original signed document for your
records.

     

     

    
      
         

      

      
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    I
look forward to your continued service to AngioDynamics in your capacity as
consultant.

    


    Sincerely,

    


    /s/
Vincent A. Bucci

    


    Vincent
A. Bucci

    Chairman
of the Board of Directors

    AngioDynamics,
Inc.

    


    


    


    Accepted
and Agreed:

    


    


    By:  /s/ Eamonn P. Hobbs

               Eamonn
P. Hobbs

    


    Date:  January 20, 2009

     

     

     

     

     

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