Exhibit
10.2


 


August 13, 2009


 


Ms. Julie
A. Brooks


 


Dear
Julie,


 


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


 


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


 


In
this capacity, you will report directly to me, Mark Sieczkarek, President and
CEO. Should you accept this offer, you will begin work as a regular, exempt
employee.


 


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


 


At
the next scheduled Compensation Committee meeting after your employment start
date (‘grant date’), Management will recommend a grant to you for
stock-settled, stock appreciation rights (SARs) on 125,000 shares of Conceptus, Inc. 
The terms of the stock appreciate rights are similar to stock options, but
provide more flexibility in accordance with the Conceptus stock option
plan.  You will be given a copy of this plan at the time of your
grant.  According to the terms of that stock appreciation right, your
exercise price will be set based on the market closing price of Conceptus on
the 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 four
years. Your vesting will commence as of your first day of employment with
Conceptus.


 

















 


Employment
with Conceptus is for no specific period of time. As a result, either you or
Conceptus, Inc. is free to terminate your employment relationship at any
time for any reason, with or without cause. This is the full and complete
agreement 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 only
be changed in an express writing signed by you and the President of the
Company.


 


Your
employment pursuant to this offer is contingent on your executing the enclosed
Proprietary Information and Inventions Agreement and upon your providing the
Company with the legally required proof of your identity and authorization to
work in the United States. Please provide the appropriate verification
documents on your first day of employment.


 


In
accepting our offer, we ask that you make every effort to protect the
confidential and proprietary information of your current employer. This
includes making sure that all technical documents currently in your possession
are returned to your employer prior to your leaving.


 


This
letter sets forth the terms of your employment with us and supersedes any prior
representations 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 any
questions, please call me.


 


Sincerely,


 


 


Mark
Sieczkarek


President
and CEO


 


I
have 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