STOCK OPTION PLAN
DELCATH SYSTEMS, INC.
1. Purpose of Plan
The purpose of this 1992 Non-Incentive Stock Option Plan (the "Plan") is to further the growth and development
of Delcath Systems, Inc. (the "Company") and any direct and indirect subsidiaries thereof (collectively,
"Subsidiaries", and each, singly, a "Subsidiary") by encouraging selected employees, directors and other persons
who contribute and are expected to contribute materially to the Company's success to obtain a proprietary
interest in the Company through the ownership of stock, thereby providing such persons with an added incentive
to promote the best interests of the Company and affording the Company a means of attracting to its service
persons of outstanding ability.
2. Non-Incentive Stock Options; Stock Subject to the Plan.
An aggregate of 240,000 shares of the Company's Common Stock, $.01 par value ("Common Stock"), subject,
however, to adjustment or change pursuant to paragraph 12 hereof, shall be reserved for issuance upon the
exercise of non-incentive stock options (i.e., stock options which do not qualify as incentive stock options within
the meaning of Section 422 (b) of the Internal Revenue Code of 1986, as amended (the "Code")) which may be
granted from time to time in accordance with the Plan ("Options"). Such shares may be, in whole or in part, as the
Stock Option Committee (the "Committee") shall from time to time determine, authorized but unissued shares or
issued shares which have been reacquired by the Company. If, for any reason, an Option shall lapse, expire or
terminate without having been exercised in full, the unpurchased shares covered thereby shall again be available
for purposes of the Plan.
(a) The Board of Directors shall appoint the Committee from among its members. Such Committee shall be
composed of two or more Directors who shall be "disinterested persons" as defined by Regulation .240.16b-3
under the Securities Exchange Act of 1934, as amende