EX-10.15











Exhibit 10.15




September 25, 2007




George Godfrey




Dear George:



As part of your employment package as Vice President, Operations, we are pleased to offer to you an
Income Protection arrangement. This letter supersedes any and other agreements written or
otherwise with regard to income protection and/or severance arrangements between you and the
Company:




     Income Continuation Protection:




In the event that your employment is terminated by Home Diagnostics at anytime
without “Cause” you shall be entitled to receive:




	 	I.	 	6 months salary continuation at your highest base salary
during the past 12 months; and
	 
	 	II.	 	Health benefits for you and your family during the salary
continuation period.
	 
	 	III.	 	Accelerated vesting of all outstanding stock options.






In the event that, during the 12-month period after a Change of Control of Home
Diagnostics, your employment is terminated by the Company or any successor entity
without “Cause”, or reassignment within the first three (3) years following a Change
of Control with Home Diagnostics or any successor entity to an office 25 miles or
more from your current office location, in addition to the benefits listed above you
shall also be entitled to receive accelerated vesting of all outstanding stock
options.




The income continuation benefits detailed above are subject to the limitation that
if you become employed full-time with equivalent benefits following termination, all
income continuation and medical benefits shall cease. However, should the new
salary be less than your most recent salary at HDI, HDI will pay the difference
between salaries through the end of the 6 month salary continuation period.




For purposes of this letter:




“Change of Control” shall mean: (i) any ‘person’ (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the ‘beneficial owner’ (as
defined in Rule 13(d) under the Exchange Act, directly or indirectly, of securities
representing fifty percent (50%) or more of the combined voting power of the then
outstanding securities, (ii) a merger, consolidation, share exchange, business
combination, joint venture or similar transaction, as a result of which the
stockholders of the Company prior to such transaction hold less than fifty percent
(50%) of the combined voting power of the then outstanding securities after giving
effect to such transaction, (iii) any sale, lease, exchange, transfer or other
disposition of all or substantially all of the assets of Company, or (iv) where the
Company has filed a Current Report on Form 8 -K reporting under current Item 5.01
(or other Item if subsequently renumbered or subsequent Item) that a change of
control of the Company has occurred;



 









 









“Cause” shall mean (1) the indictment of, or the bringing of formal charges against
you by a governmental authority for charges involving fraud, embezzlement,
dishonesty, violence or moral turpitude; (2) your commission of any criminal act;
(3) willful misconduct, gross negligence, gross malfeasance, gross misfeasance, or
gross misconduct by you in the performance of your job; (4) actions by you which
cause (company)’s reputation or image to materially suffer; (5) a breach by you of
your Confidentiality and Non-Competition agreement; and (6) other events or matters
relating to your job performance or conduct that would ordinarily cause an employer
to seriously consider the termination of an employee’s employment.


If you agree, please sign where indicated and return to Kim Zeltwanger, Director, Human Resources.




Sincerely,




J. Richard Damron, Jr.

President/CEO




Agreed:




	 	 	 
	 

/s/ George Godfrey