Common use of Compliance with Code §409A Clause in Contracts

Compliance with Code §409A. It is the intention of the parties that this Letter Agreement be exempt from Code §409A to the greatest extent possible. Accordingly, all provisions herein shall be construed and interpreted consistent with that intent, but that, to the extent any payment constitutes nonqualified deferred compensation, Urologix shall amend any such provision pertaining to such payment to comply with Code §409A and the regulations thereunder, in the least restrictive manner necessary without any diminution in the value of the payments to you. Notwithstanding the foregoing, if on the date of your “separation from service” (within the meaning of Treas. Reg. §1.409A-1(h)), you are a “specified employee” within the meaning of Treas. Reg. §1.409-1(i), then payment of any amount under this Agreement that constitutes nonqualified deferred compensation shall be delayed until: (i) the later of: (A) the first day of the seventh month following your separation from service, and (B) the first date on which such payment would not be non-deductible as a result of Section 162(m) of the Code, or (ii) your death, if earlier. In the event any such payment is so delayed, the amount of the first payment shall be increased for interest earned on the delayed payment based upon interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the date the payment should otherwise have been provided. If this Letter Agreement accurately sets forth our agreement and understanding in regard to these matters, will you please sign this Letter Agreement where indicated below and return the executed letter to me for our files. A separate copy is enclosed for your records. UROLOGIX, INC. By Its: READ AND AGREED: [▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr./▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇] SCHEDULE 1 Definition of “

Compliance with Code §409A. It is the intention of the parties that this Letter Agreement be exempt from Code §409A to the greatest extent possible. Accordingly, all provisions herein shall be construed and interpreted consistent with that intent, but that, to the extent any payment constitutes nonqualified deferred compensation, Urologix shall amend any such provision pertaining to such payment to comply with Code §409A and the regulations thereunder, in the least restrictive manner necessary without any diminution in the value of the payments to you. Notwithstanding the foregoing, if on the date of your “separation from service” (within the meaning of Treas. Reg. §1.409A-1(h)), you are a “specified employee” within the meaning of Treas. Reg. §1.409-1(i), then payment of any amount under this Agreement that constitutes nonqualified deferred compensation shall be delayed until: until the earlier of (i) the later of: (A) the first day of the seventh month following your separation from service, and (Bii) the first date on which such payment would not be non-deductible as a result of Section 162(m) of the Code, or (iiiii) your death, if earlier. In the event any such payment is so delayed, the amount of the first payment shall be increased for interest earned on the delayed payment based upon interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the date the payment should otherwise have been provided. If this Letter Agreement accurately sets forth our agreement and understanding in regard to these matters, will you please sign this Letter Agreement where indicated below and return the executed letter to me for our files. A separate copy is enclosed for your records. UROLOGIX, INC. By By: Its: READ AND AGREED: [▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr./▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇] SCHEDULE 1 ] Definition of “Cause”: 1. The failure by you to use your best efforts to perform the material duties and responsibilities of your position or to comply with any material policy or directive Urologix has in effect from time to time. 2. Any act on your part which is harmful to the reputation or business of Urologix, including, but not limited to, conduct which is inconsistent with federal or state law respecting harassment of, or discrimination against, any Urologix employee. 3. A material breach of your fiduciary responsibilities to Urologix, such as embezzlement or misappropriation of Urologix funds or properties. 4. Your indictment for, conviction of, or guilty plea or nolo contendere plea to a felony or any crime involving moral turpitude, fraud or misrepresentation.

Compliance with Code §409A. It is the intention of the parties that this Letter Agreement be exempt from Code §409A to the greatest extent possible. Accordingly, all provisions herein shall be construed and interpreted consistent with that intent, but that, to the extent any payment constitutes nonqualified deferred compensation, Urologix shall amend any such provision pertaining to such payment to comply with Code §409A and the regulations thereunder, in the least restrictive manner necessary without any diminution in the value of the payments to you. Notwithstanding the foregoing, if on the date of your “separation from service” (within the meaning of Treas. Reg. §1.409A-1(h)), you are a “specified employee” within the meaning of Treas. Reg. §1.409-1(i), then payment of any amount under this Agreement that constitutes nonqualified deferred compensation shall be delayed until: until the earlier of (i) the later of: (A) the first day of the seventh month following your separation from service, and (Bii) the first date on which such payment would not be non-deductible as a result of Section 162(m) of the Code, or (iiiii) your death, if earlier. In the event any such payment is so delayed, the amount of the first payment shall be increased for interest earned on the delayed payment based upon interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the date the payment should otherwise have been provided. If this Letter Agreement accurately sets forth our agreement and understanding in regard to these matters, will you please sign this Letter Agreement where indicated below and return the executed letter to me for our files. A separate copy is enclosed for your records. UROLOGIX, INC. By ItsBy: READ AND AGREED: [/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr./Jr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr. Chief Executive Officer READ AND AGREED: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇/ ▇ April 29, 2010 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇] SCHEDULE 1 Date Definition of “Cause”: 1. The failure by you to use your best efforts to perform the material duties and responsibilities of your position or to comply with any material policy or directive Urologix has in effect from time to time. 2. Any act on your part which is harmful to the reputation or business of Urologix, including, but not limited to, conduct which is inconsistent with federal or state law respecting harassment of, or discrimination against, any Urologix employee. 3. A material breach of your fiduciary responsibilities to Urologix, such as embezzlement or misappropriation of Urologix funds or properties. 4. Your indictment for, conviction of, or guilty plea or nolo contendere plea to a felony or any crime involving moral turpitude, fraud or misrepresentation.

Compliance with Code §409A. For purposes of this Letter Agreement, “termination of employment” shall be interpreted consistent with the term “separation from service” within the meaning of Treas. Reg. §1.409A-1(h). It is the intention of the parties that this Letter Agreement be exempt from Code §409A to the greatest extent possible. Accordingly, all provisions herein shall be construed and interpreted consistent with that intent, but that, to the extent any payment constitutes nonqualified deferred compensation, Urologix shall amend any such provision pertaining to such payment to comply with Code §409A and the regulations thereunder, in the least restrictive manner necessary without any diminution in the value of the payments to you. Notwithstanding the foregoing, if on the date of your “separation from service” (within the meaning of Treas. Reg. §1.409A-1(h)), you are a “specified employee” within the meaning of Treas. Reg. §1.409-1(i), then payment of any amount under this Agreement that constitutes nonqualified deferred compensation shall be delayed until: (i) the later of: (A) the first day of the seventh month following your separation from service, and (B) the first date on which such payment would not be non-deductible as a result of Section 162(m) of the Code, or (ii) your death, if earlier. In the event any such payment is so delayed, the amount of the first payment shall be increased for interest earned on the delayed payment based upon interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the date the payment should otherwise have been provided. If this Letter Agreement accurately sets forth our agreement and understanding in regard to these matters, will you please sign this Letter Agreement where indicated below and return the executed letter to me for our files. A separate copy is enclosed for your records. UROLOGIX, INC. By ItsBy: READ AND AGREED: [▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr.//s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇/ ▇ Its: Chief Executive Officer READ AND AGREED: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇] SCHEDULE 1 Definition of “

Compliance with Code §409A. It is The payments and benefits under this Agreement and the intention terms of any release agreement are intended to be exempt from, or to comply with, §409A of the parties that this Letter Agreement be exempt from Code §409A to and the greatest extent possible. Accordinglyregulations promulgated thereunder and, all provisions herein shall be construed and interpreted consistent with that intent, but thataccordingly, to the maximum extent permitted, this Agreement and any payment constitutes nonqualified deferred compensationrelease agreement shall be interpreted and administered consistent with such intent. Notwithstanding anything contained in this Agreement to the contrary, Urologix Executive shall amend not be considered to have terminated employment with the Company for purposes of any such provision pertaining payments under this Agreement that are subject to such payment to comply with Code §409A and the regulations thereunder, in the least restrictive manner necessary without any diminution in the value of the payments to you. Notwithstanding the foregoing, if on the date of your until Executive has incurred a “separation from service” (from the Company within the meaning of Treas. Reg. §1.409A-1(h)), you are 409A. If Executive is deemed by the Company at the time of his separation from service by the Company to be a “specified employee” within for purposes of §409A(a)(2)(B)(i) of the meaning of Treas. Reg. §1.409-1(i)the Code, then payment to the extent delayed commencement of any amount portion of the benefits to which he is entitled under this Agreement that constitutes nonqualified deferred compensation shall be delayed until: (i) the later of: (A) the first day of the seventh month following your separation from service, and (B) the first date on which such payment would not be non-deductible as is required in order to avoid a result of Section 162(mprohibited distribution under §409A(a)(2)(B)(i) of the Code, such portion of his benefits shall not be provided to him prior to the earlier of (a) the expiration of the six-month period measured from the date of his separation from service with the Company or (iib) your the date of his death. Upon the expiration of the applicable Code §409A(a)(2)(B)(i) period, if earlierall deferred payments shall be paid to Executive in a lump sum, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. Notwithstanding the foregoing or any other provisions of this Agreement, the Company and Executive agree that, for purposes of the limitations on nonqualified deferred compensation under §409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the §409A deferral election rules and the exclusion from §409A for certain short-term deferral amounts. To the extent required to avoid an accelerated or additional tax under §409A, amounts reimbursable to Executive shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. In the event that any payments under this Agreement are conditioned upon the prior execution (and nonrevocation) by Executive of a general release of claims against the Company, such payments shall be made within 90 days following Executive’s separation from service (the “Release Consideration and Revocation Period”) and if the Release Consideration and Revocation Period begins in one calendar year and ends in a second calendar year, then any such payment is so delayedpayments shall be delayed until the second of such two calendar years (regardless of whether Executive delivers the release in the first or second calendar year). If any provision of this Agreement would subject Executive to any additional tax or interest under §409A, then the Company shall use its best efforts to amend such provision consistent with the original economic intent of the parties. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with §409A and makes no undertaking to preclude §409A from applying to any such payment 2. Except as specifically amended, altered, modified and changed by this Amendment No. 1, the amount of the first payment shall be increased for interest earned on the delayed payment based upon interest for the period of delay, compounded annually, equal to the prime rate (as published Agreement remains in the Wall Street Journal) in full force and effect as of the date the payment should otherwise have been provided. If this Letter Agreement accurately sets forth our agreement and understanding in regard to these matters, will you please sign this Letter Agreement where indicated below and return the executed letter to me for our files. A separate copy is enclosed for your records. UROLOGIX, INC. By Its: READ AND AGREED: [▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr./▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇] SCHEDULE 1 Definition of “originally written.