EXHIBIT
10.32

    


    July 1,
2009

     

    Stan
Cipkowski

    2054
River Road

    Melrose,
NY 12121

     

    Dear
Stan,

     

    It is our
pleasure to formally continue your position of Chief Executive Officer of
American Bio Medica Corporation (“ABMC” or the “Company”), reporting directly to
the ABMC Board of Directors. This agreement supersedes all other agreements
whether written or verbal and may not be amended except by a writing signed by
you and the Chairman of the Board of Directors. Your position will be primarily
located at our New York corporate facility although overnight travel may be
required from time to time.  You will perform all duties as are
generally associated with the position of Chief Executive Officer as directed by
the Board of Directors. Below, we have outlined the major terms and conditions
applicable to your position.

     

    Term

     

    Your
employment with ABMC will be for a term of three (3) years, beginning on the
date set forth above, unless sooner terminated for cause or sooner terminated as
a result of the termination or expiration of the Company’s Line of Credit
facility with Rosenthal & Rosenthal, Inc. (“Rosenthal”). If your employment
is not terminated for cause or as a result of the termination or expiration of
the Company’s Line of Credit with Rosenthal, this Agreement shall automatically
renew for successive one (1) year terms unless either side gives advance written
notice of intent not to renew at least sixty (60) days prior to the end of any
one (1) year renewal term. If AMBC terminates your employment for cause, this
Agreement shall be terminated and you will be entitled to no severance and no
further compensation or benefits from ABMC, other than payment of salary and
benefits up to and including the date of termination.

     

    Compensation

     

    Effective
with the signing of this Employment letter, your base salary will be $17,160 per
month, which is equivalent to $205,920 on an annualized basis.

     

    If you so
desire, the cost of your health insurance (including family coverage if you so
require) shall be borne 100% by the Company.  Please notify Human
Resources if you wish to receive this benefit.

     

    You shall
receive a car allowance of $10,000 per year, to be paid on a monthly basis and
subject to tax on your part, and reimbursement for any approved company related
expenses.

     

    You shall
participate in the Management Bonus Program as approved by the Board of
Directors on January 19, 2005, and as amended by the Board of Directors on
November 9, 2005.

     

    Benefits

     

    
      
        	
                v

              	
                20
      vacation days

              


      

    

    
      
        	
                v

              	
                Usual
      corporate holidays

              


      

    

    
      
        	
                v

              	
                2
      personal days

              


      

    

    
      
        	
                v

              	
                401
      (k)

              


      

    

     

    Severance

     

    In the
unlikely event that ABMC elects to terminate your employment for anything other
than cause, you will receive severance pay equal to twelve (12) months of your
current base salary at the time of separation, with continuation of all medical
benefits during the twelve-month period at ABMC’s expense.  Cause
shall be defined as (1) death, (2) commission of a felony (3) acts of
dishonesty, fraud or malfeasance in connection with your service on behalf of
the Company,  (4) gross dereliction of duty willful failure to carry
out any lawful directive of the Chief Executive Officer or the Board of
Directors, or material violations of Company policies which continue after
Company has provided Employee with written notice thereof and a period of thirty
(30) days to cure such action or misconduct or (5) disability of a period of
more than 6 months). The severance payment will be made under the current pay
cycle, each pay period, during the 12 months, subject to all customary
withholdings.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Additionally,
you may resign your position and elect to exercise this severance provision at
your option under the following circumstances:

     

    
      	
              v

            	
              If
      you are required to relocate by the Company or its Board of Directors more
      than 50 miles from the Company’s New York facility as a condition of
      continued employment

            


    

     

    
      	
              v

            	
              A
      substantial change in responsibilities normally assumed by a Chief
      Executive Officer at the direction of the Company or its Board of
      Directors (i.e. demotion)

            


    

     

    
      	
              v

            	
              You
      are asked to commit or conceal the commitment of any illegal act by any
      officer or member of the board of directors of the
  Company

            


    

     

    Change in
Control

     

    If there
is a Change in Control (defined below) of ABMC, you may elect to resign your
position and to receive a lump sum severance payment equal to two times your
annual base salary (“CIC Payment”). If you elect to resign, ABMC will pay you
the CIC Payment within thirty days after you make your election, which election
must be in writing and received by ABMC’s Board of Directors within ten days
after a Change in Control.  In the event you continue employment with
ABMC or any successor to ABMC following a Change in Control or fail to make an
election within ten days after a Change in Control, you will not be entitled to
receive the CIC Payment.

     

    Change in
Control is defined as follows:

     

    (i)           the
approval by shareholders of ABMC of a merger or consolidation of ABMC with any
other corporation, other than a merger or consolidation which would result in
the voting securities of ABMC outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than fifty percent (50%) of the total
voting power represented by the voting securities of ABMC or such surviving
entity outstanding immediately after such merger or consolidation;
or

     

    (ii)           the
approval by the shareholders of ABMC of a plan of complete liquidation of ABMC
or an agreement for the sale or disposition by ABMC of all or substantially all
of ABMC’s assets.

     

    Restrictive
Covenants

     

    Company Handbook/Compliance
Certification

     

    You are
aware that it is your responsibility to read the ABMC Employee Handbook
thoroughly and comply with the policies contained in the Handbook. You
understand that the policies, benefits and information contained in the Handbook
are subject to change and that revisions to the Handbook may be made. Any such
changes will be communicated through official written notices and you hereby
acknowledge that any such revisions may supercede, modify or eliminate existing
policies. Only a majority of the Executive Officers, or a majority of the Board
of Directors may adopt revisions to the policies contained in the
Handbook.  In no circumstance may a change to the employee handbook
reduce the salary, benefits or other conditions outlined in this employment
agreement.

     

    You agree
that in addition to any covenants included in this Employment Letter, you will
sign a Compliance Certification simultaneously with the signing of this
Employment Letter. If a conflicting covenant exists between the Employment
Letter and the Compliance Certification and/or the Company Handbook, the
Employment Letter shall be the ruling document.

     

    Non-Solicitation

     

    During
the twelve (12) months immediately following your termination from employment
with ABMC for any reason, you agree that:

     

    
      	
              v

            	
              You
      will not, directly or indirectly, solicit in any manner or capacity
      whatsoever, including by way of illustration, but not limitation, call
      upon, mail or e-mail notices to, or make telephone calls to, any Customer
      (defined below) or Customer Prospect (defined below) of ABMC, for the
      purpose of selling any Covered Services (defined below) or engaging in any
      business which directly or indirectly competes with
  ABMC.

            


    

     

    
      	
              v

            	
              You
      will not solicit, endeavor to entice away from ABMC, or otherwise
      interfere with the relationship of ABMC with any person who is employed
      (or, but for any violation of this agreement, would have been employed) by
      or otherwise engaged to perform services for ABMC, whether for your own
      account or for the account of any other person or
  entity.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              v

            	
              You
      will not, directly or indirectly, solicit in any manner or capacity
      whatsoever, including by way of illustration, but not limitation, call
      upon, mail, or e-mail notices to, or make telephone call to, any supplier
      or vendor of ABMC for the purpose of engaging in any business which
      directly or indirectly competes with
ABMC.

            


    

     

    Confidentiality

     

    You agree
not to disclose any Confidential Information (defined below) and you promise to
take all reasonable precautions to prevent its unauthorized dissemination, both
at all times during your employment with ABMC and after termination of your
employment for any reason.  You agree to limit the disclosure of any
Confidential Information to only those employees and agents of ABMC who have a
need to know the information and who have similarly agreed to keep such
information confidential.  Upon termination of your employment or upon
request, you will deliver to ABMC all documents and electronic files containing
Confidential Information and any personal property owned by ABMC.

     

    You
further agree not to use any Confidential Information for your own benefit or
for the benefit of anyone other than ABMC.  You acknowledge that all
Confidential Information is and remains the property of ABMC and that no license
or rights in the Confidential Information has been or is granted to
you.

     

    “Confidential
Information" means and includes all information not previously known by you
prior to your employment with ABMC relating to marketing, advertising, public
relations, development, services, trade secrets, trade "know-how," business
plans, Customer (as defined below) and Customer Prospect (as defined below)
lists, distributor lists, Customers and Customer Prospects information,
distributor information, financial data, personnel data, employee compensation
and benefits information, new personnel acquisition plans, details of contracts,
pricing policies, operational methods, marketing plans or strategies, service
development techniques or plans, business acquisition or investment plans, or
other confidential and proprietary information related to the business or
affairs of ABMC and/or its Customers or Customer Prospects.

     

    The term
"Customer" means any person or entity for which ABMC performed any Covered
Services during the one (1) year period immediately preceding the termination of
your employment with ABMC for any reason whatsoever.

     

    "Customer
Prospect" means any person or entity to which ABMC made a new business
presentation or proposal, whether formal or informal related to Covered Services
during the one (1) year period immediately preceding the termination of your
employment with ABMC for any reason whatsoever.

     

    “Covered
Services” means any services or products of whatever kind or character offered
or provided by ABMC to any person or entity.

     

    Enforcement

     

    If any
provision of the covenants in this agreement shall be held invalid or
unenforceable, the remainder nevertheless shall remain in full force and
effect.  If any provision is held invalid or unenforceable with
respect to particular circumstances, it nevertheless shall remain in full force
and effect in all other circumstances.

     

    If, in
connection with any action taken by ABMC to enforce the provisions of the
covenants of this agreement, a court shall hold that all or any portion of the
restrictions contained therein are unreasonable under the circumstances then
existing so as to render such covenants invalid or unenforceable, the parties
agree that any court of competent jurisdiction may reform such unreasonable
restrictions to the extent necessary to make such restrictions reasonable under
the circumstances then existing so as to render such restrictions both valid and
enforceable.

     

    You
acknowledge and agree that all of the covenants contained in this agreement are
necessary for the protection of ABMC's valuable and legitimate business
interests and are reasonable in scope and content. Accordingly, you acknowledge
and agree that if you violate any of the provisions of this agreement ABMC shall
sustain irreparable harm and, therefore, in addition to the other remedies which
ABMC may have under this agreement or otherwise, ABMC will be entitled to
specific performance, injunctive, and other equitable relief.

     

    You agree
to indemnify, save and hold harmless ABMC from and against any and all claims,
damages, losses, costs and expenses (including reasonable attorneys' fees)
incurred by ABMC in any action in which a court enforces the terms of the
covenants of this agreement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Other Employment
Information

     

    In making
this offer of continued employment, ABMC has relied on your representations
that:  (a) you are not currently a party to any contract of employment
that might impede your ability to accept this offer or to perform the services
completed thereby; and (b) that you are not subject to any non-competition
arrangement or other restrictive covenants that might restrict your employment
at ABMC as contemplated by this offer.

     

    Exclusive
Service

     

    You will
perform services exclusively for ABMC and you will not perform services for any
other persons or entities related to or conducting business with the Company for
personal profit during the term of this agreement without the written agreement
of the Board of Directors.

     

    Miscellaneous

     

    This
writing represents the entire agreement with respect to your employment and any
prior agreements or understandings, written or oral, are merged
herein.  This agreement shall be governed by the laws of the State of
New York.  ABMC will not be deemed to have waived any provision of
this agreement except by a signed writing.  This agreement may not be
amended, except by a signed writing.  Notices given pursuant to this
Agreement shall be in writing and delivered personally or by nationally
recognized overnight courier in the case of ABMC to its Kinderhook facility to
the attention of the Chief Executive Officer and in your case to your home
address as set forth in ABMC’s personnel file.

     

    (signature
page follows)

     

    Stan, our
expectation is that you will continue to make a tremendous contribution to the
long-term success of ABMC.

     

    
      
        	
                Sincerely,

              	 
      
	 
      	 
      
	
                /s/ Edmund Jaskiewicz

              	 
      
	
                Edmund
      Jaskiewicz

              	 
      
	
                Chairman
      of the Board of Directors & President

              
	
                By
      order of the American Bio Medica Corporation Board of
      Directors

              
	 
      	 
      
	
                Accepted
      this 1st day of July 2009:

              	 
      
	 
      	 
      
	
                /s/ Stan Cipkowski

              	 
      
	
                Stan
      Cipkowski