Exhibit
10.2

    


    FORM
OF RESTATED SPLIT-DOLLAR INSURANCE AGREEMENT

    


    THIS
RESTATED AGREEMENT is entered into as of this 31st day of December, 2008, by and
between Hurco Companies, Inc., an Indiana corporation (the "Employer"), and
________________, (the "Employee").

     

    Recitals

     

    
      
        	
                A.

              	
                The
      Employee is a valued employee of the Employer, and the Employer wishes to
      retain him in its employ.

              


      

    

     

    
      
        	
                B.

              	
                The
      Employer, as an inducement to such continued employment, has determined to
      assist the Employee with his personal life insurance
    program.

              


      

    

     

    
      
        	
                C.

              	
                Prior
      to the execution of this restated agreement, the Employer has been
      operating a split-dollar insurance program pursuant to which it became the
      owner of certain life insurance policies (the "Policies") issued by The
      Northwestern Mutual Life Insurance Company on the life of the Employee,
      naming the Employer as an insured party and providing the Employee with
      the right to designate the beneficiary for a portion of the life insurance
      proceeds and certain other
rights.

              


      

    

     

    
      
        	
                D.

              	
                The
      Employer and the Employee now wish to amend and restate the terms of the
      program by entering into this Restated Split-Dollar Insurance Agreement
      (the "Restated Agreement").

              


      

    

     

    Agreement

     

    Now,
therefore, in consideration of the foregoing and the following mutual
undertakings, the Employer and the Employee agree as follows:

     

    
      	
              1.

            	
              The
      Employer will continue to be the sole owner of the
    Policies.

            


    

     

    
      	
              2.

            	
              In
      the event of the Employee's death, the beneficiaries of the Policies shall
      have the following interests in the proceeds of the
    Policies:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Employer shall be the direct beneficiary of the Policies to the extent of
      (i) the total premium advances paid to the Insurer, plus (ii) the
      Employer's other cash payments to or on behalf of the Employee related to
      the Policies, less (iii) the outstanding indebtedness on the Policies
      ("Primary Interest").

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      the proceeds of the Policies exceed the amount of the Primary Interest,
      the Employee's designated beneficiaries shall be the direct beneficiaries
      of the remaining proceeds to the extent of 200% of the Employee's annual
      compensation rate at his date of death, plus 100% of the Employee's most
      recently received bonus as of his date of death ("Secondary
      Interest").

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      the proceeds of the Policies exceed the sum of the Primary Interest and
      the Secondary Interest, the Employer shall be the direct beneficiary of
      any remaining proceeds.

            


    

     

    
      	
              3.

            	
              The
      Employee shall have the right to designate and change direct and
      contingent beneficiaries of the Secondary Interest and to elect and change
      a payment plan for such beneficiaries with respect to the Secondary
      Interest.

            


    

     

    
      	
              4.

            	
              The
      Employer shall pay all premiums on the Policies as they become
      due.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
              5.

            	
              Policy
      dividends shall be applied to purchase paid-up additional insurance
      protection.

            


    

     

    
      	
              6.

            	
              The
      Employer shall not sell, surrender, change the insured, or transfer
      ownership of the Policies while this Restated Agreement is in
      effect.

            


    

     

    
      	
              7.

            	
              In
      the event of the Employee's termination for any reason other than death,
      the Restated Agreement shall terminate, and the Employee shall have the
      option, for a period of 60 days, to purchase the Policies by paying the
      Employer in cash an amount equal to the Primary Interest.  The
      60-day purchase period will begin six months following the Employee's
      termination date.  If the Employee does not purchase a Policy
      pursuant to this Section, the Employer may sell, surrender, change the
      insured, or transfer ownership of the Policy, and the Employee shall
      forfeit all rights under the
Policy.

            


    

     

    
      	
              8.

            	
              The
      Restated Agreement shall terminate automatically with respect to the
      Policies at the end of the 15th policy year of the first-issued
      Policy.  In that event, the Employee shall have the option, for
      60 days following the Restated Agreement's termination date, to purchase
      the Policies by paying the Employer in cash an amount equal to the Primary
      Interest.  If the Employee does not purchase a Policy pursuant
      to this Section, the Employer may sell, surrender, change the insured, or
      transfer ownership of the Policy, and the Employee shall forfeit all
      rights under the Policy.

            


    

     

    
      	
              9.

            	
              The
      Insurer shall be bound only by the provisions of the Policies and any
      endorsements, and any payments made or action taken by it in accordance
      with the Policies and any endorsements shall fully discharge it from all
      claims, suits and demands of all persons whatsoever.  It shall
      in no way be bound by or be deemed to have notice of the provisions of
      this Restated Agreement.

            


    

     

    
      	
              10.

            	
                    The
      Employee shall have the right to assign any part or all of the Employee's
      interest in the Policies and this Restated Agreement to any person, trust,
      or other entity by execution of a written assignment delivered to the
      Employer and to the Insurer.

            


    

     

    
      	
              11.

            	
                     Subject
      to Section 13, the Employer and Employee may amend this Restated Agreement
      at any time by written amendment signed by the Employer and
      Employee

            


    

     

    
      	
              12.

            	
                    This
      Restated Agreement shall bind and inure to the benefit of the Employer and
      its successors and assigns; the Employee and his heirs, executors,
      administrators and assigns; and any beneficiary of the
      Policies.

            


    

     

    
      	
              13.

            	
                    This
      Restated Agreement shall be interpreted and applied in a manner consistent
      with the applicable standards for nonqualified deferred compensation plans
      established by Internal Code Section 409A and its interpretive regulations
      and other regulatory guidance.  To the extent that any terms of
      this Restated Agreement would subject the Employee to gross income
      inclusion, interest, or additional tax pursuant to Code Section 409A,
      those terms are to that extent superseded by, and shall be adjusted to the
      minimum extent necessary to satisfy, the applicable Code Section 409A
      standards.

            


    

     

    
      	
              14.

            	
                    The
      following provisions are part of this Restated Agreement and are intended
      to meet the requirements of the Employee Retirement Income Security Act of
      1974 with respect to the benefit plan ("Plan") established by this
      Restated Agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      named fiduciary shall be the
Employer.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      funding policy under this Plan is that all premiums on the Policies be
      remitted to the Insurer when due.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (c)

            	
              Direct
      payment by the insurer is the basis of payment of benefits under this
      Plan, with those benefits in turn being based on the payment of premiums
      as provided in the Plan.

            


    

     

    
      	
               
      

            	
              (d)

            	
              For
      claims procedure purposes, the "Claims Manager" shall be the
      Employer.

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      Employee may claim Plan benefits by filing a written application with the
      Claims Manager.  The Claims Manager will notify the claimant of
      its decision within 90 days of the date the claim is filed.  If
      special circumstances require an extension of time, the Claims Manager may
      extend the period for up to 90 days by notifying the claimant of the
      extension in writing, the reason for the extension, and the expected
      decision date.

            


    

     

    
      	
               
      

            	
              (2)

            	
              If
      a claim for Plan benefits is denied, the Claims Manager will deliver to
      the claimant a written explanation setting forth the specific reasons for
      the denial; references to the specific Plan provisions on which the denial
      is based; a description of any additional material or information
      necessary for the claimant to perfect the claim and an explanation of why
      such material or information is necessary; and a description of the Plan's
      review procedures and the claimant's right to bring a civil action in
      federal court following any denial of the claim on
  review.

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      claimant shall have 60 days following receipt of the claim denial to file
      with the Claims Manager a written request, signed by the claimant or his
      authorized representative, for review of the denial.  For such
      review, the claimant or his representative may submit written comments,
      documents, records, and other information relating to the
      claim.  In addition, the claimant may, upon request and free of
      charge, have reasonable access to and copies of all documents, records,
      and other information relevant to the
claim.

            


    

     

    
      	
               
      

            	
              (4)

            	
              In
      completing the review, the Claims Manager will take into account all
      submitted information, without regard to whether it was submitted as part
      of the initial claim.  Within 60 days of the request for review,
      the Claims Manager will decide the issue on review and notify the
      claimant.  If special circumstances require an extension of
      time, the Claims Manager may extend the period for up to 60 days by
      notifying claimant of the extension in writing, the reason for the
      extension, and the expected decision
date.

            


    

     

    
      	
               
      

            	
              (5)

            	
              If
      the claim in denied on review, the Claims Manager will notify the claimant
      of the decision in writing and will include specific reasons for the
      denial; specific references to the pertinent Plan provisions on which the
      denial is based; a description of the claimant's right to receive, upon
      request and free of charge, reasonable access to and copies of all
      documents, records, and other information relevant to the claim; and an
      explanation of the claimant's right to bring a civil action in federal
      court.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties have executed this Restated Agreement.

     

    
    

     

    
      	 	      
              HURCO
      COMPANIES, INC.

               

              


               

              by
      _______________________________

              Signature

              


              


                  _______________________________

              Title

               

              


               

              EMPLOYEE

               

               

              __________________________________

              Signature

            


    

     

    
      
         

      

      
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