Exhibit 10.2 





	
  

 	
  

 
	
 

 	
 MTS Systems
 Corporation

 
	
 14000
 Technology Drive

 
	
 Eden
 Prairie, MN 55344-2290

 
	
 Telephone
 952-937-4000 

 



February
25, 2013 


Dr.
William Bachrach

16 Donovan Drive

West Newburg, MA 01985 


Dear
Bill: 


I
am pleased to confirm our verbal offer to you for a position with MTS Systems
Corporation, as a Senior Vice President – Sensors Division reporting to Jeff
Graves. We anticipate your start date to be March 11, 2013. 


	
  

 
	
 Compensation: 

 
	
 Your
 starting salary will be $300,000 annually, less applicable withholding, and
 paid bi-weekly in accordance with the Company’s payroll procedures. You will
 also be eligible for the MTS Executive Variable Compensation (EVC) program
 beginning in Fiscal Year 2013 (October 1 through September 30). Your bonus
 target under this plan will be 50%, based on the base compensation paid
 during the fiscal year. Your bonus will be guaranteed for Fiscal Year 2013
 based on your time covered under the plan. 

 






	
  

 
	
 Signing Bonus: 

 
	
 You
 will receive a signing bonus of $20,000 less applicable withholding, payable
 on the first payroll after your date of hire. If you voluntarily terminate
 your employment with MTS prior to completing one year of service, you will be
 required to reimburse MTS for the full amount of your sign-on bonus. 

 
	
  

 
	
 Stock Option: 

 
	
 You
 will receive a stock option grant of 6,750 options based on the closing price
 of the company’s Common Stock on the 15th day of the month after the calendar
 month in which your start date falls, or, if the 15th is a day on which the
 market is closed, the date used shall be the first prior business day in
 which the market was open. In the future, you will be eligible for an annual
 equity grant under a program approved by MTS’s Board of Directors. 

 
	
  

 
	
 Restricted Stock Units: 

 
	
 You
 will receive a Restricted Stock Unit (RSU) grant of 2,250 units based on the
 closing price of the company’s Common Stock on the 15th day of the month
 after the calendar month in which your start date falls, or, if the 15th is a
 day on which the market is closed, the date used shall be the first prior
 business day in which the market was open. 

 
	
  

 
	
 Benefits: 

 
	
 You
 will be eligible for company-sponsored health and life insurance benefits on
 your hire date. You will be eligible for a car allowance in the amount of
 $670 per month. 

 
	
  

 
	
 Agreements:  

 
	
 As
 a condition of your employment, you will be asked to sign the MTS Code of
 Conduct and MTS’ Standard Employee Agreement. You will also be provided a
 Change in Control and Limited Severance Agreement. These documents are
 provided for your review. 

 



Bill,
this offer of employment is contingent on successful completion of your
background check and on your ability to provide documentary proof of your
identity and your eligibility to work in the United States. 





Exhibit 10.2


By
accepting this offer, you confirm that you are able to accept this job and
carry out the work that it would involve without breaching any legal restrictions
on your activities, such as restrictions imposed by a current or former
employer. You also confirm that you will inform MTS about any such restrictions
and provide MTS with as much information about them as possible, including any
agreements between you and your current or former employer describing such
restrictions on your activities. You further confirm that you will not remove
or take any documents or proprietary data or materials of any kind, electronic
or otherwise, with you from your current or former employer to MTS without
written authorization from your current or former employer. If you have any
questions about the ownership of particular documents or other information,
discuss such questions with your former employer before removing or copying the
documents or information. 


As
a Named Executive Officer, this offer is subject to ratification of the Board
of Directors Compensation Committee. 


We
are excited about the prospect of you joining our team. Please indicate by your
signature below, your acceptance of this offer. Please sign and return this
offer on February 25, 2013. 


Sincerely,



/s/
Jeffrey A. Graves 


Dr.
Jeffrey A. Graves 

President
and Chief Executive Officer 


Agreed
and Accepted: 


	
  

 	
  

 	
  

 	
  

 
	
 /s/
 William Bachrach

 	
  

 	
 2/25/2013

 	
  

 
	
  



 	
  

 	
  



 	
  

 
	
 Dr. William
 Bachrach

 	
  

 	
 Date Signed