Unassociated Document


    
      Exhibit
10.2

    

     

    RELOCATION
AGREEMENT

    


    Whereas
Response Genetics, Inc. (“RGI”) wishes to offer employment to Michael McNulty
(“Candidate”), and such employment will involve a relocation of the candidate to
the Los Angeles, California area, RGI and Candidate have entered into the
following agreement:

    


    
      	
              1.  

            	
              RGI
      offers to candidate a relocation package that consists of the following
      relocation benefits (“Relocation
Benefit”):

            


    

    


    (i)
relocation expenses, including household goods and travel to Los Angeles for
Candidate, provided the Company receives copies of bid(s) for said relocation
fees associated with moving household goods;

    


    (ii) one
house hunting trip to Los Angeles, provided said trip occurs prior to
commencement of duties;

    


    (iii)
temporary living expenses for up to 90 days;

    


    (iv) commission
on sales of Candidate’s current condominium (estimated value between $XXX-XXX),
said commission to follow industry standards and not to exceed 6% of
sales;

     

    (iv) closing
costs associated with purchase of a residence in the Los Angeles area, said
closing costs to be limited to 1-2% of the purchase price of the residence and
half of applicable taxes); and

     

    (v)
$10,000 in miscellaneous moving expenses.

     

    
      	
              2.  

            	
              Candidate
      agrees to submit receipts for reimbursement of expenses covered by items
      1(i) - (iv) to RGI within one hundred and eight days of Candidate’s first
      day of employment.  Request for reimbursement shall be on
      standard RGI expense report forms, properly documented with
      receipts.

            


    

    


    
      	
              3.  

            	
              Candidate
      understands that all amounts paid to himself or to a third party on his
      behalf will be reflected on his W-2 form. (Deductions may be taken
      according to the Internal Revenue Service Code Section
    217).

            


    

    


    
      	
              4.  

            	
              In
      the event that within one year from the first day of employment (1)
      Candidate is terminated by the Company for cause or (2) Candidate
      voluntarily resigns from the Company without cause and without RGI’s
      express consent, such consent to be evidenced in writing and signed by an
      officer of RGI, Candidate shall repay to the order of RGI, an amount
      defined below as an Early Departure Liability. Such payment shall be in
      lawful money of the United States, and shall be made in one payment within
      30 days after the date on which Candidate’s employment with RGI
      terminates.

            


    

    


    
      	
              5.

            	
              The
      Early Departure Liability shall be equal to the total amount disbursed
      under paragraph 1 above reduced by one twelfth of said amount for each
      full month of employment, starting with the Candidate’s first day of
      employment. Upon completion of twelve full months of employment, the Early
      Departure Liability shall be zero and all obligations on the part of the
      Candidate to reimburse RGI for any portion of the Early Departure
      Liability shall end.  Early Departure Liability will not be
      required in the case of death, disability or without cause termination of
      the Candidate.

            


    

    


    
      	
              6.  

            	
              In
      addition to the above promise to pay, Candidate hereby authorizes RGI to
      deduct, to the extent permitted by the law, the Early Departure Liability
      or a portion thereof from any wages (including unused vacation earnings)
      which might be owing to Candidate at the termination of Candidate’s
      employment. In the event that the amount so deducted from Candidate’s
      wages is insufficient to pay the entire balance of the liability,
      Candidate hereby promises to pay that amount of the liability remaining
      after such deduction has been made in lawful money of the United States in
      one payment within 30 days after the date on which Candidate’s employment
      with RGI terminates.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              7.  

            	
              Candidate
      further agrees that the failure of RGI to deduct the Early Departure
      Liability, or any portion thereof, from all or a portion of the wages due
      and owing to Candidate at the date of Candidate’s termination shall not
      constitute a waiver of RGI’s right to enforce the terms of this Agreement
      at law or in equity.

            


    

    


    
      	
              Response
      Genetics, Inc.

            	
              Candidate

            
	 
      	 
      
	 
      	 
      
	
              By:   
      /s/ Kathleen
      Danenberg

            	
              Signed:
      /s/ Michael
      McNulty

            
	 
      	 
      
	
              Date:
      6/8/10                              
      

            	
              Date:    
      6/7/10                          

            


    

    


    
      
        
        

      

      
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