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EXHIBIT
10.1
[Urologix
letterhead]
July 14, 2008
Mr. Gregory Fluet
[address]
[address]
Dear Greg:
On behalf of Urologix, Inc. (the
“Company”), I am pleased to offer you the position of
Executive Vice President and Chief Operating Officer. We would like
you to begin serving in this role on July 14, 2008.
This is a full-time position and you
will be expected to devote all of your working time and ability to
the performance of your duties. Any outside business activities
will require prior authorization by the Chief Executive Officer.
You will report to the Company’s Chief Executive
Officer.
You will be paid a base annual salary of
$150,000 (less taxes and applicable withholdings) according to the
Company’s normal payroll practices and policies. The
statement of annual salary does not imply a guarantee of employment
for any specific length of time. If your employment terminates, you
will be paid a prorated amount through your actual last day of
employment.
In fiscal year 2009 (July 2008 to June
2009), you will be eligible for a cash bonus of 30% of your base
salary at the target level (minimum at 0% and maximum at 60%) based
on achievement of specific goals to be determined by the
Compensation Committee of the Board of Directors. The incentive
target will be based upon a Board-approved Fiscal Year 2009 Plan
and appropriate metrics in that Plan. As an executive officer of
Urologix, Urologix is willing to enter into an agreement
(“Change in Control Agreement”) with you providing that
if a “change in control” occurs and your employment is
terminated without “cause,” or by you for “good
reason” within twelve months of a change in control, Urologix
will pay you a cash severance payment in a single sum within 60
days of the date of termination equal to 100% of your annual target
compensation (base salary and bonus) in effect on such date. A copy
of the Change in Control Agreement is attached to this
letter.
I am also pleased to inform
you that as part of your employment offer, and following approval
by the Compensation Committee of the Board of Directors, you will
be granted an incentive stock option to purchase 75,000 shares of
the Company’s common stock at an exercise price determined by
the closing market price of the stock on the date of grant. These
options shall vest as follows: 25% of the shares shall vest on the
first anniversary of the grant date; an
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