Unassociated Document


    Exhibit 10.2

    


    CHANGE IN CONTROL
AGREEMENT

    


    THIS AGREEMENT, dated January 19, 2009
is made by and between AngioDynamics,
Inc., a Delaware corporation (the "Company"), and Jan Keltjens (the
"Executive").

    


               WHEREAS,
the Company considers it essential to the best interests of its shareholders to
foster the continued employment of key management personnel; and

    


               WHEREAS,
the Board recognizes that, as is the case with many publicly held corporations,
the possibility of a Change in Control exists and that such possibility, and the
uncertainty and questions which it may raise among management, may result in the
departure or distraction of management personnel to the detriment of the Company
and its shareholders; and

    


               WHEREAS,
the Board has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the Company's
management, including the Executive, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a Change in Control;

    


               NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the Company and the Executive hereby agree as follows:

    


               1.           Defined Terms. The
definitions of capitalized terms used in this Agreement are provided in the last
Section hereof.

    


               2.           Term of Agreement.
The Term of this Agreement shall commence on the date hereof and shall continue
in effect through December 31, 2009; provided, however, that effective January
1, 2010 and each January 1 thereafter, the Term that is then in effect shall
automatically be extended for one additional year unless the Company has given
notice before the January 1 in question that the Term that is in effect at the
time such notice is given will not be extended; and further provided, however,
that if a Change in Control occurs during the Term, the Term shall expire no
earlier than twelve (12) calendar months after the calendar month in which such
Change in Control occurs. Notwithstanding the foregoing, this
Agreement shall terminate if the Executive ceases to be an employee of the
Company and its subsidiaries for any reason prior to a Change in
Control. However, anything in this Agreement
(including the preceding sentence) to the contrary notwithstanding, if a
Change in Control occurs and if, within three months prior to the date on which
such Change in Control occurs, the Executive's employment with the Company is
terminated by the Company without Cause or an event occurs that would, if it
took place after the Change in Control, constitute Good Reason for termination
of employment by the Executive, and if it is reasonably demonstrated by the
Executive that such termination of employment by the Company or event
constituting Good Reason for termination of employment by the Executive (a) was
undertaken at the request of a third party who has taken steps reasonably
calculated to effect the Change in Control, or (b) 

     

     

    
      
        
        

      

      
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    otherwise
arose in connection with or in anticipation of the Change in Control, then for
purposes of this Agreement such termination of employment by the Company without
Cause or event constituting Good Reason shall be deemed to occur during the 12
month period following the Change in Control and, if the Executive terminates
his employment for such Good Reason before the Change in Control, such
termination of employment by the Executive shall likewise be deemed to occur
during the 12 month period following the Change in Control.

     

               3.           Company's Covenants
Summarized. In order to induce the Executive
to remain in the employ of the Company and in consideration of the Executive's
covenants set forth in Section 4 hereof, the Company agrees, under the
conditions described herein, to pay the Executive the Severance Payments
and

    the
other payments and benefits described herein. Except as provided in Section 2,
Section 6.3, Section 9.1 or Section 14.2 hereof, no amounts shall be payable
under this Agreement unless the Executive's employment with the Company
terminates following a Change in Control and during the Term. This Agreement
shall not be construed as creating an express or implied contract of employment
enforceable against the Company nor, except as provided in Section 4 below,
enforceable against the Executive, and, except as otherwise agreed in writing
between the Executive and the Company, the Executive shall not have any right to
be retained in the employ of the Company.

    


               4.           The Executive's
Covenants. The Executive agrees to remain in the employ of the Company,
subject to the terms and conditions of this Agreement, if a Potential Change in
Control occurs during the Term and the Executive is then in the employ of the
Company, until the earliest of (a) the date which is six (6) months from the
date of such Potential Change in Control, (b) the date of a Change in Control,
(c) the date of termination by the Executive of the Executive's employment for
Good Reason or by reason of death, Disability or Retirement, or (d) the
termination by the Company of the Executive's employment for any reason;
provided that Executive’s agreement to remain in the employ of the Company shall
be subject to the condition that no adverse change occurs after the Potential
Change in Control in his title, duties, responsibilities, authority, reporting
relationships, compensation, benefits or indemnification rights.

    


               5.           Certain Compensation Other
Than Severance Payments.

    


               5.1         If
the Executive's employment shall be terminated for any reason following a Change
in Control and during the Term, the Company shall pay the Executive his full
salary through the date of termination at the rate in effect immediately prior
to the date of termination or, if higher, the rate in effect immediately prior
to the first occurrence of an event or circumstance constituting Good Reason,
together with all compensation and benefits payable to the Executive through the
date of termination under the terms of the Company's compensation and benefit
plans, programs and arrangements as in effect immediately prior to the date of
termination or, if more favorable to the Executive, as in effect immediately
prior to the first occurrence of an event or circumstance constituting Good
Reason.

    


               5.2         Subject
to Section 6.1 hereof, if the Executive's employment shall be terminated for any
reason following a Change in Control and during the Term, the 

     

     

    
      
         

      

      
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    Company
shall pay to the Executive the Executive's normal post-termination compensation
and benefits as such payments become due. Any such post-termination compensation
and benefits shall be determined under, and paid in accordance with, the
Company's retirement, insurance and other compensation and benefit plans,
programs and arrangements as in effect immediately prior to the date of
termination or, if more favorable to the Executive, as in effect immediately
prior to the occurrence of the first event or circumstance constituting Good
Reason.

    


                          
 6.           Severance Payments; Excise
Tax.

    


                          
 6.1         Subject to
Section 6.2 and Section 6.3 hereof, if the Executive's employment is terminated
following a Change in Control and during the Term either by the Company or by
the Executive, other than (a) by the Company for Cause, (b) by reason of death
or Disability, or (c) by the  Executive without Good Reason, (any such
employment termination being hereafter sometimes referred to as a "Compensable
Termination"), then the Company shall pay the Executive the amounts, and
provide the Executive the benefits, described in this Section 6.1 ("Severance Payments"),
in addition to any payments and benefits to which the Executive is entitled
under Sections 5 and 6.3 hereof. Notwithstanding the foregoing, the Executive
shall not be eligible to receive any payment or benefit provided for in this
Section 6.1 unless the Executive shall have executed a release substantially in
the form of Exhibit A hereto effective as of the date of the Compensable
Termination or a date subsequent thereto and shall not have revoked said
release.  The Severance Payments are in lieu of any severance benefits
that would otherwise be payable or provided pursuant to any severance plan or
practice of the Company:

     

    (i)  The
Company shall pay the Executive, at the time provided in Section 6.2 below, a
lump sum cash payment equal to either:

     

    (a) if the termination set forth in
section 6.1 occurs after May 31, 2010:  two and a
half  (2.5) times the Executive’s bonus that was paid (or that is
payable) with respect to the fiscal year of the Company preceding the fiscal
year of the Company in which the Compensable Termination occurs; or

     

    (b) if the termination set forth in
section 6.1 occurs prior to May 31, 2010: two and a half (2.5) times the
Executive’s target bonus (which target bonus is 70% of the Executive’s
salary).

     

    (ii)
The Company shall pay the Executive, at the time provided in Section 6.2 below,
a lump sum cash payment equal to two and a half (2.5) times the Executive's
annual base salary at the rate in effect immediately prior to the Compensable
Termination or, if higher, in effect immediately prior to the first occurrence
of an event or circumstance constituting Good Reason (“Base
Salary”).

     

     (iii) The
Company will pay the Executive for all earned but unused vacation leave at the
time of the Compensable Termination.

     

    (iv) The
Company will continue to provide the Executive with Medical, Dental,
Prescription, & Vision insurance coverage until the earlier of (A) the
second anniversary of the date of his Compensable Termination or (B) the


     

     

     

    
      
         

      

      
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    date
on which the Executive accepts an offer of employment that provides similar
insurance coverage. Coverage shall be on the same terms and conditions as apply
to full-time employees of the Company.

     

    6.2        All payments to be made pursuant to
subsection (i), (ii), (iii) and (iv) of Section 6.1 above shall be made
within thirty (30) calendar days after the date on which a Separation from
Service occurs coincident with or following, or within 30 days before, the date
on which the Compensable Termination occurs (the “Separation
from Service Date”) unless
on  the Separation from Service Date the Executive is a Specified
Employee, in which case such payments shall be made six months and one day after
the Separation from Service Date (or, if earlier, the date of the Executive’s
death).  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.

    


    6.3        (A)    Notwithstanding
any provision of this Agreement to the contrary, in the event that any payment
or benefit received or to be received by the Executive in connection with a
Change in Control or the termination of the Executive's employment (whether
pursuant to the terms of this Agreement or any other plan, arrangement or
agreement with the Company, any Person whose actions result in a Change in
Control or any Person affiliated with the Company or such Person) (all such
payments and benefits, including the Severance Payments but excluding any
payment to be made pursuant to this subsection 6.3(A), being hereinafter called
"Total
Payments") would be subject (in whole or part) to the Excise Tax, then
the cash Severance Payments shall first be reduced, and the other payments and
benefits hereunder shall thereafter be reduced, to the extent necessary so that
no portion of the Total Payments will be subject to the Excise Tax, but only if
(i) is greater than or equal to (ii), where (i) equals the reduced amount of
such Total Payments minus the aggregate amount of federal, state and local
income taxes on such reduced Total Payments and (ii) equals the unreduced amount
of such Total Payments minus the sum of (a) the aggregate amount of federal,
state and local income taxes on such Total Payments and (b) the amount of Excise
Tax to which the Executive would be subject in respect of such unreduced Total
Payments; provided, however, that the Executive may elect to have the other
payments and benefits hereunder reduced (or eliminated) prior to any reduction
of the cash Severance Payments. However, if the Executive would realize at least
$50,000 more after taxes from the Total Payments if the Company were to “gross
up” the Excise Tax on the Total Payments rather than apply the preceding
sentence, then the preceding sentence shall be disregarded and the Company shall
instead pay the Executive an amount of money that would be sufficient to pay the
Excise Tax on the Total Payments. Whether the Executive would realize at least
$50,000 more after taxes if he were grossed up, and the amount of the gross up
to be paid, shall be determined by assuming (whether or not such is in fact the
case) that the Executive is subject to federal income taxation at the highest
marginal rate of federal income tax and to state and local income taxation at
the highest marginal rates of state and local income taxes in the state and
locality of the Executive’s residence on the date on which the Change in Control
occurs or at the time provided in
Section 6.2 above (whichever is the date as of which the determination in
question is made in accordance with the next sentence of this paragraph);
provided that in no event shall the Executive’s 

     

    
      
         

      

      
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    marginal tax rate including the Excise
Tax be assumed to exceed seventy percent (70%) for purposes of calculating
the amount of gross up to be paid. The amount of money payable to the Executive
pursuant to the two preceding sentences, if any, shall be determined as of the
date on which a Change in Control occurs and shall be paid within ten
(10) calendar days after the date on which occurs “a change in the
ownership or effective control of the corporation, or in the ownership of a
substantial portion of the assets of the corporation” within the meaning of
section 409A(a)(2)(A)(v) of the Code (whether occurring at the same time as or
after the date on which a Change in Control occurs); and if a Compensable
Termination occurs after the date on which a Change in Control occurs, the
amount of money payable to the Executive pursuant to the two preceding
sentences, if any, shall be re-determined as of the date of the Compensable
Termination and any balance due the Executive shall be paid at the time provided
in Section 6.2 above.

    


     
(B)   For purposes of determining whether and the extent to which
the Total Payments will be subject to the Excise Tax, (i) no portion of the
Total Payments the receipt or enjoyment of which the Executive shall have waived
at such time and in such manner as not to constitute a "payment" within the
meaning of section 280G(b) of the Code shall be taken into account, (ii) no
portion of the Total Payments shall be taken into account which, in the opinion
of the accounting firm  which was, immediately prior to the Change in
Control, the Company's independent auditor (the "Auditor"), does not
constitute a "parachute payment" within the meaning of section 280G(b)(2) of the
Code (including, without limitation, by reason of section 280G(b)(4)(A) of the
Code) and, in calculating the Excise Tax, no portion of such Total Payments
shall be taken into account which, in the opinion of the Auditor, constitutes
reasonable compensation for services actually rendered, within the meaning of
section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to
such reasonable compensation, and (iii) the value of any non-cash benefit or any
deferred payment or benefit included in the Total Payments shall be determined
by the Auditor in accordance with the principles of sections 280G(d)(3) and (4)
of the Code. In the event that the Auditor is serving as accountant or auditor
for the individual, entity or group effecting the “change in ownership or
effective control” or “change in the ownership of a substantial portion of the
assets” (within the meaning of Code section 280G(b)(2)(A)) that gives rise to
the Excise Tax, or in the event that the Auditor for any reason is unable or
unwilling to make the determinations required hereunder, the Executive shall
designate another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Auditor hereunder).  All fees and expenses of the Auditor
shall be borne solely by the Company.

    


     
(C)   At the time that payments are made under this Agreement,
the Company shall provide the Executive with a written statement setting forth
the manner in which such payments were calculated and the basis for such
calculations including, without limitation, any opinions or other advice the
Company has received from the Auditor or other advisors or consultants (and any
such opinions or advice which are in writing shall be attached to the
statement). If the Executive objects to the Company's calculations, the Company
shall pay to the Executive such portion of the Severance Payments (up to 100%
thereof) and such amount of money referred to in 

     

     

    
      
         

      

      
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    subsection
(A) of this Section 6.3 as the Executive reasonably determines (based on the
written opinion of competent tax counsel, a copy of which opinion shall be
provided to the Company) is necessary to result in the proper application of
subsection (A) of this Section 6.3.

    


    7.           Payments During
Dispute. Any payments to which the Executive may be entitled under this
Agreement, including, without limitation, under sections 5 and 6 hereof, shall
be made forthwith on the applicable date(s) for payment specified in this
Agreement.  If for any reason the amount of any payment due to the
Executive cannot be finally determined on that date, such amount shall be
estimated on a good faith basis by the Company and the estimated amount shall be
paid no later than 10 days after such date.  As soon as practicable
thereafter, the final determination of the amount due shall be made and any
adjustment requiring a payment to or from the Executive shall be made as
promptly as practicable.

    


                            
8.           No Mitigation. The
Company agrees that, if the Executive's employment with the Company terminates
during the Term, the Executive is not required to seek other employment or to
attempt in any way to reduce any amounts payable to the Executive by the Company
pursuant to Section 6 hereof or any other provision of this Agreement. Further,
the amount of any payment or benefit provided for in this Agreement shall not be
reduced (a) by any compensation earned by the Executive as the result of
employment by another employer, (b) by retirement benefits, (c) by offset
against any amount claimed to be owed by the Executive to the Company, or (d)
otherwise.

    


                             9.           Successors; Binding
Agreement.

    


                
           
9.1         In addition to any
obligations imposed by law upon any successor to the Company, the Company will
require any successor (whether director indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform the Company’s
obligations under this Agreement in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place.
Failure of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession during the Term shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms as the Executive would be entitled to
hereunder if the Executive were to terminate the Executive's employment for Good
Reason after a Change in Control and during the Term, except that, for purposes
of implementing the foregoing, the date on which the Executive’s employment
terminates (for any reason other than Cause) within 30 days before, or at any
time during the Term and on or after, the date on which any such succession
becomes effective during the Term shall be deemed the date of the Compensable
Termination.

    


                 
           9.2        This
Agreement shall inure to the benefit of and be enforceable by the Executive's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive shall die while any amount


     

     

    
      
         

      

      
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    would
still be payable to the Executive hereunder (other than amounts which, by their
terms, terminate upon the death of the Executive) if the Executive had continued
to live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the executors, personal
representatives or administrators of the Executive's estate.

    


               10.          Notices. For the
purpose of this Agreement, notices and all other communications provided for in
the Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, addressed, if to the Executive, to his most recent
address shown on the books and records of the Company at the time notice is
given and, if to the Company, to the address set forth below, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
actual receipt:

    


               
To the Company:

    


               
AngioDynamics, Inc.

              603
Queensbury Avenue

    Queensbury,
NY 12804

    


                                         
Attention: Chief Financial Officer

    


                            11.          Miscellaneous. No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by the
Executive and such officer as may be specifically designated by the Board. No
waiver by either party hereto at any time of any breach by the other party
hereto of, or of any lack of compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. This Agreement
constitutes the entire agreement of the parties concerning the specific subject
matter addressed by this Agreement and supersedes all prior agreements
addressing the terms and conditions contained herein.  Nothing in this
Agreement is intended to amend or otherwise alter the change in control
provisions or any other provisions of any (a) stock option or other compensation
or incentive award that may heretofore have been or may hereafter be granted to
the Executive, or (b) employee benefit or fringe benefit plan in which the
Executive may heretofore have been or may hereafter be a participant. The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of New York. All references to sections of
the Code or the Exchange Act shall be deemed also to refer to any successor
provisions to such sections and to IRS or SEC regulations and official guidance
published thereunder. Any payments provided for hereunder shall be subject to
any applicable withholding required under federal, state or local law and any
additional withholding to which the Executive has agreed. The obligations of the
Company and the Executive under this Agreement which by their nature may require
either partial or total performance after the expiration of the Term (including,
without limitation, those under Sections 6 and 7 hereof) shall survive such
expiration.

     

     

    
      
         

      

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

    


                
           13.          Counterparts. This
Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

     

                           
14.          Settlement of Disputes;
Arbitration.

    


                            14.1       All
claims by the Executive for benefits under this Agreement shall be directed to
and determined by the Board and shall be in writing. Any denial by the Board of
a claim for benefits under this Agreement shall be delivered to the Executive in
writing and shall set forth the specific reasons for the denial and the specific
provisions of this Agreement relied upon. The Board shall afford a reasonable
opportunity to the Executive for a review of the decision denying a claim and
shall further allow the Executive to appeal to the Board a decision of the Board
within sixty (60) days after notification
by the Board that the Executive's claim has been denied.

    


                
           14.2       Any
further dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in the Albany, New York
metropolitan area in accordance with the employment dispute resolution rules of
the American Arbitration Association then in effect. The arbitrator shall have
the authority to require that the Company reimburse the Executive for the
payment of all or any portion of the legal fees and expenses incurred by the
Executive in connection with such dispute or controversy. Judgment may be
entered on the arbitrator's award in any court having jurisdiction.

     

                           
14.3       The Company agrees to use
commercially reasonable efforts to administer this Agreement, and operate any
deferred compensation plans in which the Executive participates from time to
time that are aggregated with this Agreement or with any payment or benefit
provided by this Agreement for purposes of Section 409A of the Code (e.g.,
account balance plans, nonaccount balance plans, separation pay plans, and plans
that are neither account balance nor nonaccount balance plans), in good faith
compliance with Code Section 409A to the extent necessary to avoid inclusion of
any amounts or benefits payable hereunder in the Executive’s income pursuant to
Section 409A(a)(1)(A) of the Code.

    


                
           15.          Definitions. For
purposes of this Agreement, the following terms shall have the meanings
indicated below:

    


                
           (A)          “Affiliate” shall have the
meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange
Act.

    


    (B)           “Applicable
Average Bonus” mean means the higher of (A) the average of all annual bonuses
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    during
the 36 months immediately preceding the Compensable Termination or, if the
Executive was employed by the Company for less than 36 months before the
Compensable Termination, during the period of his employment by the Company
prior to the Compensable Termination (annualizing any bonus awarded for less
than a full year of employment), or (B) the average of all annual bonuses
(including any deferred bonuses) awarded to the Executive during the three
fiscal years of the Company that precede the fiscal year in which the
Compensable Termination occurs or during the portion of such three fiscal years
in which he was employed by the Company (annualizing any bonus awarded for less
than a full year of employment), or (C) the average of all annual bonuses
(including any deferred bonuses) awarded to the Executive during the 36 months
preceding the date on which the Change in Control occurred or during the portion
of such 36 month period in which he was employed by the Company (annualizing any
bonus awarded for less than a full year of employment).

    


                           
(C)         “Auditor” shall have the
meaning set forth in Section 6.3(B) hereof.

    


                          
 (D)         “Base Amount” shall have the
meaning set forth in section 280G(b)(3) of the Code.

    


    (E)          “Base
Salary” shall have the meaning set forth in subsection (iii) of Section
6.1.

    


                            (F)     
    “Beneficial
Owner” shall
have the meaning set forth in Rule 13d-3 under the Exchange Act.

    


                           
(G)         “Board” shall mean the
Board of Directors of the Company.

    


                           
(H)         “Cause” for termination
by the Company of the Executive's employment shall mean (i) the willful and
continued failure by the Executive to substantially perform the Executive's
duties with the Company as such duties were in effect prior to any change
therein constituting Good Reason (other than any such failure resulting from the
Executive's incapacity due to physical or mental illness or any such failure
after the occurrence of an event constituting Good Reason for resignation by the
Executive) after a written demand for substantial performance is delivered to
the Executive by the Board, which demand specifically identifies the manner in
which the Board believes that the Executive has not substantially performed the
Executive's duties, provided that such failure will constitute Cause only if it
remains uncured for more than thirty (30) days following receipt by the
Executive of such written demand from the Board; (ii) the engaging by the
Executive in willful conduct which is demonstrably and materially injurious to
the Company or its subsidiaries, monetarily or otherwise, provided that such
conduct will constitute Cause only if it remains uncured for more than thirty
(30) days following receipt by the Executive of a written demand from the Board
to cease such conduct; (iii) the Executive’s insubordination, as defined from
time to time by the Board, provided that insubordination will constitute Cause
only if it remains uncured for more than thirty (30) days following receipt by
the Executive of a written demand from the Board to cease such insubordination;
or (iv) the Executive's conviction of (a) a felony 

     

     

    
      
         

      

      
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    or
(b) a crime involving fraud, dishonesty or moral turpitude. For purposes of
clauses (i) and (ii) of this definition, no act, or failure to act, on the
Executive's part shall be deemed "willful" unless done, or omitted to be done,
by the Executive not in good faith and without reasonable belief that the
Executive's act, or failure to act, was in the best interest of the
Company.  The Company shall notify the Executive in writing of any
employment termination purporting to be for Cause on or before the date of such
termination, which writing shall describe with specificity the conduct alleged
to constitute Cause for such termination.  Any purported termination
of employment by the Company for Cause which does not satisfy the applicable
requirements of this Section 15(H) shall be conclusively deemed to be a
termination of employment by the Company without Cause for purposes of this
Agreement.

    


                          
 (I)           A
“Change in
Control”
shall mean that any of the following events has occurred:

    


    (i)           any
Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities beneficially
owned by such Person any securities acquired directly from the Company or
its Affiliates) representing more than 40% of the combined voting power of the
Company's then outstanding securities, excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described in clause (A) of
paragraph (iii) below; or

    


    (ii)           the
following individuals cease for any reason to constitute a  majority
of the number of directors serving on the Board: individuals who, at the
beginning of any period of two consecutive years or less (not including any
period prior to the date of this Agreement), constitute the Board and any new
director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of directors of the
Company) whose appointment or election by the Board or nomination for election
by the Company's shareholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of such period or whose appointment, election or nomination for
election was previously so approved or recommended; or

    


    (iii)           there
is consummated a merger or consolidation of the Company or any Subsidiary with
any other corporation, other than (A) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the ownership of
any trustee or other fiduciary holding securities under an employee benefit plan
of the Company or any Subsidiary, at least 60% of the combined voting power of
the securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the 

     

     

    
      
         

      

      
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    Company
(or similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities acquired directly
from the Company or its Affiliates) representing more than 40% of the combined
voting power of the Company's then outstanding securities; or

    


    (iv)           the
shareholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated
an     agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets, other than a sale
or disposition by the Company of all or substantially all of the Company's
assets to an entity, at least 60% of the combined voting power of the voting
securities of which are owned by shareholders of the Company in substantially
the same proportions as their ownership of the Company immediately prior to such
sale.

    


               (J)          “Code” shall mean the
Internal Revenue Code of 1986, as amended
from time to time.

    


                          
 (K)         “Company” shall mean
AngioDynamics, Inc. and, except in determining under Section 15(I) hereof
whether or not any Change in Control of the Company has occurred, shall include
any successor to its business and/or assets which assumes and agrees to perform
this Agreement by operation of law, or otherwise.

    


    (L)          “Compensable
Termination” shall have the meaning set forth in Section 6.1.

    


               (M)        “Disability” shall be deemed
the reason for the termination by the Company of the Executive's employment, if,
as a result of the Executive's incapacity due to physical or mental illness, the
Executive shall have been absent from the full-time performance of the
Executive's duties with the Company for a period of six consecutive months or
for six non-consecutive months within any period of 12 consecutive
months.

    


                          
 (N)         “Exchange Act” shall mean the
Securities Exchange Act of 1934,
as amended from time to time.

    


               (O)         “Excise Tax” shall mean any
excise tax imposed under section 4999 of the Code.

    


                          
 (P)          “Executive” shall mean the
individual named in the first paragraph of this Agreement.

    


               (Q)         “Good Reason” for termination
by the Executive of the Executive's employment shall mean the occurrence
(without the Executive's express written consent) after any Change in Control,
of any one of the following acts by the Company, or failures by the Company to
act, unless, in the case of any act or failure to act described in paragraph
(i), (iii), (iv) or (vii) below, such act or failure to act is corrected within
thirty 

     

     

    
      
         

      

      
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    (30)
calendar days after the Company’s receipt of written notice thereof given by the
Executive within thirty (30) calendar days of such act or failure to
act:

    


    (i)           the
assignment to the Executive of any duties inconsistent with the Executive's
status or position in the Company immediately prior to the Change in Control, or
a substantial adverse alteration in the nature, status or scope of the
Executive's responsibilities or authority from his responsibilities or authority
immediately prior to the Change in Control, or a reduction in his
title;

    


    (ii)          a
reduction by the Company in the Executive's annual base salary as in effect on
the date of this Agreement or as the same may be increased from time to
time;

    


    (iii)          a
significant reduction in compensation, benefits or reimbursements provided under
any employment, compensation, employee benefit or reimbursement plan or program
in which the Executive is a participant which is not replaced with substantially
equivalent compensation, benefits or reimbursements under another plan, program
or arrangement at substantially the same cost (if any) to the
Executive;

     

    (iv)          the
Company fails to pay or provide any amount or benefit that the Company is
obligated to pay or provide under this Agreement or any other employment,
compensation, benefit or reimbursement plan, agreement or arrangement of the
Company to which the Executive is a party or in which the Executive
participates;

     

    (v)           the
Company fails to pay the Executive a bonus, for each fiscal year of Employer
that terminates following a Change in Control and during the Term, at least
equal to 80% of the Applicable Average Bonus;

     

    (vi)          the
relocation of the Executive's principal place of employment to a location which
increases the Executive's one-way commuting distance by more than 40 miles, or
the Company's requiring the Executive to travel on business other than to an
extent substantially consistent with the Executive's business travel obligations
prior to the Change in Control;

     

    (vii)         a
significant adverse change occurs, whether of a quantitative or qualitative
nature, in the indemnification protection provided to the Executive for acts and
omissions arising out of his service on behalf of the Company or any other
entity at the request of the Company; or

     

    (viii)        the
Company fails to obtain the assumption of this Agreement pursuant to
Section 9.1.

    


    The
Executive's right to terminate the Executive's employment for Good Reason shall
not be affected by the Executive's incapacity due to physical or mental illness.
The Executive's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any act or failure to act constituting Good
Reason hereunder.

     

     

    
      
         

      

      
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(R)          “Person” shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not include (i)
the Company or any of its subsidiaries, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any of its
Affiliates, (iii) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (iv) a corporation owned, directly or
indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company.

    


               (S)         
“Potential
Change in Control” shall be deemed
to have occurred if the event set forth in any one of the following paragraphs
shall have occurred:

    


    (i)           the
Company enters into an agreement, the consummation of which would result in the
occurrence of a Change in Control;

    


    (ii)          the
Company or any Person publicly announces an intention to take or to consider
taking actions which, if consummated, would constitute a Change in
Control;

    


    (iii)         any
Person becomes the Beneficial Owner, directly or indirectly, of securities of
the Company representing 15% or more of either the then outstanding shares of
common stock of the Company or the combined voting power of the Company's then
outstanding securities (not including in the securities beneficially owned by
such Person any securities acquired directly from the Company or its
Affiliates); or

    


    (iv)         the
Board adopts a resolution to the effect that, for purposes of this Agreement, a
Potential Change in Control has occurred.

    


               (T)          “Retirement” shall be deemed
the reason for the termination by the Executive of the Executive's employment if
such employment is terminated in accordance with the Company's retirement
policy, including early retirement, generally applicable to its salaried
employees.

    


    (U)         “Separation from Service” means
termination of employment with the Company. However, the Executive shall not be
deemed to have a Separation from Service if he continues to provide services to
the Company in a capacity other than as an employee and if he is providing
services at an annual rate that is fifty percent or more of the services he
rendered, on average, during the immediately preceding three full calendar years
of employment with the Company (or if employed by the Company less than three
years, such lesser period) and the annual remuneration for his services is fifty
percent or more of the annual remuneration earned during the final three full
calendar years of employment (of if less, such lesser period); provided,
however, that a Separation from Service will be deemed to have occurred if his
service with the Company is reduced to an annual rate that is less than twenty
percent of the services he rendered, on average, during the immediately
preceding three full calendar years of employment with the Company (or if
employed by the Company less than three years, such lesser period) or


     

     

    
      
         

      

      
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    the annual remuneration for his services
is less than twenty percent of the annual remuneration earned during the three
full calendar years of employment with the Company (or if less, such lesser
period).

    


    (V)          “Separation
from Service Date” shall have the meaning set forth in Section 6.2
hereof.

    


               (W)        “Severance
Payments”
shall have the meaning set forth in

    Section
6.1 hereof.

     

    (X)        “Subsidiary” means a
corporation or other form of business association
of which shares (or other ownership interests) having more than 50% of the
voting power are owned or controlled, directly or indirectly, by the
Company.

    


               (Y)         “Term” shall mean the
period of time described in Section 2 hereof (including any extension or
continuation described therein).

    


               (Z)         
“Total
Payments”
shall mean those payments so described in Section
6.3 hereof.

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement as
of the date and year first above written.

    


    


    
      
        
          	 
      	
                  ANGIODYNAMICS,
      INC.

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Vincent A. Bucci

                
	 
      	
                  Name:
      Vincent A. Bucci

                
	 
      	
                  Title:   
      Chairman of the Board of Directors

                
	 
      	 
      
	 
      	 
      
	 
      	
                  /s/
      Jan Keltjens

                
	 
      	
                  Jan
      Keltjens

                


        

      

    

     

     

     

     

     

     

     

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