0001104659-07-074725.txt : 20071012 0001104659-07-074725.hdr.sgml : 20071012 20071012160558 ACCESSION NUMBER: 0001104659-07-074725 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20071010 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071012 DATE AS OF CHANGE: 20071012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOSPHERE MEDICAL INC CENTRAL INDEX KEY: 0000919015 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 043216867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23678 FILM NUMBER: 071169736 BUSINESS ADDRESS: STREET 1: 1050 HINGHAM STREET CITY: ROCKLAND STATE: MA ZIP: 02370 BUSINESS PHONE: 7816817900 MAIL ADDRESS: STREET 1: 1050 HINGHAM STREET CITY: ROCKLAND STATE: MA ZIP: 02370 FORMER COMPANY: FORMER CONFORMED NAME: BIOSEPRA INC DATE OF NAME CHANGE: 19940215 8-K 1 a07-26384_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 10, 2007

BIOSPHERE MEDICAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-23678		04-3216867
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1050 Hingham Street
Rockland, Massachusetts		02370
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 681-7900

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

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

On October 10, 2007, BioSphere Medical, Inc. (“BioSphere” or the “Company”), entered into (i) an Acknowledgement and Amendment Agreement with Martin J. Joyce to amend that certain letter agreement dated June 14, 2005 between the Company and Mr. Joyce; (ii) an Acknowledgement and Amendment Agreement with Peter C. Sutcliffe to amend that certain letter agreement dated June 14, 2005 between the Company and Mr. Sutcliffe and (iii) a Third Acknowledgement and Amendment Agreement with Richard J. Faleschini to amend that certain Employment Agreement dated November 2, 2004, as amended, between the Company and Mr. Faleschini and to amend that certain Executive Retention Agreement made effective as of November 2, 2004 between the Company and Mr. Faleschini (collectively, the “Amendments”).

The Company and each of Messrs. Joyce, Sutcliffe and Faleschini (collectively, the “Employees”) entered into the Amendments in order to revise certain compensation arrangements between the Company and each of Employee in connection with recently implemented Section 409A Internal Revenue Code of 1986, as amended (“Section 409A”). Key changes to the compensation arrangements are as follows:

· Timing of Bonus Payments: The Amendments require that annual bonus payments be made by March 15th of the calendar year following the year to which the bonus relates.

· Reimbursement of Expenses: The Amendments require that any reimbursements of expenses owed to the Employee be made on or before the last day of the year following the year in which the expense was incurred. In addition, the Amendments ensure that such reimbursements cannot be exchange for another benefit.

· COBRA Coverage: The Amendments clarify that the Company’s obligation to make payments for reimbursement of medical expenses cannot extend beyond the period in which the Employee is eligible for COBRA continuation coverage under a group health plan.

· Severance Payment: The Amendments provide for a bifurcation of severance payments into two portions, consisting of a portion that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A and a portion that does constitute “nonqualified deferred compensation” within the meaning of Section 409A. The Amendments further provide that severance payments shall first be made from the portion that does not consist of nonqualified deferred compensation until it is exhausted and then shall be made from the portion that does constitute nonqualified deferred compensation.

· 409A Catch-All Provision: The Amendments advise the Employee that the Company has made no representation and has no liability to the respective Employee for payments made to the Employee which are found to be deferred compensation under Section 409A. In addition, the Amendments allow for further changes to each Employee’s compensatory arrangement in order to ensure that the Employee’s compensation arrangements with the Company comply with Section 409A.

The foregoing description of the Amendments is qualified in its entirety by the full text of the Amendments, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, each of which is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

The exhibits listed in the accompanying Exhibit Index are filed as part of this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 12, 2007	BIOSPHERE MEDICAL, INC.

	By:	/s/ Martin J. Joyce
		Martin J. Joyce
		Executive Vice President
		and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		Acknowledgement and Amendment Agreement between the Company and Martin J. Joyce, dated October 10, 2007
10.2		Acknowledgement and Amendment Agreement between the Company and Peter C. Sutcliffe, dated October 10, 2007
10.3		Third Acknowledgement and Amendment Agreement between the Company and Richard J. Faleschini, dated October 10, 2007

EX-10.1 2 a07-26384_1ex10d1.htm EX-10.1

Exhibit 10.1

ACKNOWLEDGEMENT AND AMENDMENT AGREEMENT

This Acknowledgement and Amendment Agreement (the “Acknowledgement”) is dated October 10, 2007, and is entered into by and between Martin J. Joyce (the “Employee”), and BioSphere Medical, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Employee and the Company have entered into a certain letter agreement dated June 14, 2005 regarding the Employee’s employment with the Company (the “Letter Agreement”); and

WHEREAS, the parties desire to modify the provisions of the Letter Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned hereby agree as follows:

1. The Letter Agreement is hereby amended as follows:

(a) Section 2.2 is hereby deleted in its entirety and replaced with the following new Section 2.2:

“2.2 Bonus. You will be entitled to receive an annual bonus in an amount equal to up to 40% of your then current base salary, to be paid based upon your achievement of milestones and objectives to be mutually agreed upon annually by you and the Compensation Committee of the Board of Directors but in any event such bonus shall be paid by March 15 of the year following the year to which the bonus relates, provided that you remain an employee of the Company at the time such bonuses are customarily paid.”

(b) Section 2.4 is hereby deleted in its entirety and replaced with the following new Section 2.4:

“2.4 Reimbursement of Expenses. The Company shall reimburse you for all reasonable travel, entertainment and other expenses incurred or paid by you in connection with, or related to, the performance of your duties, responsibilities or services as an employee of the Company, in accordance with policies and procedures, and subject to limitations, adopted by the Company from time to time. Notwithstanding the foregoing, (i) the expenses eligible for reimbursement may not affect the expenses eligible for reimbursement in any other taxable year, (ii) such reimbursement must be made on or before the last day of the year following the year in which the expenses was incurred, and (iii) the right to reimbursement is not subject to liquidation or exchange for another benefit.”

“4.1 In the event your at-will employment is terminated by the Company without Cause (as defined below) in anticipation of, or within twelve months after, a Change in Control (as defined below), the Company shall continue to pay to you your salary as in effect on the date of termination and the amount of the annual bonus paid to you for the fiscal year immediately preceding the date of termination (payable in annualized monthly installments) and shall, provided you elect to receive group medical insurance pursuant to the federal “COBRA” law, 29 U.S.C. § 1161 et seq., provide to you (so long as you are entitled to COBRA coverage) reimbursement for the share of the premium for group medical and dental that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, until the date 12 months after the date of termination, provided, however, that the Company’ s obligation to make the aforesaid payments or provide the aforesaid benefits shall immediately terminate in the event that you violate the provisions of Section 5 or Section 6 during such 12 month period. The payment to you of the amounts payable under this Section 4.1 shall be contingent upon your execution of a release in a form reasonably acceptable to the Company and (ii) shall constitute your sole remedy in the event of a termination of your employment in the circumstances set forth in this Section 4.1.

Payments to the Employee under this Section 4.1 shall be bifurcated into two portions, consisting of a portion that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and a portion that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion that does not consist of nonqualified deferred compensation until it is exhausted and then shall be made from the portion that does constitute nonqualified deferred compensation. Notwithstanding the foregoing, because the Employee is a “specified employee” as defined in Section 409A (a)(3)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation will be delayed to the date that is 6 months and one day after the Employee’ termination of employment (the “Earliest Payment Date”) unless payable upon the Employee’s death. Any payments that are delayed pursuant to the preceding sentence shall be paid on the Earliest Payment Date. The determination of whether, and the extent to which, any of the payments to be made to the Employee hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Employee following the taxable year of the Employee in which the Employee’s termination of employment occurs.”

(d) A new Section 15 is hereby added to the Letter Agreement which reads as follows:

“15. Section 409A.

Notwithstanding anything else to the contrary in this agreement, to the extent that any of the payments that may be made hereunder constitute “nonqualified deferred compensation”, within the meaning of Section 409A and the Employee is a “ specified employee” upon his separation (as defined under Section 409A), the timing of any such payment following the separation date shall be modified if, absent such modification, such payment would otherwise be subject to penalty under Section 409A. In any event, the Company makes no representation or warranty and shall have no liability to the Employee or to any other person if any provisions of this agreement are determined to constitute “nonqualified deferred compensation” subject to Section 409A but do not satisfy the requirements of that section.”

2. The parties acknowledge and agree that all other provisions of the Letter Agreement shall remain in full force and effect.

3. This Acknowledgement shall be governed by and construed and interpreted in accordance with the substantive laws of the Commonwealth of Massachusetts without regard to its principles of conflicts of law.

4. This Acknowledgement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Acknowledgement and Amendment Agreement as of the date first above written.

		BIOSPHERE MEDICAL, INC.

		By:	/s/ Richard J. Faleschini
			Richard J. Faleschini
			President and Chief Executive Officer


		EMPLOYEE

		/s/ Martin J. Joyce
		Martin J. Joyce
		Executive Vice President of Finance and
		Administration and Chief Financial Officer

EX-10.2 3 a07-26384_1ex10d2.htm EX-10.2

Exhibit 10.2

ACKNOWLEDGEMENT AND AMENDMENT AGREEMENT

This Acknowledgement and Amendment Agreement (the “Acknowledgement”) is dated October 10, 2007, and is entered into by and between Peter C. Sutcliffe (the “Employee”), and BioSphere Medical, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Employee and the Company have entered into a certain letter agreement dated June 14, 2005 regarding the Employee’s employment with the Company (the “Letter Agreement”); and

WHEREAS, the parties desire to modify the provisions of the Letter Agreement.

1. The Letter Agreement is hereby amended as follows:

(a) Section 2.2 is hereby deleted in its entirety and replaced with the following new Section 2.2:

“2.2 Bonus. You will be entitled to receive an annual bonus in an amount equal to up to 30% of your then current base salary, to be paid based upon your achievement of milestones and objectives to be mutually agreed upon annually by you and the Compensation Committee of the Board of Directors but in any event such bonus shall be paid by March 15 of the year following the year to which the bonus relates, provided that you remain an employee of the Company at the time such bonuses are customarily paid.”

(b) Section 2.4 is hereby deleted in its entirety and replaced with the following new Section 2.4:

(d) A new Section 15 is hereby added to the Letter Agreement which reads as follows:

“15. Section 409A.

2.		The parties acknowledge and agree that all other provisions of the Letter Agreement shall remain in full force and
effect.

3.		This Acknowledgement shall be governed by and construed and interpreted in accordance with the substantive laws
of the Commonwealth of Massachusetts without regard to its principles of conflicts of law.

4.		This Acknowledgement may be executed in any number of counterparts, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall constitute but one agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Acknowledgement and Amendment Agreement as of the date first above written.

	BIOSPHERE MEDICAL, INC.

	By:	/s/ Richard J. Faleschini
		Richard J. Faleschini
		President and Chief Executive Officer


	EMPLOYEE

	/s/ Peter C. Sutcliffe
	Peter C. Sutcliffe
	Vice President of Manufacturing

EX-10.3 4 a07-26384_1ex10d3.htm EX-10.3

Exhibit 10.3

THIRD ACKNOWLEDGEMENT AND AMENDMENT AGREEMENT

This Third Acknowledgement and Amendment Agreement (the “Acknowledgement”) is dated October 10, 2007, and is entered into by and between Richard J. Faleschini (the “Employee”), and BioSphere Medical, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Employee and the Company have entered into (i) a certain Employment Agreement dated November 2, 2004, as amended by an Acknowledgement and Amendment Agreement dated March 16, 2007, and a Second Acknowledgement and Amendment Agreement dated April 5, 2007, regarding the Employee’s employment with the Company (the “Employment Agreement”) and (ii) a certain Executive Retention Agreement made effective as of November 2, 2004 (the “Retention Agreement”);

WHEREAS, the parties desire to modify the provisions of the Employment Agreement and the Retention Agreement as set forth herein.

1. The Employment Agreement is hereby amended as follows:

(a) Section 3.1 is deleted in its entirety and a new Section 3.1 is inserted in lieu thereof which reads as follows:

“3.1 Salary and Bonus. The Company shall pay the Employee, in periodic installments in accordance with the Company’s customary payroll practices, an annual base salary of $300,000 for the one-year period commencing on the Commencement Date. Such salary shall be subject to increases thereafter as may be determined from time to time by the Board. The Employee shall be entitled to an annual bonus in an amount equal to up to 50% of his then current base salary, to be paid based upon the Employee’s achievement of milestones to be mutually agreed upon annually by the Employee and the Compensation Committee of the Board, but in any event such bonus shall be paid by March 15 of the year following the year to which the bonus relates. A minimum bonus of 25% of the Employee’s current annual base salary shall be guaranteed for the first calendar year of this Agreement.”

(b) Section 3.4 is deleted in its entirely and a new Section 3.4 is inserted in lieu thereof which reads as follows:

“3.4 Reimbursement of Expenses. The Company shall reimburse the Employee for all reasonable travel, entertainment and other expenses incurred or paid by the Employee in connection with, or related to, the performance of his duties, responsibilities or services under this Agreement, in accordance with

policies and procedures, and subject to limitations, adopted by the Company from time to time. Notwithstanding the foregoing, (i) the expenses eligible for reimbursement may not affect the expenses eligible for reimbursement in any other taxable year, (ii) such reimbursement must be made on or before the last day of the year following the year in which the expenses was incurred, and (iii) the right to reimbursement is not subject to liquidation or exchange for another benefit.”

(c) Section 5.1(b) is deleted in its entirety and a new Section 5.1(b) is inserted in lieu thereof which reads as follows:

“(b) In the event the Employee’s employment is terminated pursuant to Section 4.1 because the Company has elected not to renew the Agreement, or is terminated by the Employee pursuant to Section 4.3 or by the Company pursuant to Section 4.5, the Company shall continue to pay to the Employee his salary as in effect on the date of termination and the amount of the annual bonus paid to him for the fiscal year immediately preceding the date of termination (payable in annualized monthly installments) and continue to provide to the Employee the other benefits owed to him under Section 3.2 (to the extent such benefits can be provided to non-employees, or to the extent such benefits cannot be provided to non-employees, then the cash equivalent thereof) until the date 12 months after the date of termination, provided, however, that the Company’s obligation to make the aforesaid payments or provide the aforesaid benefits shall immediately terminate in the event that the Employee violates the provisions of Section 6.1 or Section 7 during such 12 month period. Notwithstanding the foregoing, to the extent such payments are reimbursement to the Employee of medical expenses incurred by the Employee as described in Reg. § 1.409A-1(b)(9)(v)(B), reimbursements may not be made beyond the period of time during which the Employee would be entitled (or would, but for such arrangement, be entitled) to COBRA continuation coverage under a group health plan of the Company. The payment to the Employee of the amounts payable under this Section 5.1(b) (i) shall be contingent upon the execution by the Employee of a release in a form reasonably acceptable to the Company and (ii) shall constitute the sole remedy of the Employee in the event of a termination of the Employee’s employment in the circumstances set forth in this Section 5.1(b).

Payments to the Employee under this Section 5.1(b) shall be bifurcated into two portions, consisting of a portion that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and a portion that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion that does not consist of nonqualified deferred compensation until it is exhausted and then shall be made from the portion that does constitute nonqualified deferred compensation. Notwithstanding the foregoing, because the Employee is a “specified employee” as defined in Section 409A(a)(3)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation will be delayed to

the date that is 6 months and one day after the Employee’ termination of employment (the “Earliest Payment Date”) unless payable upon the Employee’s death. Any payments that are delayed pursuant to the preceding sentence shall be paid on the Earliest Payment Date. The determination of whether, and the extent to which, any of the payments to be made to the Employee hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Employee following the taxable year of the Employee in which the Employee’s termination of employment occurs.”

(d) A new Section 9.10 shall be inserted which shall read as follows:

“9.10 Section 409A. Notwithstanding anything else to the contrary in this agreement, to the extent that any of the payments that may be made hereunder constitute “nonqualified deferred compensation”, within the meaning of Section 409A and the Employee is a “specified employee” upon his separation (as defined under Section 409A), the timing of any such payment following the separation date shall be modified if, absent such modification, such payment would otherwise be subject to penalty under Section 409A. In any event, the Company makes no representation or warranty and shall have no liability to the Employee or to any other person if any provisions of this agreement are determined to constitute “nonqualified deferred compensation” subject to Section 409A but do not satisfy the requirements of that section.”

2. The Retention Agreement is hereby amended as follows:

(a) Section 4.2(a)(ii) is deleted in its entirety and a new Section 4.2(a)(ii) is inserted in lieu thereof which reads as follows:

“(ii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family (notwithstanding the foregoing, to the extent such payments are reimbursement to the Executive of medical expenses incurred by the

Executive as described in Reg. § 1.409A-1(b)(9)(v)(B), reimbursements may not be made beyond the period of time during which the Executive would be entitled (or would, but for such arrangement, be entitled) to COBRA continuation coverage under a group health plan of the Company);”

(b) A new Section 4.2(d) is added which reads as follows:

“(d) Specified Employee Provisions. Payments to the Executive under this Section 4.2 shall be bifurcated into two portions, consisting of a portion that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and a portion that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion that does not consist of nonqualified deferred compensation until it is exhausted and then shall be made from the portion that does constitute nonqualified deferred compensation. Notwithstanding the foregoing, because the Executive is a “specified employee” as defined in Section 409A(a)(3)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation will be delayed to the date that is 6 months and one day after the Executive’s Date of Termination (the “Earliest Payment Date”) unless payable upon the Executive’s death. Any payments that are delayed pursuant to the preceding sentence shall be paid on the Earliest Payment Date. The determination of whether, and the extent to which, any of the payments to be made to the Executive hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Executive’s termination of employment occurs.”

“7.10 Section 409A. Notwithstanding anything else to the contrary in this agreement, to the extent that any of the payments that may be made hereunder constitute “nonqualified deferred compensation”, within the meaning of Section 409A and the Executive is a “specified employee” upon his separation (as defined under Section 409A), the timing of any such payment following the separation date shall be modified if, absent such modification, such payment would otherwise be subject to penalty under Section 409A. In any event, the Company makes no representation or warranty and shall have no liability to the Executive or to any other person if any provisions of this agreement are determined to constitute “nonqualified deferred compensation” subject to Section 409A but do not satisfy the requirements of that section.”

3. The parties acknowledge and agree that all other provisions of the Employment Agreement and Retention Agreement shall remain in full force and effect.

4. This Acknowledgement shall be governed by and construed and interpreted in accordance with the substantive laws of the Commonwealth of Massachusetts without regard to its principles of conflicts of law.

5. This Acknowledgement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Third Acknowledgement and Amendment Agreement as of the date first above written.

	BIOSPHERE MEDICAL, INC.

	By:	/s/ Riccardo Pigliucci
	Title:	Riccardo Pigliucci
		Chairman, Compensation Committee of the
		Board of Directors


	EMPLOYEE

	/s/ Richard J. Faleschini
	Name: Richard J. Faleschini
	Title: President and Chief Executive Officer