English Translation of Severance Agreement


 Exhibit 10.1 
 Regione Lombardia 
 PROCEDURE FOR THE DECLARATION OF MOBILITY 
 Articles 4 and 24 of Law no. 223/91 
 MINUTES OF
A JOINT REVIEW AT A PUBLIC VENUE 
 This 13th
 day of May 2009, at 2:30 p.m., at the offices of the Agenzia Regionale per l’Istruzione, la Formazione e il Lavoro della Lombardia (Lombardy’s Regional Agency for
Education, Training and Employment), in the presence of Mr. Carlo Alberto Balzarini, in his capacity as representative of Regione Lombardia, the following parties met: 
  


			
	For CELL THERAPEUTICS INC	  	Christina Waters and Luca Morelli
	For Assolombarda	  	Stefania Cerioni
	For FILCEM CGIL	  	Giancarlo Lombardo
	For the RSU (Works Council)	  	Paolo Pavesi, Paola Nicoli, and Rosanna Cavagnoli

 WHEREAS 
  

	 	 •
	 	 On 27th February
2009, Assolombarda, on behalf of Cell Therapeutics Inc., started the procedure under Articles 4 and 24 of Law no. 223/91 for the collective dismissal of all of the 56 employees working at the production site of Bresso (Milan);



  

	 	•	 	 Such procedure was necessary for the reasons explained in the notice of commencement of said procedure; 


  

	 	•	 	 During the course of the meetings with the Trade Unions no agreement was reached; 


  

	 	 •
	 	 On 14th April 2009,
Assolombarda, on behalf of the Company, gave to the Regional Agency for Education, Training, and Employment notice of the failure to reach an agreement; and 


  

	 	•	 	 The Regional Agency for Education, Training, and Employment has convened the parties today 


 NOW, THEREFORE, 
 The Company’s representative summarises the reasons that led the Company to start the procedure on 27th
February 2009. 
 The Company’s representative declares that, on today’s date, an agreement has been executed, which is attached hereto and forms
an integral part hereof, whereby the parties have agreed as follows: 
  

	 	 •
	 	 To implement the procedura di mobilità involving a maximum of 56 employees; the agreement sets out the
criteria of selection of the personnel to be involved in the procedure and defines the departure from Art. 8, paragraph 4, of Law no. 236/93, fixing 17th May 2010 as the deadline; 


  

	 	 •
	 	 To implement the CIGS procedure due to company’s crisis arising from the total closing down of business, pursuant
to Art. 1 of Law no. 223/91 and Art. 2 of Ministerial Decree no. 31826/02, involving a maximum of 56 employees, effective from 18th May 2009, for a
term of 12 months, with the implementation of a plan to handle redundancies; and 


  

	 	•	 	 To exclude rotation with regard to the employees involved in the CIGS procedure. 


 The Company shall advance the CIGS compensation at the ordinary due dates. 
 The representative of the Trade Unions and the RSU (Works Council) confirm the above and agree to consider the
procedure started by Cell Therapeutics Inc. on 27th February 2009 as successfully carried out and completed, and declare that they have completed,
with the execution of these minutes, the consultation procedure for the purpose of implementing the CIGS procedure due to company’s crisis arising from the total closing down of business, pursuant to Art. 1 of Law no. 223/91 and Art. 2 of
Ministerial Decree no. 31826/02, with regard to a maximum of 56 employees, effective from 18th May 2009, for a term of 12 months. 
 After having heard the parties and having acknowledged the agreement dated 13th May 2009, the representative of
Regione Lombardia declares the procedure started by Cell Therapeutics on 27th February 2009 duly carried out and successfully completed and, at the
same time, declares the joint review under Art. 5 of Law no. 164/75 and Art. 2 of Presidential Decree no. 218 of 10th June 2000, duly carried out
and 







 
successfully completed, which review was aimed at requesting the implementation of the CIGS procedure due to company’s crisis arising from the total
closing down of business, pursuant to Art. 1 of Law no. 223/91 and Art. 2 of Ministerial Decree no. 31826/02, with regard to a maximum of 56 employees, effective from 18th May 2009, for a term of 12 months. 
 Read, confirmed, and executed. 
  

	
	CELL THERAPEUTICS, INC.
	
	 /s/ Christina Ann Waters

	Christina Ann Waters
	 President, Cell Therapeutics Europe (CTE)

	
	 /s/ Luca Morelli

	Luca Morelli
	Legal Representative
	
	ASSOLOMBARDA
	
	 /s/ Stefania Cerioni

	Stefania Cerioni
	 CTI Bresso Employee and
 CTI’s Union Representative


	
	FILCEM CGIL
	
	 /s/ Giancarlo Lombardo

	Giancarlo Lombardo
	Head of Non-Manager Union
	
	RSU (WORKS COUNCIL)
	
	 /s/ Paolo Pavesi

	Paolo Pavesi
	 CTI Bresso Employee and
 Employee Representative to Union


	
	 /s/ Paola Nicoli

	Paola Nicoli
	 CTI Bresso Employee and
 Employee Representative to Union


	
	 /s/ Rosanna Cavagnoli

	Rosanna Cavagnoli
	 CTI Bresso Employee and
 Employee Representative to Union


	
	REGIONE LOMBARDIA
	
	 /s/ Carlo Alberto Balzarini

	Carlo Alberto Balzarini
	Representative of Regione Lombardia







 This 13th
 day of May 2009, in Milan, 
 Between CELL THERAPEUTICS INC, represented by: 
 CHRISTINA WATERS and LUCA MORELLI 
 and FILCEM-CGIL, represented by Mr.

 GIANCARLO LOMBARDO 
 with the participation of the RSU (Works
Council) 
 Whereas 
  

	 	 •
	 	 On 27th February
2009, the Company started, through Assolombarda, the procedure under Articles 4 and 24 of Law no. 223/91 for the collective dismissal of all of the 56 employees working at the Bresso branch due to the definitive and total closing down of the
business; 


  

	 	•	 	 During the meetings held between the Parties, in compliance with the provisions set forth in Art. 4, paragraph 5, of Law no. 223/1991, the reasons for such measure
were thoroughly examined, as detailed in the notice of commencement of the procedure, the content of which must be deemed as if entirely transcribed herein; 


  

	 	•	 	 In such context, the Parties examined the advisability of implementing the CIGS procedure (among other reasons) to facilitate the start-up, if any, of a business to
safeguard the company activities and consequently offer re-employment opportunities; 


  

	 	•	 	 Today the Parties have signed an agreement concerning the management of the employees declared redundant 


 Now, therefore, the Parties hereby agree as follows: 
  

	 	1.	The recitals form an essential and integral part of this agreement. 

  

	 	2.	The employees involved in the procedura di mobilità, who accept the termination of their employment relationships, shall be paid, as an incentive to termination, an
amount equal to 6 monthly instalments of the applicable gross CIGS ceiling. 

  

	 	3.	The employees resigning during the CIGS period without having achieved the prerequisites for retirement will be paid, as an incentive to termination, an amount equal to 12 monthly
instalments of the applicable gross CIGS ceiling, together with the indemnity in lieu of notice. 

  

	 	 4.
	 The amount referred to under point 2 above shall be increased by 3 additional monthly instalments of the applicable
gross CIGS ceiling if, on 31st July 2009, the conditions for the continuation of the business activity suitable to permit the re-employment of the
redundant personnel, through the raising of funds and the set-up of a suitable corporate vehicle, are not fulfilled. 


  

	 	5.	The amounts provided for hereunder shall be paid against the employees’ waiver of their right to challenge the dismissal and any other claims deriving, directly and/or
indirectly, from their employment relationships and their termination, exclusively after the execution of ad hoc individual verbali di conciliazione (settlement agreements) with the Trade Unions pursuant to articles 411 et seq.
of the Italian Code of Civil Procedure and article 2113 of the Italian Civil Code. The aforesaid amount shall be paid together with the termination indemnities and the TFR (severance pay) within 30 days from the date of termination of employment.


  

	 	6.	The Company shall advance the statutory amounts due from the INPS to the employees involved in the CIGS procedure, on the ordinary pay dates. 








	 	7.	The Company shall inform the RSU (Works Council) of the plan of employment of the employees in the CIGS period, during the course of the business closing down operations.


  

	 	8.	A member of the RSU, as the active party to the aforesaid working processes, will be in attendance during the course of the operations relating to the closing down of the business
connected with the laboratories, involving the employees. 

  

	 	9.	Upon the express request of any of the employees involved, the Company shall pay, as a personal loan bearing no interest, a net monthly amount equal to 600.00 Euros for a maximum
term of 10 months. Upon payment of the termination indemnities, the aforesaid amounts shall be deducted from the net amounts due to the employee. 

 Read, confirmed, and executed. 
  

	
	CELL THERAPEUTICS, INC.
	
	/s/ Christina Ann Waters
	Christina Ann Waters
	 President, Cell Therapeutics
 Europe
(CTE)

	
	/s/ Luca Morelli
	Luca Morelli
	Legal Representative

  

	
	FILCEM CGIL
	
	/s/ Giancarlo Lombardo
	Giancarlo Lombardo
	Head of Non-Manager Union

  

	
	RSU (WORKS COUNCIL)
	
	/s/ Paolo Pavesi
	Paolo Pavesi
	CTI Bresso Employee and Employee Representative to Union
	
	/s/ Paola Nicoli
	Paola Nicoli
	CTI Bresso Employee and Employee Representative to Union
	
	/s/ Rosanna Cavagnoli
	Rosanna Cavagnoli
	CTI Bresso Employee and Employee Representative to Union







 AGREEMENT 
 This 13th day
of May 2009, 
 Between CELL THERAPEUTICS INC, represented by CHRISTINA WATERS and LUCA MORELLI, assisted by Assolombarda, represented by STEFANIA CERIONI

 and FILCEM-CGIL, represented by Mr. 
 GIANCARLO LOMBARDO

 with the participation of the RSU (Works Council) 
 Whereas 
  

	 	 •
	 	 On 27th February
2009, the Company started, through Assolombarda, the procedure under Articles 4 and 24 of Law no. 223/91 for the collective dismissal of all of the 56 employees working at the Bresso branch due to the definitive and total closing down of the
business; 


  

	 	•	 	 During the meetings held between the Parties, in compliance with the provisions set forth in Art. 4, paragraph 5, of Law no. 223/1991, the reasons for such measure
were thoroughly examined, as detailed in the notice of commencement of the procedure, the content of which must be deemed as if entirely transcribed herein; 


  

	 	•	 	 In such context, the Parties examined the advisability of implementing the CIGS procedure (among other reasons) to facilitate the start-up, if any, of a business to
safeguard the company activities and consequently offer re-employment opportunities 


 Now, therefore, the Parties hereby agree as
follows: 
  

	 	1.	The recitals form an essential and integral part of this agreement. 

  

	 	2.	The closing down of the business referred to in the recitals will result in all the employees of the Bresso branch being redundant and, as a consequence, the Company will place 56
employees in mobility. 

  

	 	 3.
	 In order to facilitate the procedure referred to in the recitals, and as an alternative to the immediate implementation
of the mobility plan referred to in the company notice dated 27th February 2009, the Parties hereby agree to implement the CIGS procedure due to the
closing down of the business, pursuant to Ministerial Decree dated 18th December 2002, effective from 18th May 2009, for a total of 12 months. The 56 employees will be suspended based on the technical and organisational needs connected with the closing down of the business and the
necessary consequent interventions. For the grounds connected with the reasons for implementing the CIGS procedure, as detailed herein, the Parties acknowledge that there do not exist the conditions for the rotation of the personnel involved in the
suspension, it being a closing down of business. 


 During the aforesaid period, the Company will implement a plan to deal
with the redundant personnel, which will be aimed at reducing the number of redundancies, through the following means: 
 a) Retirements;

 b) Dismissals agreed upon and encouraged through the payment of incentives in the amount and at the conditions set out in a separate
agreement to be executed on the same date; 
 c) Placement in mobility, effective from
18th May 2009, for the 12 months’ term of the CIGS procedure, with regard to those employees who will not oppose their dismissal and with
regard to those who will meet the retirement requisites during the term of their being placed in mobility. In this respect, the Parties therefore intend to postpone to 17th May 2010 the time frame of 120 days under Art. 8, paragraph IV, of Law No. 236/93; 
 d) Outplacement through
the Province of Milan pursuant to Law no. 266/2005 without charges to be borne by the Company. 







	 	4.	In the month of September 2009, a meeting will be held to check the progress of the divestment process and the relevant employment effects. 

  

	 	5.	At the end of the 12 months’ term of the CIGS procedure, subject to the fulfilment of the ordinary formalities, the Company will place in mobility the remaining redundant
employees, if any, as a result of the total divestment of the Bresso branch. The Parties hereby mutually acknowledge that these employees will receive compensation in the amount and at the conditions set out in a separate agreement to be executed on
the same date. 

 The Parties hereby mutually acknowledge that in the relevant institutional venues they will carry out and complete the
statutory procedures (mobility and CIGS) for the purpose of implementing this agreement. 
 Read, confirmed, and executed. 
  

	
	CELL THERAPEUTICS, INC.
	
	/s/ Christina Ann Waters
	Christina Ann Waters
	 President, Cell Therapeutics
 Europe
(CTE)

	
	/s/ Luca Morelli
	Luca Morelli
	Legal Representative

  

	
	ASSOLOMBARDA
	
	/s/ Stefania Cerioni
	Stefania Cerioni
	CTI Bresso Employee and CTI’s Union Representative

  

	
	FILCEM CGIL
	
	/s/ Giancarlo Lombardo
	Giancarlo Lombardo
	Head of Non-Manager Union

  

	
	RSU (WORKS COUNCIL)
	
	/s/ Paolo Pavesi
	Paolo Pavesi
	 CTI Bresso Employee and
 Employee Representative to
Union

	
	/s/ Paola Nicoli
	Paola Nicoli
	 CTI Bresso Employee and
 Employee Representative to
Union

	
	/s/ Rosanna Cavagnoli
	Rosanna Cavagnoli
	 CTI Bresso Employee and
 Employee Representative to
Union