Unassociated Document


     

    AMENDMENT
TO EMPLOYMENT AGREEMENT DATED 

    NOVEMBER
11, 2005
BETWEEN AMERICAN MEDICAL ALERT CORP. AND JACK RHIAN


     

    The
parties hereto hereby enter into this Amendment to the original Employment
Agreement dated November 11, 2005 whereby:

    


    1.
Section 4 (b) (i) is deleted from the Agreement and replaced with the
following:

    


    (i) Up to
80,000 shares over the Employment Period based on the Company's earnings before
deduction of interest and taxes ("EBIT"), as set forth in the Company's audited
financial statements for the applicable fiscal year, meeting or exceeding the
following targets:

     

    For 2006 –
2010

     

    
      
        
          
            	
                    EBIT growth over prior fiscal
      year

                  	
                      # of Shares

                  
	 
      	 
      
	
                    15.0
      – 17.49%

                  	
                      8,000
      shares

                  
	
                    17.5
      – 19.99%

                  	
                      9,000
      shares

                  
	
                    20.0
      – 22.49%

                  	
                    10,500
      shares

                  
	
                    22.5
      – 24.99%

                  	
                    13,000
      shares

                  
	
                    25.0%
      - or more

                  	
                    16,000
      shares

                  


          

        

      

    

     

    In the
event that the minimum EBIT growth percentage is not met for a particular fiscal
year, Employee will have the opportunity, at his option, to earn back the
minimum performance bonus grant for such fiscal year as follows: by deducting
the EBIT dollar amount from the subsequent fiscal year sufficient so when added
to the prior fiscal year EBIT dollar amount increase, the EBIT growth percentage
for such prior fiscal year shall equal 15%. Such deducted amount shall reduce
the subsequent fiscal year EBIT dollar amount for purposes of determining the
growth rate in such subsequent fiscal year. (Note: If in any year there is
a one-time non-operating adjustment and the EBIT threshold is not met, in the
following year the Employee will be required to apply the portion of the
increased EBIT growth in the following year to the previous year to earn the
minimum EBIT performance bonus, if any or to disregard the
one time adjustment for the purposes of comparison to the subsequent
year).  A similar adjustment will be made to disregard one-time upward
non-operating adjustments.  There can be no “borrowing” for a
subsequent year if it would reduce the subsequent year’s restated growth such
that there would be no award for that subsequent year.

    


    For
clarity purposes examples are shown below:

    


    Example:

    


    Assumptions:

    
      
        
          	
                  Year

                	
                      EBIT

                	
                   % Inc.

                
	
                  2005

                	
                  $2,700,000

                	
                      -

                
	
                  2006

                	
                  $3,000,000

                	
                   11.11%

                
	
                  2007

                	
                  $3,200,000

                	
                     6.67%

                
	
                  2008

                	
                  $4,400,000

                	
                    37.50%

                


        

      

    

    


    Under the
following example, Employee would be deemed (i) not to have met the fiscal year
2006 EBIT growth percentage, (ii) to have met the minimum (15%) 2007 EBIT growth
percentage (by virtue of deducting $250,000 from the fiscal year 2008 EBIT
growth amount and adding that amount back to the 2007 fiscal year EBIT growth
amount to arrive at the minimum 15% growth percentage), and (iii) to have met
the 20.0 – 22.49% EBIT growth percentage for fiscal 2008 (($4,150,000 –
3,450,000)/3,450,000)= 20.29%.  The $4,150,000 is comprised of the
$4,400,000 of EBIT achieved in 2008 less the add back of $250,000 for 2007 and
the $3,450,000 is comprised of the $3,200,000 of EBIT achieved in 2007 plus the
add back of $250,000 from the 2008 EBIT amount to meet the minimum 15%
requirement for 2007. The Employee would earn a total 18,500 shares of common
stock (8,000 shares relating to 2007 and 10,500 shares relating to
2008);

    


    Except as
hereinabove set forth, the terms and provisions of the aforementioned Employment
Agreement executed by and between the parties shall remain in full force and
effect.

    


    


    IN
WITNESS WHEREOF, the parties hereto have caused the Amendment to the Employment
Agreement dated November 11, 2005 to be executed on March 30, 2009.

    
      


      
        
          	 	EMPLOYEE:	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Jack Rhian	 
	 	 	Jack Rhian	 
	 	 	 	 
	 	 	 	 


        

      

      
        
          	 	      
                  COMPANY:

                   

                  AMERICAN
      MEDICAL ALERT CORP

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Richard
      Rallo	 
	 	 	Richard
      Rallo