EX-10.1






Exhibit 10.1




FORM OF

EMPLOYMENT AGREEMENT




     This Employment Agreement is made and entered into effective as of                      ___,
                     (the “Effective Date”), by and between Neoprobe Corporation, a Delaware
Corporation with a place of business at 425 Metro Place North, Suite 300, Dublin, Ohio
43017-1367 (the “Company”) and                      of                      (the “Employee”).



     WHEREAS, the Company and the Employee entered into an Employment Agreement dated as
of                      ___,                      (the “___Employment Agreement”); and



     WHEREAS, the Company and the Employee wish to establish new terms, covenants, and
conditions for the Employee’s continued employment with the Company through this
agreement (“Employment Agreement”).



     NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the
parties hereto agree as follows:




	1.	 	Duties. From and after the Effective Date, and based upon the terms and
conditions set forth herein, the Company agrees to employ the Employee and the
Employee agrees to be employed by the Company, as [                    ] of the Company
and in such equivalent, additional or higher executive level position or positions
as shall be assigned to him by the Company’s Board of Directors. While serving in
such executive level position or positions, the Employee shall report to, be
responsible to, and shall take direction from the Board of Directors of the
Company. The Board of Directors shall not require the Employee to perform any task
that is inconsistent with the office of President or the position of Chief
Executive Officer. During the Term of this Employment Agreement (as defined in
Section 2 below), the Employee agrees to devote substantially all of his working
time to the position he holds with the Company and to faithfully, industriously,
and to the best of his ability, experience and talent, perform the duties which are
assigned to him. The Employee shall observe and abide by the reasonable corporate
policies and decisions of the Company in all business matters.
	 
	 	 	The Employee represents and warrants to the Company that Exhibit A attached hereto
sets forth a true and complete list of (a) all offices, directorships and other
positions held by the Employee in corporations and firms other than the Company and
its subsidiaries and (b) any investment or ownership interest in any corporation or
firm other than the Company beneficially owned by the Employee (excluding investments
in life insurance policies, bank deposits, publicly traded securities that are less
than five percent (5%) of their class and real estate). The Employee will promptly
notify the Board of Directors of the Company of any additional positions undertaken
or investments made by the Employee during the Term of this Employment Agreement if
they are of a type which, if they had existed on the date hereof, should have been
listed on Exhibit A hereto. As long as the Employee’s other positions or investments
in other firms do not create a conflict of interest, violate the Employee’s
obligations under Section 7 below or cause the Employee to neglect his duties
hereunder, such activities and positions shall not be deemed to be a breach of this
Employment Agreement.
	 
	2.	 	Term of this Employment Agreement. Subject to Sections 4 and 5 hereof, the
Term of this Employment Agreement shall be for a period of [                    ] months,
commencing January 1, 200___and terminating December 31, 200_.






3. Compensation. During the Term of this Employment Agreement, the Company shall pay,
and the Employee agrees to accept as full consideration for the services to be
rendered by the Employee hereunder, compensation consisting of the following:




	 	A.	 	Salary. Beginning on the first day of the Term of this Employment
Agreement, the Company shall pay the Employee a salary of [                    ] ($                    )
per year, payable in semi-monthly or monthly installments as requested by the
Employee.





 









 






	 	B.	 	Bonus. The Compensation, Nominating and Governance Committee (the “Commmittee”) of
the Board of Directors will, on an annual basis, review the performance of the
Company and of the Employee and will pay such bonus as it deems appropriate, in its
discretion, to the Employee based upon such review. Such review and bonus shall be
consistent with any bonus plan adopted by the Committee, which covers the executive
officers and employees of the Company generally.
	 
	 	C.	 	Benefits. During the Term of this Employment Agreement, the Employee
will receive such employee benefits as are generally available to all employees
of the Company.
	 
	 	D.	 	Stock Options. The Committee of the Board of Directors may, from
time-to-time, grant stock options, restricted stock purchase opportunities and
such other forms of stock-based incentive compensation as it deems appropriate,
in its discretion, to the Employee under the Company’s Stock Option and
Restricted Stock Purchase Plan and the 1996 and 2002 Stock Incentive Plan (the
“Stock Plans”). The terms of the relevant award agreements shall govern the
rights of the Employee and the Company thereunder in the event of any conflict
between such agreement and this Employment Agreement.
	 
	 	E.	 	Vacation. The Employee shall be entitled to ___(___) days of vacation
during each calendar year during the Term of this Employment Agreement.
	 
	 	F.	 	Expenses. The Company shall reimburse the Employee for all reasonable
out-of-pocket expenses incurred by him in the performance of his duties
hereunder, including expenses for travel, entertainment and similar items,
promptly after the presentation by the Employee, from time-to-time, of an
itemized account of such expenses.






	4.	 	Termination.






	 	A.	 	For Cause. The Company may terminate the employment of the Employee prior
to the end of the Term of this Employment Agreement “for cause.” Termination
“for cause” shall be defined as a termination by the Company of the employment
of the Employee occasioned by the failure by the Employee to cure a willful
breach of a material duty imposed on the Employee under this Employment
Agreement within 15 days after written notice thereof by the Company or the
continuation by the Employee after written notice by the Company of a willful
and continued neglect of a duty imposed on the Employee under this Employment
Agreement. In the event of termination by the Company “for cause,” all salary,
benefits and other payments shall cease at the time of termination, and the
Company shall have no further obligations to the Employee.
	 
	 	B.	 	Resignation. If the Employee resigns for any reason, all salary, benefits
and other payments (except as otherwise provided in paragraph G of this Section
4 below) shall cease at the time such resignation becomes effective. At the
time of any such resignation, the Company shall pay the Employee the value of
any accrued but unused vacation time, and the amount of all accrued but
previously unpaid base salary through the date of such termination. The Company
shall promptly reimburse the Employee for the amount of any expenses incurred
prior to such termination by the Employee as required under paragraph F of
Section 3 above.
	 
	 	C.	 	Disability, Death. The Company may terminate the employment of the
Employee prior to the end of the Term of this Employment Agreement if the
Employee has been unable to perform his duties hereunder or a similar job for a
continuous period of Twelve (12) months due to a physical or mental condition
that, in the opinion of a licensed physician, will be of indefinite duration or
is without a reasonable probability of recovery for a period of at least Six (6)
months. The Employee agrees to submit to an examination by a licensed physician
of his choice in order to obtain such opinion, at the request of the Company,
made after the Employee has been absent from his place of employment for at
least six (6) months. Any requested examination shall be paid for by the
Company. However, this provision does not abrogate either the Company’s or the
Employee’s rights and obligations pursuant to the Family and Medical Leave Act
of 1993, and a termination of employment under this paragraph C shall not be
deemed to be a termination for cause.
	 
	 	 	 	If during the Term of this Employment Agreement, the Employee dies or his
employment is terminated because of his disability, all salary, benefits and other
payments shall cease at the time of death or disability, provided, however, that
the Company shall provide such health, dental and similar insurance or benefits as
were provided to Employee immediately before his termination by reason of death or
disability, to Employee or his family for the longer of [                    ] (___) months after
such




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	 	 	 	termination or the full unexpired Term of this Employment Agreement on the same
terms and conditions (including cost) as were applicable before such termination.
In addition, for the first six (6) months of disability, the Company shall pay to
the Employee the difference, if any, between any cash benefits received by the
Employee from a Company-sponsored disability insurance policy and the Employee’s
salary hereunder. At the time of any such termination, the Company shall pay the
Employee, the value of any accrued but unused vacation time, and the amount of all
accrued but previously unpaid base salary through the date of such termination.
The Company shall promptly reimburse the Employee for the amount of any expenses
incurred prior to such termination by the Employee as required under paragraph F
of Section 3 above.






	 	 	 	Notwithstanding the foregoing, if the Company reasonably determines that any of
the benefits described in this paragraph C may not be exempt from federal income
tax, then for a period of six (6) months after the date of the Employee’s
termination, the Employee shall pay to the Company an amount equal to the stated
taxable cost of such coverages. After the expiration of the six-month period, the
Employee shall receive from the Company a reimbursement of the amounts paid by the
Employee.
	 
	 	D.	 	Termination without Cause. A termination without cause is a termination
of the employment of the Employee by the Company that is not “for cause” and not
occasioned by the resignation, death or disability of the Employee. If the
Company terminates the employment of the Employee without cause, (whether before
the end of the Term of this Employment Agreement or, if the Employee is employed
by the Company under paragraph E of this Section 4 below, after the Term of this
Employment Agreement has ended) the Company shall, at the time of such
termination, pay to the Employee the severance payment provided in paragraph F
of this Section 4 below together with the value of any accrued but unused
vacation time and the amount of all accrued but previously unpaid base salary
through the date of such termination and shall provide him with all of his
benefits under paragraph C of Section 3 above for the longer of [                    ] (___)
months or the full unexpired Term of this Employment Agreement. The Company
shall promptly reimburse the Employee for the amount of any expenses incurred
prior to such termination by the Employee as required under paragraph F of
Section 3 above.
	 
	 	 	 	If the Company terminates the employment of the Employee because it has ceased to
do business or substantially completed the liquidation of its assets or because it
has relocated to another city and the Employee has decided not to relocate also,
such termination of employment shall be deemed to be without cause.
	 
	 	E.	 	End of the Term of this Employment Agreement. Except as otherwise
provided in paragraphs F and G of this Section 4 below, the Company may
terminate the employment of the Employee at the end of the Term of this
Employment Agreement without any liability on the part of the Company to the
Employee but, if the Employee continues to be an employee of the Company after
the Term of this Employment Agreement ends, his employment shall be governed by
the terms and conditions of this Agreement, but he shall be an employee at will
and his employment may be terminated at any time by either the Company or the
Employee without notice and for any reason not prohibited by law or no reason at
all. If the Company terminates the employment of the Employee at the end of the
Term of this Employment Agreement, the Company shall, at the time of such
termination, pay to the Employee the severance payment provided in paragraph F
of this Section 4 below together with the value of any accrued but unused
vacation time and the amount of all accrued but previously unpaid base salary
through the date of such termination. The Company shall promptly reimburse the
Employee for the amount of any reasonable expenses incurred prior to such
termination by the Employee as required under paragraph F of Section 3 above.
	 
	 	F.	 	Severance. If the employment of the Employee is terminated by the
Company, at the end of the Term of this Employment Agreement or, without cause
(whether before the end of the Term of this Employment Agreement or, if the
Employee is employed by the Company under paragraph E of this Section 4 above,
after the Term of this Employment Agreement has ended), the Employee shall be
paid, as a severance payment at the time of such termination, the amount of
[                    ] ($                    ) together with the value of any accrued but unused vacation
time.





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	 	G.	 	Change of Control Severance. In addition to the rights of the Employee under the
Company’s employee benefit plans (paragraphs C of Section 3 above) but in lieu of
any severance payment under paragraph F of this Section 4 above, if there is a
Change in Control of the Company (as defined below) and the employment of the
Employee is concurrently or subsequently terminated (a) by the Company without
cause, (b) by the expiration of the Term of this Employment Agreement, or (c) by
the resignation of the Employee because he has reasonably determined in good faith
that his titles, authorities, responsibilities, salary, bonus opportunities or
benefits have been materially diminished, that a material adverse change in his
working conditions has occurred, that his services are no longer required in light
of the Company’s business plan, or the Company has breached this Employment
Agreement, the Company shall pay the Employee, as a severance payment, at the time
of such termination, [                    ] ($                    ) together with the value of any accrued
but unused vacation time, and the amount of all accrued but previously unpaid base
salary through the date of termination and shall provide him with all of the
Employee benefits under paragraph C of Section 3 above for the longer of [                    ]
(___) months or the full unexpired Term of this Employment Agreement. The Company
shall promptly reimburse the Employee for the amount of any expenses incurred
prior to such termination by the Employee as required under paragraph F of Section
3 above. Notwithstanding the foregoing, before the Employee may resign pursuant to
Section 4(G)(c) above, the Employee shall deliver to the Company a written notice
of the Employee’s intent to terminate his employment pursuant to Section 4(G)(c),
and the Company shall have been given a reasonable opportunity to cure any such
act, omission or condition within Thirty (30) days after the Company’s receipt of
such notice.
	 
	 	 	 	For the purpose of this Employment Agreement, a Change in Control of the Company
has occurred when: (a) any person (defined for the purposes of this paragraph G
to mean any person within the meaning of Section 13(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”)), other than Neoprobe, an employee benefit plan
created by its Board of Directors for the benefit of its employees, or a
participant in a transaction approved by its Board of Directors for the principal
purpose of raising additional capital, either directly or indirectly, acquires
beneficial ownership (determined under Rule 13d-3 of the Regulations promulgated
by the Securities and Exchange Commission under Section 13(d) of the Exchange Act)
of securities issued by Neoprobe having thirty percent (30%) or more of the voting
power of all the voting securities issued by Neoprobe in the election of Directors
at the next meeting of the holders of voting securities to be held for such
purpose; (b) a majority of the Directors elected at any meeting of the holders of
voting securities of Neoprobe are persons who were not nominated for such election
by the Board of Directors or a duly constituted committee of the Board of
Directors having authority in such matters; (c) the stockholders of Neoprobe
approve a merger or consolidation of Neoprobe with another person other than a
merger or consolidation in which the holders of Neoprobe’s voting securities
issued and outstanding immediately before such merger or consolidation continue to
hold voting securities in the surviving or resulting corporation (in the same
relative proportions to each other as existed before such event) comprising eighty
percent (80%) or more of the voting power for all purposes of the surviving or
resulting corporation; or (d) the stockholders of Neoprobe approve a transfer of
substantially all of the assets of Neoprobe to another person other than a
transfer to a transferee, eighty percent (80%) or more of the voting power of
which is owned or controlled by Neoprobe or by the holders of Neoprobe’s voting
securities issued and outstanding immediately before such transfer in the same
relative proportions to each other as existed before such event. The parties
hereto agree that for the purpose of determining the time when a Change of Control
has occurred that if any transaction results from a definite proposal that was
made before the end of the Term of this Employment Agreement but which continued
until after the end of the Term of this Employment Agreement and such transaction
is consummated after the end of the Term of this Employment Agreement, such
transaction shall be deemed to have occurred when the definite proposal was made
for the purposes of the first sentence of this paragraph G of this Section 4.
	 
	 	H.	 	Benefit and Stock Plans. In the event that a benefit plan or Stock Plan
which covers the Employee has specific provisions concerning termination of
employment, or the death or disability of an employee (e.g., life insurance or
disability insurance), then such benefit plan or Stock Plan shall control the
disposition of the benefits or stock options.





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	5.	 	Proprietary Information Agreement. Employee has executed a Proprietary Information
Agreement as a condition of employment with the Company. The Proprietary Information
Agreement shall not be limited by this Employment Agreement in any manner, and the
Employee shall act in accordance with the provisions of the Proprietary Information
Agreement at all times during the Term of this Employment Agreement.
	 
	6.	 	Non-Competition. Employee agrees that for so long as he is employed by the
Company under this Employment Agreement and for one (1) year thereafter, the
Employee will not:






	 	A.	 	enter into the employ of or render any services to any person, firm, or
corporation, which is engaged, in any part, in a Competitive Business (as
defined below);
	 
	 	B.	 	engage in any directly Competitive Business for his own account;
	 
	 	C.	 	become associated with or interested in through retention or by
employment any Competitive Business as an individual, partner, shareholder,
creditor, director, officer, principal, agent, employee, trustee, consultant,
advisor, or in any other relationship or capacity; or
	 
	 	D.	 	solicit, interfere with, or endeavor to entice away from the Company, any
of its customers, strategic partners, or sources of supply.






               Nothing in this Employment Agreement shall preclude Employee from taking
employment in the banking or related financial services industries nor from investing
his personal assets in the securities or any Competitive Business if such securities
are traded on a national stock exchange or in the over-the-counter market and if such
investment does not result in his beneficially owning, at any time, more than one
percent (1%) of the publicly-traded equity securities of such Competitive Business.
“Competitive Business” for purposes of this Employment Agreement shall mean any
business or enterprise which:




	 	a.	 	is engaged in the development and/or commercialization of products and/or
systems for use in intraoperative detection of cancer, or
	 
	 	b.	 	reasonably understood to be competitive in the relevant market with
products and/or systems described in clause a above, or
	 
	 	c.	 	the Company engages in during the Term of this Employment Agreement
pursuant to a determination of the Board of Directors and from which the Company
derives a material amount of revenue or in which the Company has made a material
capital investment.






               The covenant set forth in this Section 6 shall terminate immediately upon the
substantial completion of the liquidation of assets of the Company or the termination
of the employment of the Employee by the Company without cause or at the end of the
Term of this Employment Agreement.




	7.	 	Arbitration. Any dispute or controversy arising under or in connection with
this Employment Agreement shall be settled exclusively by arbitration in Columbus,
Ohio, in accordance with the non-union employment arbitration rules of the American
Arbitration Association (“AAA”) then in effect. If specific non-union employment
dispute rules are not in effect, then AAA commercial arbitration rules shall govern
the dispute. If the amount claimed exceeds $100,000, the arbitration shall be
before a panel of three arbitrators. Judgment may be entered on the arbitrator’s
award in any court having jurisdiction. The Company shall indemnify the Employee
against and hold him harmless from any attorney’s fees, court costs and other
expenses incurred by the Employee in connection with the preparation, commencement,
prosecution, defense, or enforcement of any arbitration, award, confirmation or
judgment in order to assert or defend any right or obtain any payment under
paragraph C of Section 4 above or under this sentence; without regard to the
success of the Employee or his attorney in any such arbitration or proceeding.
	 
	8.	 	Governing Law. The Employment Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
	 
	9.	 	Validity. The invalidity or unenforceability of any provision or provisions of
this Employment Agreement shall not affect the validity or enforceability of any
other provision of the Employment Agreement, which shall remain in full force and
effect.





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	10.	 	Compliance with Section 409A of the Internal Revenue Code. If, when the
Employee’s employment with the Company terminates, the Employee is a “specified
employee” as defined in Section 409A(a)(1)(B)(i) of the Internal Revenue Code, and
if any payments under this Employment Agreement, including payments under Section
4, will result in additional tax or interest to the Employee under Section
409A(a)(1)(B) (“Section 409A Penalties”), then despite any provision of this
Employment Agreement to the contrary, the Employee will not be entitled to payments
until the earliest of (a) the date that is at least six months after termination of
the Employee’s employment for reasons other than the Employee’s death, (b) the date
of the Employee’s death, or (c) any earlier date that does not result in Section
409A Penalties to the Employee. As soon as practicable after the end of the period
during which payments are delayed under this provision, the entire amount of the
delayed payments shall be paid to the Employee in a lump sum. Additionally, if any
provision of this Employment Agreement would subject the Employee to Section 409A
Penalties, the Company will apply such provision in a manner consistent with
Section 409A of the Internal Revenue Code during any period in which an arrangement
is permitted to comply operationally with Section 409A of the Internal Revenue Code
and before a formal amendment to this Employment Agreement is required.






	11.	 	Entire Agreement.






	 	A.	 	The 2007 Employment Agreement is terminated as of the effective date of
this Employment Agreement, except that awards under the Stock Plans granted to
the Employee in the 2007 Employment Agreement or in any previous employment
agreement or by the Committee remain in full force and effect, and survive the
termination of the 2007 Employment Agreement and remain in full force and
effect.
	 
	 	B.	 	This Employment Agreement constitutes the entire understanding between
the parties with respect to the subject matter hereof, superseding all
negotiations, prior discussions, and preliminary agreements. This Employment
Agreement may not be amended except in writing executed by the parties hereto.






	12.	 	Effect on Successors of Interest. This Employment Agreement shall inure to the
benefit of and be binding upon heirs, administrators, executors, successors and
assigns of each of the parties hereto. Notwithstanding the above, the Employee
recognizes and agrees that his obligation under this Employment Agreement may not
be assigned without the consent of the Company.




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




	 	 	 	 	 	 	 	 	 
	NEOPROBE
CORPORATION
	 	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

[Name][Title]
	 	 
	 	 

[Name]
	 	 
	 

	 	[Title]	 	 	 	 	 	 







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