EXHIBIT 10.22


 


June 18,
2008


 


By
Hand Delivery


 


Dr. Robert
I. Rudko


PLC
Medical Systems, Inc.


10
Forge Park


Franklin,
MA  20238


 


Dear
Bob:


 


You and PLC Medical Systems, Inc., a subsidiary
of PLC Systems, Inc. (the “Company”), are parties to a letter agreement
dated October 28, 2003 that sets forth certain terms of your employment
with the Company.  The letter agreement
was amended on March 15, 2005 in light of tax legislation (as amended, the
“Letter Agreement”), and we have agreed to further amend the Letter Agreement
in light of more recent guidance regarding the same tax legislation, as forth
below:


 


Section 7(d) of the Letter Agreement shall
be replaced in its entirety with the following:


 


(d)                                 Any
severance pay described in this paragraph 7 shall be subject to all applicable
taxes and withholdings, and shall never exceed $385,000 gross plus the
applicable amount contemplated by paragraph 7(c) hereof.  Subject to the terms and conditions of Exhibit A
hereto, any severance pay that you may receive shall be paid in equal monthly
installments over the twenty-four month period following your “separation from
service” (as defined in Exhibit A). 
The Company shall have the right to set off against any severance pay
that you may become eligible to receive under this paragraph 7 any amounts you
borrowed from or may otherwise owe to the Company.


 


Except as specifically provided herein, all other
terms of the Letter Agreement, shall remain in full force and effect.  If the terms of this amendment are acceptable
to you, please sign and return the copy of this amendment enclosed for that
purpose no later than June 30, 2008.


 


Sincerely,


 


PLC
Medical Systems, Inc.


 


	
  By:

  	
  /S/ JAMES G. THOMASCH

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  CFO

  	
   

  



 


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The foregoing correctly
sets forth the terms of my continued employment with PLC Medical Systems, Inc.  I am not relying on any representations other
than as set out in the Letter Agreement and the amendment thereto set forth
above.  I have been given a reasonable
amount of time to consider this amendment and to consult an attorney and/or
advisor of my choosing.  I have carefully
read this amendment, understand the contents herein, freely and voluntarily
assent to all of the terms and conditions hereof, and sign my name of my own
free act.


 


 


	
  /S/ ROBERT I. RUDKO

  	
   

  
	
  Dr. Robert I.
  Rudko

  	
  Date: June 18,
  2008

  



 


 

















 


EXHIBIT A


 


PAYMENTS
SUBJECT TO SECTION 409A


 


1.                                       Subject
to this Exhibit A, payments or benefits under Section 7 of the Letter
Agreement shall begin only upon the date of your “separation from service”
(determined as set forth below) which occurs on or after the termination of
your employment.  The following rules shall
apply with respect to distribution of the payments and benefits, if any, to be
provided to you under Section 7, as applicable:


 


A.                                   It
is intended that each installment of the payments and benefits provided under Section 7
of the Letter Agreement shall be treated as a separate “payment” for purposes
of Section 409A of the Code and the guidance issued thereunder (“Section 409A”).  Neither the Company nor you shall have the
right to accelerate or defer the delivery of any such payments or benefits
except to the extent specifically permitted or required herein and by Section 409A.


 


B.                                     If,
as of the date of your “separation from service” from the Company, you are not
a “specified employee” (within the meaning of Section 409A), then each
installment of the payments and benefits shall be made on the dates and terms
set forth in Section 7 of the Letter Agreement.


 


C.                                     If,
as of the date of your “separation from service” from the Company, you are a “specified
employee” (within the meaning of Section 409A), then:


 


(i)                                     Each
installment of the payments and benefits due under Section 7 of the Letter
Agreement that, in accordance with the dates and terms set forth therein, will
in all circumstances, regardless of when the separation from service occurs, be
paid within the Short-Term Deferral Period (as hereinafter defined) shall be
treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to
the maximum extent permissible under Section 409A.  For purposes of this Agreement, the “Short-Term
Deferral Period” means the period ending on the later of the 15th day of the third month following the end of
your tax year in which the separation from service occurs and the 15th day of the third month following the end of
the Company’s tax year in which the separation from service occurs; and


 


(ii)                                  Each
installment of the payments and benefits due under Section 7 of the Letter
Agreement that is not described in this Exhibit A, 1.C.i. above and that
would, absent this subsection, be paid within the six-month period following
your “separation from service” from the Company shall not be paid until the
date that is six months and one day after such separation from service (or, if
earlier, your death), with any such installments that are required to be
delayed being accumulated during the 


 


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six-month period and paid
in a lump sum on the date that is six months and one day following your
separation from service and any subsequent installments, if any, being paid in
accordance with the dates and terms set forth in the Letter Agreement;
provided, however, that the preceding provisions of this sentence shall not
apply to any installment of payments and benefits if and to the maximum extent
that that such installment is deemed to be paid under a separation pay plan
that does not provide for a deferral of compensation by reason of the
application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to
separation pay upon an involuntary separation from service).  Any installments that qualify for the
exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must
be paid no later than the last day of your second taxable year following his
taxable year in which the separation from service occurs.


 


(iii)                               The
determination of whether and when your separation from service from the Company
has occurred shall be made and in a manner consistent with, and based on the
presumptions set forth in, Treasury Regulation Section 1.409A-1(h).  Solely for purposes of this Exhibit A,
1.C.iii., “Company” shall include all persons with whom the Company would be
considered a single employer under Section 414(b) and 414(c) of
the Code.


 


2.                                       Notwithstanding
anything to the contrary in the Letter Agreement and this Exhibit A, in
the event of an unforeseeable emergency as defined in Treasury Regulation Section 1.409A-3(i)(3)(i),
you may request that an amount of the severance pay payable to you hereunder,
up to the amount permitted under Treasury Regulation 1.409A-3(i)(3)(ii), be
paid to you, which request the Company may, in its sole discretion, grant.


 


3.                                       All
reimbursements and in-kind benefits provided under the Letter Agreement shall
be made or provided in accordance with the requirements of Section 409A to
the extent that such reimbursements or in-kind benefits are subject to Section 409A.


 


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