EXHIBIT 10.2





14405 21st Avenue South

Minneapolis, MN 55447


 


March 17, 2015


 


 


Dear Scott:


Although your employment is “at will” and may be terminated
by you or Urologix at any time for any reason, Urologix has agreed to provide you with a particular severance pay benefit following
a Change in Control in the event your employment is terminated without Cause, or by you for Good Reason. Terms not otherwise defined
in this letter (the “Letter Agreement”) shall have the meaning given such terms on Schedule 1, which is incorporated
herein by reference.


Specifically, we have agreed as follows:


1.                  
Change in Control.  If a Change in Control shall occur and your employment is terminated
without Cause, or by you for Good Reason, within twelve months of a Change in Control, Urologix shall pay you a severance payment
in cash in a single sum sixty (60) days of the date of termination equal to 50% of the sum of your annual target compensation (base
salary and bonus) in effect on such date. In addition, Urologix shall continue the health, dental and life insurance benefits substantially
similar to those you are receiving or are entitled to receive prior to your termination for a period of six (6) months. You must
pay the employee’s share of the premiums for such benefits. 


2.                  
Arbitration.  All disputes or claims arising out of or in any way related to this Letter
Agreement, including the making of this Letter Agreement, shall be submitted to and determined by final and binding arbitration
under the Rules of the American Arbitration Association. Arbitration proceedings may be initiated by either of us upon notice to
the other and to the American Arbitration Association, and shall be conducted by three arbitrators under the Rules of the American
Arbitration Association in Minneapolis, Minnesota. The American Arbitration Association will deliver to us a list of proposed arbitrators
and unless we agree upon the persons to serve as arbitrators within 30 days from the date the list is delivered, then, at the request
of either of us, the three arbitrators will be selected at the discretion of the American Arbitration Association. 


3.                  
Entire Agreement.  This Letter Agreement constitutes our entire agreement and supersedes
all prior discussions, understandings and agreements with respect to the severance benefits which Urologix has agreed to provide
to you. This Letter Agreement shall be governed and construed by the laws of the State of Minnesota and may be amended only in
writing signed by both of us. 




    	 



    	 



    


March 17, 2015


Page 2


 


 


 


4.                  
Successors.  This Letter Agreement shall not be assignable, in whole or in part, by
you. This Letter Agreement shall be binding upon and inure to the benefit of Urologix and its successors and assigns and upon any
person acquiring, by merger, consolidation, purchase of assets or otherwise, all or substantially all of the assets and business
of Urologix, and the successor shall be substituted for Urologix under this Letter Agreement.


5.                  
 Compliance with Code §409A.  For purposes of this Letter Agreement, “termination
of employment” shall be interpreted consistent with the term “separation from service” within the meaning of
Treas. Reg. §1.409A-1(h). It is the intention of the parties that this Letter Agreement be exempt from Code §409A to
the greatest extent possible. Accordingly, all provisions herein shall be construed and interpreted consistent with that intent,
but that, to the extent any payment constitutes nonqualified deferred compensation, Urologix shall amend any such provision pertaining
to such payment to comply with Code §409A and the regulations thereunder, in the least restrictive manner necessary without
any diminution in the value of the payments to you. Notwithstanding the foregoing, if on the date of your “separation from
service” (within the meaning of Treas. Reg. §1.409A-1(h)), you are a “specified employee” within the meaning
of Treas. Reg. §1.409-1(i), then payment of any amount under this Agreement that constitutes nonqualified deferred compensation
shall be delayed until: (i) the later of: (A) the first day of the seventh month following your separation from service, and (B)
the first date on which such payment would not be non-deductible as a result of Section 162(m) of the Code, or (ii) your death,
if earlier. In the event any such payment is so delayed, the amount of the first payment shall be increased for interest earned
on the delayed payment based upon interest for the period of delay, compounded annually, equal to the prime rate (as published
in the Wall Street Journal) in effect as of the date the payment should otherwise have been provided. 


If this Letter Agreement accurately sets forth
our agreement and understanding in regard to these matters, will you please sign this Letter Agreement where indicated below and
return the executed letter to me for our files. A separate copy is enclosed for your records.


 


 


 


	UROLOGIX, INC.
	 	 
	By:  	/s/  Gregory J. Fluet
	 	 
	Its:  	Chief Executive Officer
	 	 
	READ AND AGREED:
	 	 
	/s/  Scott Madson
	Scott Madson


 


 


 




    	 



    	 



    


SCHEDULE 1


Definition of “Cause”:


1.                 
The failure by you to use your best efforts to perform the material duties and responsibilities
of your position or to comply with any material policy or directive Urologix has in effect from time to time.


2.                  
Any act on your part which is harmful to the reputation or business of Urologix, including,
but not limited to, conduct which is inconsistent with federal or state law respecting harassment of, or discrimination against,
any Urologix employee. 


3.                 
A material breach of your fiduciary or other legal responsibilities to Urologix, such as embezzlement
or misappropriation of Urologix funds or properties or any material breach of an agreement between you and Urologix (including
any non-disclosure and non-competition agreement).


4.                 
Your indictment for, conviction of, or guilty plea or nolo contendere plea to a felony
or any crime involving moral turpitude, fraud or misrepresentation.


Definition of “Change in Control”:


Change in Control of Urologix shall mean a change in control which would
be required to be reported in response to Item 1 of Form 8-K promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), whether or not Urologix is then subject to such reporting requirement, including without limitation,
if:


 


		(a)	any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities
of Urologix representing 20% or more of the combined voting power of Urologix’ then outstanding securities;



		(b)	there ceases to be a majority of the Board of Directors comprised of (A) individuals who, on
the date of this Letter Agreement, constituted the Board of Directors of Urologix; and (B) any new director who subsequently was
elected or nominated for election by a majority of the directors who held such office prior to a Change in Control; or



		(c)	Urologix disposes of at least 75% of its assets, other than to an entity owned 50% or greater
by Urologix or any of its subsidiaries.



Definition of “Good Reason”:


Good Reason shall mean, without your express written consent, any of the
following:


 


		(a)	a material diminution of your authority, duties or responsibilities with respect to your position
immediately prior to the Change in Control;



		(b)	a material reduction in your base compensation as in effect immediately prior to the Change in
Control;



		(c)	a material reduction in the authority of the person to whom you report (or a change in your reporting
directly to the Board of Directors, if applicable); 





    	 



    	 



    


 


		(d)	a material change in the geographic location at which you must perform services for Urologix;
or



		(e)	any other action or inaction that constitutes a material violation of this Agreement by Urologix;



provided that no such termination for Good Reason shall be effective unless:
(i) you provide written notice to the Chair of the Board of Directors of the existence of a condition specified in paragraphs (a)
through (e) above within 90 days of the initial existence of the condition; (ii) Urologix does not remedy such condition within
30 days of the date of such notice; and (iii) you terminate your employment within 90 days following the last day of the remedial
period described above.