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EXHIBIT
10.2
[Urologix
letterhead]
July 14, 2008
Dear Greg:
Although your employment is “at
will” and may be terminated by you or Urologix at any time
for any reason, Urologix has agreed to provide you with a
particular severance pay benefit following a Change in Control in
the event your employment is terminated without Cause, or by you
for Good Reason. Terms not otherwise defined in this letter (the
“Letter Agreement”) shall have the meaning given such
terms on Schedule 1, which is incorporated herein by
reference.
Specifically, we have agreed as
follows:
1. Change in Control . If a
Change in Control shall occur and your employment is terminated
without Cause, or by you for Good Reason, within twelve months of a
Change in Control, Urologix shall pay you a severance payment in
cash in a single sum within sixty (60) days of the date of
termination equal to 100% of the sum of your annual target
compensation (base salary and bonus) in effect on such date. In
addition, Urologix shall continue the health, dental and life
insurance benefits substantially similar to those you are receiving
or are entitled to receive prior to your termination for a period
of twelve (12) months. You shall pay the employee’s
share of the premiums for such benefits.
2. Arbitration . All disputes or
claims arising out of or in any way related to this Letter
Agreement, including the making of this Letter Agreement, shall be
submitted to and determined by final and binding arbitration under
the Rules of the American Arbitration Association. Arbitration
proceedings may be initiated by either of us upon notice to the
other and to the American Arbitration Association, and shall be
conducted by three arbitrators under the Rules of the American
Arbitration Association in Minneapolis, Minnesota, unless we agree
to have the person or persons to serve as arbitrators within thirty
(30) days of delivery of the list of proposed arbitrators by
the American Arbitration Association, then, at the request of
either of us, the three arbitrators shall be selected at the
discretion of the American Arbitration Association.
3. Entire Agreement . This Letter
Agreement constitutes our entire agreement and supersedes all prior
discussions, understandings and agreements with respect to the
severance benefits which Urologix has agreed to provide to you.
This Letter Agreement shall be governed and construed by the laws
of the State of Minnesota and may be amended only in writing signed
by both of us.
4. Successors . This Letter
Agreement shall not be assignable, in whole or in part, by you.
This Letter Agreement shall be binding upon and inure to the
benefit of Urologix and its successors and assigns and upon any
person acquiring, by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the assets and business of
Urologix, and the successor shall be substituted for Urologix under
this Letter Agreement.
Fluet G
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