Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is entered into this 31st day of December, 2006 (the "Effective Date") by and between Immunomedics, Inc., a Delaware corporation having its principal offices in Morris Plains, New Jersey (the "Company"), and Cynthia L. Sullivan (the "Executive"). WHEREAS, the Executive is presently employed by the Company in the capacity of President and Chief Executive Officer, pursuant to an Employment Agreement between the Company and Executive, dated March 10, 2001 (the "Prior Employment Agreement"); WHEREAS, on June 14, 2006, the Company extended the term of the Prior Employment Agreement through December 31, 2006; WHEREAS, the Executive possesses considerable experience and an intimate knowledge of the business and affairs of the Company, its policies, methods, personnel and operations; WHEREAS, the Company recognizes that the Executive's contributions have been substantial and meritorious and, as such, the Executive has demonstrated unique qualifications to act in an executive capacity for the Company; WHEREAS, the Company desires to continue to employ the Executive as its President and Chief Executive Officer, and the Executive desires to continue to serve in such capacity on behalf of the Company, upon the terms and conditions hereinafter set forth; and WHEREAS, the Company and the Executive have agreed that this Agreement will supercede and replace the Prior Employment Agreement as of the Effective Date. NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 1.1 Term. The term of this Agreement (the "Term") shall begin as of the Effective Date and shall terminate on the day immediately prior to the second anniversary of the Effective Date, unless sooner terminated by either party as hereinafter provided; provided, however, that the Term shall automatically be extended for successive one-year periods on the second anniversary of the Effective Date and on each subsequent anniversary thereof unless, not later than 180 days preceding the date of any such extension, either party gives the other party written notice of such party's intention not to further extend the Term. If the Company elects not to renew the Agreement, the Agreement will continue in effect according to its terms until the end of the then current Term, at which time the Agreement shall terminate, with the exception of the Executive's obligations set forth in Sections 4, 5, 6 and 7. The expiration or non-renewal of this Agreement shall be deemed a termination of the Executive's employment for purposes of this Agreement, including a termination without Cause for purposes of Section 2.
1.2 Duties and Responsibilities. Commencing on the Effective Date,
Executive shall continue to serve as the President and Chief Executive Officer of the Company and shall perform all duties and accept all responsibilities incident to such position as may be reasonably assigned to Executive by the Company's Board of Directors (the "Board"). 1.3 Extent of Service. Executive agrees to use Executive's best efforts to carry out Executive's duties and responsibilities under Section 1.1 hereof and, consistent with the other provisions of this Agreement, to devote substantially all of Executive's business time, attention and energy thereto. The foregoing shall not be construed as preventing Executive from making investments in other businesses or enterprises, provided that Executive agrees not to become engaged in any other business activity which, in the reasonable judgment of the Board, is likely to interfere with Executive's ability to discharge Executive's duties and responsibilities to the Company. 1.4 Base Salary. For all the services rendered by Executive hereunder, the Company shall pay Executive a base salary ("Base Salary") at the annual rate of $532,000, payable bi-weekly in installments at such times as the Company customarily pays its other senior level executives. Executive's Base Salary shall be reviewed annually for appropriate increases by the Board or Compensation Committee of the Board (the "Compensation Committee") pursuant to the normal performance review policies for senior level executives. 1.5 Annual Bonus. During the Term, the Executive shall be eligible to participate in the Company's incentive compensation plan in place from time to time for its senior level executives generally, at levels determined by the Compensation Committee. The Company reserves the right to amend or rescind the incentive compensation plan at any time in its discretion. In connection with Executive's participation in the incentive compensation plan, the Executive shall be eligible to receive an annual discretionary bonus. The amount of the annual discretionary bonus, if any, will be determined by the Compensation Committee in its discretion, based on the Executive's individual performance and Company performance as determined by the Compensation Committee. The Executive's annual bonus target is 30% of Base Salary, subject to achievement of performan ce goals to be established by the Compensation Committee, with a potential payout from 0 to 150% of the target amount depending upon achievement of the performance goals. The discretionary annual bonus, if any, will be determined as of the end of each fiscal year during the Term and shall be payable as soon as practicable after the end of each fiscal year to which the bonus relates, but in no event, later than 2-1/2 months after the end of such fiscal year, except as provided in Section 2. Except as otherwise specifically provided in Section 2, to be eligible to receive an annual bonus, or any portion thereof, the Executive must be employed by the Company both at the time the amount of the annual bonus, if any, is determined, and at the time the annual bonus, if any, is to be paid. 1.6 Equity Compensation. During the Term, pursuant to the terms and conditions of the Company's 2006 Stock Incentive Plan or any successor equity compensation plan as may be in place from time to time, the Executive shall be eligible to receive, from time to time, awards in amounts, and subject to such terms, conditions and restrictions, as determined by the Compensation Committee in its sole discretion. Awards granted to the Executive, if any, shall be subject to the terms and conditions established within the Company's 2006 Stock Incentive Plan (as amended from time to time) or any successor equity compensation plan as may be in place from time to time, as applicable, and the separate option agreement, restricted stock purchase agreement or stock award agreement between the Company and the Executive that sets forth the terms and conditions of the award (e.g., exercise price, expiration date and vesting
schedule of stock options; and the restricted period and/or other restrictions such as performance objectives relating to stock awards). 2 1.7 Retirement and Welfare Plans. During the Term, Executive shall participate in employee retirement and welfare benefit plans made available to the Company's senior level executives as a group or to its employees generally, as such retirement and welfare plans may be in effect from time to time and subject to the eligibility requirements of the plans. Nothing in this Agreement shall prevent the Company from amending or terminating any retirement, welfare or other employee benefit plans or programs from time to time as the Company deems appropriate. 1.8 Reimbursement of Expenses; Vacation. During the Term, Executive shall be provided with reimbursement of reasonable expenses related to Executive's employment by the Company on a basis no less favorable than that which may be authorized from time to time for senior level executives as a group, and shall be entitled to six (6) weeks of vacation in accordance with the Company's pay for time not worked policies. 1.9 Perquisites. During the Term, Executive shall also be provided with executive fringe benefits and perquisites under the same terms as those made available to the Company's senior level executives as a group, as such programs may be in effect from time to time. Nothing in this Agreement or otherwise shall prevent the Company from amending or terminating any fringe benefits or perquisites from time to time as the Company deems appropriate. Termination. Executive's employment shall terminate upon the occurrence ----------of any of the following events: 2.1 Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) The Company may remove Executive at any time without Cause (as defined in Section 2.9) from the position in which Executive is employed hereunder upon not less than 30 days' prior written notice to Executive. The Company shall have discretion to terminate Executive's employment during the notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a termination of employment by resigning under this Section 2.1 for Good Reason (as defined in Section 2.9), upon not less than 30 days' prior written notice of such resignation. (b) If Executive's employment terminates as described in subsection (a) above and Executive executes and does not revoke a written release upon such removal, in a form provided by the Company, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's employment by the Company, or the termination thereof (the "Release"), Executive shall be entitled to receive the following severance compensation, as long as Executive complies with the terms of Sections 4, 5, 6 and 7 below: (i) Executive shall receive severance payments in an amount equal to 2.00 times Executive's annual Base Salary at the rate in effect at the time of Executive's termination, plus target bonus established for 2.
the fiscal year in which the date of termination occurs. The severance amount shall be paid in equal monthly installments over the 24-month