**Exhibit10.2**

 

August 13, 2009

 

Ms. JulieA. Brooks

 

DearJulie,

 

Weare pleased to offer you the position of Vice President General Counsel andCorporate Secretary with Conceptus, Inc., at a starting salary of$22,916.67 per month, which equates to $275,000.00 annually, subject to allFederal, State and other applicable taxes and withholdings, payable onbi-weekly basis. This offer will be subject to your appointment by theConceptus Board of Directors.

 

Aspart of this offer, you will also be given a Change in Control agreement(attached).  Additionally, you will beeligible to receive a bonus of up to 45% of your salary (pro-rated to yourstart date).  The payout of the bonus is dependentupon the Company achieving its 2009 Goals and Objectives as well you achievingyour department Goals and Objectives.  Iwill further discuss with you the bonus program upon your hire. In addition,your base salary, title & stock compensation package will be reviewedduring the normal executive review time, which usually takes place in February.

 

Inthis capacity, you will report directly to me, Mark Sieczkarek, President andCEO. Should you accept this offer, you will begin work as a regular, exemptemployee.

 

As a regular employee of Conceptus, Inc., you will be eligible toparticipate in a number of Company sponsored benefits, which include: medical,dental, vision, life and long term disability insurance coverage. Thesebenefits are effective the first day of your employment. You will also beeligible to join our 401(k) program and participate in our employee stockpurchase plan.

 

Atthe next scheduled Compensation Committee meeting after your employment startdate (‘grant date’), Management will recommend a grant to you forstock-settled, stock appreciation rights (SARs) on 125,000 shares of Conceptus, Inc. The terms of the stock appreciate rights are similar to stock options, butprovide more flexibility in accordance with the Conceptus stock optionplan.  You will be given a copy of this plan at the time of yourgrant.  According to the terms of that stock appreciation right, yourexercise price will be set based on the market closing price of Conceptus onthe grant date and you will become 12.50% vested after 6 months of employment,and then 1/48th per month thereafter such that you will be fully vested at fouryears. Your vesting will commence as of your first day of employment withConceptus.

 

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Employmentwith Conceptus is for no specific period of time. As a result, either you orConceptus, Inc. is free to terminate your employment relationship at anytime for any reason, with or without cause. This is the full and completeagreement between us on this term. Although your job duties, titles,compensation and benefits, as well as Conceptus’ personnel policies and procedures,may change from time-to-time, the “at-will” nature of your employment may onlybe changed in an express writing signed by you and the President of theCompany.

 

Youremployment pursuant to this offer is contingent on your executing the enclosedProprietary Information and Inventions Agreement and upon your providing theCompany with the legally required proof of your identity and authorization towork in the United States. Please provide the appropriate verificationdocuments on your first day of employment.

 

Inaccepting our offer, we ask that you make every effort to protect theconfidential and proprietary information of your current employer. Thisincludes making sure that all technical documents currently in your possessionare returned to your employer prior to your leaving.

 

Thisletter sets forth the terms of your employment with us and supersedes any priorrepresentations or agreements, whether written or oral. To accept this offer,please sign and return this letter me. This offer, if not accepted, will expire on September 2, 2009.

 

Julie,we look forward to having you join the Conceptus team. If you have anyquestions, please call me.

 

Sincerely,

 

 

MarkSieczkarek

Presidentand CEO

 

Ihave read and accept this employment offer.

 

 
| /s/  Julie A. Brooks |               |        | 11/2/2009 |   |
|----------------------|--------------------|-------------|-----------|--------|
| Julie  A. Brooks     | Date               | Start  Date |
|                 |               |        |
| Enclosures:          | New  Hire Packet   |        |
|                 | Change  in Control |        |
|                      |                    |             |           |        |  |

 

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