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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(Amendment No. 1)







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the Fiscal Year Ended December 31, 2012



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

Commission file number: 1-11177







LOGO

PALOMAR MEDICAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 04-3128178                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|15 Network Drive Burlington, Massachusetts                     |  | 01803                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (781) 993-2300

Securities registered pursuant to Section 12(b) of the Act:



|                                                              |  |                                          
|------------------------------------------------------------- |  | -----------------------------------------
|Title of each class                                           |  | Name of each exchange on which registered
|Common Stock, $0.01 par value
Preferred Stock Purchase Rights |  | The NASDAQ Global Select Market          

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes   ̈    No  x

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one).



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The aggregate market value of the voting stock (common stock) held by non-affiliates of the registrant as of the close of business on June 29, 2012 was $101,797,350. The number of shares outstanding
of the registrants common stock as of the close of business on April 24, 2013 was 19,977,989.









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EXPLANATORY NOTE

Palomar Medical Technologies, Inc. (the Company, we, us, or our) is filing this
Amendment No. 1 on Form 10-K/A (this Amendment) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the Original Form 10-K Filing), which was originally filed with the Securities and
Exchange Commission (the SEC) on March 14, 2013, solely to set forth information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K. This Amendment amends and restates in its entirety Items 10, 11, 12, 13 and
14 of Part III. In addition, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), Item 15 of Part IV of the Original Form 10-K Filing has been amended and
restated solely to include as exhibits new certifications by our principal executive officer and principal financial officer.

Except as expressly set forth herein, this Amendment does not reflect events occurring after the date of the Original Form 10-K
Filing or modify or update any of the other disclosures contained therein in any way other than as required to reflect the amendments discussed above. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K Filing
and the Companys other filings with the SEC.

The references in this Amendment to our corporate website are not intended
to, and do not, incorporate by reference into this Amendment any materials contained on such website.



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PALOMAR MEDICAL TECHNOLOGIES, INC.

TABLE OF CONTENTS



|         |  |                                                                                                |  |  |    | 
|-------- |  | ---------------------------------------------------------------------------------------------- |  |  | -- | 
|PART III |  |                                                                                                |  |  | 1  | 
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                         |  |  | 1  | 
|Item 11. |  | Executive Compensation                                                                         |  |  | 6  | 
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters |  |  | 24 | 
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                      |  |  | 25 | 
|Item 14. |  | Principal Accountant Fees and Services                                                         |  |  | 26 | 
|PART IV  |  |                                                                                                |  |  | 26 | 
|Item 15. |  | Exhibits and Financial Statement Schedules                                                     |  |  | 26 | 



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PART III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

DIRECTORS

Our directors are elected annually and hold office until the
next annual meeting of stockholders and until their successors have been duly elected and qualified. In general, vacancies and newly created directorships may be filled by a majority vote of the directors then in office.

The following table and paragraphs provide information about each director. The information presented includes information each director
has given us about his or her age, all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or
have served as a director during the past five years. In addition to the information presented below regarding each directors specific experience, qualifications, attributes and skills that led our Nominating and Corporate Governance Committee
and our board to conclude that he or she should serve as a director, we also believe that all of our directors have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an
ability to exercise sound judgment, as well as a commitment of service to our company and our board. No corporation or organization referred to below is a subsidiary or other affiliate of ours. Our directors bring to our board a wealth of
executive leadership experience derived from their diverse backgrounds.

Information about the number of shares of our common
stock beneficially owned by each director appears below under the heading Security Ownership of Certain Beneficial Owners and Management. See also Related Person Transactions. There are no family relationships among any of
our directors or executive officers.



|                     |  |     |    |  |                                        |                                                           |                |     
|-------------------- |  | --- | -- |  | -------------------------------------- | --------------------------------------------------------- | -------------- | ----
|Name                 |  | Age |    |  | Positions and Offices with the Company |                                                           | Director Since
|                     |  |     |   
|Joseph P. Caruso     |  |     | 54 |  |                                        | Chairman of the Board; Chief Executive Officer; President |                | 2001
|                     |  |     |   
|Jeanne Cohane        |  |     | 66 |  |                                        | Director                                                  |                | 2000
|                     |  |     |   
|Damian N. DellAnno  |  |     | 53 |  |                                        | Director                                                  |                | 2012
|                     |  |     |   
|Nicholas P. Economou |  |     | 64 |  |                                        | Director                                                  |                | 1997
|                     |  |     |   
|James G. Martin      |  |     | 77 |  |                                        | Director                                                  |                | 1997
|                     |  |     |   
|A. Neil Pappalardo   |  |     | 70 |  |                                        | Director                                                  |                | 1997
|                     |  |     |   
|Louis P. Valente     |  |     | 82 |  |                                        | Director                                                  |                | 1997

JOSEPH P. CARUSO. Mr. Caruso has been one of our directors since October 2001. On March 9,
2012, our board appointed him to serve as Chairman of the Board of Directors. Since May 2002, Mr. Caruso has served as our Chief Executive Officer and President and is responsible for all aspects of operational controls. Mr. Caruso served
as our President and Chief Operating Officer from 2000 to May 2002. From 1992 until 2000, Mr. Caruso served as our Vice President and Chief Financial Officer. From 1981 to 1992, Mr. Caruso was a chief financial officer for a private
manufacturing company and a manager with an international public accounting firm. We believe Mr. Carusos qualifications to sit on our board of directors include his 20 years of experience at the Company, including as our President
for the past 12 years. Mr. Carusos extensive knowledge of the Company and the light-based aesthetic industry provides our board with a detailed understanding of our operations and is invaluable to our boards discussions of our
current and future needs.



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JEANNE COHANE. Ms. Cohane has been one of our directors since June 7, 2000.
Ms. Cohane retired in 2002 from Nantucket Imports, a retail consulting company, where she served as President. Ms. Cohane served as the Managing Director of Crabtree & Evelyns private label company from 1995 to 1997; from
1991 to 1995 she served as an officer and Vice President of Crabtree & Evelyn Retail Stores; and from 1988 to 1991 Ms. Cohane served as Director of U.S. Retail Stores. Crabtree & Evelyn, an international company, is well known
and respected for its beauty products and consumer based market approach. Ms. Cohane was President and sole owner of JRC Imports from 1982 to 1988, which owned and operated retail stores on the east coast of the United States. We believe
Ms. Cohanes qualifications to sit on our board of directors include her 18 years of experience in strategic planning, business development and product expansion, and her leadership and management of all areas of operations in the cosmetic
industry, which provide Ms. Cohane with an excellent perspective of what consumers look for in cosmetic procedures and products. Ms. Cohanes experience provides her with exceptional insights into our challenges and opportunities.

DAMIAN N. DELLANNO. Mr. DellAnno was elected to our board on March 13, 2012. Mr. DellAnno
has served as a Principal and Founder of Next Step Healthcare, LLC, which provides advisory, consulting and valuation expertise to investors in the senior housing and living sector, since 2007. Prior to co-founding Next Step Healthcare,
Mr. DellAnno served as Chief Executive Officer and President of Genoa Healthcare, LLC, a provider of post acute services including nursing, rehab, and hospice care, from 2008 to 2009. From 2007 to 2008, Mr. DellAnno served as
Senior Executive Vice President and Chief Operating Officer of Formation Capital, LLC. Mr. DellAnno joined Harborside Healthcare Corporation, a leading nursing and long-term care company, in 1989 as Director of Acquisitions and Due
Diligence and was promoted to Chief Operating Officer in 1994, President in 2000, and served as Chief Executive Officer and Chairman of the Board from 2005 to 2007. Before joining Harborside, from 1987 to 1989, Mr. DellAnno served as
Director of Budget and Reimbursement for the Mediplex Group, Inc., a skilled nursing care facilities company, and prior to that he held several other positions in the healthcare services sector. Mr. DellAnno was a member of the Board of
Directors of Alliance For Quality Nursing Home Care from 2005 to 2007 and the Massachusetts, Connecticut, and Ohio Nursing Home associations from 1990 to 2007. Mr. DellAnno became a member of the Board of Directors of Millennium Pharmacy
Systems, Inc., a long term care pharmacy services company, in 2007. Mr. DellAnno has a B.S.B.A. in accounting from Suffolk University. We believe Mr. DellAnnos qualifications to sit on our board of directors include his
extensive experience in new business development and redesigning business processes as well as his experience leading and managing public companies and forming strategic alliances. We believe Mr. DellAnnos experience in the
healthcare industry provides important insights in board discussions.

NICHOLAS P. ECONOMOU. Dr. Economou has been one of
our directors since November 13, 1997. Dr. Economou has served as the president and chief executive officer of PointSpectrum Corporation, a maker of film products for the electronic industry, since October 2010. From January 2009 through
September 2010, Dr. Economou was the president of Carl Zeiss SMT, Inc., the North American operation of Carl Zeiss SMT AG, a medical and optics technology company, and was also a director of Carl Zeiss SMT, Inc., a medical and optics technology
company. Dr. Economou is also a director of private companies Laser Light Engines, Inc., LumArray, Inc., and Xradia, Inc. He co-founded ALIS Corporation, a developer and manufacturer of analytical equipment for the semiconductor,
nanotechnology, life sciences and materials industries. ALIS Corporation was acquired by Carl Zeiss SMT in July 2006 and continues as a wholly owned subsidiary of Carl Zeiss SMT. Dr. Economou was the chief executive officer of ALIS
Corporation from July 2006 to January 2009, president of ALIS Corporation from January 2009 through September 2010 and served as executive chairman of the board from March 2005 to July 2006. Before founding ALIS, Dr. Economou was chief
executive officer of Confluent Photonics Corporation, a manufacturer of photonic subsystems. Previously, Dr. Economou was chief operating officer of AXSUN Technologies, a manufacturer of photonic subsystems. Prior to AXSUN, he was chief
operating officer of FEI Company (FEIC), a manufacturer of production and analytical equipment for the semiconductor and data storage industries. Prior to FEIC, he was chairman, president and chief executive officer of Micrion Corporation (MICN), a
focused-ion-beam systems company, which merged with FEIC in August 1999. Dr. Economou received his B.A. in physics from Dartmouth College and his M.A. and Ph.D. in physics from Harvard University. We believe Dr. Economous
qualifications to sit on our board of directors include his extensive experience in leading complex technology enterprises, as well as his executive leadership and management experience. Dr. Economous experiences in life sciences,
research, and global affairs add significant value to board discussions.

JAMES G. MARTIN. Dr. Martin has been one of our
directors since June 2, 1997. He currently serves as a director and chairman of the corporate governance committee for Family Dollar Stores, Inc., a publicly held



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corporation of a chain of more than 6,800 small box, everyday, low priced retail stores. From July of 2008 until November of 2011, he was Senior Advisor of McGuireWoods Consulting, and until
October 2011, he served as director and chairman of the executive committee of DesignLine, Inc., a privately held corporation which builds transit buses, primarily hybrid buses. From 1996 through 2010, he served as a director and member of the audit
committee of N.C. Capital Management Trust, an investment company providing fixed income securities for local governments. From 1995 through March 2008, he served as Vice President of Carolinas HealthCare System, where he was also Chairman of
the Research Development Board of Carolinas Medical Center from 1993 until 2000. From 1985 until 1993, Dr. Martin was the Governor of North Carolina. Prior to that position, he served as a United States Congressman from North Carolina from 1973
through 1984. From 1960 until 1972, Dr. Martin was an Associate Professor of Chemistry at Davidson College. Dr. Martin has a B.S. in chemistry from Davidson College and a Ph.D. in chemistry from Princeton University. We believe
Dr. Martins qualifications to serve on our board of directors include his expertise in corporate strategy development and organizational acumen. In addition, Dr. Martins experience as both a Governor and United States
Congressman provides our board with a unique perspective and contacts. Mr. Martin also brings excellent leadership skills to his role of chairman of our Compensation Committee.

A. NEIL PAPPALARDO. Mr. Pappalardo has been one of our directors since June 2, 1997. In 1969, Mr. Pappalardo founded
Medical Information Technology, Inc., a provider of software systems to hospitals in the United States, Canada and the United Kingdom with over 3,500 employees. He has served as the Chairman and Chief Executive Officer of Medical Information
Technology since its inception. Mr. Pappalardo serves on the MIT Corporation, the executive committee and is chairman of the audit committee as well as various other operational and academic committees. Mr. Pappalardo received his B.S. in
electrical engineering from MIT. We believe Mr. Pappalardos qualifications to sit on our board of directors include his extensive experience with public and financial accounting matters. Mr. Pappalardo is extremely conscientious and
diligent in keeping our board of directors abreast of current audit issues and collaborating with our independent auditors and senior management team regarding the financial position of the Company. His leadership skills and experience with his own
company, Medical Information Technology, enables him to be an effective board member and chairman of our Audit Committee.

LOUIS P. VALENTE. Mr. Valente has served as one of our directors since February 1, 1997. Mr. Valente served as our
Executive Chairman from May 2002 until March 9, 2012. On March 9, 2012, Mr. Valente entered into a Senior Strategic Advisor Agreement with the Company under which Mr. Valente provides the Company strategic advisory services in
various areas, including mergers and acquisitions, new business development and other strategic initiatives. He served as our Chief Executive Officer from May 1997 to May 2002 and as Chairman of the Board from September 1997 to March 2012. From 1968
to 1995, Mr. Valente held numerous positions at PerkinElmer, Inc. (formerly EG&G, Inc.), a provider of drug discovery, research and clinical screening products, services and technologies for the life science industry and products for
aerospace, chemical, environmental, medical, photography, security and other global arenas. In 1968, he began his career at EG&G, Inc. as an Assistant Controller and held executive positions, including Corporate Treasurer, before becoming Senior
Vice President of EG&G, Inc., presiding over and negotiating acquisitions, mergers and investments. Mr. Valente currently serves as a director and member of the audit committee of Medical Information Technology, Inc. He has served as a
director and member of the compensation committee and audit committee of MKS Instruments, Inc. Mr. Valente is a Certified Public Accountant and a graduate of Bentley University. We believe Mr. Valentes qualifications to sit on our
board of directors include his 15 years of experience at the Company, including five years as our Chief Executive Officer and 10 years as our Executive Chairman. In addition, his experience at EG&G provides our board with a perspective
of someone with experience with all facets of a global enterprise, including financial and accounting issues. His accomplishments working in the life science industry and other high technology enterprises and his experience with executive
management are of significant benefit to our board and our company.

EXECUTIVE OFFICERS

Executive officers are elected annually by our board of directors and serve at the discretion of the board. In 2012, we had three
executive officers, Joseph Caruso, Louis Valente and Paul Weiner. Louis Valente served as our Executive Chairman until March 9, 2012, when Mr. Caruso was appointed as the Chairman of our Board of Directors. Additional information
about Mr. Caruso and Mr. Valente appears above. Biographical information regarding Mr. Weiner is as follows:

PAUL S. WEINER. Mr. Weiner has served as our chief financial officer and treasurer since October 2002. From August 1995 to October 2002, he served as our treasurer, vice president of finance and
controller. From 1989 to



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1994, Mr. Weiner served as the chief financial officer for Hygienetics, Inc., an environmental consulting company, and from 1986 to 1989, he worked in public accounting for Ernst &
Young and Wolf & Company. Mr. Weiner serves as a member of the Financial Executive Institute, a financial executives membership and advisory organization. Mr. Weiner is a certified public accountant and a graduate of Bryant
College.



|               |  |     |    |  |                                        |                                                           |                        |     
|-------------- |  | --- | -- |  | -------------------------------------- | --------------------------------------------------------- | ---------------------- | ----
|Name           |  | Age |    |  | Positions and Offices with the Company |                                                           | ExecutiveOfficer Since
|               |  |     |   
|Paul S. Weiner |  |     | 49 |  |                                        | Senior Vice President; Chief Financial Officer; Treasurer |                        | 2002

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers, directors and holders of more than ten percent of our common
stock to report to the SEC their stock ownership at the time they become an executive officer, director or ten-percent stockholder and any subsequent changes in ownership. These executive officers, directors and ten-percent stockholders are also
required by SEC rules to furnish us with copies of all Section 16(a) reports they file with the SEC.

Based solely on our
review of the copies of these reports furnished to us, or written representations by the persons required to file these reports, we believe that no director, officer or ten-percent stockholders failed to file the reports required by
Section 16(a) of the Exchange Act on a timely basis during fiscal 2012 or any prior fiscal year, with the exception of: (i) one late Form 4 filed by Mr. Caruso on November 6, 2012 to report the sale of 2,024 shares of common
stock on December 13, 2011 to satisfy Mr. Carusos tax withholding liability resulting from the vesting of restricted stock, (ii) one late Form 4 filed by Mr. Weiner on November 6, 2012 to report the sale of 1,620
shares of common stock on December 13, 2011 to satisfy Mr. Weiners tax withholding liability resulting from the vesting of restricted stock, and (iii) one late Form 4 filed by Mr. Valente on January 8, 2013 to report
the sale of 1,620 shares of common stock on December 13, 2011 to satisfy the tax withholding liability resulting from the vesting of restricted stock.

CORPORATE GOVERNANCE

Board of Directors

Our board of directors currently consists of seven directors. We believe that good corporate governance is important to ensure that
Palomar is managed for the long-term benefit of our stockholders. Our board of directors is responsible for establishing our broad corporate policies and overseeing the management of the company. Our chairman of the board, president and
chief executive officer and our chief financial officer are responsible for our day-to-day operations. The board evaluates our corporate performance and approves, among other things, corporate strategies, objectives, operating plans, significant
policies and major commitments of corporate resources. The board also evaluates and elects our executive officers.

Corporate
Governance Guidelines

Our board has adopted corporate governance guidelines to assist in the exercise of its duties and
responsibilities and to serve the best interests of Palomar and our stockholders. These guidelines, which provide a framework for the conduct of our boards business, provide that:



| |  |  | our boards principal responsibility is to oversee the management of our company;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | a majority of the members of our board shall be independent directors;
| | - |  | ----------------------------------------------------------------------



| |  |  | the independent directors meet regularly in executive session;
| | - |  | --------------------------------------------------------------



| |  |  | directors are elected by a majority vote of shareholders in uncontested elections;
| | - |  | ----------------------------------------------------------------------------------



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| |  |  | directors have full and free access to management and, as necessary and appropriate, independent advisors; and
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | at least annually, our board and its committees will conduct a self-evaluation to determine whether they are functioning effectively.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------

Board Determination of Independence

Under applicable NASDAQ rules, a director will only qualify as an independent director if, in the opinion of our board of directors, that person does not have a relationship which would
interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board has
determined that none of Ms. Cohane and Messrs. DellAnno, Economou, Martin and Pappalardo has a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each
of these directors is an independent director as defined under Rule 5605(a)(2) of the NASDAQ Stock Market, Inc. Marketplace Rules. During 2012, the independent directors met four times in executive session without members of
management present.

Committees of the Board

Our board of directors has standing Audit, Compensation, and Nominating and Corporate Governance Committees. From time to time, the board may also create various ad hoc committees for special
purposes. The membership during the last fiscal year and the function of each of the Audit, Compensation, and Nominating and Corporate Governance Committees are described below. The board has determined that all of the members of each of
the Audit, Compensation, and Nominating and Corporate Governance Committees are independent as defined under the rules of the NASDAQ Stock Market, including, in the case of all members of the Audit Committee, the independence requirements
contemplated by Rule 10A-3 under the Exchange Act.

Compensation Committee

The current members of the Compensation Committee are Ms. Cohane and Messrs. DellAnno and Martin. The committees
functions include the administration of our equity incentive awards, determining supplemental compensation awards, if any, and fixing the compensation of our executive officers. The full responsibilities of the Compensation Committee are set forth
in its charter, a copy of which is posted on the Investors section of our website at www.palomarmedical.com. As is discussed more fully in Compensation Discussion and Analysis, the Compensation Committee regularly
receives reports and recommendations from management to assist it in carrying out its responsibilities. The Compensation Committee has the authority to retain compensation consultants and other outside advisors to assist in the evaluation of
executive officer compensation.

Audit Committee

The current members of the Audit Committee are Messrs. DellAnno, Economou and Pappalardo. The board has determined that Mr. Pappalardo is an audit committee financial expert as
defined by applicable SEC rules. The Audit Committees functions include appointing our independent public accountants, conferring with our independent public accountants regarding the scope and the results of our audit and reporting the
same to the board, reviewing our internal accounting procedures, and reviewing our existing and contemplated investments. The full responsibilities of the Audit Committee are set forth in its charter, a copy of which is posted in the
Investors section of our website at www.palomarmedical.com.

Nominating and Corporate Governance Committee

The current members of the Nominating and Corporate Governance Committee are Messrs. Economou, and Martin and
Ms. Cohane. The Nominating and Corporate Governance Committees functions include recommending to the board the persons to be nominated for election as directors and to each of our boards committees and the persons (if any) to
be elected by the board to fill any vacancies on the board. In addition, the Nominating and Corporate Governance Committees functions include developing and recommending to the board corporate



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governance guidelines applicable to the Company and overseeing the evaluation of the board. The full responsibilities of the Nominating and Corporate Governance Committee are set forth in its
charter, a copy of which is posted in the Investors section of our website at www.palomarmedical.com. In addition, the Corporate Governance Guidelines adopted by the board are also posted in the Investors section of
our website at www.palomarmedical.com.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, executive officers and directors, including
our principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics includes provisions covering compliance with laws and regulations, insider trading practices, conflicts of
interest, confidentiality, protection and proper use of our assets, accounting and record keeping, fair competition and fair dealing, business gifts and entertainment, payments to government personnel and the reporting of illegal or unethical
behavior. The Code of Business Conduct and Ethics is posted in the Investors section on our website, www.palomarmedical.com, and is also available without charge upon request to Investor Relations, Palomar Medical
Technologies, Inc., 15 Network Drive, Burlington, Massachusetts 01803, and telephone (781) 993-2411. Any waiver of any provision of the Code of Business Conduct and Ethics granted to an executive officer or director, or any amendment to
the Code of Business Conduct and Ethics that applies to executives or directors, may only be made by the board. In addition, we will post on our website all disclosures required by law or NASDAQ Stock Market listing standards concerning any
amendments to, or waivers from, any provision of the Code. To date, no such waivers have been requested or granted.



|Item 11. | Executive Compensation
|-------- | ----------------------

Compensation Discussion & Analysis

Compensation Processes and Philosophy

In order to maximize stockholder
value, the Compensation Committee, (the Committee), composed of Ms. Cohane and Messrs. DellAnno and Martin, strives to ensure that our executive compensation programs will enable us to attract, retain and motivate the key
people needed to execute our business strategy and lead us to achieve both our short and long-term growth and earnings goals. Individual compensation is directly dependent on our attaining or exceeding specified financial goals, such as
achieving certain operating plan levels and asset management. The Committee believes that the total compensation of our named executive officers should reflect their leadership abilities and initiative, the scope of their responsibilities, the
success of our company, and the past and expected future contribution to that success. The Committee seeks to foster a performance-oriented environment by tying a significant portion of each named executive officers compensation (both
cash and equity) to that executives performance as determined in the sole discretion of the Committee.

In 2012, our
named executive officers were Messrs. Caruso, Weiner and Valente. On March 9, 2012, Mr. Valente stepped down as chairman of the board of directors and terminated his employment with the Company. Mr. Valente continues to be a
non-employee director and an advisor to the Company.

Response to 2012 Say on Pay Advisory Vote

After less than a majority of our stockholders casting votes on our 2012 Say on Pay proposal voted in favor of that proposal,
the Committee determined that a thorough reevaluation of our executive compensation practices was necessary. Following our 2012 Annual Meeting, the Committee conducted an in-depth analysis of our executive compensation practices and sought the
advice of an independent consultant, Radford, an Aon Hewitt company, (Radford), to determine how we could better align our compensation practices with the expectations of our stockholders, as described under Role of
Independent Compensation Consultant below, and the Committee modified the 2013 Incentive Compensation Program as compared to the 2012 Incentive Compensation Program as described below under 2013 Incentive Compensation
Program.



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Role of the Committee

The Committee considers the elements and levels of executive compensation and advises the board of directors in such matters. In recent years, our executive compensation program has had three
elements: base salary, an annual cash incentive plan, and stock-based incentive awards. The base salaries of the named executive officers are established by the Committee. In general, the Committee has recommended, and the board has established, a
cash incentive plan with respect to each succeeding fiscal year. However, the Committee and the board are under no obligation to do this, and they have the authority to consider other approaches to compensation. In February of 2012 and 2013, the
Committee recommended, and the board adopted, an Incentive Compensation Program for fiscal 2012 and 2013, respectively, for each of the named executive officers. Cash incentive payments depend upon our actual annual performance meeting or exceeding
thresholds set in an operating plan developed by management and approved by the board at the beginning of the fiscal year and each executive officers contribution, as determined in the sole discretion of the Committee, toward achieving that
plan. With regard to the equity incentives, the Committee brings recommendations to the full board, which has the ultimate responsibility for granting such incentives.

At our February 2012 Committee meeting, the Committee determined that no salary increases would be given for executive officers or other employees, except with regard to promotions. In October 2012, the
Committee set the chief executive officers and chief financial officers salaries for fiscal year 2013. The Committee did not set any other employees salaries or approve of salary increases. Also in October 2012, the Committee
recommended equity grants to the chief executive officer, chief financial officer, and directors and a number of shares to be allocated among other employees by the chief executive officer, and the board approved of such grants. In February of 2012
and 2013, the Committee recommended and the board approved the bonus plans (Incentive Compensation Programs) for executive officers, senior management and key employees.

Role of Executives

Mr. Caruso, our chairman of the board of
directors, president and chief executive officer, and Mr. Weiner, our chief financial officer, are actively involved in the executive compensation process. Mr. Caruso reviews the performance of Mr. Weiner, and the Committee reviews
the performance of Mr. Caruso and reviewed the performance of Mr. Valente while he served as our Executive Chairman until March 2012. In 2012, the Compensation Committee commissioned Radford to produce a report, which Mr. Caruso and
Mr. Weiner considered in their review of compensation. Mr. Caruso and Mr. Weiner then recommend to the Committee base salary increases, an annual cash incentive plan, and stock-based incentives for such named executive officers. They
recommend to the Committee both short and long-term financial and non-financial performance goals for the Company that are used in the cash incentive plans to link pay with performance. They also provide their views to the Committee with respect to
the total executive compensations ability to attract, retain and motivate the level of executive talent necessary to achieve our goals. Mr. Weiner works with Mr. Caruso to develop the recommended base salary increases, annual cash
incentive plan, and stock-based incentives, and provides analysis on the ability of the executive compensation to attract, retain, and motivate the executive team. The findings are reported to the Committee, but the named executive officers do not
participate in the Committees executive sessions. The Committee, which has ultimate approval authority, considers the recommendations of Messrs. Caruso and Weiner when making decisions regarding the compensation of the named executive
officers.

Role of Independent Compensation Consultant

In 2010 and 2012, the Committee engaged Radford as its independent outside compensation consultant, to advise the Committee, to assess the competitiveness of our executive compensation and to provide
recommendations with respect to both the levels and structure of compensation for our named executive officers. Radford assessed the following components of our annual cash and equity compensation program:



| |  |  | base salary;
| | - |  | ------------



| |  |  | target annual incentive compensation;
| | - |  | -------------------------------------



| |  |  | target total cash compensation;
| | - |  | -------------------------------



| |  |  | actual total cash compensation;
| | - |  | -------------------------------



| |  |  | long-term incentives;
| | - |  | ---------------------



| |  |  | target total cash compensation and long term incentive value, which we refer to as target total direct compensation; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | structure of compensation.
| | - |  | --------------------------



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Radford assessed those components of executive compensation relative to a competitive peer group. In 2013,
our peer group consists of the following medical device companies headquartered in the United States that were selected by the Committee:



| |  |  | Cutera Inc.;
| | - |  | ------------



| |  |  | Cynosure, Inc.;
| | - |  | ---------------



| |  |  | DexCom;
| | - |  | -------



| |  |  | GSI Group;
| | - |  | ----------



| |  |  | PhotoMedex;
| | - |  | -----------



| |  |  | Solta Medical, Inc.;
| | - |  | --------------------



| |  |  | Spectranetics; and
| | - |  | ------------------



| |  |  | Synergetics USA.
| | - |  | ----------------

Relative to the peer group, Radfords analysis found that for both Messrs. Caruso and Weiner, both base salary and target total cash compensation were below the market 25thpercentile, while actual total cash compensation was above the
market 75thpercentile, reflecting the annual bonus paid
in 2012 for 2011 performance. Radford found such compensation methodology to be indicative of a strong pay-for-performance philosophy. Radfords analysis also found that annual equity compensation was at the market 25thpercentile for Mr. Caruso, and between the market 25thpercentile and median for Mr. Weiner. Radford recommended to
the Committee that base salary and target total cash compensation be raised to the market 50thpercentile over one to two years and that the Committee consider increasing the annual equity compensation above the market 50thpercentile to balance the below market target total cash compensation. Further, they recommended adjusting the cap on
the bonus plan such that awards are capped at 200% of target, rather than at 200% of salary.

In
addition, when the 2012 target total direct compensation for our named executive officers was compared to the target total direct compensation paid in the competitive market, our chief executive officers target total direct compensation was
found to be below the market 25thpercentile, our chief
financial officers target total direct compensation was found to be in the market 25thpercentile, while actual 2011 compensation was between the 25thpercentile and median for the CEO and above 75thpercentile for the CFO.

Components of Executive Compensation

Total compensation consists of base salary, a cash incentive bonus opportunity and equity-based incentive awards. The Committee considers
the total compensation of each executive officer when making decisions about compensation and seeks an appropriate mix between cash payments and equity incentive awards to meet short and long-term goals. The Committee and the board of directors
believe that compensation comprised of base salary, annual cash incentive bonus, and equity-based incentive awards, including both time-based vesting and performance-based vesting, provides a balanced mix of fixed compensation and variable
compensation which motivate our named executive officers to focus on both the short-term performance needs of building our company and the long-term performance that looks to maximize stockholder value. The Committee does not have any formal or
informal policy or target for allocating compensation by type of compensation. Instead, the Committee, after reviewing information provided by its compensation consultant, determines subjectively on an individual basis the appropriate level and mix
of the various compensation components designed to reward recent performance results of our company and drive long-term company performance.

Base Salary

Base salary is used to recognize the experience,
skills, knowledge and responsibilities required of all our employees, including our executives. The Committee considers many factors in determining the base salaries for our named executive officers, including the value that each individual brings
to our company through experience, education and training, the specific needs of our company, the individuals past and expected future contributions to our success, our performance and market conditions. The base salaries paid to the
named executive officers are determined in the sole discretion of the Committee. For 2012, at the request of Messrs. Caruso and Weiner, base salaries for executive officers were frozen at the levels set in 2011. For 2013, based on the review by
Radford, the Committee increased Mr. Carusos salary from $390,000 to $465,000 and Mr. Weiners salary from $250,000 to $290,000. The base salaries of our named executive officers are subject to adjustment upon annual review by
the Committee.



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##### Table of Contents

The base salaries for the named executive officers in fiscal 2012 appear in the Summary
Compensation Table that follows this Compensation Discussion and Analysis.

2012 Incentive Compensation Program

Annual cash incentive bonuses are intended to compensate our executives for the achievement of company strategic,
operational and financial goals and individual contributions. The principal target in the 2012 Incentive Compensation Program for each of the named executive officers was results from operations, specifically a loss of $4,585,139. We did not achieve
the principal target in 2012 and, as a result, no bonuses were paid to named executive officers for services rendered to the Company in 2012. The principal target in the 2013 Incentive Compensation Program is $5 million in Earnings before Interest,
Taxes, Depreciation, Amortization, and SFAS123R Non-Cash Equity Compensation Expense (Target Adjusted EBITDA).

Each year, we target financial results that we believe to be reasonably difficult to achieve. Attainment of a base level results
from operations target was set at our budgeted results from operations for 2012. For 2013, the base level is $5 million in Target Adjusted EBITDA. Our named executive officers are further rewarded for exceeding the base level. In 2010, we
exceeded the base level by $10,438,668, in 2011, we exceeded the base level by $8,969,963, and in 2012, we fell below the base level by $1,406,266.

Radfords analysis of target cash incentive compensation and actual cash incentive compensation found the target bonus percentage of 36% of each named executive officers salary in the 2010
Incentive Compensation Program to be below market while the maximum bonus percentage of 200% of salary to be above market. Radfords analysis found that target total cash compensation was below the market 25thpercentile while actual total cash compensation was above the market
75thpercentile for both named executive officers. The
actual bonus payments for the named executive officers under the 2011 Incentive Compensation Program appear in the Summary Compensation Table that follows this Compensation Discussion and Analysis.

Based on Radfords analysis and the Committees commitment to continue a strong pay-for-performance
philosophy, the Committee modified the 2012 Incentive Compensation Program as compared to the 2011 Incentive Compensation Program to provide for an increase in additional cash bonus payable for exceeding the target level results from operations.
Under the 2012 Incentive Compensation Program, if the Company met a certain target level results from operations, (i) our chairman and chief executive officer was eligible to receive a cash bonus of up to 60% of his annual base salary and an
additional cash bonus of up to 8% of the amount that exceeds the target level results from operations up to a maximum of 200% of his annual base salary; and (ii) our chief financial officer was eligible to receive a cash bonus of up to 50% of
his annual base salary and an additional cash bonus of up to 4.5% of the amount that exceeds the target level results from operations up to a maximum of 200% of his annual base salary. The decision to increase the target total cash compensation of
Messrs. Caruso and Weiner was based on the determination by the Committee that their target total cash compensation should trend toward the market 50thpercentile. With regards to the operations target set by the board and tied to the Companys performance in 2012,
the Committee set the base level target with an expected probability of achievement of 75% based on historical performance and established budgets. As compared to 2011, there was increased risk in 2012 that the base level target may not be
reached due to a substantial increase in the base level target. There was also risk associated with our entry in 2011 into the consumer market. While the incentive compensation plans operate on a formula basis, the Committee has discretion to vary
the cash payments under the plans. Factors that the Committee may consider in exercising its discretion include return on assets, growth in income and return on revenue as well as a subjective assessment, in the Committees discretion, of the
contributions of each named executive officer that are not captured by operating measures, but are considered important to the creation of long-term value for stockholders. The relative weighting of the operating measures and subjective evaluation
may vary depending on the named executive officers role and responsibilities within our company.



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2013 Incentive Compensation Program

Based on Radfords analysis and the Committees commitment to continue a strong pay-for-performance philosophy, the Committee
modified the 2013 Incentive Compensation Program (the 2013 Program) as compared to the 2012 Incentive Compensation Program. Under the 2013 Program, if the Company achieves $5 million in Target Adjusted EBITDA, Mr. Caruso would be
eligible to receive a cash bonus of up to 78% of his annual base salary (CEO Target Bonus). In addition, Mr. Caruso would be eligible to receive an additional cash bonus of up to 7% of the amount by which the Company exceeds the
Target Adjusted EBITDA. Under the 2013 Program, if the Company meets the Target Adjusted EBITDA, Mr. Weiner would be eligible to receive a cash bonus of up to 50% of his annual base salary (CFO Target Bonus). In addition,
Mr. Weiner would be eligible to receive an additional cash bonus of up to 2.8% of the amount by which the Company exceeds the Target Adjusted EBITDA. Under the 2013 Program, the total cash bonus for Mr. Caruso shall be no more than 200% of
the CEO Target Bonus and the total cash bonus for Mr. Weiner may not be more than 200% of the CFO Target Bonus. The actual amount of eligible cash bonus is subject to a determination by the Committee as to the officers individual
performance and contribution toward achieving the Target Adjusted EBITDA. As compared to 2012, there is increased risk in 2013 that the base level target may not be reached due to a substantial increase in the base level target. While the incentive
compensation plans operate on a formula basis, the Committee has discretion to vary the cash payments under the plans. Factors that the Committee may consider in exercising its discretion include return on assets, growth in income and return on
revenue as well as a subjective assessment, in the Committees discretion, of the contributions of each named executive officer that are not captured by operating measures, but are considered important to the creation of long-term value for
stockholders. The relative weighting of the operating measures and subjective evaluation may vary depending on the named executive officers role and responsibilities within our company.

Equity Incentive Awards

Our named executive officers are eligible to receive equity incentive awards under our equity incentive plans. We granted equity incentive awards to our named executive officers in the fiscal year ended
December 31, 2012, as discussed below.

The Committee believes that equity incentive awards provide an additional
incentive to named executive officers to work towards maximizing stockholder value. The Committee views equity incentive awards as an important component of our long-term, performance-based compensation philosophy. The grant of equity incentive
awards to named executive officers encourages equity ownership in the Company, and closely aligns the named executive officers interests to the interests of our stockholders. These awards are provided through initial grants at or near the
date of hire and through subsequent periodic grants. We grant stock options to our named executive officers and other employees with exercise prices not less than the fair market value of the stock on the date of the grant. We have granted
stock appreciation rights to our named executive officers and other employees with exercise prices less than the fair market value of the stock on the date of the grant in 2007 and 2008 for our named executive officers and 2007, 2008, 2009 and 2010
for other employees. Exercise prices for these stock appreciation rights granted to the named executive officers were 50% of the fair market value of the stock on the date of grant. We have granted restricted stock to our named executive officers
and other employees, including in December 2012. When evaluating such grants, the Committee considered: prior equity grants, expense to the Company in 2012 and future years for prior and current equity grants, the number of shares available under
stockholder approved stock incentive plans, Company performance and individual performance. Based on these considerations and the review by Radford, in 2012, Messrs. Caruso and Weiner received performance-based restricted stock awards and time-based
restricted stock awards at fair market value of our common stock on the date of grant. All of Mr. Valentes unvested equity awards, including the 40,000 shares of restricted stock granted to him in 2011, were forfeited on March 9,
2012 when Mr. Valente terminated his employment with the Company.

With respect to the performance-based restricted stock
awards, Mr. Caruso received 50,000 shares and Mr. Weiner received 30,000 shares. If the Companys consolidated revenue exceeds $100 million (the Target) for any trailing four quarter period between January 1, 2013 and
December 31, 2016, the performance-based restricted stock awards will vest on the date which is the earlier of (i) the quarterly financial earnings release for the quarter that the Target has been achieved or (ii) a determination by
the audit committee of the board that the Target has been achieved. With respect to time-based restricted stock awards, Mr. Caruso received 50,000 shares and Mr. Weiner received 30,000 shares, with each award vesting over four years in
equal annual installments.

Equity incentive awards vest and become exercisable at such time as determined by the board or the
Committee. Equity incentive awards are designed to motivate our named executive officers to make decisions and



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implement strategies and programs that contribute to an increase in our stock price over time. Periodic additional equity incentive awards within the comparable range for the job are granted
to reflect the executives ongoing contributions to the Company, create an incentive to remain at the Company and provide a long-term incentive to achieve or exceed the Companys financial goals. In determining the size of equity
incentive awards to our named executive officers, the Committee considers our performance, the applicable named executive officers performance, the amount of equity previously awarded to such officer, the vesting of such awards and the
recommendations of management. Radfords analysis found that 2012 annual equity compensation was at the market
25thpercentile.

Other Compensation and Perquisites

In addition to base salary, cash incentive awards, and equity incentive awards, our executive officers also participate in certain employee benefit programs. These benefit programs, including a 401(k)
plan, flexible spending accounts, medical, dental and vision care plans, and our life and accidental death and dismemberment insurance policies and long-term and short-term disability plans, are designed to be competitive with market practices and
are provided in order to attract and retain the executive talent we need.

The amounts shown for Messrs. Caruso and Weiner in
the Summary Compensation Table under the heading Other Compensation represent the value of the Companys matching contributions to the named executive officers 401(k) accounts and auto allowances. Mr. Carusos and
Mr. Weiners auto allowances for 2012 were $12,900 and $8,400, respectively. These amounts constitute perquisites in that automobiles are also utilized for personal use. In 2012, our named executive officers did not receive any
other perquisites or other personal benefits or property from us.

Timing of Long-Term Incentive Awards

We do not currently have any program, plan or practice in place to time option grants to our named executive officers or our other
employees in coordination with the release of material non-public information.

Equity Ownership by Named Executive Officers

We do not currently have a formal stock ownership requirement for our named executive officers. However, stock
ownership by named executive officers is encouraged on a voluntary basis. Each of our named executive officers owns shares of common stock and holds both vested and unvested stock options as shown in our Outstanding Equity Awards at 2012 Fiscal
Year-End table. The Committee reviews the vested and unvested stock options held by the named executive officers and evaluates whether there is sufficient ownership or potential ownership to appropriately align the named executive
officers interests with those of our stockholders. There is no required holding period pursuant to which named executive officers must hold shares of common stock acquired upon exercise of stock options or vesting of restricted stock for
a certain period of time.

Tax and Accounting Considerations

The Committee is mindful of the potential impact upon us of Section 162(m) of the Internal Revenue Code, which prohibits publicly-held companies from deducting compensation in excess of $1 million
per year paid to our chief executive officer and our three other officers (other than the chief financial officer) whose compensation is required to be reported to our stockholders pursuant to the Exchange Act. However, this limitation
generally does not apply to certain performance-based compensation paid under a plan that is approved by the stockholders of a company that also meets certain other technical requirements. During our 2007 annual meeting of stockholders, our
stockholders approved the 2007 Stock Incentive Plan that permits the grant of performance-based compensation that is exempt from Section 162(m). The Committee intends generally to structure such arrangements, where feasible, so as to minimize
or eliminate the limitations of Section 162(m); however, the Committee reserves the right to pay compensation in excess of the limitations of Section 162(m) if the Committee determines that doing so is in the best interests of us and our
stockholders.

Additionally, our compensation arrangements have been reviewed to ensure that either they are not considered
deferred compensation as defined in Section 409A of the Internal Revenue Code, or they comply with the deferred compensation rules set forth in Section 409A.



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On January 1, 2006, we adopted ASC 718 using the modified prospective method of
adoption. ASC 718 requires share-based payments to employees, including grants of employee stock options, stock-settled stock appreciation rights and restricted stock, to be recognized in the income statement based on their fair values at the
date of grant.

Risks Arising from Compensation Policies and Practices

Our Committee has discussed the concept of risk as it relates to our compensation policies and practices, and the Committee does not
believe that risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on the Company. Our Committee believes that any such risks are mitigated for the following
reasons:



| |  |  | The Company has structured its pay to consist of both fixed (salary) and variable (cash bonus and equity) compensation. The fixed portion of
compensation is designed to provide a baseline of income regardless of the Companys performance so that executives do not feel pressured to focus exclusively on stock price performance to the detriment of other important business metrics. The
variable portions of compensation are designed to reward both short- and long-term Company performance. For short-term performance, the cash bonus is awarded based on yearly Company performance. For long-term performance, time-based vesting equity
awards generally vest over three to four years, value increases only if the Company stock price increases over time, and the employee is retained. Also for long-term performance, performance-based vesting equity awards vest upon the completion of
targets set by the Committee and board of directors to reward Company performance. These variable elements of compensation are a sufficient percentage of overall compensation to motivate executives to produce superior short- and long-term corporate
results, while the fixed element is also sufficiently high that the executives are not encouraged to take unnecessary or excessive risks in doing so.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If the Company does not meet the target results of operations, no bonuses are paid, with the occasional exception of bonuses which may be paid to
certain non-executive employees for extraordinary performance. In 2008, no bonuses were paid to any employee at the beginning of 2009. In 2012, no bonuses were paid in the beginning of 2013, with the exception of bonuses paid to certain
non-executive employees for extraordinary performance. The Committee and board of directors believe that having the target bonus level apply to our executives and employees alike encourages consistent behavior across the organization and allowing
exceptions for bonuses to non-executive employees for extraordinary performance motivates employees to produce superior results without encouraging unnecessary or excessive risks in doing so.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company caps incentive bonuses at two times salary (200%) for executive officers, senior management and key employees, to mitigate against
excessive risk taking. Even if the Company dramatically exceeds its target bonus level, bonus payouts are limited. Further, we have a minimum performance level below which no bonuses will be paid.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company has strict internal controls (e.g., over the recognition of revenue, etc.) which are designed to keep it from being susceptible to
manipulation by any employee, including our executives.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Summary Compensation Table



|                                                                              |  |            |      |  |           |         |         |                   |  |         |                                            |     |  |                             |   |  |          |        |         |     |  |           |           | 
|----------------------------------------------------------------------------- |  | ---------- | ---- |  | --------- | ------- | ------- | ----------------- |  | ------- | ------------------------------------------ | --- |  | --------------------------- | - |  | -------- | ------ | ------- | --- |  | --------- | --------- | 
|Name and Principal Position                                                   |  | FiscalYear |      |  | Salary($) |         |         | StockAwards($)(1) |  |         | Non-EquityIncentive PlanCompensation($)(2) |     |  | All OtherCompensation($)(3) |   |  | Total($) |       
|                                                                              |  |            |      |  |           |        
|Joseph P. Caruso,
President and Chief Executive Officer                       |  |            | 2012 |  |           |         | 390,000 |                   |  |         | 893,000                                    |     |  |                             |  |  |          |        | 21,400  |     |  |           | 1,304,400 | 
|                                                                              |  | 2011       |      |  |           | 390,000 |         |                   |  | 397,000 |                                            |     |  | 780,000                     |   |  |          | 21,150 |         |     |  | 1,588,150 |          
|                                                                              |  | 2010       |      |  |           | 343,076 |         |                   |  | 319,000 |                                            |     |  | 622,450                     |   |  |          | 21,150 |         |     |  | 1,305,676 |          
|                                                                              |  |            |      |  |           |        
|Paul S. Weiner,
Senior Vice President, Chief Financial Officer, and Treasurer |  |            | 2012 |  |           |         | 250,000 |                   |  |         | 535,800                                    |     |  |                             |  |  |          |        | 16,900  |     |  |           | 802,700   | 
|                                                                              |  | 2011       |      |  |           | 250,000 |         |                   |  | 317,600 |                                            |     |  | 442,630                     |   |  |          | 16,650 |         |     |  | 1,026,880 |          
|                                                                              |  | 2010       |      |  |           | 236,216 |         |                   |  | 255,200 |                                            |     |  | 428,571                     |   |  |          | 16,648 |         |     |  | 936,635   |          
|                                                                              |  |            |      |  |           |        
|Louis P. Valente,
Executive Chairman of the Board(4)                          |  |            | 2012 |  |           |         | 51,027  | (5)               |  |         | 150,880                                    | (6) |  |                             |  |  |          |        | 124,619 | (7) |  |           | 326,526   | 
|                                                                              |  | 2011       |      |  |           | 200,000 |         |                   |  | 317,600 |                                            |     |  | 354,104                     |   |  |          | 13,200 |         |     |  | 884,904   |          
|                                                                              |  | 2010       |      |  |           | 247,464 |         |                   |  | 255,200 |                                            |     |  | 448,979                     |   |  |          | 13,200 |         |     |  | 964,843   |          



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|(1) | The amounts in this column reflect the aggregate grant date fair value of restricted stock awards granted to our named executive officers in 2010, 2011 and 2012, as
computed in accordance with ASC 718. A discussion of the assumptions used in calculating the amounts in this column may be found in Note 1 to our audited financial statements for the year ended December 31, 2012 included in our Annual Report on
Form 10-K filed with the SEC on March 14, 2013. In 2012, Mr. Caruso and Mr. Weiner were granted performance-based restricted stock awards which had a grant date fair value of $446,500 and $267,900, respectively, which assumes that the
highest level of performance conditions will be achieved.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The amounts in this column reflect payments made under our Incentive Compensation Program. No payments were made under the 2012 Incentive Compensation Program to our
named executive officers. For 2011, the amounts shown were paid in 2012 to each of the named executive officers for the achievement in 2011 of certain results from operations of the Company and individual objectives under the 2011 Incentive
Compensation Program. For 2010, the amounts shown were paid in 2011 to each of the named executive officers for the achievement in 2010 of certain results from operations of the Company and individual objectives under the 2010 Incentive
Compensation Program.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Consists of the value of 401(k) matching contributions and auto allowances. The named executive officers do not receive any other perquisites, personal benefits or
property.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Mr. Valente resigned as Executive Chairman and an employee of the Company on March 9, 2012 but continues to advise the Company on strategic matters pursuant
to a Senior Strategic Advisor Agreement. In 2012, Mr. Valentes Salary and $3,046 of his All Other Compensation were received while he was an employee of the Company through March 9, 2012 and the remaining $121,573 of All Other
Compensation and his Stock Awards were received subsequent to his resignation as an employee and while he was a compensated member of the Board.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Represents salary paid to Mr. Valente while he served as the Companys executive chairman of the Board.
|--- | -------------------------------------------------------------------------------------------------------

|(6) | Represents stock awards granted to Mr. Valente following his resignation as the Companys executive chairman of the Board.
|--- | --------------------------------------------------------------------------------------------------------------------------

|(7) | Represents board fees earned by or paid in cash to Mr. Valente following his resignation as the Companys executive chairman of the Board of $40,659, $80,914
earned by or paid to Mr. Valente following his resignation as the Companys executive chairman of the Board pursuant to the Companys strategic advisor agreement with him, and $3,046 for the value of Mr. Valentes auto
allowances while he served as the Companys executive chairman of the Board.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Employment Agreements

In July 2001, we entered into substantially similar employment agreements with each of our named executive officers, under which these
officers serve in their current positions. In May 2010, we entered into substantially similar amendments to those employment agreements with each of our named executive officers in order to ensure compliance with Internal Revenue Code
Section 409A. Prior to amendment, each of these employment agreements automatically renewed for successive periods of two years unless we or the officer gave the other party three months prior written notice of non-renewal and the officers were
entitled to severance as a result of non-renewal of the agreement, other than for cause. Under the May 2010 amendments, each of these employment agreements expire on



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termination of the named executive officers employment and the officers are only entitled to severance upon certain terminations of employment. In May 2012, we entered into substantially
similar amendments to those employment agreements with each of our named executive officers in order to correct drafting errors in the original employment agreements and the May 2010 amendments and to clarify the Companys intent with respect
to the interpretation of last paid bonus in the second paragraph of Section 10(c) of the employment agreements. Specifically, the Committee confirmed its intention that the words last paid bonus mean the last regular
annual bonus paid to the named executive officer preceding the executives date of termination for termination (i) by the Company without cause (as defined below) or by the executive for good reason (as defined
below) under Section 10(b) of the employment agreement, (ii) termination within one year after a change in control (as defined below) under Section 10(c) or (iii) termination by reason of disability under
Section 10(d).

Cause means (a) termination by action of a majority of the members of our board, acting
on the written opinion of counsel, because of the officers willful and continued refusal, without proper cause, to perform substantially his duties under the employment agreement; or (b) the conviction of the officer for a felony or an
act of fraud or embezzlement against the Company or any of its divisions, subsidiaries of affiliates (which through lapse of time or otherwise is not subject to appeal).

Good reason means (a) any action by the Company which results in a diminution in the officers position or authority under the terms of the employment agreement; (b) any failure
by the Company to timely pay the amounts or provide the benefits described in the employment agreement, other than an isolated failure not occurring in bad faith and which is remedied promptly after receipt of written notice thereof given by the
officer; (c) a material breach by the Company of any of the provisions of the employment agreement, which failure or breach shall have continued for thirty 30 days after written notice from the officer to the Company specifying the nature of
such failure or breach; or (d) any action by the Company that would require the officer to work more than 50 miles from the Companys principal office in Burlington, Massachusetts, other than necessary travel, without the officers
consent.

Change in control means (a) the sale of all or substantially all of the assets of the Company;
(b) an event after which any person, together with its affiliates and associates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or any successor rule thereto) becomes the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act), including by merger or otherwise, of more than fifty percent (50%) of the total voting power of all classes of voting stock of the Company; or (c) an event after which any person, together with its affiliates
and associates has succeeded as the result of or in response to actual or threatened election contests, whether by settlement or otherwise, in having elected to our board, whether at one time or on a cumulative basis, a sufficient number of nominees
to constitute (x) more than 30% of the members of our board, rounded down to the nearest whole number, if the number of directors on our board is eight or less, or (y) more than 40% of the members of our board, rounded down to the nearest
whole number, if the number of directors on our board is nine or more.

The Committee interpreted the words last paid
bonus in the second paragraph of Section 10(c) of the employment agreements to mean the last regular annual bonuses paid to such individuals. The last regular annual bonuses paid to such individuals were paid in March 2012 for services
rendered to the Company during the calendar year 2011.

Termination by Reason of Death or Disability

In the event of the termination of a named executive officers employment with us due to his death, the named executive
officers beneficiaries will receive a lump sum amount equal to the base salary that such officer would have earned for a period of one year following his death, any base salary or other compensation earned but not paid to him at the time of
termination, plus a pro rata portion of the bonus payable with respect to the year in which termination occurred, a pro rata portion of any bonus or other incentive compensation he would have earned had he been employed for the full fiscal year in
which he died (payable at the time that the annual bonuses to our other executive officers are paid), and any death benefits to which he is entitled under our policies in effect on his date of death. In the event of termination of a named executive
officers employment by us due to the named executive officers disability, such officer will receive a lump sum amount equal to one times the sum of (A) his then current base salary plus (B) the greater of any bonus compensation
to which he would have been entitled if his employment continued under the terms of the employment agreement or his last paid bonus, minus the maximum amount of his salary that is insured under our Long Term Disability Plan in effect at the time.



14



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Termination for Cause, without Cause, for Good Reason, or due to a Change in Control

If a named executive officers employment is terminated by us for cause, such officer will receive a lump sum amount
equal to any base salary or other compensation earned but not paid to him at the time of termination, plus a pro rata portion of the bonus payable with respect to the year in which termination occurred.

Each named executive officers employment agreement also provides that, in the event of (a) the termination by us of the
employment agreement without cause or (b) the termination by such officer of his employment for good reason in the absence of a change in control, we will pay him a lump sum amount equal to (i) the
amount due to him if he was terminated for cause, plus (ii) two times the sum of (A) his then current base salary plus (B) the greater of any bonus compensation to which he would have been entitled if his employment
continued under the terms of the employment agreement or his last paid bonus. Additionally, the named executive officers then current benefits and perquisites will continue for two years following his termination.

In the event of the termination of the employment agreement by the named executive officer or us within one year after a change in
control, we will pay such officer a lump sum amount equal to (i) the amount due to him if he was terminated for cause plus (ii) three times the sum of (A) his then current base salary plus (B) the greater of any
bonus compensation to which he would have been entitled if his employment continued under the terms of the employment agreement or his last paid bonus. In addition, the named executive officers then current benefits and perquisites will
continue for two years following termination.

Vesting of Options

All of a named executive officers options to purchase shares of our common stock will vest fully upon the earlier to occur of the
termination of the officers employment (a) due to death or disability, (b) by the officer for good reason, (c) within one year after a change in control or (d) by us without cause.

Tax Gross-Up

In the event
it is determined that any payment or distribution by us to the named executive officer, whether paid or distributed pursuant to the named executive officers employment agreement or otherwise, would be subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code or comparable state or local tax, the named executive officer is entitled to a tax gross-up equal to the sum of the excise tax with respect to the payment or distribution plus all taxes
imposed on (or economically borne by) the named executive officer (including the excise tax, state and federal income taxes and all applicable withholding taxes) attributable to the receipt of the tax gross-up, assuming the application of the
maximum tax rates provided by law. We are required to pay the tax gross-up to the named executive officer promptly after we determine that we are required to withhold any excise tax or report that any excise tax is due or we otherwise determine that
any tax gross-up is required. In any event, any tax gross-up must be paid by the end of the named executive officers taxable year next following the taxable year in which the excise tax is paid.

Other Provisions

Each
named executive officers employment agreement also contains provisions that (a) require such officer to disclose and assign all intellectual property to us that is made, conceived, developed and/or acquired by him during the period of his
employment or within one year thereafter, (b) require such officer not to disclose any of our confidential information and to return any copies of any of our confidential information upon the termination of his employment, (c) disallow,
during the term of his employment and for 12 months thereafter, his direct or indirect engagement in the business of manufacturing, distributing or selling lasers for use in medical or cosmetic procedures in the United States or Canada, and
(d) disallow, during the term of his employment and for 12 months thereafter, his direct or indirect solicitation of any of our employees or any other person who may have been employed by us during the term of his employment with the company.
These provisions survive the termination of the employment agreement.



15



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Amendments to Existing Employment Agreements

Pursuant to the Agreement and Plan of Merger, dated March 17, 2013, (the Merger Agreement) with Cynosure, Inc., a
Delaware corporation (the Buyer), and Commander Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Buyer (the Merger Subsidiary), the Company will merge with and into the Merger Subsidiary, with
the Merger Subsidiary surviving as a wholly-owned subsidiary of the Buyer (the Merger) at the effective time of the Merger (the Effective Time), on the terms and subject to the conditions set forth in the Merger Agreement.

In connection with the execution of the Merger Agreement and at the request of the Buyer, the Company entered into with
Mr. Caruso, the Companys President, Chief Executive Officer and Chairman of the Board of Directors, an amendment to the Companys employment agreement with Mr. Caruso. The amendment, which will become effective at the Effective
Time, provides for (among other things) payment by the Company of 110% of Mr. Carusos Retention Bonus, with (i) the Retention Bonus being equal to the sum of (a) three times Mr. Carusos annual
compensation (which consists of his salary as of the Effective Time and his last paid bonus, defined as the bonus paid in March 2012 with respect to services rendered in 2011), plus (b) a pro rata portion of his bonus payable with respect to
2013, (ii) an amount equal to 75% of the Retention Bonus being payable within ten days after the Effective Time, (iii) an amount equal to 35% of the Retention Bonus being payable one day prior to the first anniversary of the Effective
Time, and (iv) the Company being obligated to pay a gross-up payment to Mr. Caruso if he becomes subject to certain taxes under Section 409A of the Internal Revenue Code.

Also in connection with the execution of the Merger Agreement and at the request of the Buyer, the Company entered into with
Mr. Weiner, the Companys Chief Financial Officer and Treasurer, a letter agreement that (among other things) will become effective at the Effective Time and amends Mr. Weiners existing employment agreement with the Company to
(i) provide that Mr. Weiners employment will terminate as of the Effective Time, (ii) provide that amounts payable to Mr. Weiner upon a change in control of the Company will be paid within 10 days after the Effective Time,
(iii) provide that the Company will pay to Mr. Weiner in a lump sum the cost to Mr. Weiner of obtaining for the two-year period following the Effective Time benefits that are substantially similar to the benefits and perquisites that
Mr. Weiner otherwise would have been entitled to receive under his employment agreement following a termination of employment in connection with a change in control of the Company, (iv) obligate the Company to pay a gross-up payment to
Mr. Weiner if he becomes subject to certain taxes under Section 409A of the Internal Revenue Code, and (v) narrow the scope of the restrictive covenants applicable to Mr. Weiner.

2012 Grants of Plan-Based Awards



|                    |  |           |         |  |                                                                  |  |         |                                                         |  |  |                                                         |  |  |                                          |         |  |  |  |        |     |  |  |        |     |  |  |         | 
|------------------- |  | --------- | ------- |  | ---------------------------------------------------------------- |  | ------- | ------------------------------------------------------- |  |  | ------------------------------------------------------- |  |  | ---------------------------------------- | ------- |  |  |  | ------ | --- |  |  | ------ | --- |  |  | ------- | 
|                    |  |           |         |  | Estimated FuturePayouts Under
Non-EquityIncentive Plan Awards(1) |  |         | EstimatedFuturePayoutsUnderEquityIncentivePlanAwards(1) |  |  | All OtherStockAwards:Numberof Sharesof Stockor
Units(#) |  |  | Grant DateFair Valueof StockAwards($)(5) |        
|Name                |  | GrantDate |         |  | Threshold($)                                                     |  |         | Target($)                                               |  |  | Maximum($)                                              |  |  | Target($)                                |         |  | 
|Joseph P. Caruso    |  |           |         |  |                                                                  |  | 234,000 |                                                         |  |  | 234,000                                                 |  |  |                                          | 780,000 |  |  |  |        |     |  |  |        |     |  |  |         | 
|                    |  |           | 12/3/12 |  |                                                                  |  |         |                                                         |  |  |                                                         |  |  |                                          |         |  |  |  | 50,000 | (2) |  |  |        |     |  |  | 446,500 | 
|                    |  |           | 12/3/12 |  |                                                                  |  |         |                                                         |  |  |                                                         |  |  |                                          |         |  |  |  |        |     |  |  | 50,000 | (3) |  |  | 446,500 | 
|                    |  |           |         |  |                                                                  |  |        
|Paul S. Weiner      |  |           |         |  |                                                                  |  | 125,000 |                                                         |  |  | 125,000                                                 |  |  |                                          | 500,000 |  |  |  |        |     |  |  |        |     |  |  |         | 
|                    |  |           | 12/3/12 |  |                                                                  |  |         |                                                         |  |  |                                                         |  |  |                                          |         |  |  |  | 30,000 | (2) |  |  |        |     |  |  | 267,900 | 
|                    |  |           | 12/3/12 |  |                                                                  |  |         |                                                         |  |  |                                                         |  |  |                                          |         |  |  |  |        |     |  |  | 30,000 | (3) |  |  | 267,900 | 
|                    |  |           |         |  |                                                                  |  |        
|Louis P. Valente(6) |  |           |         |  |                                                                  |  | 100,000 |                                                         |  |  | 100,000                                                 |  |  |                                          | 400,000 |  |  |  |        |     |  |  |        |     |  |  |         | 
|                    |  |           | 3/13/12 |  |                                                                  |  |         |                                                         |  |  |                                                         |  |  |                                          |         |  |  |  |        |     |  |  | 8,000  | (4) |  |  | 79,440  | 
|                    |  |           | 12/3/12 |  |                                                                  |  |         |                                                         |  |  |                                                         |  |  |                                          |         |  |  |  |        |     |  |  | 8,000  | (3) |  |  | 71,440  | 



|(1) | The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum amounts payable under the 2012 Incentive Compensation Program,
respectively. The actual amounts paid are reflected in the Summary Compensation Table above.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



16



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##### Table of Contents

|(2) | Performance-based restricted stock awards. If the Companys consolidated revenue exceeds $100 million (the Target) for any trailing four quarter period
between January 1, 2013 and December 31, 2016, the performance-based restricted stock awards will vest on the date which is the earlier of (i) the quarterly financial earnings release for the quarter that the Target has been achieved
or (ii) a determination by the audit committee of the board that the Target has been achieved. Fair value amounts disclosed show the grant date value assuming that the highest level of performance conditions will be achieved.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Restricted stock awards vest in four equal annual installments beginning on December 3, 2013.
|--- | ---------------------------------------------------------------------------------------------

|(4) | Restricted stock awards vest in four equal annual installments beginning on March 3, 2013.
|--- | ------------------------------------------------------------------------------------------

|(5) | The amounts in this column reflect the grant date fair value of stock awards granted to our named executive officers in 2012, computed in accordance with ASC 718. This
grant date fair value assumes that the highest level of performance conditions will be achieved.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | On March 9, 2012, Mr. Valente voluntarily ended his employment with the Company. As a result, all of Mr. Valentes unvested equity awards as of
March 9, 2012, were forfeited on March 9, 2012. The awards included in this table are awards received subsequent to March 9, 2012.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2012 Outstanding Equity Awards at Fiscal Year-End



|                     |  |                                                               |         |     |                                                                 |  |   |                           |  |  |                      |  |  |                                                        |          |  |                                                                |  |        |                                                                                            |  |  |                                                                                                           |  |  |  |        |     |  |  |         | 
|-------------------- |  | ------------------------------------------------------------- | ------- | --- | --------------------------------------------------------------- |  | - | ------------------------- |  |  | -------------------- |  |  | ------------------------------------------------------ | -------- |  | -------------------------------------------------------------- |  | ------ | ------------------------------------------------------------------------------------------ |  |  | --------------------------------------------------------------------------------------------------------- |  |  |  | ------ | --- |  |  | ------- | 
|                     |  | Option Awards                                                 |         |     | Stock Awards                                                    | 
|Name                 |  | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Exercisable |         |     | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable |  |   | OptionExercisePrice($/Sh) |  |  | OptionExpirationDate |  |  | Number ofShares orUnits ofStock thatHave 
NotVested(#) |          |  | MarketValue ofShares orUnits ofStock ThatHave 
NotVested($)(7) |  |        | EquityIncentivePlanAwards:NumberofUnearnedShares,Units 
orOtherRightsThatHave NotVested(#) |  |  | EquityIncentivePlanAwards:Marketor PayoutValue 
ofUnearnedShares,Units orOtherRightsThatHave NotVested($) | 
|Joseph P. Caruso     |  |                                                               | 6,667   | (1) |                                                                 |  |  |                           |  |  | 5.05                 |  |  |                                                        | 7/21/13  |  |                                                                |  |       |                                                                                            |  |  |                                                                                                          |  |  |  |       |     |  |  |        | 
|                     |  |                                                               | 200,000 | (1) |                                                                 |  |  |                           |  |  | 16.53                |  |  |                                                        | 5/11/14  |  |                                                                |  |       |                                                                                            |  |  |                                                                                                          |  |  |  |       |     |  |  |        | 
|                     |  |                                                               | 127,500 | (1) |                                                                 |  |  |                           |  |  | 13.31                |  |  |                                                        | 2/27/18  |  |                                                                |  |       |                                                                                            |  |  |                                                                                                          |  |  |  |       |     |  |  |        | 
|                     |  |                                                               | 22,500  | (1) |                                                                 |  |  |                           |  |  | 13.31                |  |  |                                                        | 2/27/18  |  |                                                                |  |       |                                                                                            |  |  |                                                                                                          |  |  |  |       |     |  |  |        | 
|                     |  |                                                               | 39,028  | (1) |                                                                 |  |  |                           |  |  | 9.15                 |  |  |                                                        | 11/29/19 |  |                                                                |  |       |                                                                                            |  |  |                                                                                                          |  |  |  |       |     |  |  |        | 
|                     |  |                                                               |        |     |                                                                 |  |  |                           |  |  |                     |  |  |                                                        |         |  |                                                                |  | 12,500 | (2)                                                                                        |  |  | 115,125                                                                                                   |  |  |  |       |     |  |  |        | 
|                     |  |                                                               |        |     |                                                                 |  |  |                           |  |  |                     |  |  |                                                        |         |  |                                                                |  | 37,500 | (3)                                                                                        |  |  | 345,375                                                                                                   |  |  |  |       |     |  |  |        | 
|                     |  |                                                               |        |     |                                                                 |  |  |                           |  |  |                     |  |  |                                                        |         |  |                                                                |  | 50,000 | (4)                                                                                        |  |  | 460,500                                                                                                   |  |  |  |       |     |  |  |        | 
|                     |  |                                                               |        |     |                                                                 |  |  |                           |  |  |                     |  |  |                                                        |         |  |                                                                |  |       |                                                                                            |  |  |                                                                                                          |  |  |  | 50,000 | (5) |  |  | 460,500 | 
|Paul S. Weiner       |  |                                                               | 85,492  | (1) |                                                                 |  |  |                           |  |  | 16.53                |  |  |                                                        | 5/11/14  |  |                                                                |  |       |                                                                                            |  |  |                                                                                                          |  |  |  |       |     |  |  |        | 
|                     |  |                                                               | 77,500  | (1) |                                                                 |  |  |                           |  |  | 13.31                |  |  |                                                        | 2/27/18  |  |                                                                |  |       |                                                                                            |  |  |                                                                                                          |  |  |  |       |     |  |  |        | 
|                     |  |                                                               | 22,500  | (1) |                                                                 |  |  |                           |  |  | 13.31                |  |  |                                                        | 2/27/18  |  |                                                                |  |       |                                                                                            |  |  |                                                                                                          |  |  |  |       |     |  |  |        | 
|                     |  |                                                               | 31,223  | (1) |                                                                 |  |  |                           |  |  | 9.15                 |  |  |                                                        | 11/29/19 |  |                                                                |  |       |                                                                                            |  |  |                                                                                                          |  |  |  |       |     |  |  |        | 
|                     |  |                                                               |        |     |                                                                 |  |  |                           |  |  |                     |  |  |                                                        |         |  |                                                                |  | 10,000 | (2)                                                                                        |  |  | 92,100                                                                                                    |  |  |  |       |     |  |  |        | 
|                     |  |                                                               |        |     |                                                                 |  |  |                           |  |  |                     |  |  |                                                        |         |  |                                                                |  | 30,000 | (3)                                                                                        |  |  | 276,300                                                                                                   |  |  |  |       |     |  |  |        | 
|                     |  |                                                               |        |     |                                                                 |  |  |                           |  |  |                     |  |  |                                                        |         |  |                                                                |  | 30,000 | (4)                                                                                        |  |  | 276,300                                                                                                   |  |  |  |       |     |  |  |        | 
|                     |  |                                                               |        |     |                                                                 |  |  |                           |  |  |                     |  |  |                                                        |         |  |                                                                |  |       |                                                                                            |  |  |                                                                                                          |  |  |  | 30,000 | (5) |  |  | 276,300 | 
|Louis P. Valente (8) |  |                                                               |        |     |                                                                 |  |  |                           |  |  |                     |  |  |                                                        |         |  |                                                                |  | 8,000  | (6)                                                                                        |  |  | 73,680                                                                                                    |  |  |  |       |     |  |  |        | 
|                     |  |                                                               |        |     |                                                                 |  |  |                           |  |  |                     |  |  |                                                        |         |  |                                                                |  | 8,000  | (4)                                                                                        |  |  | 73,680                                                                                                    |  |  |  |       |     |  |  |        | 



17



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##### Table of Contents

|(1) | These options are fully vested.
|--- | -------------------------------

|(2) | These restricted stock awards vest in four equal annual installments beginning on December 13, 2011.
|--- | ----------------------------------------------------------------------------------------------------

|(3) | These restricted stock awards vest in four equal annual installments beginning on November 2, 2012.
|--- | ---------------------------------------------------------------------------------------------------

|(4) | These restricted stock awards vest in four equal annual installments beginning on December 3, 2013.
|--- | ---------------------------------------------------------------------------------------------------

|(5) | These are performance-based restricted stock awards. If the Companys consolidated revenue exceeds $100 million (the Target) for any trailing four
quarter period between January 1, 2013 and December 31, 2016, the performance-based restricted stock awards will vest on the date which is the earlier of (i) the quarterly financial earnings release for the quarter that the Target has
been achieved or (ii) a determination by the audit committee of the board that the Target has been achieved. In 2012, Mr. Caruso and Mr. Weiner were granted performance-based restricted stock awards which had a grant date fair value
of $446,500 and $267,900, respectively, which assumes that the highest level of performance conditions will be achieved.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | These restricted stock awards vest in four equal annual installments beginning on March 13, 2013.
|--- | -------------------------------------------------------------------------------------------------

|(7) | The market value was calculated based on $9.21 per share, the closing market price of our common stock on December 31, 2012.
|--- | ----------------------------------------------------------------------------------------------------------------------------

|(8) | On March 9, 2012, Mr. Valente voluntarily ended his employment with the Company. As a result, all of Mr. Valentes unvested equity awards as of
March 9, 2012, were forfeited on March 9, 2012. The awards included in this table are awards received subsequent to March 9, 2012.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

2012 Option Exercises and Stock Vested



|                 |  |                                       |        |  |                             |  |         | 
|---------------- |  | ------------------------------------- | ------ |  | --------------------------- |  | ------- | 
|                 |  | Stock Awards                          |       
|Name             |  | Number of SharesAcquired onVesting(#) |        |  | ValueRealized 
onVesting($) | 
|Joseph P. Caruso |  |                                       | 18,750 |  |                             |  | 161,188 | 
|Paul S. Weiner   |  |                                       | 15,000 |  |                             |  | 128,950 | 
|Louis P. Valente |  |                                       |       |  |                             |  |        | 

The Company has no pension plans, and accordingly the table of pension benefits is omitted.

Potential Payments Upon Termination or Change in Control

In July 2001, we entered into substantially similar employment agreements with each of our named executive officers. Such agreements were amended in May 2010 and May 2012. On March 9, 2012,
Mr. Valente voluntarily ended his employment with the Company and his employment agreement terminated without obligation for the Company to pay any severance payments to Mr. Valente thereunder. In addition, in connection with the Merger,
the Company entered into an employment agreement amendment with each of Messrs. Caruso and Weiner in March 2013. The terms of the agreements, as amended, are described under the caption Employment Agreements above.

The following tables set forth the hypothetical cash payments to each of our named executive officers pursuant to his employment
agreement under the circumstances noted. These estimated amounts assume that the termination event occurred on December 31, 2012 (which is before the amendments were entered into in March 2013), include all tax gross-up amounts and our
cost of estimated health and other insurance benefits, are not fixed figures, and could differ materially depending on actual facts and circumstances in effect at the time they are actually determined, if such terminations occur.

Table 1: Termination Due to Death or Disability



|                 |  |                |   |  |                     |  |         |          |  |  |                          |  |  |                                    |         |     |       |  |   |   |  |  |        |  |  |  |           |  |  |  |           | 
|---------------- |  | -------------- | - |  | ------------------- |  | ------- | -------- |  |  | ------------------------ |  |  | ---------------------------------- | ------- | --- | ----- |  | - | - |  |  | ------ |  |  |  | --------- |  |  |  | --------- | 
|                 |  | Cash Severance |   |  | Equity              |  |         |          | 
|                 |  | Base Salary    |   |  | Non-EquityIncentive |  |         | Other    |  |  | Value ofVestedOptions(1) |  |  | Value 
ofAcceleratedUnvestedEquity |         |     | Total | 
|Name             |  | Multiple       |   |  | $                   |  |         | Multiple |  |  | $                        |  |  | $                                  |         |     | $     |  |   | $ |  |  | $      | 
|                 |  |                |   |  |                     |  |         |         
|Joseph P. Caruso |  |                | 1 |  |                     |  | 390,000 |          |  |  | 1                        |  |  |                                    | 780,000 |     |       |  |  |   |  |  | 30,076 |  |  |  | 1,381,500 |  |  |  | 2,581,576 | 
|Paul S. Weiner   |  |                | 1 |  |                     |  | 250,000 |          |  |  | 1                        |  |  |                                    | 500,000 | (2) |       |  |  |   |  |  | 1,873  |  |  |  | 921,000   |  |  |  | 1,672,873 | 



|(1) | Calculated as the number of options vested at December 31, 2012 multiplied by the spread between the fair market value on December 31, 2012 and the exercise
price.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents the amount that Mr. Weiners beneficiary would have been entitled to receive in the case of Mr. Weiners death on December 31, 2012.
In the case of Mr. Weiners disability on December 31, 2012, Mr. Weiner would have been entitled to receive $442,630 in lieu of this amount.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Table 2: Termination for Cause



|                 |  |                |   |  |                     |  |   |          |  |  |                          |  |  |                                   |         |  |       |  |   |   |  |  |        |  |  |  |   |  |  |  |         | 
|---------------- |  | -------------- | - |  | ------------------- |  | - | -------- |  |  | ------------------------ |  |  | --------------------------------- | ------- |  | ----- |  | - | - |  |  | ------ |  |  |  | - |  |  |  | ------- | 
|                 |  | Cash Severance |   |  | Equity              |  |   |          | 
|                 |  | Base Salary    |   |  | Non-EquityIncentive |  |   | Other    |  |  | Value ofVestedOptions(1) |  |  | Value
ofAcceleratedUnvestedEquity |         |  | Total | 
|Name             |  | Multiple       |   |  | $                   |  |   | Multiple |  |  | $                        |  |  | $                                 |         |  | $     |  |   | $ |  |  | $      | 
|                 |  |                |   |  |                     |  |   |         
|Joseph P. Caruso |  |                |  |  |                     |  |  |          |  |  | 1                        |  |  |                                   | 780,000 |  |       |  |  |   |  |  | 30,076 |  |  |  |  |  |  |  | 810,076 | 
|Paul S. Weiner   |  |                |  |  |                     |  |  |          |  |  | 1                        |  |  |                                   | 500,000 |  |       |  |  |   |  |  | 1,873  |  |  |  |  |  |  |  | 501,873 | 



|(1) | Calculated as the number of options vested at December 31, 2012 multiplied by the spread between the fair market value on December 31, 2012 and the exercise
price.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

Table 3: Termination Without Cause or for Good Reason



|                 |  |                |   |  |                     |  |         |          |  |  |                           |  |  |                                    |           |     |                   |  |        |       |  |  |        |  |  |   |           |  |  |  |   |  |  |  |           | 
|---------------- |  | -------------- | - |  | ------------------- |  | ------- | -------- |  |  | ------------------------- |  |  | ---------------------------------- | --------- | --- | ----------------- |  | ------ | ----- |  |  | ------ |  |  | - | --------- |  |  |  | - |  |  |  | --------- | 
|                 |  | Cash Severance |   |  | Equity              |  |         |          |  |  |                           | 
|                 |  | Base Salary    |   |  | Non-EquityIncentive |  |         | Other    |  |  | Value 
ofVestedOptions(1) |  |  | Value 
ofAcceleratedUnvestedEquity |           |     | ExciseTaxGross-Up |  |        | Total | 
|Name             |  | Multiple       |   |  | $                   |  |         | Multiple |  |  | $                         |  |  | $                                  |           |     | $                 |  |        | $     |  |  | $      |  |  | $ |          
|                 |  |                |   |  |                     |  |         |          | 
|Joseph P. Caruso |  |                | 2 |  |                     |  | 780,000 |          |  |  | 3                         |  |  |                                    | 2,340,000 |     |                   |  | 88,565 |       |  |  | 30,076 |  |  |   | 1,381,500 |  |  |  |  |  |  |  | 4,620,141 | 
|Paul S. Weiner   |  |                | 2 |  |                     |  | 500,000 |          |  |  | 3                         |  |  |                                    | 1,385,260 | (2) |                   |  | 77,924 |       |  |  | 1,873  |  |  |   | 921,000   |  |  |  |  |  |  |  | 2,886,057 | 



|(1) | Calculated as the number of options vested at December 31, 2012 multiplied by the spread between the fair market value on December 31, 2012 and the exercise
price.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents the sum of (i) two times the bonus paid to Mr. Weiner in March 2012 for services rendered in 2011 plus (ii) the maximum 2012 bonus for which
Mr. Weiner was eligible.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Table 4: Termination Following Change of Control



|                 |  |                |   |  |                     |  |           |          |  |  |                          |  |  |                                   |           |     |                   |  |        |       |  |  |        |  |  |   |           |  |  |  |           |  |  |  |           | 
|---------------- |  | -------------- | - |  | ------------------- |  | --------- | -------- |  |  | ------------------------ |  |  | --------------------------------- | --------- | --- | ----------------- |  | ------ | ----- |  |  | ------ |  |  | - | --------- |  |  |  | --------- |  |  |  | --------- | 
|                 |  | Cash Severance |   |  | Equity              |  |           |          |  |  |                          | 
|                 |  | Base Salary    |   |  | Non-EquityIncentive |  |           | Other    |  |  | Value ofVestedOptions(1) |  |  | Value
ofAcceleratedUnvestedEquity |           |     | ExciseTaxGross-Up |  |        | Total | 
|Name             |  | Multiple       |   |  | $                   |  |           | Multiple |  |  | $                        |  |  | $                                 |           |     | $                 |  |        | $     |  |  | $      |  |  | $ |          
|                 |  |                |   |  |                     |  |           |          | 
|Joseph P. Caruso |  |                | 3 |  |                     |  | 1,170,000 |          |  |  | 4                        |  |  |                                   | 3,120,000 |     |                   |  | 88,565 |       |  |  | 30,076 |  |  |   | 1,381,500 |  |  |  | 2,129,424 |  |  |  | 7,919,565 | 
|Paul S. Weiner   |  |                | 3 |  |                     |  | 750,000   |          |  |  | 4                        |  |  |                                   | 1,827,890 | (2) |                   |  | 77,924 |       |  |  | 1,873  |  |  |   | 921,000   |  |  |  | 1,277,628 |  |  |  | 4,856,315 | 



|(1) | Calculated as the number of options vested at December 31, 2012 multiplied by the spread between the fair market value on December 31, 2012 and the exercise
price.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents the sum of (i) three times the bonus paid to Mr. Weiner in March 2012 for services rendered in 2011 plus (ii) the maximum 2012 bonus for which
Mr. Weiner was eligible.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the event of the termination of Mr. Carusos employment due to his
death or disability, for good reason or after a change in control, or by us without cause, or collectively, vesting events, all of his options and stock appreciation rights (SARs) to purchase shares of
our common stock and restricted stock awards (RSAs) would have vested. If this event had happened on December 31, 2012, there would be no in-the-money options that would have vested by reason of the vesting event, there would be no
SARs subject to in-the-money conversion that would have vested by reason of the vesting event, and the total number of RSAs that would have vested by reason of the vesting event would be 150,000. Because the fair market value of our stock on
December 31, 2012 was $9.21, the potential value of these newly vested RSAs to Mr. Caruso would have been $1,381,500.



20



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##### Table of Contents

In the event of the termination of Mr. Weiners employment by reason of any of the
vesting events, all of his options and SARs to purchase shares of our common stock and RSAs would have vested. If this event had happened on December 31, 2012, there would be no in-the-money options that would have vested by reason of the
vesting event, there would be no SARs subject to in-the-money conversion that would have vested by reason of the vesting event, and the total number of RSAs that would have vested by reason of the vesting event would be 100,000. Because the fair
market value of our stock on December 31, 2012 was $9.21, the potential value of these newly vested RSAs to Mr. Weiner would have been $921,000.

Director Compensation

In January 2011, based on the 2010 recommendations
of Radford, the Committee recommended and the board of directors adopted a new director compensation plan and made adjustments to annual retainers and meeting fees for our non-employee directors, effective in 2011. Specifically, the annual retainer
for 2011 was increased from $40,000 to $50,000 ($12,500 per quarter) and committee meeting fees remain at $5,000 per committee. Each non-employee director is also eligible to receive equity incentive awards under our equity incentive plans.

In February 2012, the Committee recommended and the board of directors agreed that the annual retainers and meeting fees for
our non-employee directors in 2012 would remain at the levels set in 2011.

2012 Director Compensation



|                     |  |                              |        |  |                   |  |         |          |  |  |         | 
|-------------------- |  | ---------------------------- | ------ |  | ----------------- |  | ------- | -------- |  |  | ------- | 
|Name(1)              |  | FeesEarned orPaid inCash ($) |        |  | StockAwards($)(2) |  |         | Total($) | 
|Jeanne Cohane        |  |                              | 60,000 |  |                   |  | 71,440  |          |  |  | 131,440 | 
|Damian N. DellAnno  |  |                              | 48,132 |  |                   |  | 150,880 |          |  |  | 199,012 | 
|Nicholas P. Economou |  |                              | 60,000 |  |                   |  | 71,440  |          |  |  | 131,440 | 
|James G. Martin      |  |                              | 60,000 |  |                   |  | 71,440  |          |  |  | 131,440 | 
|A. Neil Pappalardo   |  |                              | 55,000 |  |                   |  | 71,440  |          |  |  | 126,440 | 



|(1) | Joseph P. Caruso, one of our directors, is also our chairman, president and chief executive officer and a named executive officer, and Mr. Valente, one of our
directors, served as our Executive Chairman until March 2012 and is a named executive officer. Mr. Caruso did not receive any additional compensation as a director in 2012. Mr. Valente received compensation for his service as a director
following Mr. Carusos appointment as our Chairman of the Board of Directors. See Information about Executive and Director CompensationSummary Compensation Table above for disclosure relating to the compensation of each
of Messrs. Caruso and Valente. Mr. DellAnno became a director on March 13, 2012.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The amounts in this column reflect the aggregate grant date fair value of restricted stock awards granted to our non-employee directors in 2012, as computed in
accordance with ASC 718. A discussion of the assumptions used in calculating the amounts in this column may be found in Note 1 to our audited financial statements for the year ended December 31, 2012 included in our Annual Report on Form 10-K
filed with the SEC on March 14, 2013. Mr. DellAnno received a grant of 8,000 shares of restricted stock on March 13, 2012 with a grant date fair value of $79,440. Each of Ms. Cohane and Messrs. DellAnno, Economou,
Martin, and Pappalardo received a grant of 8,000 shares of restricted stock on December 3, 2012 with a grant date fair value of $71,440. The following table shows the aggregate number of unvested stock awards held by each of our non-employee
directors as of December 31, 2012.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                     |  |                         |        | 
|-------------------- |  | ----------------------- | ------ | 
|Name                 |  | UnvestedStock Awards(#) |       
|Jeanne Cohane        |  |                         | 16,000 | 
|Damian DellAnno     |  |                         | 16,000 | 
|Nicholas P. Economou |  |                         | 16,000 | 
|James G. Martin      |  |                         | 16,000 | 
|A. Neil Pappalardo   |  |                         | 16,000 | 



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##### Table of Contents

|(3) | The following table shows the aggregate number of outstanding stock options and SARS held by each of our non-employee directors as of December 31, 2012.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------



|                     |  |                             |        |  |                    |  |   | 
|-------------------- |  | --------------------------- | ------ |  | ------------------ |  | - | 
|Name                 |  | OutstandingStock Options(#) |        |  | OutstandingSARs(#) | 
|Jeanne Cohane        |  |                             | 45,854 |  |                    |  |  | 
|Damian DellAnno     |  |                             |       |  |                    |  |  | 
|Nicholas P. Economou |  |                             | 40,854 |  |                    |  |  | 
|James G. Martin      |  |                             | 32,520 |  |                    |  |  | 
|A. Neil Pappalardo   |  |                             | 80,000 |  |                    |  |  | 

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth additional information as of December 31, 2012 about shares of our common stock that may be issued
upon the exercise of options and other rights under our existing equity compensation plans and arrangements, consisting of the 1991 Stock Option Plan, as amended, 1993 Stock Option Plan, as amended, 1995 Stock Option Plan, as amended, 1996 Incentive
and Nonqualified Stock Option Plan, as amended, 1998 Incentive and Nonqualified Stock Option Plan, 2004 Stock Incentive Plan and the 2007 Stock Incentive Plan.

Equity Compensation Plan Information



|                                                           |  |                                                                                    |           |  |                                                                              |  |       |                                                                                                                                           |  |  |        | 
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------- | --------- |  | ---------------------------------------------------------------------------- |  | ----- | ----------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ | 
|                                                           |  | (a)                                                                                |           |  | (b)                                                                          |  |       | (c)                                                                                                                                       | 
|Plan Category                                              |  | Securities to be issuedupon exercise ofoutstanding 
options,warrants and rights(#) |           |  | Weighted-averageexercise price ofoutstanding options,warrants and 
rights($) |  |       | Number of securitiesremaining available forfuture issuance 
underequity compensationplans (excludingsecurities reflected incolumn (a))(#) | 
|Equity compensation plans approved by security holders     |  |                                                                                    | 2,468,777 |  |                                                                              |  | 13.83 |                                                                                                                                           |  |  | 62,589 | 
|                                                           |  |                                                                                    |          
|Equity compensation plans not approved by security holders |  |                                                                                    |          |  |                                                                              |  |      |                                                                                                                                           |  |  |       | 
|                                                           |  |                                                                                    |           |  |                                                                              |  |       |                                                                                                                                           |  |  |        | 
|                                                           |  |                                                                                    |          
|Total                                                      |  |                                                                                    | 2,468,777 |  |                                                                              |  | 13.83 |                                                                                                                                           |  |  | 62,589 | 
|                                                           |  |                                                                                    |           |  |                                                                              |  |       |                                                                                                                                           |  |  |        | 

Compensation Committee Interlocks and Insider Participation

During fiscal 2012, Ms. Cohane and Messrs. Martin and DellAnno served as members of our Compensation Committee. No member of
the Committee (i) was, at any time during fiscal 2012, or had previously been, an officer or employee of the Company or its subsidiaries nor (ii) had any relationship with the Company during fiscal 2012 requiring disclosure under
Item 404 of Regulation S-K under the Exchange Act. During fiscal 2012, none of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose
executive officers served on our Committee. In addition, during fiscal 2012 none of our executive officers served as a member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive
officers served on our board of directors.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation
S-K with our management. Based on this review and discussion, the Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in our annual report on Form 10-K.



22



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##### Table of Contents

By the Compensation Committee of the Board of Directors of Palomar Medical Technologies,
Inc.



JAMES G. MARTIN, CHAIRMANJEANNE COHANEDAMIAN N. DELLANNO




23



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##### Table of Contents

|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information regarding beneficial ownership of our common stock as of April 1, 2013 by each person known
to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock; each of our directors; each of our named executive officers; and all of our current directors and executive officers as a group.

The persons named in this table have sole voting and investment power with respect to the shares listed, except as otherwise indicated.
The inclusion of shares listed as beneficially owned does not constitute an admission of beneficial ownership. Percentage ownership is based on 19,974,239 shares of common stock issued and outstanding as of April 1, 2013.



|                                                          |  |                                           |           |  |                                  |  |         |       |  |  |                 |  |  |  |      |  
|--------------------------------------------------------- |  | ----------------------------------------- | --------- |  | -------------------------------- |  | ------- | ----- |  |  | --------------- |  |  |  | ---- | -
|                                                          |  | Amount and Nature of Beneficial Ownership |           |  |                                  | 
|Name and Address of Beneficial Owner                      |  | Number ofShares                           |           |  | SharesAcquirablewithin 60Days(1) |  |         | Total |  |  | Percent ofClass | 
|5% Stockholders                                           |  |                                           |           |  |                                  |  |         |       |  |  |                 |  |  |  |      |  
|Broadwood Partners, L.P. and related parties (2)          |  |                                           | 2,898,296 |  |                                  |  |        |       |  |  | 2,898,296       |  |  |  | 14.5 | %
|724 Fifth Avenue, 9thFloor                                |  |                                           |           |  |                                  |  |         |       |  |  |                 |  |  |  |      |  
|New York, NY 10019                                        |  |                                           |           |  |                                  |  |         |       |  |  |                 |  |  |  |      |  
|                                                          |  |                                           |           | 
|Cynosure, Inc. (3)                                        |  |                                           |           |  |                                  |  |         |       |  |  | 2,715,900       |  |  |  | 13.1 | %
|5 Carlisle Road                                           |  |                                           |           |  |                                  |  |         |       |  |  |                 |  |  |  |      |  
|Westford, MA 01886                                        |  |                                           |           |  |                                  |  |         |       |  |  |                 |  |  |  |      |  
|                                                          |  |                                           |           | 
|BlackRock, Inc. (4)                                       |  |                                           | 1,598,168 |  |                                  |  |        |       |  |  | 1,598,168       |  |  |  | 8.0  | %
|40 East 52ndStreet                                        |  |                                           |           |  |                                  |  |         |       |  |  |                 |  |  |  |      |  
|New York, NY 10022                                        |  |                                           |           |  |                                  |  |         |       |  |  |                 |  |  |  |      |  
|                                                          |  |                                           |           | 
|The Vanguard Group, Inc. (5)                              |  |                                           | 1,081,916 |  |                                  |  |        |       |  |  | 1,081,916       |  |  |  | 5.4  | %
|100 Vanguard Blvd.                                        |  |                                           |           |  |                                  |  |         |       |  |  |                 |  |  |  |      |  
|Malvern, PA 19355                                         |  |                                           |           |  |                                  |  |         |       |  |  |                 |  |  |  |      |  
|                                                          |  |                                           |           | 
|Directors and Named Executive Officers (6)                |  |                                           |           |  |                                  |  |         |       |  |  |                 |  |  |  |      |  
|                                                          |  |                                           |           | 
|Joseph P. Caruso                                          |  |                                           | 445,747   |  |                                  |  | 395,695 |       |  |  | 841,442         |  |  |  | 4.1  | %
|                                                          |  |                                           |           | 
|A. Neil Pappalardo                                        |  |                                           | 615,255   |  |                                  |  | 55,000  |       |  |  | 670,255         |  |  |  | 3.4  | %
|                                                          |  |                                           |           | 
|Paul S. Weiner                                            |  |                                           | 256,142   |  |                                  |  | 216,715 |       |  |  | 472,857         |  |  |  | 2.3  | %
|                                                          |  |                                           |           | 
|Louis P. Valente                                          |  |                                           | 331,849   |  |                                  |  |        |       |  |  | 331,849         |  |  |  | 1.7  | %
|                                                          |  |                                           |           | 
|Nicholas P. Economou                                      |  |                                           | 133,844   |  |                                  |  | 40,854  |       |  |  | 174,698         |  |  |  |      | *
|                                                          |  |                                           |           | 
|Jeanne Cohane                                             |  |                                           | 52,934    |  |                                  |  | 45,854  |       |  |  | 98,788          |  |  |  |      | *
|                                                          |  |                                           |           | 
|James G. Martin                                           |  |                                           | 47,534    |  |                                  |  | 32,520  |       |  |  | 80,054          |  |  |  |      | *
|                                                          |  |                                           |           | 
|Damian N. DellAnno                                       |  |                                           | 16,000    |  |                                  |  |        |       |  |  | 16,000          |  |  |  |      | *
|                                                          |  |                                           |           | 
|All Directors and Executive Officers as Group (8 persons) |  |                                           | 1,899,305 |  |                                  |  | 786,638 |       |  |  | 2,685,943       |  |  |  | 12.9 | %



24



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##### Table of Contents

|* | Less than 1%.
|- | -------------

|(1) | Pursuant to the rules of the SEC, the number of shares of common stock deemed beneficially owned includes, for each person or group named in the table, any securities
that the person or group has the right to acquire within 60 days of April 1, 2013 through the exercise of any stock option or warrant, the conversion of any convertible security or the exercise of any other right. Unless otherwise indicated,
for each person or group named in the table, the number in the Shares Acquirable within 60 Days column consists of shares of common stock covered by stock options that may be exercised within 60 days of April 1, 2013.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The foregoing information reported is based solely on a Schedule 13G/A filed with the SEC on February 14, 2013 by Broadwood Partners, L.P., Broadwood Capital, Inc.
and Neal C. Bradsher reporting that they have shared voting power and shared dispositive power with respect to 2,898,296 shares.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The foregoing information reported is based solely on a Schedule 13D filed with the SEC on March 21, 2013 by Cynosure, Inc. reporting that it has shared voting
power with respect to 2,715,900 shares, a portion of which are exercisable upon the exercise of outstanding options. Cynosure possesses shared voting power by virtue of Company Stockholder Agreements entered into with the Companys executive
officers and directors in connection with the proposed acquisition of the Company by Cynosure. Cynosure expressly disclaims beneficial ownership of any Company shares.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The foregoing information reported is based solely on a Schedule 13G/A filed with the SEC on February 1, 2013 by BlackRock, Inc. reporting that it has sole voting
power and sole dispositive power with respect to 1,598,168 shares.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | The foregoing information reported is based solely on a Schedule 13G/A filed with the SEC on February 11, 2013 by Vanguard Group, Inc. reporting that it has sole
voting power with respect to 29,093 shares, sole dispositive power with respect to 1,053,723 shares and shared dispositive power with respect to 28,193 shares.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Each officer and directors address is c/o Palomar Medical Technologies, Inc., 15 Network Drive, Burlington, MA 01803.
|--- | ----------------------------------------------------------------------------------------------------------------------



|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

Board Determination of Independence

Under applicable NASDAQ rules, a
director will only qualify as an independent director if, in the opinion of our board of directors, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director.

Our board has determined that none of Ms. Cohane and Messrs. DellAnno, Economou,
Martin and Pappalardo has a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an independent director as defined under Rule
5605(a)(2) of the NASDAQ Stock Market, Inc. Marketplace Rules. During 2012, the independent directors met four times in executive session without members of management present.

Committees of the Board

Our board of directors has standing Audit,
Compensation, and Nominating and Corporate Governance Committees. From time to time, the board may also create various ad hoc committees for special purposes. The membership during the last fiscal year and the function of each of the
Audit, Compensation, and Nominating and Corporate Governance Committees are described above under Item 10. Directors, Executive Officers and Corporate GovernanceCORPORATE GOVERNANCECommittees of the Board. The board has
determined that all of the members of each of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent as defined under the rules of the NASDAQ Stock Market, including, in the case of all members of the Audit
Committee, the independence requirements contemplated by Rule 10A-3 under the Exchange Act.

Procedures and Policies for Related Person
Transactions

Under its charter, the Audit Committee is responsible for reviewing and approving any proposed transaction
with a related person, which we refer to as a related person transaction. In addition, the Audit Committee reviews and investigates any matters pertaining to the integrity of management, including conflicts of interest and adherence
to our Code of Business Conduct and Ethics. Under our Code of Business Conduct and Ethics, our directors, officers and employees are expected to avoid any activity that would cause a conflict of interest. To the extent that approval of a
related person transaction might call for a waiver of our Code of Business Conduct and Ethics, the board could also be involved in such an approval, if one were to be granted. The board may also consider and approve related person transactions in
other circumstances.

Related Person Transactions

On March 9, 2012, we entered into a Senior Strategic Advisor Agreement with Mr. Valente, former Executive Chairman and a director of the Company, pursuant to which Mr. Valente will provide
the Company strategic advisory services in various areas, including mergers and acquisitions, new business development and other strategic initiatives. Mr. Valente receives a monthly payment of $8,333.33 pursuant to the terms of the Senior
Strategic Advisor Agreement until termination by either party upon 60 days written notice.



25



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##### Table of Contents

|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

Independent Registered Public Accounting Firm Fees

The following table presents fees for professional audit services rendered by Ernst & Young for the audit of our annual financial statements for the years ended December 31, 2012 and
December 31, 2011 and fees billed for other services rendered by Ernst & Young during those periods:



|                       |  |                  |         |  |                  |   |         | 
|---------------------- |  | ---------------- | ------- |  | ---------------- | - | ------- | 
|Fee Category           |  | Fiscal 2012 Fees |         |  | Fiscal 2011 Fees |  
|Audit Fees (1)         |  | $                | 437,232 |  |                  | $ | 453,577 | 
|Audit-Related Fees (2) |  |                  | 27,163  |  |                  |   | 12,000  | 
|Tax Fees (3)           |  |                  | 157,000 |  |                  |   | 83,000  | 
|All Other Fees (4)     |  |                  |        |  |                  |   |        | 
|                       |  |                  |         |  |                  |   |         | 
|Total Fees             |  | $                | 621,395 |  |                  | $ | 548,577 | 



|(1) | Audit fees consist of aggregate fees billed for professional services rendered for the audit of our annual financial statements, the effectiveness of internal control
over financial reporting, and review of the interim financial statements included in quarterly reports or services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or
engagements for the fiscal years ended December 31, 2012 and December 31, 2011.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Audit-related fees consist of aggregate fees billed in the respective year for assurance and related services that are reasonably related to the performance of the
audit or review of our financial statements and are not reported under Audit Fees. These services relate to the annual audit for our 401(k) plan of $12,163 and $12,000 for 2012 and 2011, respectively, and accounting consultations in
connection with acquisitions of $15,000 for 2012.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Tax fees consist of aggregate fees billed in the respective year for professional services for tax compliance, tax advice and tax planning. Tax compliance services,
which relate to preparation of U.S. federal, U.S. state, and international tax returns, accounted for all of the total tax fees billed in fiscal 2011 and for $125,500 of the total tax fees billed in fiscal 2012. The remaining $31,500 of the tax fees
billed in fiscal 2012 related to assistance in preparing for tax audits and tax advice on various matters, such as Section 382 of the Internal Revenue Code of 1986, as amended.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | All other fees consist of aggregate fees billed in 2012 for products and services provided by the independent registered public accounting firm, Ernst & Young
LLP, that are not reported under Audit Fees, Audit-Related Fees or Tax Fees.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pre-approval policies and procedures

At present, our Audit Committee approves each engagement for audit and non-audit services before we engage Ernst & Young to provide those services. Our Audit Committee has not established
any policies or procedures that would allow our management to engage Ernst & Young to provide any services without the approval of the Audit Committee of the engagement for those services. None of the services provided by Ernst &
Young for fiscal 2012 were obtained in reliance on the waiver of the pre-approval requirement afforded in SEC regulations.

PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

PALOMAR MEDICAL TECHNOLOGIES, INC.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|(a) | Financial Statements and Schedules
|--- | ----------------------------------

The
Consolidated Financial Statements and notes thereto, and schedules, required to be filed in our Annual Report on Form 10-K are included in the Original Form 10-K Filing.



26



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##### Table of Contents

|(b) | Exhibits
|--- | --------



|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |             |                           |            |                   |  |  |       | 
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------- | ----------- | ------------------------- | ---------- | ----------------- |  |  | ----- | 
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                    |      | Filed withthis Form10-K/A |             | Incorporated by Reference |           
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                | Form |                           | Filing Date |                           | ExhibitNo. |                  
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|3.1        |  | Certificate of Designation, Preferences and Rights of the Series A Participating Cumulative Preferred Stock                                                                                                                                                                                                                                                                                                    |      |                           |             | 10-Q                      |            | May 17, 1999      |  |  | 4.2   | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|3.2        |  | Second Restated Certificate of Incorporation                                                                                                                                                                                                                                                                                                                                                                   |      |                           |             | S-3                       |            | January 1, 1999   |  |  | 3.1   | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|3.3        |  | Certificate of Amendment to Certificate of Incorporation                                                                                                                                                                                                                                                                                                                                                       |      |                           |             | 10-K                      |            | March 17, 2004    |  |  | 3.4   | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|3.4        |  | Certificate of Amendment to the Certificate of Designation, Preferences and Rights of the Series A Participating Cumulative Preferred Stock                                                                                                                                                                                                                                                                    |      |                           |             | 8-K                       |            | October 31, 2008  |  |  | 4.02  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|3.5        |  | Second Amended and Restated By-laws                                                                                                                                                                                                                                                                                                                                                                            |      |                           |             | 10-Q                      |            | August 8, 2012    |  |  | 3.1   | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|3.6        |  | Amended Text of Article I, Section 9 of the Second Amended and Restated By-laws                                                                                                                                                                                                                                                                                                                                |      |                           |             | 8-K                       |            | July 25, 2012     |  |  | 3.1   | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|4.1        |  | Specimen certificate of common stock                                                                                                                                                                                                                                                                                                                                                                           |      |                           |             | 10-Q                      |            | May 17, 1999      |  |  | 4.1   | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|4.2        |  | Form of rights certificate                                                                                                                                                                                                                                                                                                                                                                                     |      |                           |             | 8-K                       |            | April 21, 1999    |  |  | 4.3   | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|4.3        |  | Amended and Restated Rights Agreement dated as of October 28, 2008 between Palomar Medical Technologies, Inc. and American Stock Transfer & Trust Company LLC, as Rights Agent,
including Exhibit A, Certificate of Amendment to the Certificate of Designation, Preferences and Rights of the Series A Participating Cumulative Preferred Stock and Exhibit B, Amended and Restated Form of Right Certificate |      |                           |             | 8-K                       |            | October 31, 2008  |  |  | 4.01  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.1*      |  | Second Amended 1993 Stock Option Plan                                                                                                                                                                                                                                                                                                                                                                          |      |                           |             | 10-Q                      |            | August 16, 1999   |  |  | 4.2   | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.2*      |  | Second Amended 1995 Stock Option Plan                                                                                                                                                                                                                                                                                                                                                                          |      |                           |             | 10-Q                      |            | August 16, 1999   |  |  | 4.3   | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.3*      |  | Second Amended 1996 Stock Option Plan                                                                                                                                                                                                                                                                                                                                                                          |      |                           |             | 10-Q                      |            | August 16, 1999   |  |  | 4.4   | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.4*      |  | 1998 Incentive and Non-Qualified Stock Option Plan                                                                                                                                                                                                                                                                                                                                                             |      |                           |             | DEF14A                    |            | April 22, 1998    |  |  | B     | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.5*      |  | 2004 Stock Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                      |      |                           |             | DEF14A                    |            | March 17, 2004    |  |  | A     | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.6*      |  | 2007 Stock Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                      |      |                           |             | DEF14A                    |            | March 21, 2007    |  |  | A     | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.7*      |  | Amendment to 2007 Stock Incentive Plan                                                                                                                                                                                                                                                                                                                                                                         |      |                           |             | 10-Q                      |            | November 5, 2009  |  |  | 10.72 | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.8*      |  | 401(k) Plan                                                                                                                                                                                                                                                                                                                                                                                                    |      |                           |             | S-8                       |            | October 4, 1995   |  |  | 99(h) | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.9*      |  | Employment Agreement with Joseph P. Caruso, dated July 1, 2001                                                                                                                                                                                                                                                                                                                                                 |      |                           |             | 10-K                      |            | March 17, 2004    |  |  | 10.17 | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.10*     |  | Amendment to Employment Agreement with Joseph P. Caruso, dated July 1, 2001                                                                                                                                                                                                                                                                                                                                    |      |                           |             | 10-Q                      |            | August 5, 2010    |  |  | 10.79 | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.11*     |  | Letter agreement with Joseph P. Caruso, dated May 15, 2012, related to the Employment Agreement between the Company and Joseph P. Caruso, dated July 1, 2001                                                                                                                                                                                                                                                   |      |                           |             | 10-Q                      |            | August 8, 2012    |  |  | 10.1  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.12*     |  | Employment Agreement with Paul S. Weiner dated July 1, 2001                                                                                                                                                                                                                                                                                                                                                    |      |                           |             | 10-K                      |            | March 17, 2004    |  |  | 10.18 | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.13*     |  | Amendment to Employment Agreement with Paul S. Weiner, dated July 1, 2001                                                                                                                                                                                                                                                                                                                                      |      |                           |             | 10-Q                      |            | August 5, 2010    |  |  | 10.80 | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.14*     |  | Letter agreement with Paul S. Weiner, dated May 15, 2012, related to the Employment Agreement between the Company and Mr. Weiner, dated July 1, 2001                                                                                                                                                                                                                                                           |      |                           |             | 10-Q                      |            | August 8, 2012    |  |  | 10.2  | 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                |      |                           |            
|10.15      |  | License Agreement between Palomar Medical Technologies, Inc. and The General Hospital Corporation, dated August 18, 1995                                                                                                                                                                                                                                                                                       |      |                           |             | 10-K                      |            | February 12, 1999 |  |  | 10.44 | 



27



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##### Table of Contents

|           |  |                                                                                                                                                                                                                                                       |      |                           |             |                           |            |                   |  |  |       | 
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------- | ----------- | ------------------------- | ---------- | ----------------- |  |  | ----- | 
|ExhibitNo. |  | Description                                                                                                                                                                                                                                           |      | Filed withthis Form10-K/A |             | Incorporated by Reference |           
|           |  |                                                                                                                                                                                                                                                       | Form |                           | Filing Date |                           | ExhibitNo. |                  
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.16      |  | First Amendment to License Agreement between Palomar Medical Technologies, Inc. and The General Hospital Corporation, dated January 2, 1996                                                                                                           |      |                           |             | 10-K                      |            | February 12, 1999 |  |  | 10.45 | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.17      |  | Second Amendment to License Agreement between Palomar Medical Technologies, Inc. and The General Hospital Corporation, dated February 14, 1997                                                                                                        |      |                           |             | 10-K                      |            | February 12, 1999 |  |  | 10.46 | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.18+     |  | Third and Fourth Amendments to License Agreement between Palomar Medical Technologies, Inc. and The General Hospital Corporation, dated November 20, 2000 and February 18, 2003,
respectively                                                         |      |                           |             | 10-K                      |            | March 27, 2003    |  |  | 10.13 | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.19+     |  | Fifth Amendment to License Agreement between Palomar Medical Technologies, Inc. and The General Hospital, dated March 20, 2006                                                                                                                        |      |                           |             | 10-Q                      |            | May 9, 2006       |  |  | 10.35 | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.20+     |  | Research Agreement between Palomar Medical Technologies, Inc. and The General Hospital Corporation, dated August 1, 2004                                                                                                                              |      |                           |             | 8-K                       |            | November 18, 2004 |  |  | 99.1  | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.21+     |  | Amended and Restated License Agreement (MGH Case Nos: 783, 912, 2100) executed on March 16, 2008, between Palomar Medical Technologies, Inc. and The General Hospital
Corporation                                                                     |      |                           |             | 8-K                       |            | March 20, 2008    |  |  | 10.1  | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.22+     |  | License Agreement (MGH Case No. 2057) executed on March 16, 2008, between Palomar Medical Technologies, Inc. and The General Hospital Corporation                                                                                                     |      |                           |             | 8-K                       |            | March 20, 2008    |  |  | 10.2  | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.23+     |  | License Agreement (MGH Case No. 1316) executed on March 16, 2008, between Palomar Medical Technologies, Inc. and The General Hospital Corporation                                                                                                     |      |                           |             | 8-K                       |            | March 20, 2008    |  |  | 10.3  | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.24+     |  | The Development and License Agreement between Palomar Medical Technologies, Inc. and The Gillette Company, dated February 14, 2003                                                                                                                    |      |                           |             | 8-K                       |            | February 19, 2003 |  |  | 10.1  | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.25      |  | Amendment to the Development and License Agreement between Palomar Medical Technologies, Inc. and The Gillette Company, dated February 14, 2003                                                                                                       |      |                           |             | 8-K                       |            | June 28, 2004     |  |  | 99.3  | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.26      |  | Amendment to the Development and License Agreement between Palomar Medical Technologies, Inc. and The Gillette Company, dated October 2, 2003                                                                                                         |      |                           |             | 8-K                       |            | June 28, 2004     |  |  | 99.2  | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.27      |  | Second Amendment to the Development and License Agreement between Palomar Medical Technologies, Inc. and The Gillette Company, dated June 24, 2004                                                                                                    |      |                           |             | 8-K                       |            | June 28, 2004     |  |  | 99.1  | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.28+     |  | Third Amendment to the Development and License Agreement between Palomar Medical Technologies, Inc. and The Gillette Company, dated October 31, 2005                                                                                                  |      |                           |             | 10-K                      |            | March 6, 2006     |  |  | 10.30 | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.29+     |  | Amended and Restated Development and License Agreement effective as of February 14, 2003 and restated as of February 14, 2007, between Palomar Medical Technologies, Inc. and The
Gillette Company                                                    |      |                           |             | 8-K                       |            | February 21, 2007 |  |  | 10.1  | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.30+     |  | Amendment, dated February 14, 2007, to the Amended and Restated Development and License Agreement, dated February 14, 2007, between Palomar Medical Technologies, Inc. and The
Gillette Company                                                       |      |                           |             | 8-K                       |            | February 21, 2007 |  |  | 10.2  | 
|           |  |                                                                                                                                                                                                                                                       |      |                           |            
|10.31      |  | Second Amendment, dated December 21, 2007, to the Amended and Restated Development and License Agreement, effective as of February 14, 2003 and restated as of February 14, 2007,
between Palomar Medical Technologies, Inc. and The Gillette Company |      |                           |             | 8-K                       |            | December 21, 2007 |  |  | 10.1  | 



28



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##### Table of Contents

|           |  |                                                                                                                                                                                                  |      |                           |             |                           |            |                   |  |  |       | 
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---- | ------------------------- | ----------- | ------------------------- | ---------- | ----------------- |  |  | ----- | 
|ExhibitNo. |  | Description                                                                                                                                                                                      |      | Filed withthis Form10-K/A |             | Incorporated by Reference |           
|           |  |                                                                                                                                                                                                  | Form |                           | Filing Date |                           | ExhibitNo. |                  
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.32+     |  | License Agreement, executed February 29, 2008, effective as of February 14, 2003, between Palomar Medical Technologies, Inc. and The Procter and Gamble Company and The Gillette
Company         |      |                           |             | 8-K                       |            | March 3, 2008     |  |  | 10.1  | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.33+     |  | Amendment #1 to License Agreement, dated December 9, 2010 and effective as of October 1, 2010, between Palomar Medical Technologies, Inc., The Procter & Gamble Company and The
Gillette Company |      |                           |             | 8-K                       |            | December 9, 2010  |  |  | 10.1  | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.34+     |  | Joint Development and License Agreement between Palomar Medical Technologies, Inc. and Johnson & Johnson Consumer Companies, Inc., dated September 1, 2004                                       |      |                           |             | 8-K                       |            | September 7, 2004 |  |  | 99.1  | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.35+     |  | First Amendment to Joint Development and License Agreement between Palomar Medical Technologies, Inc. and Johnson & Johnson Consumer Companies, Inc., dated May 1,
2006.                         |      |                           |             | 10-Q                      |            | August 8, 2006    |  |  | 10.36 | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.36+     |  | Second Amendment to Joint Development and License Agreement between Palomar Medical Technologies, Inc. and Johnson & Johnson Consumer Companies, Inc., dated May 7,
2007                         |      |                           |             | 10-Q                      |            | May 8, 2007       |  |  | 10.45 | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.37+     |  | Third Amendment to Joint Development and License Agreement between Palomar Medical Technologies, Inc. and Johnson & Johnson Consumer Companies, Inc., dated August 15,
2007                      |      |                           |             | 10-Q                      |            | November 2, 2007  |  |  | 10.47 | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.38+     |  | Fourth Amendment to Joint Development and License Agreement between Palomar Medical Technologies, Inc. and Johnson & Johnson Consumer Companies, Inc., dated August 22,
2007                     |      |                           |             | 10-Q                      |            | November 2, 2007  |  |  | 10.48 | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.39+     |  | Fifth Amendment to Joint Development and License Agreement between Palomar Medical Technologies, Inc. and Johnson & Johnson Consumer Companies, Inc., dated December 1,
2008                     |      |                           |             | 10-Q                      |            | August 5, 2009    |  |  | 10.71 | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.40      |  | Settlement Agreement with The General Hospital Corporation, Lumenis, Inc. and Lumenis, Ltd., dated June 17, 2004                                                                                 |      |                           |             | 8-K                       |            | June 22, 2004     |  |  | 99.1  | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.41+     |  | Patent License Agreement between Palomar Medical Technologies, Inc. and Lumenis, Inc., dated June 17, 2004                                                                                       |      |                           |             | 8-K                       |            | June 22, 2004     |  |  | 99.2  | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.42      |  | Settlement Agreement, dated June 2, 2006, between Palomar Medical Technologies, Inc., The General Hospital Corporation and Cutera, Inc.                                                          |      |                           |             | 8-K                       |            | June 5, 2006      |  |  | 99.1  | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.43      |  | Non-Exclusive Patent License Agreement, dated June 2, 2006, between Palomar Medical Technologies, Inc. and Cutera, Inc.                                                                          |      |                           |             | 8-K                       |            | June 5, 2006      |  |  | 99.2  | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.44      |  | Consent Judgments, Palomar v Cutera                                                                                                                                                              |      |                           |             | 8-K                       |            | June 5, 2006      |  |  | 99.3  | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.45      |  | Stipulations of Dismissal, Palomar v Cutera                                                                                                                                                      |      |                           |             | 8-K                       |            | June 5, 2006      |  |  | 99.4  | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.46      |  | Non Exclusive Patent License Agreement, dated November 6, 2006, between Palomar Medical Technologies, Inc. and Cynosure, Inc.                                                                    |      |                           |             | 8-K                       |            | November 7, 2006  |  |  | 99.2  | 
|           |  |                                                                                                                                                                                                  |      |                           |            
|10.47      |  | FDA notification letter of 510K OTC clearance for a new, patented home-use, light-based hair removal device                                                                                      |      |                           |             | 8-K                       |            | December 11, 2006 |  |  | 99.2  | 



29



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##### Table of Contents

|           |  |                                                                                                                                                                         |      |                           |             |                           |            |                 |  |  |       | 
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------- | ----------- | ------------------------- | ---------- | --------------- |  |  | ----- | 
|ExhibitNo. |  | Description                                                                                                                                                             |      | Filed withthis Form10-K/A |             | Incorporated by Reference |           
|           |  |                                                                                                                                                                         | Form |                           | Filing Date |                           | ExhibitNo. |                
|           |  |                                                                                                                                                                         |      |                           |            
|10.48      |  | Settlement Agreement dated March 29, 2007 between Palomar Medical Technologies, Inc., The General Hospital Corporation and Alma Lasers, Inc.                            |      |                           |             | 8-K                       |            | April 2, 2007   |  |  | 10.1  | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.49      |  | Non-Exclusive Patent License Agreement dated March 29, 2007 between Palomar Medical Technologies, Inc., Alma Lasers, Inc. and Alma Lasers, Ltd.                         |      |                           |             | 8-K                       |            | April 2, 2007   |  |  | 10.2  | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.50      |  | Trade Dress Settlement dated March 29, 2007 between Palomar Medical Technologies, Inc., Alma Lasers, Inc. and Alma Lasers, Ltd.                                         |      |                           |             | 8-K                       |            | April 2, 2007   |  |  | 10.3  | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.51      |  | Consent Judgment, Palomar v Alma                                                                                                                                        |      |                           |             | 8-K                       |            | April 2, 2007   |  |  | 10.4  | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.52      |  | Stipulation of Dismissal with Prejudice, Palomar v Alma                                                                                                                 |      |                           |             | 8-K                       |            | April 2, 2007   |  |  | 10.5  | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.53+     |  | International Distributor Agreement, effective as of January 8, 2008 between Palomar Medical Technologies, Inc. and Q-MED AB (Publ).                                    |      |                           |             | 8-K                       |            | January 9, 2008 |  |  | 10.1  | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.54      |  | Loan Agreement, effective as of December 17, 2008, between Palomar Medical Technologies, Inc. and RBS Citizens, National Association                                    |      |                           |             | 8-K                       |            | January 8, 2009 |  |  | 10.1  | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.55      |  | Mortgage and Security Agreement, effective as of December 17, 2008, between Palomar Medical Technologies, Inc. and RBS Citizens, National Association                   |      |                           |             | 8-K                       |            | January 8, 2009 |  |  | 10.2  | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.56      |  | Collateral Agreement of Leases and Rents, effective as of December 17, 2008, between Palomar Medical Technologies, Inc. and RBS Citizens, National Association          |      |                           |             | 8-K                       |            | January 8, 2009 |  |  | 10.3  | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.57      |  | Indemnity Agreement Regarding Hazardous Materials, effective as of December 17, 2008, between Palomar Medical Technologies, Inc. and RBS Citizens, National Association |      |                           |             | 8-K                       |            | January 8, 2009 |  |  | 10.4  | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.58      |  | Unlimited Guaranty, effective as of December 17, 2008, between Palomar Medical Technologies, Inc. and RBS Citizens, National Association                                |      |                           |             | 8-K                       |            | January 8, 2009 |  |  | 10.5  | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.59      |  | Construction Management Agreement, dated November 19, 2008, between Palomar Medical Technologies, Inc. and Nordblom Development Company, Inc.                           |      |                           |             | 10-K                      |            | March 5, 2009   |  |  | 10.68 | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.60      |  | FDA Notification Letter                                                                                                                                                 |      |                           |             | 8-K                       |            | June 5, 2009    |  |  | 99.2  | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.61*     |  | Stock Option Amendment with Louis P. Valente                                                                                                                            |      |                           |             | 10-K                      |            | March 5, 2010   |  |  | 10.75 | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.62*     |  | Stock Option Amendment with Joseph P. Caruso                                                                                                                            |      |                           |             | 10-K                      |            | March 5, 2010   |  |  | 10.76 | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.63*     |  | Stock Option Amendment with Paul S. Weiner                                                                                                                              |      |                           |             | 10-K                      |            | March 5, 2010   |  |  | 10.77 | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.64*     |  | Stock Appreciation Rights Award Under the 2007 Stock Incentive Plan with Joseph P. Caruso dated August 10, 2007                                                         |      |                           |             | 10-Q                      |            | August 5, 2010  |  |  | 10.82 | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.65*     |  | Stock Appreciation Rights Award Under the 2007 Stock Incentive Plan with Paul S. Weiner dated August 10, 2007                                                           |      |                           |             | 10-Q                      |            | August 5, 2010  |  |  | 10.83 | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.66*     |  | Stock Appreciation Rights Award Under the 2007 Stock Incentive Plan with Joseph P. Caruso dated August 16, 2008                                                         |      |                           |             | 10-Q                      |            | August 5, 2010  |  |  | 10.85 | 
|           |  |                                                                                                                                                                         |      |                           |            
|10.67*     |  | Stock Appreciation Rights Award Under the 2007 Stock Incentive Plan with Paul S. Weiner dated August 16, 2008                                                           |      |                           |             | 10-Q                      |            | August 5, 2010  |  |  | 10.86 | 



30



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##### Table of Contents

|           |  |                                                                                                                                                                                          |      |                           |             |                           |            |                    |  |  |         | 
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------- | ----------- | ------------------------- | ---------- | ------------------ |  |  | ------- | 
|ExhibitNo. |  | Description                                                                                                                                                                              |      | Filed withthis Form10-K/A |             | Incorporated by Reference |           
|           |  |                                                                                                                                                                                          | Form |                           | Filing Date |                           | ExhibitNo. |                   
|           |  |                                                                                                                                                                                          |      |                           |            
|10.68*     |  | Amendment to the Stock Appreciation Rights Award Under the 2007 Stock Incentive Plan with Joseph P. Caruso dated August 10, 2007                                                         |      |                           |             | 10-Q                      |            | August 5, 2010     |  |  | 10.88   | 
|           |  |                                                                                                                                                                                          |      |                           |            
|10.69*     |  | Amendment to the Stock Appreciation Rights Award Under the 2007 Stock Incentive Plan with Paul S. Weiner dated August 10, 2007                                                           |      |                           |             | 10-Q                      |            | August 5, 2010     |  |  | 10.89   | 
|           |  |                                                                                                                                                                                          |      |                           |            
|10.70*     |  | Amendment to the Stock Appreciation Rights Award Under the 2007 Stock Incentive Plan with Joseph P. Caruso dated August 16, 2008                                                         |      |                           |             | 10-Q                      |            | August 5, 2010     |  |  | 10.91   | 
|           |  |                                                                                                                                                                                          |      |                           |            
|10.71*     |  | Amendment to the Stock Appreciation Rights Award Under the 2007 Stock Incentive Plan with Paul S. Weiner dated August 16, 2008                                                           |      |                           |             | 10-Q                      |            | August 5, 2010     |  |  | 10.92   | 
|           |  |                                                                                                                                                                                          |      |                           |            
|10.72*     |  | 2011 Incentive Compensation Program  Executive Officer Level  Executive Chairman of Board of Directors                                                                                 |      |                           |             | 8-K                       |            | February 11, 2011  |  |  | 10.3    | 
|           |  |                                                                                                                                                                                          |      |                           |            
|10.73      |  | Settlement Agreement, dated September 15, 2011 between Palomar Medical Technologies, Inc., The General Hospital Corporation, Candela Corporation, Syneron, Inc. and Syneron Medical
Ltd. |      |                           |             | 8-K                       |            | September 21, 2011 |  |  | 10.1    | 
|           |  |                                                                                                                                                                                          |      |                           |            
|10.74*     |  | 2012 Incentive Compensation Program  Executive Officer Level  Chief Executive Officer                                                                                                  |      |                           |             | 8-K                       |            | February 10, 2012  |  |  | 10.1    | 
|           |  |                                                                                                                                                                                          |      |                           |            
|10.75*     |  | 2012 Incentive Compensation Program  Executive Officer Level  Chief Financial Officer                                                                                                  |      |                           |             | 8-K                       |            | February 10, 2012  |  |  | 10.2    | 
|           |  |                                                                                                                                                                                          |      |                           |            
|10.76*     |  | Senior Strategic Advisor Agreement dated March 9, 2012                                                                                                                                   |      |                           |             | 10-K                      |            | March 12, 2012     |  |  | 10.1    | 
|           |  |                                                                                                                                                                                          |      |                           |            
|10.77*     |  | 2013 Incentive Compensation Program  Executive Officer Level  Chief Executive Officer                                                                                                  |      |                           |             | 10-K                      |            | March 14, 2013     |  |  | 10.77   | 
|           |  |                                                                                                                                                                                          |      |                           |            
|10.78*     |  | 2013 Incentive Compensation Program  Executive Officer Level  Chief Financial Officer                                                                                                  |      |                           |             | 10-K                      |            | March 14, 2013     |  |  | 10.78   | 
|           |  |                                                                                                                                                                                          |      |                           |            
|10.79*     |  | Restricted Stock Agreement with Time Vesting for Directors                                                                                                                               |      |                           |             | 10-K                      |            | March 14, 2013     |  |  | 10.79   | 
|           |  |                                                                                                                                                                                          |      |                           |            
|10.80*     |  | Restricted Stock Agreement with Time Vesting for Executive Officers                                                                                                                      |      |                           |             | 10-K                      |            | March 14, 2013     |  |  | 10.80   | 
|           |  |                                                                                                                                                                                          |      |                           |            
|10.81*     |  | Restricted Stock Agreement with Performance Vesting for Executive Officers                                                                                                               |      |                           |             | 10-K                      |            | March 14, 2013     |  |  | 10.81   | 
|           |  |                                                                                                                                                                                          |      |                           |            
|21.1       |  | List of subsidiaries                                                                                                                                                                     |      |                           |             | 10-K                      |            | March 14, 2013     |  |  | 21.1    | 
|           |  |                                                                                                                                                                                          |      |                           |            
|23.1       |  | Consent of Ernst & Young LLP                                                                                                                                                             |      |                           |             | 10-K                      |            | March 14, 2013     |  |  | 23.1    | 
|           |  |                                                                                                                                                                                          |      |                           |            
|31.1       |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                       |      |                           |             | 10-K                      |            | March 14, 2013     |  |  | 31.1    | 
|           |  |                                                                                                                                                                                          |      |                           |            
|31.2       |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                       |      |                           |             | 10-K                      |            | March 14, 2013     |  |  | 31.2    | 
|           |  |                                                                                                                                                                                          |      |                           |            
|31.3       |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Joseph P. Caruso, Chief Executive Officer, President and Chairman of the Board of
Directors                  |      | X                         |             |                           |            |                    |  |  |         | 
|           |  |                                                                                                                                                                                          |      |                           |            
|31.4       |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Paul S. Weiner, Chief Financial Officer.                                                                     |      | X                         |             |                           |            |                    |  |  |         | 
|           |  |                                                                                                                                                                                          |      |                           |            
|32.1       |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                           |      |                           |             | 10-K                      |            | March 14, 2013     |  |  | 32.1    | 
|           |  |                                                                                                                                                                                          |      |                           |            
|101.INS    |  | XBRL Instance Document                                                                                                                                                                   |      |                           |             | 10-K                      |            | March 14, 2013     |  |  | 101.INS | 
|           |  |                                                                                                                                                                                          |      |                           |            
|101.SCH    |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                  |      |                           |             | 10-K                      |            | March 14, 2013     |  |  | 101.SCH | 



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##### Table of Contents

|           |  |                                                        |      |                           |             |                           |            |                |  |  |         | 
|---------- |  | ------------------------------------------------------ | ---- | ------------------------- | ----------- | ------------------------- | ---------- | -------------- |  |  | ------- | 
|ExhibitNo. |  | Description                                            |      | Filed withthis Form10-K/A |             | Incorporated by Reference |           
|           |  |                                                        | Form |                           | Filing Date |                           | ExhibitNo. |               
|           |  |                                                        |      |                           |            
|101.CAL    |  | XBRL Taxonomy Extension Calculation Linkbase Document  |      |                           |             | 10-K                      |            | March 14, 2013 |  |  | 101.CAL | 
|           |  |                                                        |      |                           |            
|101.DEF    |  | XBRL Taxonomy Extension Definition Linkbase Document   |      |                           |             | 10-K                      |            | March 14, 2013 |  |  | 101.DEF | 
|           |  |                                                        |      |                           |            
|101.LAB    |  | XBRL Taxonomy Extension Label Linkbase Document        |      |                           |             | 10-K                      |            | March 14, 2013 |  |  | 101.LAB | 
|           |  |                                                        |      |                           |            
|101.PRE    |  | XBRL Taxonomy Extension Presentation Linkbase Document |      |                           |             | 10-K                      |            | March 14, 2013 |  |  | 101.PRE | 



|+ | Portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC
|- | -----------------------------------------------------------------------------------------------------------------------------

|* | Management contract or compensatory plan or arrangement
|- | -------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed on its behalf by
the undersigned, thereunto duly authorized.



|                     |  |  |  |                                    |  |                   
|-------------------- |  |  |  | ---------------------------------- |  | ------------------
|                     |  |  |  | PALOMAR MEDICAL TECHNOLOGIES, INC.
|                     |  |  | 
|                     |  |  |  | By:                                |  | /s/ Paul S. Weiner
|Date: April 26, 2013 |  |  |  | Paul S. Weiner                    
|                     |  |  |  | Chief Financial Officer           



33