Exhibit 10.2  NEUROMetrix  January 20,
2010  Krishnamurthy Balachandran 811
Piper Ave. Sunnyvale,
CA 94087  Dear
Bala,  Congratulations! We are excited to have you as part of our Company. On
behalf of NeuroMetrix, Inc. (the Company) and the Board of Directors, I
am pleased to offer you the position ofSenior Vice President & General Manager
International.  The terms
of this employment offer are as follows:  ·Start
date:  Monday, April 19, 2010
(the Start Date).  ·Title &
Responsibilities:Your title will
be Senior Vice President & General Manager International.  In this position, you will report to the
Companys Chief Executive Officer and you will have cross functional
responsibility for development and expansion of international markets for
NeuroMetrix products.  You will work with
the management team to develop a comprehensive international growth strategy
and business plan.  You will oversee the
execution of the plan by working collaboratively with management that has
primary responsibility for relevant business functions (sales, engineering, IT,
quality, regulatory, finance).  This role
also identifies new international markets, applications, and business
opportunities.  You will need to track
progress against plan and provide regular updates to the management team and
Board of Directors.  ·Base Salary: The Company will pay you a
salary (Base Salary) at a semi-monthly rate of $11,458.33 ($275,000 annualized),
subject to periodic review and adjustment at the discretion of the Company.  ·Sign-on Bonus:You will be eligible to receive a sign-on bonus of up to
$50,000.  The first $25,000 of the
Sign-On Bonus shall be paid to you within five (5) business days of your
Start Date.  The remaining $25,000 shall
be paid to you three months after your Start Date, provided that you remain in
the Companys employ on such date.  In
the event that your employment with the Company terminates at any time before
the one-year anniversary of your Start Date, unless you are terminated by the
Company without Cause (as defined below), you shall be required to repay to the
Company the Sign-On Bonus amounts that you received within seven (7) days
of the termination of your employment. 
To the extent you fail to remit the full amount to the Company, the
Company will retain the right to offset any amounts that you continue to owe
against any monies due to you by the Company after your termination, in
addition to any other legal remedies that the Company may purse.  ·Variable Compensation:  You will be eligible to receive an annual
performance bonus of up to 40% of your Base Salary.  The Company shall consider and make a bonus
determination not later than 60 days after the end of each fiscal year during
which you are employed by the Company, starting with fiscal year ending December 31,
2010.  The Company will pay such bonus to
you on or before the 15th day of the third month after the end of the following
fiscal year (e.g., a bonus determined within 60 days after the end of the
fiscal year ending December 31, 2010 will be paid sometime between  62 Fourth Avenue 
  Waltham, MA 02451 tel. 781.890.9989 fax. 781.890.1556
  www.neurometrix.com


January 1, 2011 and March 15, 2011).  The Company in its sole discretion shall
determine bonus awards.  ·Equity.  On the Start Date the Company will issue you
a ten-year non-qualified stock option (the Option) to purchase 100,000 shares
of the Companys Common Stock pursuant to a stock option agreement (the Option
Agreement) under the Companys 2009 Non-Qualified Inducement Stock Plan (the Plan).  The exercise price on any shares sold
pursuant to the Option Agreement shall equal the fair market value of the
Companys shares at the close of business on the Start Date, and, subject to
your continued employment with the Company, the Option will become exercisable
with respect to 25,000 shares on the first anniversary of the Start Date and an
additional 6,250 shares each quarter thereafter.  The Option Agreement shall be in the standard
form approved for use under the Plan, which is substantially identical to the
standard form of stock option agreement used under the Companys Second Amended
and Restated 2004 Stock Option and Incentive Plan.Your participation in the Plan and the grant of the
Options is subject to all terms of the Plan and Option Agreement and is further
contingent upon your execution of the Companys standard stock-related
agreements.  ·Benefits: The Company will provide
medical insurance coverage and other benefits on the same terms and conditions
as provided to the Companys employees or other senior executives from time to
time.  ·Paid Time Off:  You also will be eligible to receive paid
vacation.  Currently, you will be
eligible for seventeen (17) paid vacation days per year of employment, which
accrues on a prorated basis and shall be treated in a manner consistent with
the Companys Employee Handbook, as amended from time to time.  You also will be eligible for paid holidays
and personal days recognized by the Company as set forth in the Companys
Employee Handbook, as amended from time to time.  ·Representation Regarding Other Obligations: This offer is
conditioned on your representation that you are not subject to any
confidentiality or non-competition agreement or any other similar type of
restriction that would affect your ability to devote full time and attention to
your work at the Company.  As soon as
possible, but in no event later than the tenth business day prior to Start
Date, you agree to provide the Company with a copy of any confidentiality or non-competition
agreement into which you previously have entered and will be subject to at any
time on or after the Start Date.  ·Other
Terms:Your employment with the
Company shall be on an at-will basis.  In
other words, you or the Company may terminate employment for any reason and at
any time, with or without notice.  You
will also be required to sign the Companys standard form of Confidentiality
and Non-Compete Agreement.  A copy of
that Agreement is enclosed at Tab A.  In addition, as with all employees, our offer
to you (and our obligations under this Agreement) are contingent on your
submission of satisfactory proof of your identity and your legal authorization
to work in the United States.  ·Severance:If (i) the Company
terminates your employment for any reason other than Cause (ii) you resign
for Good Reason, or (iii) there is a Change in Control; then you will be
entitled to receive continuation of your Base Salary for a period of nine (9) months
from the date of termination (the Severance Period).  In addition, the Company will accelerate your
right to exercise shares under any stock option granted to you by the Company
on or after the date of this Agreement as if you had


continued to work for the Company during the Severance Period.  You will be entitled to the severance and
acceleration of options so long as the ending of your employment constitutes a
separation from service as defined in Section 409A of the Internal Revenue
Code.  During the Severance Period, the
Company will continue to contribute to your medical insurance coverage, which,
subject to your eligibility, will be extended to you under the law known as
COBRA at the same rate as if you continued to be employed by the Company.  Notwithstanding the foregoing, your receipt
of the severance benefits described in this paragraph will be subject, in all
cases, to your execution, on or before the 21st day following its presentation
to you (which shall occur no more than 14 days after the Date of Termination)
of a release of any and all claims that you may then have against the Company
in connection with your employment in a form that is satisfactory to the
Company (the Release) and the effectiveness and irrevocability of the Release
upon its execution or the earliest day after its execution as is permitted by
law.  Payments of continuation of Base
Salary owed pursuant to this paragraph will occur on the regular payroll
payment dates for the Company beginning with the first regular payroll payment
date that occurs on or after the date that is 45 days after your termination or
resignation (with the first payment to include the full amount owed for
continuation of Base Salary for the payroll period to which such payment date
relates and any prior payroll periods for which payment was not yet made).  ·Definitions:For
purposes of this Agreement, Cause shall mean a vote by the Board resolving
that you shall be dismissed as a result of (i) your material breach of any
agreement between you and the Company; (ii) your conviction of or plea of
nolo contendere to a felony or a crime involving moral turpitude; or (iii) any
material misconduct or willful and deliberate non-performance (other than by
reason of disability) by you of your duties to the Company.  Resignation
for Good Reason shall mean your resignation following your prior written
notice to the Company that the Company has materially breached this agreement
(with such written notice to describe such material breach in detail), provided
that (i) such written notice is provided within thirty (30) days after the
initial existence of such breach, (ii) such breach has, in fact, occurred
and remains uncured by the Company for thirty (30) days following its receipt
of such written notice (the Cure Period), (iii) you resign upon not less
than 30 days nor more than 60 days prior written notice and (iv) you
provide the Company with the written notice of your resignation on or before
the fifteenth (15th) day after the end of the Cure Period.  Change
in Control shall be deemed to occur as of the date that: (i) the Company
completes a sale of all or substantially all of its assets; or (ii) the
Company consummates a merger or consolidation, which results in the replacement
of more than fifty percent (50%) of the Companys Board of Directors and (iii) there
is a material breach of this Agreement by the Company, a material diminution in
Executives job responsibilities, or a reduction in Executives compensation or
benefits.  Executive must provide the
Company with the written notice of his resignation on or before the fifteenth
(15th) day after the
requirements of this paragraph have been satisfied.  ·Section 409A:Solely
for purposes of Section 409A of the Internal Revenue Code of 1986, as
amended (the Code), each periodic severance payment made pursuant to this
agreement shall be considered a separate payment.   Anything in this agreement to the contrary
notwithstanding, if at the time of your termination or resignation, you are
considered a specified employee within the meaning of Section 409A(a)(2)(B)(i) of
the Code, and if any payment that you become entitled to under this agreement
would be considered deferred compensation subject to interest and additional
tax imposed pursuant to Section 409A(a) of the Code as a result of
the application of Section


409A(a)(2)(B)(i) of the Code, then no
such payment shall be payable prior to the date that is the earlier of (i) six
months and one day after your separation from service, or (ii) your death.  ·Arbitration
of Disputes:Any dispute
arising hereunder or arising out of your employment, termination thereof, or
any other relations with the Company, whether sounding in tort or contract, by
statute or otherwise, including, but not limited to claims of employment
discrimination, shall be settled by arbitration in Boston, Massachusetts, in
accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association before a single
Arbitrator.  Notwithstanding the foregoing,
disputes arising under the Confidentiality and Non-compete Agreement shall not
be subject to arbitration.  ·Taxation:You understand that payments
made pursuant to this agreement may be subject to applicable federal and state
withholdings.  ·Entire Agreement: This agreement, the
Confidentiality and Non-Compete Agreement and the Option Agreement set forth
the entire agreement and understanding between you and the Company regarding
all subjects covered herein, the terms of which may not be changed or modified
except by agreement in writing signed by you and the Company.  ·Severability: Should any provision of this
agreement, or portion thereof, be found invalid and unenforceable, the
remaining provisions shall continue in force and effect.  ·Governing Law: This agreement shall be
governed, construed and enforced in accordance with the laws of the
Commonwealth of Massachusetts, without regard to principles of conflict of law.  Please
contact me if you have any questions regarding this offer.  Should the above meet with your approval,
please acknowledge your acceptance of this offer by signing as indicated below.  This offer shall expire if not accepted in
writing within seven days of the date of this letter.  We
are delighted to offer you the opportunity to join NeuroMetrix.  We are confident that you will find the work
challenging and rewarding and that you will bring real value to NeuroMetrix.   Sincerely,NEUROMETRIX,
  INC.By:
  /s/
  Shai Gozani, M.D., Ph.D.Shai
  Gozani, M.D., Ph.D.President
  and Chief Executive OfficerACCEPTED:
  /s/
  Krishnamurthy Balachandran
  
  Date:
  February 16,
  2010Krishnamurthy Balachandran