Exhibit
10.1


 





 


November 21,
2008


 


Sean
F. Moran


[Address]


 


Dear
Sean,


 


I
am personally delighted to extend to you an offer of employment with Celsion
Corporation as Vice President and Chief Financial Officer.  Consistent with your role as a key executive,
and anticipating that you will have a significant impact on the success of
Celsion, we offer you a starting salary of $9,038.46 bi-weekly, which is $235,000
on an annualized basis.  Additionally:


 


·                  Your base
salary will be subject to a performance review on March 1, 2009 and
annually thereafter.


 


·                  You will
eligible for an annual bonus, with a target of 30% of your annual base salary,
conditioned on your and the Company’s performance against key business objectives.


 


·                  You will be
considered for a discretionary stock option award in 2009 and annually
thereafter.


 


·                  Subject to
Board of Directors approval you will also be granted an option to purchase
100,000 shares of Celsion common stock at the closing price of the stock on the
day of Board approval. Option grants vest in thirds over three years, with the
first vesting date on January 1, 2009 and annually thereafter.


 


·                  Subject to Board of Directors approval, you
will also be granted 25,000 shares of Celsion stock, vesting in thirds over 3
years with the first vesting date on December 8, 2009 and annually
thereafter.


 


·                  You will be entitled to a monthly
housing allowance in the amount of $1,800  (subject to actual housing costs) for the
first 12 months of your employment (i.e. based on a December 1, 2008 start
date, the allowance will terminate on November 31, 2009).  You also will be reimbursed for reasonable travel
expenses between your home and the office.  The allowance is considered as a business expense
and will be paid directly by the company to the housing provider.


 


·                  An additional relocation
allowance for an amount up to $60,000 less the prior reimbursement for travel
expenses will be provided when your relocation plans are finalized.  The relocation allowance may be revised
upward contingent on cost factors relating to the potential of a new location
for Celsion’s corporate headquarters.


 

















 


·                  Your relocation and housing
allowance and reimbursement of travel expenses are subject to payback should
you choose to terminate your employment with the Company for any reason within
one year of your start date.


 


·                  In the event an involuntary
termination of your employment, for any reason other than just cause, the
company will provide you with a monthly salary continuation and COBRA payment
benefit for up to 6 months.  This benefit
will cease at the end of the six month period or if you find new employment
prior to the end of the six month period the benefit will be reduced by the
amount of compensation which you receive from the new employer. Salary
continuation will be subject to your execution of a mutually agreed General
Release.


 


Your salary will be paid bi-weekly in arrears.  Salary payments can be automatically deposited
into a checking/savings account of your choosing.


 


As a member of our professional staff, your position is salaried and
exempt from federal wage-hour law. You will not be eligible for overtime pay
for hours actually worked in excess of 40 in a given workweek.  Your employment is at will. You or Celsion
Corporation may terminate our employment relationship at any time with or
without cause or notice.  As such,
neither this letter nor any other oral or written representations may be
considered a contract for any specific period of time.


 


Your first 120 days of employment will be considered an introductory
period.  As such, I encourage you to
discuss job performance, duties, responsibilities and goals with me at any time;
however, you and I will formally discuss your performance at the end of your
first 120-days with the company.


 


You will be eligible for a benefits package including medical, dental,
life insurance, short and long term disability and participation in our 401(k) plan.  The plan includes a company contribution of
Celsion stock, in kind, for 50% of the first 6% contribution made by you.  The company will pay for individual medical
and dental insurance; however, you may obtain family coverage for an additional
premium.  Medical, dental and life insurance
coverage will be effective on the first day of the month following your
employment date.  You will be eligible
for four (4) weeks of vacation in 2009. Details of the entire benefits
package will be given to you on your first day of employment.


 


We have mutually agreed that your start date will be Monday, December 8,
2008.   On your first day of employment,
please bring documentation for the purpose of completing the I-9 Form which
authorizes your employment in the United States. Please also sign and return a
copy of this letter via fax to (410) 290-5394 or mail to me no later than Monday,
November 24, 2008 to indicate your acceptance of this position.  Should you not have access to a fax
capability, an email today, attesting that you have signed and returned this
offered letter, would assist greatly in our organizational announcement plans
and agenda preparation for our upcoming Board of Director’s Meeting.


 


If you have any questions or concerns about the contents of this letter
or about your potential employment with Celsion Corporation, please contact me
at (410) 290-5390 [extension].


 

















 


On behalf of my colleagues and our Board of Directors I sincerely
welcome you and wish to express our excitement with your decision to join
Celsion Corporation.


 


 


Sincerely,


 


	
  /s/
  Michael H. Tardugno

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Michael
  H. Tardugno

  	
   

  
	
  President
  and Chief Executive Officer

  	
   

  



 


Enclosures


 


 


ACCEPTED:


 


	
  /s/
  Sean Moran

  	
   

  	
  November 21,
  2008

  
	
  Sean
  Moran

  	
   

  	
  Date