EX-10.14











Exhibit 10.14




June 19, 2007




Scott I. Verner




Dear Scott,



We are very enthusiastic regarding the potential your leadership brings for the acceleration of the
growth at Home Diagnostics, Inc.



This letter will confirm the elements of the compensation and other terms relating to your offer of
full-time employment at Home Diagnostics, Inc.




	 	 	 	 	 
	I.

	 	Employment Date:
	 	               July 30, 2007
	 
	 	 	 	 
	II.

	 	Position:
	 	Senior Vice President, Sales and Marketing
	 

	 	Level:
	 	Senior Vice President
	 

	 	Reporting to:
	 	Richard Damron, President/Chief Executive Officer
	 

	 	FLSA Status:
	 	Exempt
	 
	 	 	 	 
	III.

	 	Compensation/Benefits:
	 	 







	 	A.	 	Compensation
	 
	 	 	 	Annual base salary: $240,000
	 
	 	 	 	You will receive an annual salary of $240,000 with a review in twelve months. This
will be paid bi-weekly, every other Friday.
	 
	 	 	 	MBO Bonus Program: You will be eligible to participate in the 2007 MBO
Bonus program.
	 
	 	 	 	Target bonus: 40% of base salary (prorated for 2007 — 6 months)



Additional Management Bonus consideration: The Company will agree to add to
your 2007 bonus target an additional $22,500.
	 
	 	 	 	Target 2007
Bonus total =
$70,500.

	 
	 	 	 	The total 2007 bonus payout will be based on program criteria as detailed in the
attached 2007 Management Bonus program description.






* The Executive Management Bonus program is subject to change annually as determined
in the sole discretion of Home Diagnostic’s Board of Directors.




Sign-on Bonus:




You will receive a sign-on bonus in the amount of $22,500 payable with your first
paycheck. A prorated portion of this bonus will be returned to the company should
you voluntarily terminate your employment within (6) months from your date of hire.




	 	B.	 	Relocation (total costs not to exceed $75,000, grossed up for taxes)**:






	 	•	 	Reimbursement of documented costs associated with relocation of your family,
household goods and vehicles.




 









 











	 	•	 	Temporary housing — The Company, if requested, will arrange for temporary
housing in the Ft. Lauderdale area on a month-to-month basis not to exceed 6
months. You may choose to obtain temporary housing in the Ft. Lauderdale area
on your own; which the company will reimburse you for that expense not to
exceed 6 months.
	 
	 	•	 	Four (4) house-hunting trips: Includes airfare for you and your immediate
family, accommodations, meals and car rental. Expenses will be reimbursed in
accordance with the HDI Travel and Expense policy.
	 
	 	•	 	Documented actual closing costs for both homes (the Company will reimburse a
maximum of 6% for realtor commissions).






** A prorated portion of the moving expenses is returnable if you leave the
employment of the Company voluntarily within 12 months.




	 	C.	 	Stock Options:
	 
	 	 	 	Subject to approval by the HDI Board of Directors, you will receive an initial stock
option grant of 65,000 shares of HDI common stock. The stock will be priced at the
later of either the closing price as of the date of Board approval or employment
start date. These options will vest over a three year period the anniversary date
of the original grant date for each of the 3 years at 35%, 35% and 30% respectively.
	 
	 	D.	 	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.






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.




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.




	 	E.	 	Health/Dental/Vision/Life/STD/LTD Benefits
	 
	 	 	 	Health and dental coverage is provided by HDI at very attractive rates. You will be
eligible for enrollment on the first of the month following 30 days of employment.
	 
	 	 	 	HDI will provide life insurance coverage equal to three (3) times your salary to a
maximum of $500,000 and accidental death and dismemberment equal to six (6) times
your salary at no cost to you (certain tax implications may apply). Supplemental
spousal and dependent life insurance is also available.
	 
	 	 	 	HDI provides all employees short-term disability coverage at no cost, which will pay
60% of your weekly salary with a maximum of $1,000 per week. The company offers a
long-term disability program at discounted group rates, which pays 66 2/3% of your
monthly earnings with a maximum of $6,500 per month.
	 
	 	 	 	401(k): Details on the HDI 401(k) plan will be provided during new employee
orientation. You will be eligible for enrollment after 90 days of employment with
HDI.
	 
	 	 	 	While the benefits listed above are for the most part paid by HDI, the level of
benefits and who pays for them and how much each pays are subject to change from
time to time.
	 
	 	F.	 	Vacation:
	 
	 	 	 	You will be eligible for three (3) weeks of vacation time per year. This is accrued
on a bi-weekly basis. You will be eligible to use your accrued vacation time after
6 months of employment.




Please be advised that all offers of employment are contingent upon a satisfactory result and
completion of your background check and drug screen.



This represents all of the details regarding your initial compensation and benefits entitled to
you. Notwithstanding the foregoing terms, your employment is “at will” and is not for any definite
period of time. Nothing herein shall be constructed as guaranteeing or promising




 









 










employment for any specific time, and your employment may be terminated at any time and for any reason, with or
without advance notice.



In compliance with the Immigration and Control Act of 1986, you are required to complete the
Employment Eligibility Verification Form I-9 at the time of hire. You will be required to provide
documents establishing your identity and employment eligibility.



You will be required as a condition of employment to sign an employment agreement. The employment
agreement contains non-compete, non-disclosure and confidentiality language.



Your signature on this document acknowledges that you have read and agree to the terms of this
letter as well as certify that you are not bound by an active non-compete or other agreement that
would not allow you to perform the duties of this position.



If you accept our offer to join us, please sign one copy of the attached letter and fax it to (954)
486-6971. Please feel free to call me at 800-342-7226, extension 3043 if you have any questions.




Sincerely,




Kim Zeltwanger

Director, Human Resources




AGREED TO AND ACCEPTED:




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

/s/ Scott I. Verner
	 	 






	 	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 





This letter supersedes any prior or contemporaneous discussion, and any subsequent changes in the
terms of our offer may be made only in writing.



This offer letter will expire June 25, 2007.