BSD MEDICAL CORPORATION
Exhibit
10.2
April 7,
2009
Xx.
Xxxxxx X. Xxxxxxx
Re: Employment Offer
Dear Xx.
Xxxxxxx:
BSD
Medical Corporation (the “Company”), is excited about
the opportunity to work with you. We feel that your experience and
expertise will quickly make you an asset to our team. Therefore, we
are pleased to offer you employment on the following terms:
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1.
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Position. You
will serve in a full-time capacity as President of the
Company. By signing this letter agreement, you represent and
warrant to the Company that you are under no contractual commitments
inconsistent with your obligations that would legally preclude you in any
way from immediate employment with the
Company.
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2.
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Period
of Employment. Your employment with the Company will be
“at will”, meaning that either you or the Company will be entitled to
terminate your employment at any time and for any reason, with or without
cause.
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3.
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Salary. You
will be paid a salary at the annual rate of Two Hundred Fifty Thousand
Dollars ($250,000) per year, payable in accordance with the Company's
standard payroll practices for salaried employees. Your salary will be
subject to adjustment pursuant to the discretion of the Board of Directors
or Compensation Committee of the
Company.
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4.
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Benefits. You
will receive the benefits offered by the Company to its salaried
employees, including health and dental insurance coverage. The
Company reserves the right to change or terminate any of the
benefits that it offers at any
time.
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5.
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Option
to Purchase Shares. You will be awarded an option to
purchase 655,760 shares of the Company’s common stock. The
exercise price per share will be equal to the fair market value per share
on the date the option is granted. The option will be subject
to the terms and conditions applicable to options granted under the
Company's Second Amended and Restated 1998 Incentive Stock
Option Plan and the applicable Notice of Grant of Stock
Option. Subject
to your continued employment, the Option will vest in accordance with the
Notice of Grant of Stock
Option.
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6.
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Withholding
Taxes. All forms of compensation referred to in this
letter agreement are subject to reduction to reflect applicable
withholding and payroll taxes.
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7.
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Entire
Agreement. This letter agreement constitutes the entire
agreement between the parties with respect to the matters covered hereby
and supersedes any prior understandings or agreements, whether oral or
written, between you and the
Company.
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Employment
Offer
Xxxxxx X.
Xxxxxxx
April 7,
2009
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8.
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Amendment
and Governing Law. This letter agreement may not be
amended or modified except by an express written agreement signed by you
and a duly authorized officer of the Company. The terms of this
letter agreement and the resolution of any disputes will be governed by
Utah law.
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We hope
that you find the foregoing terms acceptable. You may indicate your
agreement with these terms and accept this offer by signing and dating an
original copy of this letter agreement and returning it to me.
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Very
truly yours,
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BSD
MEDICAL CORPORATION
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By: /s/ Xxxx X.
Xxxxxx
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Name:
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Xxxx
X. Xxxxxx
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Its:
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Chairman
of the Board
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Senior
Vice President and
Chief
Technology Officer
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I have
read and accept the terms of this employment offer.
/s/ Xxxxxx X.
Xxxxxxx
Xxxxxx X.
Xxxxxxx
DATE: April 7,
2009
