Exhibit 10.2


 


FORM OF


 


CHOLESTECH CORPORATION


 


AMENDMENT TO CHANGE OF CONTROL
SEVERANCE AGREEMENT


 


This Amendment to the Change of Control Severance Agreement (the “Amendment”) is made as of [             ],
2007, by and between Cholestech
Corporation, a California corporation (the “Company”),
and [NAME OF EXECUTIVE OFFICER] (the “Employee”).


 


RECITALS


 


WHEREAS,  the
Company and the Employee entered into that certain Change of Control Severance
Agreement dated [DATE OF ORIGINAL AGREEMENT] (the “Agreement”).


 


WHEREAS,  the
Company and the Employee desire to amend
the Agreement to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”).


 


NOW, THEREFORE, the Company and the Employee agree that in
consideration of the foregoing and the promises and covenants contained herein,
the parties agree as follows:


 


AGREEMENT


 


8.     Code Section 409A. The
following paragraphs shall be added as Section 12 of the Agreement:


 


“Code Section 409A. Notwithstanding anything to the contrary in
this Agreement, if the Employee is a “specified employee” within the meaning of
Section 409A of the Code and any final regulations and guidance promulgated
thereunder (“Section 409A”) at the time of the Employee’s termination, and any
portion of the severance payable to the Employee, if any, pursuant to this
Agreement, when considered together with any other severance payments or
separation benefits would be considered deferred compensation under Section
409A (together, the “Deferred Compensation Separation Benefits”), then the
Deferred Compensation Separation Benefits that would otherwise have been
payable within the first six (6) months following the Employee’s termination of
employment will become payable on the first payroll date that occurs on or
after the date six (6) months and one (1) day following the date of the
Employee’s termination of employment (or if earlier, the date of Employee’s
death), along with accrued interest of 5.05% per annum through such payment
date. All subsequent Deferred Compensation Separation Benefits, if any, will be
payable in accordance with the payment schedule applicable to each payment or
benefit. It is the intent of this Agreement to comply with the
requirements of Section 409A so that none of the severance payments and
benefits to be provided hereunder will be subject to the additional tax imposed
under Section 409A, and any ambiguities herein will be interpreted to so comply.”


 

















 


9.     Full Force and Effect. To the
extent not expressly amended hereby, the Agreement shall remain in full force
and effect.


 


10.   Entire Agreement. This Amendment and the Agreement constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof.


 


11.   Successors and Assigns. This Amendment and the rights and obligations
of the parties hereunder shall inure to the benefit of, and be binding upon,
their respective successors, assigns, and legal representatives.


 


12.  Counterparts. This
Amendment may be executed in counterparts, all of which together shall
constitute one instrument, and each of which may be executed by less than all
of the parties to this Amendment.


 


13.  Governing Law. This
Amendment shall be governed in all respects by the internal laws of California,
without regard to principles of conflicts of law.


 


14.   Amendment.  Any provision of this Amendment, may be amended,
waived or terminated by a written instrument signed by the Company and the
Employee.


 


(Signature page follows)


 

















 


IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be executed as of
the date first set forth above.


 


 


	
  [NAME
  OF EXECUTIVE OFFICER]

  	
  CHOLESTECH
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
  Print Name

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Title

  



 


 


(Signature page to Amendment to Agreement)