EXHIBIT NO. 10.28 December 20, 1999 Mr. Alan Jacobson 73 Richmond Lane West Hartford, CT 06117 Dear Alan, I am pleased to offer you employment with Vision-Sciences, Inc. (the "Company"), pursuant to the following terms and conditions: Title: Vice President of Sales & Marketing Salary: $100,000 per annum, payable in accordance with the Company's normal payroll schedules. Bonus: $30,000 payable as follows: $15,000 six months from your start date, and $15,000 twelve months from your start date. Payment of the bonus is contingent upon satisfactory job performance by you during that period. Effective Date: January 17, 2000 Benefits: You will be entitled to participate in the Company's standard benefits package, including health insurance and the Company's 401K plan. In addition, you will receive a car allowance of $500.00 per month, and the company will pay for your business cell phone charges. Vacation: You will be eligible for vacation in accordance with the Company's standard vacation policy. Options: You will receive a grant of stock options for 100,000 shares of the common stock of Vision-Sciences, Inc. at an exercise price equal to the price as of the close of business on January 17, 2000 with vesting as follows: o 25,000 shares vesting on January 17, 2001 o 25,000 shares vesting on January 17, 2002 o 25,000 shares vesting on January 17, 2003 o 25,000 shares vesting on January 17, 2004 In the event that Vision-Sciences is merged into or acquired by another entity, all options shall vest immediately. All other provisions of the Vision-Sciences 1990 Stock Option Plan shall apply to this grant. Yours truly, /s/ Katsumi Oneda - ------------------------ Katsumi Oneda President/CEO/Chairman Accepted: /s/ Alan Jacobson Date: December 23, 1999 - ---------------------------- ------------------------------- Alan Jacobson