Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On November 28, 2012, BSD Medical Corporation (the "Company") and Dennis P. Gauger entered into a written Separation Agreement and Release of All Claims pursuant to which Mr. Gauger resigned his position as the Chief Financial Officer of the Company, effective at the close of business on December 31, 2012. Mr. Gauger has served as the Chief Financial Officer and a Named Executive Officer of the Company since May, 2007 and has been employed on a full time basis by the Company since April 2009. The Company recognizes and appreciates Mr. Gauger's significant contributions to, and financial leadership of, the Company during his tenure.

(e) The Separation Agreement and Release of All Claims (the "Agreement") entered into between the Company and Mr. Gauger provides that Mr. Gauger will be paid a total of $97,200, the equivalent of six (6) months of his current base salary. Such amount will be paid to Mr. Gauger in accordance with the Company's customary payroll policies, including the withholding of appropriate state and federal income tax. The first payment to Mr. Gauger will be made on January 11, 2013. Additionally, the Company will pay a portion of COBRA insurance payments for Mr. Gauger until the earlier of June 30, 2013, or the date that Mr. Gauger becomes eligible to participate in a health insurance plan of another employer, or the date that Mr. Gauger is no longer eligible for COBRA coverage. Under the Agreement, Mr. Gauger has agreed to provide the Company with not more than 10 hours of consulting services each week through June 30, 2013, at a rate of $100 per hour. Pursuant to the Agreement, Mr. Gauger has waived and discharged any claims which he may have had against the Company.

The purpose of the Agreement is to ensure a transparant transition to the new Chief Financial Officer and to ensure that the Company retains the services of Mr. Gauger through December 31 and thereafter has access to Mr. Gauger's services as a consultant in order to ensure the timely completion of preparations for the Company's annual meeting of shareholders to be held in February, 2013. Additionally, Mr. Gauger's availability as a consultant will enable the Company to continue its day to day operations without interruption and to meet its financial reporting obligations until Mr. Gauger's replacement is located, engaged, and fully integrated into the Company's operations. The Company is actively seeking a qualified replacement for Mr. Gauger and is optimistic that a new Chief Financial Officer can be found within the short term.