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DCTH > SEC Filings for DCTH > Form 8-K on 7-Jul-2009All Recent SEC Filings

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Form 8-K for DELCATH SYSTEMS INC


7-Jul-2009

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Delcath Systems, Inc. (the "Company") has announced that, effective July 6, 2009, Eamonn P. Hobbs has been appointed President and Chief Executive Officer of the Company.

Mr. Hobbs has been a director of the Company since October 2008. He has over 25 years of experience in the interventional radiology, interventional cardiology and gastroenterology medical device industries. From 1988 until earlier this year, Mr. Hobbs was President and CEO of AngioDynamics, Inc. As a co-founder, he built AngioDynamics into a leading medical technology company with an international market presence and a highly diverse product line. Throughout his tenure at AngioDynamics, Mr. Hobbs led the Company's efforts in marketing, strategic planning, product development and general management.

In connection with his appointment, Mr. Hobbs has entered into a two-year employment agreement with the Company effective July 6, 2009. The agreement provides that Mr. Hobbs (i) will receive a base salary of $425,000 per year,
(ii) is eligible to receive an annual bonus based on performance, (iii) has been granted options to purchase 800,000 shares of the Company's common stock, 50,000 of which are exercisable immediately with the balance exercisable ratably on the first three anniversaries of such effective date, subject to forfeiture in the event of certain circumstances and acceleration upon achieving certain Company performance milestones, a change in control or involuntary termination, (iv) will be granted on January 4, 2010 an option to purchase an additional 50,000 such shares exercisable pursuant to the same vesting provisions, (v) a special one-time starting bonus of $175,000, which is subject to claw-back in certain circumstances, (vi) in the event of certain involuntary terminations, will receive, subject to the delivery of a general release, severance equal to the greater of one year's base salary or the balance of base salary payable under the agreement, plus certain earned bonus amounts, and (vii) will be eligible for certain customary benefits. The agreement also contains certain customary terms, including non-competition, non-solicitation, non-disparagement and confidentiality covenants. The foregoing description of the employment agreement is qualified in its entirety by reference to a copy thereof filed as Exhibit 10.1 to this Form 8-K.

Mr. Hobbs replaces Richard L. Taney, who resigned effective July 6, 2009 as President and Chief Executive Officer of the Company pursuant to a separation and general release agreement, which confirms the entitlements of Mr. Taney under his existing employment agreement and certain other matters. Mr. Taney will continue as a member of the Board of Directors of the Company. The foregoing description of the separation and general release agreement is qualified in its entirety by reference to a copy thereof filed as Exhibit 10.2 to this Form 8-K.

On July 6, 2009, the Company issued a press release announcing certain of the foregoing matters, a copy of which release is filed as Exhibit 99.1 to this Form 8-K



Item 9.01 Financial Statements and Exhibits.

Exhibits. The following exhibits are filed with this report on Form 8-K:

Exhibit
Number   Description of Exhibit
10.1     Employment Agreement between Eamonn P. Hobbs and the Company.
10.2     Separation and General Release Agreement between Richard L. Taney and
         the Company
99.1     Press Release dated July 6, 2009


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