EXHIBIT 10.2





 


 


 


 


 


 


EXHIBIT
10.2


Offer Letter to Mr. Hurwitz


 


August 23, 2010


 


 


Mr. Harold (Hal) Hurwitz


21 Lexington

  Irvine, CA  92620


 


 


Dear Hal:


 


On
behalf of Pro-Dex, Inc., I am pleased to
extend our offer of employment to you for the position of Vice President and
Chief Financial Officer under the terms and conditions described in this
letter.


 


Date of Hire


Your
employment with Pro-Dex, Inc. will begin on a date to be mutually determined,
but no later than September 30, 2010.  Should your start date occur later than
September 15, 2010, we will enter a consulting arrangement with you at the same
base salary from September 15th through your start date, but no
later than September 30th.


 


Base Compensation


Your
rate of pay will be $7,115.38, payable bi-weekly on every other Thursday, for
an annual compensation of $185,000.  This is a full-time, exempt position.


 


Bonus Compensation


You,
will be eligible to participate in the Annual Incentive Plan which is the
company’s executive performance bonus program..  Your initial target bonus
award under this plan will be 25% of your base salary.  Your actual incentive
under this plan is dependent upon achievement of the Company operating income
targets and your individual goals and the terms of the plan. Upon its
implementation, you will also be eligible to participate in the Company’s Long
Term Incentive Plan with a target award that has not yet been determined.  You
will not be eligible to participate in the company wide bonus plan.


 


Equity Grants


You will be eligible to
participate in any program of stock option or other equity grants which the
Company may from time to time provide key employees.  Such
grants are made under the terms and provisions of the First Amended and
Restated 2004 Stock Option Plan in varying amounts to individual participants
based upon their perceived impact upon the long term success of the Company and
are made at the sole and absolute discretion of the Board, generally at the
first Board meeting following the filing of the Company’s Form 10-K for the
previous fiscal year.   Subject to the foregoing, your initial grant under this
program will be 20,000 options to purchase the Company’s common shares at the
average of the high and low prices for the Company’s shares on the grant date
and which will vest ratably over the 36 month period following the grant
date.   The options will have a term of ten years from the grant date and to
the maximum extent permissible under the relevant Internal Revenue Service
regulations, will be made as Incentive Stock Options.  


 


Associate Benefits


You
will be eligible for health benefits the first of the month following one (1)
month of full-time active employment.  Assuming a September 18th
start date, you will become eligible to participate in health benefit programs
starting November 1, 2010.  These benefits include health, dental, vision, and
life insurance.  Optional benefits include supplemental insurance products,
flexible medical and dependent care savings plans, and health savings accounts.

 

 




 








 






 


 


 


In
addition, associates may enroll in the Company’s 401(k) program quarterly,
beginning January 1, April 1, July 1 and October 1.  Following the completion
of six months of employment, Pro-Dex matches associate 401(k) contributions at
a rate of $0.25 per dollar up to a total employee contribution of 5% of an
associate’s base salary.  Further details of such benefits will be explained in
your Orientation Meeting on your first day of employment.  


 


You
should note that, if you were previously covered for medical insurance and you
obtain a certificate of insurance from your previous employer, HIPAA
regulations prohibit restrictions of pre-existing conditions when you enroll
with a new employer provided that you attach a copy of the certificate to your
enrollment form.


 


You
will receive Paid Time Off (PTO) in accordance with the plan applicable to
other senior executives in the company.


 


Reporting Relationship


This
position is based in Irvine, California and reports to the Chief Executive
Officer. 


 


Employment Relationship


Your employment will be “at-will.”  This means that
you or Pro-Dex, Inc. may decide to change the status of your employment or
terminate the employment relationship at any time, for any reason or no reason,
with or without cause or prior notice.  Your “at-will” employment relationship
may not be changed except in writing signed by the CEO of Pro-Dex, Inc. with
the approval of the Board of Directors.

 


Employment Contingency


This offer of employment and/or your employment by Pro-Dex,
Inc. is contingent upon the fulfillment of items listed in Exhibit A.


 


Agreements with Prior Employers


By
your signature below, you represent to us that, as of such signature date, you
are not bound by any proprietary or confidentiality agreements or covenants
with any prior employers, customers, clients, etc. that would have a bearing on
or create a conflict of interest with the position you are being offered with
our Company.


 


 


* * * * * * * * * * * * * * *


 


Hal,
I want you to know how excited I am to have you join the Pro-Dex team.  I am
confident that we will enjoy a mutually rewarding relationship.  If you have
any questions, please let me know.


 


If
the terms of this letter are agreeable to you, please sign in the space
provided below indicating your understanding of and agreement to the provisions
of this offer of employment and return it to me as soon as possible.


 


 


 



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Sincerely,


 


 


 


Mark P. Murphy


Chief Executive Officer


 


 


I
have read the above terms of this offer of employment and I accept and agree to
them.


 


 



/s/ Harold (Hal) Hurwitz                  ________________


Harold (Hal) Hurwitz                                  Date


 


 


Enclosures

 

 


 

 

 

 

 

 

 

 

 

 

 


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