ex10-7.htm


    Exhibit
10.7

     

    


     

    

     

     

    
 

     

    NON-STATUTORY STOCK OPTION
AGREEMENT

    


    THIS
AGREEMENT is made as of January
20, 2009, between AngioDynamics, Inc., ("Company") and  Eamonn P.
Hobbs ("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
      75,000 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 the average of the high and low sale
      prices of Company stock on the date of grant (as reported by NASDAQ) or on
      the most prior day on which sales of Company stock were
      reported.

              
	 	 	 
	 	3. 	The
      Option shall expire on January 31, 2010 unless earlier
    terminated.

 

    

    
      	
               
      

            	
              4.

            	
              In
      the event that Optionee violates the terms of the non-compete provisions
      of his employment agreement with the Company, 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 on October 31, 2009, 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, 4 or
7).


     

    The
Option may be exercised in accordance with the Plan prior to the expiration date
(or earlier termination or cancellation date under Section 3, 4 or 7) 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
               
      

            	
              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
for cause (as defined in the employment agreement between the parties) or
Optionee’s consulting agreement is terminated by the Company for cause (as
defined in the consulting agreement between the parties), 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, 4 or 7 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
      dispute or claim arising out of or in connection with any provision of
      this 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 Delware 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.


      

    

    


    


    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/
      Eamonn P. Hobbs

                
	 
      	 
      	
                  Eamonn
      P. Hobbs