Vice President of Sales Employment Agreement

EXHIBIT 10.2


March 23, 2004


Ric Cote 1901 Rosecrest Drive Oakland, CA 94602 (510) 530-3874


Dear Ric:


We are pleased to offer you the position of Vice President of Sales with Conceptus, Inc., at a starting salary of $18,750 per month, which equates to $225,000 annually. In this capacity, you will report directly to Mark Sieczkarek, President & CEO. If you accept this offer you will begin work as an exempt employee. In addition, you will receive a sign-on bonus of $25,000 gross pay. Should you voluntarily leave Conceptus within one year, you will be required to repay the sign-on bonus at a pro rated amount.


As a regular employee of Conceptus, Inc., you will be eligible to participate in a number of Company sponsored benefits, which include: medical, dental, vision, life and long term disability insurance coverage. These benefits are effective the first day of your employment. You will also be eligible to join our 401(k) program and participate in our employee stock purchase plan.


At the next Board meeting, we will recommend that Management grant you an option of 125,000 shares of Conceptus, Inc., and an additional grant of 36,000 share of RESTRICTED stock under the LTOIP referenced below. The terms of the stock options shall be in accordance to the Conceptus stock option plan. You will be given a copy of this plan upon hire. Also, upon hire, you will become 12.50% vested after 6 months of employment, and 1/48th per month thereafter for a total vesting of four years. Your ...