UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2009
 Commission File Number 0-20127
 Escalon Medical Corp.
 (Exact name of registrant as specified in its charter)
 Pennsylvania
    
    33-0272839(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 435 Devon Park Drive, Building 100, Wayne, PA 19087
(Address of principal executive offices, including zip code)
 (610) 688-6830
(Registrants telephone number, including area code)
 Securities Registered Pursuant to Section 12(b) of the Act:
 Common Stock, par value $0.001
    
    NASDAQ Capital Market(Title of class)
    
    (Name of each exchange
on which registered)
 Securities Registered Pursuant to Section 12(g) of the Act: NONE
 o þ
 o þ
 þ o
 þ o
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o No þ




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##### 



Part III.
 Item 10.
    
    Directors and Executive Officers and Corporate Governance
 DIRECTORS AND EXECUTIVE OFFICERS
  Name
    
    Age
    
    PositionRichard J. DePiano
    
    
    68
    
    
    Chairman and Chief Executive OfficerRichard J. DePiano, Jr.
    
    
    43
    
    
    President and General CounselRobert M. OConnor
    
    
    48
    
    
    Chief Financial OfficerMark G. Wallace
    
    
    40
    
    
    Chief Operating OfficerAnthony J. Coppola
    
    
    72
    
    
    DirectorJay L. Federman
    
    
    71
    
    
    DirectorWilliam L.G. Kwan
    
    
    68
    
    
    DirectorLisa A. Napolitano
    
    
    46
    
    
    DirectorFred G. Choate
    
    
    63
    
    
    Director
     2




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##### 



Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Conduct and Ethics
  3




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##### 



Audit Committee Members and Financial Expert
  Item 11.
    
    Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
 Introduction
    Objectives of Compensation Program
    What Our Compensation Program is Designed to Reward
 4




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##### 



Elements of Companys Compensation Plan and How Each Element Relates to Objectives
  Base Salaries
  Bonus
  Long-Term Incentives
   How Amounts Were Selected for Each Element of an Executives Compensation
 5




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##### 



Accounting and Tax Considerations
   Overview of Executive Employment Agreements and 2008 Equity-Based Awards
   
    
    If Mr. DePiano retires, we are obligated to pay the executive $8,000 per month for
life, with payments commencing the month after retirement. If Mr. DePiano were to die
within a period of three years after such retirement, we would be obligated to continue
making such payments until a minimum of 36 monthly payments have been made to the covered
executive and his beneficiaries in the aggregate.
    
    If Mr. DePiano dies before his retirement, while employed by us, we would be obligated
to make 36 monthly payments to his beneficiaries of $8,000 per month commencing in the
month after his death.
 6




---



##### 




    
    If Mr. DePiano were to become permanently disabled while employed by us, we would be
obligated to pay him $8,000 per month for life, with payments commencing the month after
he suffers such disability. If Mr. DePiano were to die within three years after suffering
such disability, we would be obligated to continue making such payments until a minimum of
36 monthly payments have been made to the covered executive and his beneficiaries in the
aggregate.
    
    If Mr. DePianos employment with us is terminated by the Company, or if he terminates
his employment with us for good reason, as defined in the agreement, we would be obligated
to pay him $8,000 per month for life. If Mr. DePiano were to die within a period of three
years after such termination, we would be obligated to continue making such payments until
a minimum of 36 monthly payments have been made to him and his beneficiaries in the
aggregate.
   Compensation of Named Executive Officers
 Summary Compensation Table
  NonqualifiedName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    DeferredPrincipal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherPosition
    
    Year
    
    Salary
    
    Bonus
    
    Awards
    
    Awards(1)
    
    Compensation
    
    Earnings
    
    Compensation (2)
    
    TotalRichard J. DePiano
    
    
    2009
    
    
    $
    349,319
    
    
    $
    
    
    
    $
    
    
    
    $
    51,856
    
    
    $
    
    
    
    $
    
    
    
    $
    20,040
    
    
    $
    421,215Chairman and
    
    
    2008
    
    
    $
    336,343
    
    
    $
    
    
    
    $
    
    
    
    $
    57,653
    
    
    $
    
    
    
    $
    
    
    
    $
    9,600
    
    
    $
    403,596Chief Executive Officer
    
    
    2007
    
    
    $
    317,700
    
    
    $
    250,000
    
    
    $
    
    
    
    $
    23,207
    
    
    $
    
    
    
    $
    
    
    
    $
    9,600
    
    
    $
    600,507Richard J. DePiano, Jr.
    
    
    2009
    
    
    $
    191,407
    
    
    $
    
    
    
    
    
    
    
    $
    16,592
    
    
    $
    
    
    
    $
    
    
    
    $
    9,600
    
    
    $
    217,599President and
    
    
    2008
    
    
    $
    180,000
    
    
    $
    
    
    
    $
    
    
    
    $
    18,448
    
    
    $
    
    
    
    $
    
    
    
    $
    9,600
    
    
    $
    208,048General Counsel
    
    
    2007
    
    
    $
    127,200
    
    
    $
    80,000
    
    
    $
    
    
    
    $
    7,425
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    214,625Robert M. OConnor
    
    
    2009
    
    
    $
    217,062
    
    
    $
    
    
    
    
    
    
    
    $
    16,592
    
    
    $
    
    
    
    $
    
    
    
    $
    9,600
    
    
    $
    243,254Chief Financial Officer
    
    
    2008
    
    
    $
    205,400
    
    
    $
    
    
    
    $
    
    
    
    $
    8,547
    
    
    $
    
    
    
    $
    
    
    
    $
    9,600
    
    
    $
    223,5472007
    
    
    $
    200,000
    
    
    $
    25,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    225,000Mark Wallace
    
    
    2009
    
    
    $
    161,004
    
    
    $
    
    
    
    
    
    
    
    $
    4,428
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    165,432Chief Operating Officer
    
    
    2008
    
    
    $
    93,246
    
    
    $
    60,000
    
    
    $
    
    
    
    $
    2,849
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    156,0952007
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Represents the dollar amount recognized for financial statement reporting purposes
for the fiscal year ended June 30, 2009, in accordance with FAS No. 123(r). Assumptions
used in the calculation of these amounts are included in Note 2 to the Consolidated
Financial Statements. There were no forfeitures during 2009. The options granted to Mr.
DePiano, Sr. vest over a two-year period; options granted to Mr. DePiano, Jr., Mr.
OConnor and Mr. Wallace vest over a five-year period (see Long-Term Incentives under
Compensation Discussion and Analysis). No options were exercised by the named
executives during the year ended June 30, 2009.(2)
    
    Includes payment of, (a) an automobile allowance and (b) insurance premiums paid for
life insurance. 7




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##### 



Grants of Plan Based Awards
  All Other
    
    All OtherEstimated Future
    
    Estimated Future
    
    Stock Awards
    
    Option Awards
    
    
    
    
    
    Grant DatePayouts Under
    
    Payouts Under
    
    Number of
    
    Number of
    
    Exercise or
    
    Fair ValueNon-Equity Incentive
    
    Equity Incentive
    
    Shares of
    
    Securities
    
    Base Price
    
    of StockGrant
    
    Plan Awards
    
    Plan Awards
    
    Stock or
    
    Underlying
    
    of Option
    
    and OptionName
    
    Date
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Units
    
    Options
    
    Awards
    
    Award (1)Richard J. DePiano
    
    
    9/25/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    $
    2.22
    
    
    $
    53,345Richard J. DePiano, Jr.
    
    
    9/25/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    $
    2.22
    
    
    $
    44,276Robert M. OConnor
    
    
    9/25/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    $
    2.22
    
    
    $
    44,276Mark Wallace
    
    
    9/25/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    $
    2.22
    
    
    $
    44,276
 
 (1)
    
    Represents the fair value on date of grant in accordance with FAS 123(r). Assumptions
used in the calculation of these amounts are included in Note 2 to the Consolidated Financial
Statements. There were no forfeitures during 2008. The options granted to Mr. DePiano, Sr.
vest over a two-year period; options granted to Mr. DePiano, Jr., Mr. OConnor and Mr. Wallace
vest over a five-year period years (see Long-Term Incentives under Compensation Discussion
and Analysis). No options were exercised by the named executives during the year ended June
30, 2009. 8




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##### 



Outstanding Equity Plan Based Awards at Fiscal Year-End2008
  Option AwardsEquityIncentivePlan Awards:Number ofNumber of
    
    Number of
    
    SecuritiesSecurities
    
    Securities
    
    UnderlyingUnderlying
    
    Underlying
    
    Unexercised
    
    Option
    
    OptionUnexercised
    
    Unexercised
    
    Unearned
    
    Exercise
    
    ExpirationName
    
    Options
    
    Options
    
    Options
    
    Price
    
    DateExercisable
    
    UnexercisableRichard J. DePiano
    
    
    41,480
    
    
    
    
    
    
    
    
    
    
    $
    2.13
    
    
    
    8/12/200845,000
    
    
    
    
    
    
    
    
    
    
    $
    2.38
    
    
    
    11/1/201050,000
    
    
    
    
    
    
    
    
    
    
    $
    2.77
    
    
    
    11/1/201110,417
    
    
    
    
    
    
    
    
    
    
    $
    1.45
    
    
    
    8/13/211225,000
    
    
    
    
    
    
    
    
    
    
    $
    6.94
    
    
    
    11/10/201325,000
    
    
    
    
    
    
    
    
    
    
    $
    6.19
    
    
    
    8/17/201440,000
    
    
    
    
    
    
    
    
    
    
    $
    8.06
    
    
    
    8/16/201515,200
    
    
    
    
    
    
    
    
    
    
    $
    2.65
    
    
    
    11/9/201619,293
    
    
    
    5,707
    
    
    
    5,707
    
    
    $
    3.05
    
    
    
    11/13/20179,375
    
    
    
    15,625
    
    
    
    15,625
    
    
    $
    2.22
    
    
    
    9/26/2018Richard J. DePiano,
Jr.
    
    
    700
    
    
    
    
    
    
    
    
    
    
    $
    2.38
    
    
    
    11/1/20101,100
    
    
    
    
    
    
    
    
    
    
    $
    2.77
    
    
    
    11/1/20113,567
    
    
    
    
    
    
    
    
    
    
    $
    1.45
    
    
    
    8/13/211210,000
    
    
    
    
    
    
    
    
    
    
    $
    6.94
    
    
    
    11/10/201325,000
    
    
    
    
    
    
    
    
    
    
    $
    6.19
    
    
    
    8/17/201420,000
    
    
    
    
    
    
    
    
    
    
    $
    8.06
    
    
    
    8/16/201510,334
    
    
    
    9,666
    
    
    
    9,666
    
    
    $
    2.65
    
    
    
    11/9/20166,334
    
    
    
    13,666
    
    
    
    13,666
    
    
    $
    3.05
    
    
    
    11/13/20173,000
    
    
    
    22,000
    
    
    
    22,000
    
    
    $
    2.22
    
    
    
    9/26/2018Robert M. OConnor
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    $
    5.05
    
    
    
    6/29/201610,334
    
    
    
    9,666
    
    
    
    9,666
    
    
    $
    3.05
    
    
    
    11/13/20173,000
    
    
    
    22,000
    
    
    
    22,000
    
    
    $
    2.22
    
    
    
    9/26/2018Mark Wallace
    
    
    584
    
    
    
    4,416
    
    
    
    4,416
    
    
    $
    3.05
    
    
    
    11/13/20173,000
    
    
    
    22,000
    
    
    
    22,000
    
    
    
    2.22
    
    
    
    9/26/2018
 9




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##### 



(1)
    
    These options were granted under our 1999 Equity Incentive Plan
and have a term of ten years, subject to earlier termination in
certain events. The options granted to Mr. DePiano, Sr. vest over
a two-year period. Options granted to Mr. DePiano, Jr., Mr.
OConnor and Mr. Wallace vest over a five-year period. No
options were exercised by the named executives during the year
ended June 30, 2009. Potential Payments upon Termination or Change-in-Control
 
 Compensation Committee Report on Executive Compensation
  
 Compensation of Directors
  Director Compensation2009
  10




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##### 



Change inPer Share Valueand NonqualifiedNon-Equity
    
    DeferredFees Earned or
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName
    
    Paid in Cash
    
    Awards
    
    Awards (1)
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalAnthony Coppola
    
    $
    
    
    
    $
    
    
    
    $
    22,138
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    22,138Jay L. Federman
    
    $
    
    
    
    $
    
    
    
    $
    22,138
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    22,138William L.G. Kwan
    
    $
    
    
    
    $
    
    
    
    $
    22,138
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    22,138Lisa Napolitano
    
    $
    
    
    
    $
    
    
    
    $
    22,138
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    22,138Fred Choate
    
    $
    
    
    
    $
    
    
    
    $
    22,138
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    22,138
 
 (1)
    
    Represents the dollar amount recognized for financial statement reporting purposes for
the fiscal year ended June 30, 2009, in accordance with FAS No. 123(r). Assumptions used
in the calculation of these amounts are included in Note 2 to the Consolidated Financial
Statements. There were no forfeitures during 2009. The table below sets forth the
aggregate number of stock options to purchase shares of our common stock held by each of
our non-employee directors as of June 30, 2009. Options granted to non-employee
directors vest on the date of grant and expire after ten years. Name
    
    SharesAnthony Coppola
    
    
    55,000Jay L. Federman
    
    
    75,000William L.G. Kwan
    
    
    80,000Lisa Napolitano
    
    
    52,000Fred Choate
    
    
    40,000
 Compensation Committee Interlocks and Insider Participation
  ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 Security Ownership of Certain Beneficial Owners and Management
  11




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##### 



Beneficial Ownership Table
 Amount of
    
    
    
    
    
    Amount ofBeneficial
    
    
    
    
    
    BeneficialOwnership
    
    
    
    
    
    Ownership of
    
    Amount ofof
    
    
    
    
    
    Shares
    
    Aggregate
    
    AggregateOutstanding
    
    Percent
    
    Underlying
    
    Beneficial
    
    Percent ofName
    
    Shares (1)
    
    of Class
    
    Options
    
    Ownership
    
    ClassRichard J. DePiano
    
    
    144,278
    
    
    
    2.2
    %
    
    
    286,897
    
    
    
    431,175
    
    
    
    6.7
    %Richard J. DePiano, Jr.
    
    
    206
    
    
    
    0.0
    %
    
    
    100,367
    
    
    
    100,573
    
    
    
    1.6
    %Robert OConnor
    
    
    
    
    
    
    0.0
    %
    
    
    100,000
    
    
    
    100,000
    
    
    
    1.6
    %Mark Wallace
    
    
    
    
    
    
    0.0
    %
    
    
    47,467
    
    
    
    47,467
    
    
    
    *William L.G. Kwan
    
    
    
    
    
    
    0.0
    %
    
    
    80,000
    
    
    
    80,000
    
    
    
    1.2
    %Jay L. Federman
    
    
    12,072
    
    
    
    0.2
    %
    
    
    75,000
    
    
    
    87,072
    
    
    
    1.2
    %Anthony J. Coppola
    
    
    
    
    
    
    0.0
    %
    
    
    55,000
    
    
    
    55,000
    
    
    
    *Lisa Napolitano
    
    
    
    
    
    
    0.0
    %
    
    
    52,000
    
    
    
    52,000
    
    
    
    *Fred Choate
    
    
    
    
    
    
    0.0
    %
    
    
    40,000
    
    
    
    40,000
    
    
    
    *All Directors and Executive Officers
as a group (9 persons)
    
    
    156,556
    
    
    
    2.4
    %
    
    
    836,731
    
    
    
    993,287
    
    
    
    15.5
    %
 
 (*) Less than on percent(1)
    
    Information furnished by each individual named. This table includes shares that are owned
jointly, in whole or in part with the persons spouse, or individually by his or her spouse.
No shares held by board members or named executive officers are pledged as collateral. Equity Compensation Plan Information
  Number of securities remainingavailable for future issuanceNumber of Shares to be
    
    Weighted-average exercise
    
    under equity compensation plansissued upon exercise of
    
    price of outstanding stock
    
    (excluding securities reflected inoutstanding stock options
    
    options
    
    column a))Plan Category
    
    (a)
    
    (b)
    
    (c)Equity Compensationplans approved bystockholders
    
    
    886,944
    
    
    $
    2.21
    
    
    
    129,575Equity Compensationplans not approved bystockholders
    
    
    
    
    
    
    
    
    
    
    886,944
    
    
    $
    3.05
    
    
    
    129,575
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
 Related Person Transactions
  12




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##### 



Director Independence
  ITEM 14.
    
    Principal Accounting Fees and Services
  For the years endedJune 30,2009
    
    2008Audit Fees
    
    $
    224,975
    
    
    $
    175,000Audit-Related Fees
    
    $
    
    
    
    $
    Tax Fees
    
    $
    
    
    
    $
    All Other Fees
    
    $
    
    
    
    $
    Total Fees
    
    $
    224,975
    
    
    $
    175,000
   13




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##### 



Signatures
  Escalon Medical Corp.
(Registrant)By:
    /s/  Richard J. DePianoRichard J. DePianoChairman and Chief Executive Officer  14




---



##### 



INDEX TO EXHIBITS
 No.
    
    EXHIBIT DESCRIPTION21
    
    Subsidiaries31.1
    
    Certification of the Chief Executive Officer31.2
    
    Certification of the Chief Financial Officer