Exhibit
10.1





SUMMARY
COMPENSATION SHEET


January
1, 2009





Compensation
of Non-Employee Directors





Annual
Retainer.  Non-employee members of the Board of Directors of
Hurco Companies, Inc. (the “Company”) receive a cash retainer of $5,000 per
fiscal quarter.





Committee
Retainers.  Committee chairs and audit committee members also
receive the following cash payments:





·
            Audit
      Committee Chair - $5,000 per fiscal
quarter.




·
            All
      other Committee Chairs - $2,500 per fiscal
  quarter.




·
            Audit
      Committee Members - $2,500 per fiscal
quarter




Meeting
Fees.  Non-employee directors also receive a cash fee of $1,500
for each Board meeting attended.





Reimbursement.  The
Company reimburses non-employee directors for travel and other expenses incurred
in attending Board and committee meetings.





Compensation
of Named Executive Officers





Base Salaries.  The
executive officers of the Company serve at the discretion of the Board of
Directors. The Compensation Committee of the Board sets or ratifies the annual
base salaries of the Company’s executive officers.  The following are
the annual base salary levels as of January 1, 2009 for the Company’s current
Chief Executive Officer, Chief Financial Officer and its two other most highly
compensated executive officers (the “Named Executive Officers”) identified in
the proxy statement for the Company’s 2009 annual meeting of
shareholders:





Michael
      Doar
                                                            Chairman
      and Chief Executive Officer
                                                          $375,000John
      G. Oblazney
                                                            Secretary,
      Treasurer andChief
      Financial Officer
                                                          $185,000James
      D. Fabris
                                                            President
      and Chief Operating Officer
                                                          $335,000Sonja
      K. McClelland
                                                            Corporate
      Controller andAssistant
      Secretary
                                                          $130,000





Employment
Agreements.  The Company has entered into employment agreements
with the Chief Executive Officer, the Chief Financial Officer and the Chief
Operating Officer.  These contracts generally provide for salary
payments and other benefits for twelve months if the officer’s employment
terminates for a qualifying event or circumstance other than gross
misconduct.  The employment agreements are filed as exhibits to the
Company’s Annual Report on Form 10-K for the fiscal year ended October 31,
2008.




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Bonuses.  Each of
the Named Executive Officers may be eligible to receive a discretionary bonus
set or ratified by the Compensation Committee.  On November 20, 2008,
the Compensation Committee approved the following bonuses for the Named
Executive Officers for fiscal 2008:





Michael
      Doar
                                                                                                  Chairman
      and Chief Executive Officer
                                                                                                $   
      670,000John
      G. Oblazney
                                                                                                  Secretary,
      Treasurer andChief
      Financial Officer
                                                                                                $    100,000James
      D. Fabris
                                                                                                  President
      and Chief Operating Officer
                                                                                                $   
      600,000Sonja
      K. McClelland
                                                                                                  Corporate
      Controller andAssistant
      Secretary
                                                                                                $      90,000





Deferred Compensation
Plan.  The Company maintains a nonqualified deferred
compensation plan in which senior managers and other highly compensated
employees are eligible to participate.  Eligible participants of the
plan are able to defer between 2% and 50% of base salary and up to 100% of
long-term annual bonus less required and voluntary payroll deductions in a given
plan year.  The Board of Directors may declare a discretionary amount
of matching credits for participants deferring compensation, up to a maximum of
6% of compensation.  Participants are 100% vested in all deferral and
matching accounts at all times.  Amounts deferred under the plan are
credit with earnings at the rate of return generated by mutual fund investment
options elected by the participants that are offered in the Company’s 401(k)
Plan.





Medical, Disability and Life
Insurance.  The Named Executive Officers participate in
benefits coverage to help manage the financial impact of ill health, disability
and death.  All Named Executive Officers are provided a supplemental
disability benefit and the Chief Executive Officer and the Chief Operating
Officer are provided a split-dollar life insurance benefit.





Retirement
Benefits.  The Company sponsors a 401(k) Plan in which
full-time employees are eligible to participate.  The purpose of the
plan is to provide an incentive for employees to save for their retirement
income needs and to provide additional attraction and retention of
employees.  Executive officers participate in the 401(k) Plan on the
same basis as other eligible employees.





Perquisites.  Perquisites
offered to the Named Executive Officers include reimbursement of a health club
membership, personal travel, and use of company leased vehicles.




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