Exhibit
      10.1

    


    EMPLOYMENT
      AGREEMENT

     

    EMPLOYMENT
      AGREEMENT
      dated as
      of May 24, 2007 between AMERICAN MEDICAL ALERT CORP., a New York corporation
      (the "Company"), with offices located at 3265 Lawson Boulevard, Oceanside,
      New
      York 11572 and FREDERIC SIEGEL, an individual having an address at
      ___________________________________ ("Employee").

     

    


    WITNESSETH:

     

    WHEREAS,
      the
      Company desires to retain the services of Employee upon the terms and conditions
      stated herein; and

     

    WHEREAS,
      Employee desires to continue to be employed by the Company upon the terms and
      conditions stated herein. 

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants, conditions and promises contained herein,
      the parties hereby agree as follows: 

     

    1. Employment.
      The
      Company hereby employs Employee for the period beginning as of January 1, 2007
      and ending December 31, 2010 (the "Expiration Date"), unless earlier terminated
      pursuant hereto (the "Employment Period").

     

    2. Duties.
      Subject
      to the authority of the Board of Directors and the Chief Executive Officer
      of
      the Company, Employee shall be employed as the Company's Executive Vice
      President. Employee will perform such duties and services of an executive
      nature, commensurate with his position as the Executive Vice President, as
      may
      from time to time be assigned to him by the Chief Executive Officer of the
      Company. Specifically, the Employee shall have overall responsibility for the
      operating results of the Company's Health and Safety Monitoring Systems ("HSMS")
      division, including delivery of top line and pre-tax profit. Employee shall
      also
      have such duties and responsibilities on a Company wide basis as shall be
      directed by the Board of Directors or the CEO from time to time. The Employee
      shall report to the Company's Chief Executive Officer.

     

    3. Full
      Time.
      Employee agrees that he will devote his full time and attention during regular
      business hours to the business and affairs of the Company. The foregoing shall
      not prevent the purchase, ownership or sale by Employee of investments or
      securities of publicly held companies and any other business that is not
      competitive with the Company or any subsidiary of the Company so long as such
      investment does not require active participation of Employee in the management
      of the business of such publicly held companies, does not interfere or conflict
      with the performance of Employee's duties hereunder and does not otherwise
      violate any of the provisions of this Agreement, or Employee's participation
      in
      philanthropic organizations to the extent that such participation does not
      interfere or conflict with the performance of Employee's duties hereunder and
      does not otherwise violate any provision of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    4. Compensation.
      In
      consideration of the duties and services to be performed by Employee hereunder,
      the Company agrees to pay, and Employee agrees to accept the amounts set forth
      below:

     

    (a) A
      base
      salary, to be paid on a bi-weekly basis, at the rate of:

     

    (i) $190,000
      per annum, for the period beginning January 1, 2007 and ending December 31,
      2007
      (it is agreed that Employee’s bi-weekly payments will be reduced to account for
      the higher annual base salary payments made to Employee in 2007, to date, such
      reduction to be pro-rated equally over each bi-weekly payment in the remainder
      of 2007); 

     

    (ii) $200,000
      per annum, for the period beginning January 1, 2008 and ending December 31,
      2008;

     

    (iii) $210,000
      per annum, for the period beginning January 1, 2009 and ending December 31,
      2009; and

     

    (iv) $220,000
      per annum, for the period beginning January 1, 2010 and ending December 31,
      2010.

     

    (b) In
      addition to the base salary payable pursuant to Section 4(a) above, the Employee
      shall be eligible for the following stock grant payable in the Company's common
      stock: 22,000 shares of common stock, to vest, subject to the condition that
      Employee is employed by the Company at the applicable date, as follows: 5,500
      shares on each of December 31, 2007, 2008, 2009 and 2010; provided,
      however,
      that in
      the event of a Change in Control (as hereinafter defined), if the Company or
      its
      successor pursuant to such Change in Control, as applicable, and the Employee,
      either agree to continue this Agreement or to enter into a new employment
      agreement mutually acceptable to the Company or its successor and the Employee
      in lieu of this Agreement, then any such shares which remain unvested, shall
      vest immediately upon the mutual agreement of the Company or its successor
      and
      the Employee to continue this Agreement or to enter into a new agreement. The
      bonus stock grant provided for in this subparagraph (b) shall be issued to
      the
      Employee upon the execution of a stock grant agreement between the Company
      and
      the Employee, and the shares granted pursuant to this subparagraph (b) shall
      be
      subject to forfeiture to the extent such shares do not vest. 

     

    (c) In
      addition to the base salary payable pursuant to Section 4(a) above and the
      grant
      of stock pursuant to Section 4(b) above, Employee will be eligible to receive
      additional bonuses payable in cash and shares of the Company's common stock
      based on certain revenue and earnings before deduction of interest and taxes
      (“EBIT”) targets, as set forth below.

     

    (i) a
      cash
      bonus equal to one of the following percentages of the dollar amount of yearly
      revenue growth in excess of 7% in the Company’s Health and Safety Monitoring
      Systems (“HSMS”) segment for each of the fiscal years ending December 31, 2007,
      2008, 2009 and 2010:

     

    2%,
      if
      the HSMS revenue grows by more than 7% but less than 10%; 

    3%,
      if
      the HSMS revenue grows by 10 % or more but less than 13%; 

    4.25%,
      if
      the HSMS revenue grows by 13% or more but less than 16%;

     5.75%,
      if the HSMS revenue grows by 16% or more but less than 19%; 

    or
      7.5%,
      if the HSMS revenue grows by 19% or more.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (ii) a
      cash
      bonus equal to one of the following percentages of the Company’s EBIT from its
      HSMS segment for each of the fiscal years ending December 31, 2007, 2008, 2009
      and 2010, plus one of the following number of shares:

     

    2%
      plus
      500 shares, if the HSMS EBIT equals to 5% or more but less than 6% of the HSMS
      revenues for the applicable year; 2.5% plus 1,000 shares, if the HSMS EBIT
      equals to 6% or more but less than 7% of the HSMS revenues; for the applicable
      year; 3.0% plus 1,500 shares, if the HSMS EBIT equals to 7% or more but less
      than 8% of the HSMS revenues for the applicable year; 3.5% plus 2,000 shares,
      if
      the HSMS EBIT equals to 8% or more but less than 9% of the HSMS revenues for
      the
      applicable year; 4.0% plus 2,500 shares, if the HSMS EBIT equals to 9% or more
      but less than 10% of the HSMS revenues for the applicable year; or 4.5% plus
      3,000 shares, if the HSMS EBIT equals to 10% or more of the HSMS revenues for
      the applicable year; and

    


    (iii) one
      of
      the following number of shares based on the year-over-year growth of the
      Company’s EBIT on a consolidated basis for each of the fiscal years ending
      December 31, 2007, 2008, 2009 and 2010:

     

    3,000
      shares, if EBIT grows by 15% or more but less than 17.5%; 4,000 shares, if
      EBIT
      grows by 17.5% or more but less then 20%; 5,250 shares, if EBIT grows by 20%
      or
      more but less than 22.5%; 6,500 shares, if EBIT grows by 22.5% or more but
      less
      than 25%; or 8,500 shares, if EBIT grows by 25% or more.

    


    It
      is
      hereby agreed and understood that the above performance targets were arrived
      at
      based on the Company’s method of calculating EBIT by segment for the fiscal year
      ended December 31, 2005 (the “2005 Methodology”). In the event that the Company
      uses a method of calculating EBIT by segment in the future which is different
      than the 2005 Methodology, the Company shall have the option to either (i)
      use
      the 2005 Methodology for the purposes hereof, in which case, the above
      performance targets shall be used, or (ii) use an EBIT by segment calculation
      consistent with its year end financial statements, in which case, the above
      performance targets shall be appropriately adjusted in a manner which would
      not
      cause either a benefit to the Employee or detract from Employee’s rights
      hereunder, in comparison to the use of the 2005 Methodology.

    


    (d) All
      shares to be issued pursuant to this Agreement shall be issued out of the
      Company's 2005 Stock Incentive Plan. To the extent that the number of shares
      earned pursuant to paragraph (c)(ii) and (c)(iii) above exceed 37,500 (the
      number of shares in the Company’s 2005 Incentive Plan currently reserved for
      Employee’s performance based grants), the grant of any such excess shares shall
      be subject to shareholder approval prior to issuance. If such shareholder
      approval is not obtained prior
      to the
      time any such shares are earned by Employee, then Employee shall not be entitled
      to and shall not be granted any such shares. Any shares to be issued under
      (c)(ii) or (c)(iii) shall be issued on April 15 of the year following the fiscal
      year for which the shares were earned.

     

    (e) The
      compensation provided for herein shall be in addition to any retirement, profit
      sharing, insurance or similar benefit which may at any time be payable to
      Employee pursuant to any plan or policy of the Company relating to such
      benefits, which additional benefits shall be made available to Employee on
      the
      same basis as they are generally made available to other executive officers
      of
      the Company. Such compensation shall be in addition to any options which may
      be
      granted under any stock option plan of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (f) The
      Company shall reimburse Employee in accordance with the Company's normal
      policies for all reasonable travel, hotel, meal and other expenses properly
      incurred by him in the performance of his duties hereunder.

     

    (g) The
      Company shall provide Employee with a monthly automobile stipend in the amount
      of $950.

     

    5. Vacation.
      Employee shall be entitled to three (3) weeks vacation each fiscal year, to
      be
      taken at such time as is mutually convenient to the Company and
      Employee.

     

    6. Death.
      In the
      event of the death of Employee during the Employment Period, this Agreement
      and
      the employment of Employee hereunder shall terminate on the date of the death
      of
      Employee. The estate of Employee (or such person(s) as Employee shall designate
      in writing) shall be entitled to receive, and the Company agrees to continue
      to
      pay, in accordance with the normal pay practice of the Company, the base salary
      of Employee provided by paragraph 4(a) and the additional benefits, if any,
      provided by paragraph 4(e), in each instance for a period of one (1) year
      following the date of death of Employee.

     

    7. Disability.
      In the
      event that Employee shall be unable to perform because of illness or incapacity,
      physical or mental, the duties and services to be performed by him hereunder
      for
      a period of one hundred and eighty (180) consecutive days or an aggregate period
      of more than one hundred and eighty (180) days in any 12-Month period, the
      Company may terminate this Agreement after the expiration of such period. Upon
      such termination, Employee shall be entitled to receive the base salary provided
      by paragraph 4(a) and the additional benefits, if any, provided by paragraph
      4(e), in each instance through the date of such termination.

     

    8. Non-Competition,
      Non-Solicitation and Non-Disclosure.
      (a)
      Employee covenants and agrees that throughout the Employment Period and for
      a
      period of twelve (12) months thereafter, he will not, directly or indirectly,
      own, manage, operate or control, or participate in the ownership, management,
      operation or control of, any business competing directly in the United States
      of
      America with the business conducted by the Company or any subsidiary of the
      Company during the Employment Period; provided,
      however,
      that
      Employee may own not more than 5% of the outstanding securities of any class
      of
      any corporation engaged in any such business, if such securities are listed
      on a
      national securities exchange, the NASDAQ Stock Market or regularly traded in
      the
      Over the Counter market by a member of a national securities association.


     

    (b) Employee
      covenants and agrees that, (i) throughout the Employment Period, he will not
      directly or indirectly solicit, entice or induce any person (collectively,
      “Solicit”) who during the Employment Period is associated with, employed by or
      is a customer of the Company or any subsidiary, and (ii) for a period of twenty
      four (24) months following the Employment Period, he will not Solicit any person
      who is, or within the last three months of Employee's employment by the Company
      was, associated with, employed by, or was a customer of the Company or any
      subsidiary of the Company, in each case, to leave the employ of, terminate
      his
      association or its relationship with the Company, or any subsid-iary of the
      Company, or solicit the employment or business of any such person on his own
      behalf or on behalf of any other business enterprise.

     

    (c) Employee
      covenants and agrees that, throughout the Employment Period and at all times
      thereafter, he will not use, or disclose to any third party, trade secrets
      or
      confidential information of the Company, including, but not limited to,
      confidential information or trade secrets belonging or relating to the Company,
      its subsidiaries, affiliates, customers and clients or proprietary processes
      or
      procedures of the Company, its subsidiaries, affiliates, customers and clients,
      or the Company’s or its subsidiaries’ business, business plans, investments,
      customers, strategies, operations, records, financial information, assets,
      technology, data and information that reveals the processes, methodologies,
      technology or know-how of the Company or its subsidiaries. Trade secrets and
      confidential information shall include, but shall not be limited to, all
      information which is known or intended to be known only by employees of the
      Company, its respective subsidiaries and affiliates or others in a confidential
      relationship with the Company or its respective subsidiaries and affiliates
      which relates to business matters.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (d) If
      any
      term of this paragraph 8 is found by any court having jurisdiction to be too
      broad, then and in that case, such term shall nevertheless remain effective,
      but
      shall be considered amended (as to the time or area or otherwise, as the case
      may be) to a point considered by said court as reason-able, and as so amended
      shall be fully enforceable.

     

    (e) In
      the
      event that Employee shall breach or threaten to breach any provision of this
      Agreement (including but not limited to the provisions of this paragraph 8),
      then Employee hereby consents to the granting of a temporary or permanent
      injunction against him by a court of competent jurisdiction prohibiting him
      from
      violating any provision of this Agreement. In any proceeding for an injunction
      and upon any motion for a temporary or permanent injunction, Employee agrees
      that his ability to answer in damages shall not be a bar or interposed as a
      defense to the granting of such temporary or permanent injunction against
      Employee. Employee further agrees that the Company will not have an adequate
      remedy at law in the event of any breach or threatened breach by Employee
      hereunder and that the Company will suffer irreparable damage and injury if
      Employee breaches any of the provisions of this Agreement.

     

    9. Termination;
      Non-Renewal.

     

    (a) The
      Company may terminate this Agreement without liability (other than for the
      base
      salary and any other compensation pro-vided in paragraph 4 accrued to the date
      of termination) in the event of (i) a material breach by Employee of the
      provisions of this Agreement, which breach shall not have been cured by Employee
      within thirty (30) days following notice thereof by the Company to Employee,
      (ii) the commission of gross negligence or bad faith (i.e., an act involving
      actual or constructive fraud, or a design to mislead or deceive another, or
      the
      conscious doing of a wrong because of dishonest purpose or motivated by ill
      will) by Employee in the course of his employment hereunder, which commission
      has a material adverse effect on the Company, (iii) the commission by Employee
      of a criminal act of fraud, theft or dishonesty causing material damages to
      the
      Company or any of its subsidiaries, (iv) the conviction of Employee of (or
      plead
nolo contendere
      to) any
      felony, or misdemeanor involving moral turpitude if such misdemeanor results
      in
      material financial harm to or materially adversely affects the goodwill of
      the
      Company, or (v) any violation by Employee of the Company’s Code of Business
      Conduct and Ethics or the Company’s sexual harassment and other forms of
      harassment policy or drug and alcohol abuse policy, as set forth in the
      Company’s employee handbook. The circumstances specified in (i) through (v)
      above shall be defined as “Cause.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (b) Unless
      the Employee is terminated for Cause pursuant to Section 9(a) above on or prior
      to the Expiration Date, and other than in the circumstances described in Section
      9(d), in the event that the Company does not offer Employee to enter into a
      written employment agreement with terms and conditions no less favorable than
      substantially the same terms and conditions as this Agreement to begin
      immediately following the Expiration Date, Employee shall receive, in
      consideration of his continuing obligations under Section 8 hereof, payment
      of
      base salary, based on the then applicable salary level, for a period of twelve
      (12) months, commencing immediately following the date of the expiration of
      the
      Employment Period, unless such payment shall be delayed pursuant to Section
      19
      hereof. Employee’s right to any payments pursuant to this Section 9(b) shall be
      in addition to, and not in lieu of, any damages for the termination by the
      Company of this Agreement prior to the Expiration Date for any reason other
      than
      those set forth in Section 9(a) above.

     

    (c) After
      a
      Change in Control (as hereinafter defined) has occurred, Employee may terminate
      his employment upon thirty (30) days' written notice to the Company within
      one
      hundred and eighty (180) days following such a Change in Control and after
      he
      has obtained actual knowledge of the occurrence of any of the following events:
      

     

    (i) Failure
      to elect or appoint, or re-elect or re-appoint, Employee to, or removal of
      Employee from, his office and/or position with the Company as constituted prior
      to the Change in Control, except in connection with the termination of
      Employee's employment pursuant to Section 9(a) hereof; 

     

    (ii) A
      reduction in Employee's overall compensation (including any reduction in pension
      or other benefit programs or perquisites) or a material adverse change in the
      nature or scope of the authorities, powers, functions or duties normally
      attached to Employee's position with the Company as referred to in Section
      2
      hereof; 

     

    (iii) A
      determination by Employee made in good faith that, as a result of a Change
      in
      Control, he is unable effectively to carry out the authorities, powers,
      functions or duties attached to his position with the Company as referred to
      in
      Section 2 hereof, and the situation is not remedied within thirty (30) days
      after receipt by the Company of written notice from Employee of such
      determination; 

     

    (iv) A
      breach
      by the Company of any provision of this Agreement not covered by clauses (i),
      (ii) or (iii) of this Section 9(c), which is not remedied within thirty (30)
      days after receipt by the Company of written notice from Employee of such
      breach; 

     

    (v) A
      change
      in the location at which substantially all of Employee's duties with the Company
      are to be performed to a location which is not within a 50-mile radius of the
      address of the place where Employee is performing services prior to the date
      of
      the Change in Control; or 

     

    (vi) failure
      by the Company or its successor pursuant to such Change in Control, as
      applicable, and the Employee to either agree to continue this Agreement or
      to
      enter into a new employment agreement mutually acceptable to the Company or
      its
      successor and the Employee in lieu of this Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    An
      election by Employee to terminate his employment under the provisions of this
      paragraph 9(c) shall not be deemed a voluntary termination of employment by
      Employee for the purpose of interpreting the provisions of any of the Company's
      employee benefit plans, programs or policies. Employee's right to terminate
      his
      employment pursuant to this paragraph 9(c) shall not be affected by his illness
      or incapacity, whether physical or mental, unless the Company shall at the
      time
      be entitled to terminate his employment under paragraph 7 of this Agreement.
      Employee's continued employment with the Company for any period of time less
      than one hundred and eighty (180) days after a Change in Control shall not
      be
      considered a waiver of any right he may have to terminate his employment
      pursuant to this paragraph 9(c). A termination by Employee under this paragraph
      9(c) shall be deemed a termination by the Company of this Agreement without
      Cause. 

    


    (d) After
      a
      Change in Control has occurred, in the event that this Agreement is terminated
      by the Company or its successor without Cause or by the Employee pursuant to
      Section 9(c), and if the Company or its successor and the Employee do not agree
      to enter into a new employment agreement in lieu hereof, then Employee shall
      be
      entitled to be paid in a lump sum, within thirty days of such termination,
      an
      amount of cash (to be computed, at the expense of the Company or its successor,
      by the independent certified public accountants utilized by the Company
      immediately prior to the Change of Control (the "Accountants"), whose
      computation shall be conclusive and bind-ing upon Employee and the Company
      or
      its successor) equal to 2.99 times Employ-ee's "base amount" as defined in
      Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the
      "Code"). Any such payment shall be in full satisfaction of all of the Company’s
      or its successor’s obligations hereunder, and upon payment made pursuant to this
      paragraph 9(d), all of the Company’s or its successor’s obligations pursuant to
      this Agreement shall terminate in full and Employee shall have no further rights
      hereunder or recourse against the Company or its successor pursuant to this
      Agreement; provided,
      however,
      nothing
      in this paragraph 9(d) shall be interpreted to preclude the Employee receiving
      his accrued salary and other compensation payable pursuant to paragraph 4
      through the date of termination. Such lump sum payment is hereinafter referred
      to as the "Termination Compensation."

     

    It
      is
      intended that the "present value" of the payments and benefits to Employee,
      whether under this Agree-ment or otherwise, which are includable in the
      computation of "parachute payments" shall not, in the aggregate, exceed 2.99
      times the "base amount" (the terms "present value", "parachute payments" and
      "base amount" being determined in accordance with Section 280G of the Code).
      Accordingly, if Employee receives payments or benefits from the Company prior
      to
      payment of the Termination Compensation which, when added to the Termination
      Compensation, would, in the opinion of the Accountants, subject any of the
      payments or benefits to Employee to the excise tax imposed by Section 4999
      of
      the Code, the Termination Compensation shall be reduced by the smallest amount
      necessary, in the opinion of the Accountants, to avoid such tax. In addition,
      the Company shall have no obligation to make any payment or provide any benefit
      to Employee subsequent to payment of the Termination Compensation which, in
      the
      opinion of the Accountants, would subject any of the payments or benefits to
      Employee to the excise tax imposed by Section 4999 of the Code. No reduction
      in
      Termination Compensation or release of the Company from any payment or benefit
      obligation in reliance upon any aforesaid opinion of the Accountants shall
      be
      permitted unless the Company shall have provided to Employee a copy of any
      such
      opinion that specifically entitles Employee to rely thereon, no later than
      the
      date otherwise required for payment of the Termination Compensation or any
      such
      later payment or benefit.

    


    (e) "Change
      in Control" as used in this Agreement shall mean the occurrence of any of the
      following:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (i) any
      "person" or "group" (as such terms are used in Section 3(a)(9) and 13(d)(3)
      of the Securities Exchange Act of 1934, as amended (the "Act")), except for
      an
      employee stock ownership trust (or any of the trustees thereof), becomes a
      "beneficial owner" (as such term in used in Rule 13d-3 promulgated under
      the Act), after the date hereof, directly or indirectly, of securities of the
      Company representing 35% or more of the combined voting power of the Company's
      then outstanding securities;

     

    (ii) during
      any twelve (12) month period during the Employment Period, individuals who
      at
      the beginning of such period constitute the entire Board of Directors cease
      for
      any reason to constitute at least a majority thereof, unless the election,
      or
      the nomination for election, by shareholders of the Company of each new director
      was approved or ratified by a vote of at least a majority of the directors
      then
      still in office who were directors at the beginning of the Employment Period
      or
      who were new directors approved by such a vote;

     

    (iii) the
      consummation of the sale or disposition by the Company of all or substantially
      all of the Company's assets, or the sale of the HSMS division pursuant to which
      this Agreement is assigned; or

     

    (iv) the
      consummation of a merger or consolidation of the Company with any other company,
      other than a merger or consolidation which would result in the combined voting
      power of the Company's voting securities outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into voting securities of the surviving entity or the parent company of such
      surviving entity) 50% or more of the combined voting power of the voting
      securities of the Company or such surviving entity or the parent company of such
      surviving entity outstanding immediately after such merger or consolidation.
      Notwithstanding the foregoing, any transaction involving a leveraged buyout
      or
      other acquisition of the Company which would otherwise constitute a Change
      in
      Control, in which Employee participates in the surviving or successor entity
      (other than solely as an employee or consultant), shall not constitute a Change
      in Control.

     

    10. No
      Impediments.
      Employee warrants and represents that he is free to enter into this Agreement
      and to perform the services contemplated thereby and that such actions will
      not
      constitute a breach of, or default under, any existing agreement.

     

    11. No
      Waiver.
      The
      failure of any of the parties hereto to enforce any provision hereof on any
      occasion shall not be deemed to be a waiver of any preceding or succeeding
      breach of such provision or of any other provision.

     

    12. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement and understanding of the parties
      hereto with respect to the subject matter hereof and no amendment, modification
      or waiver of any provision herein shall be effective unless in writing, executed
      by the party charged therewith.

     

    13. Governing
      Law.
      This
      Agreement shall be con-strued, interpreted and enforced in accordance with
      and
      shall be governed by the laws of the State of New York applicable to agreements
      to be wholly performed therein, other than those which would defer to the
      substantive laws of another jurisdiction.

     

    14. Binding
      Effect.
      This
      Agreement shall bind and inure to the benefit of the parties, their successors
      and assigns.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    15. Assignment
      and Delegation of Duties.
      This
      Agreement may not be assigned by the parties hereto except that the Company
      shall have the right to assign this Agreement to any successor in connection
      with a sale or transfer of all or sub-stantially all of its assets or a sale
      of
      its HSMS division, a merger or consolidation. This Agreement is in the nature
      of
      a personal services contract and the duties imposed hereby are
      non-delegable.

     

    16. Paragraph
      Headings.
      The
      paragraph headings herein have been inserted for convenience of reference only
      and shall in no way modify or restrict any of the terms or provi-sions
      hereof.

     

    17. Notices.
      Any
      notice under the provisions of this Agreement shall be in writing, shall be
      sent
      by one of the following means, directed to the address set forth on the first
      page of this Agreement or to such other address as shall be designated hereunder
      by notice to the other party, effective upon actual receipt and shall be deemed
      conclusively to have been given: (i) on the first business day following the
      day
      timely deposited for overnight delivery with Federal Express (or other
      equivalent national overnight courier service) or United States Express Mail,
      with the cost of delivery prepaid or for the account of the sender; (ii) on
      the
      fifth business day following the day duly sent by certified or registered United
      States mail, postage prepaid and return receipt requested; or (iii) when
      otherwise actually received by the addressee on a business day (or on the next
      business day if received after the close of normal business hours or on any
      non-business day).

     

    18. Unenforceability;
      Severability.
      If any
      provision of this Agreement is found to be void or unenforceable by a court
      of
      competent jurisdiction, the remaining provisions of this Agreement shall,
      nevertheless, be binding upon the parties with the same force and effect as
      though the unenforceable part has been severed and deleted.

     

    19. Code
      Section 409A.
      The
      Company and the Employee agree to work together in good faith to consider
      amendments to this Agreement necessary or appropriate to avoid imposition of
      any
      additional tax or income recognition prior to actual payment to Employee under
      Internal Revenue Code Section 409A and any temporary or final Treasury
      Regulations and Internal Revenue Service guidance thereunder. Any provision
      of
      this Agreement not in compliance with Section 409A shall be void and the Company
      reserves the discretion to revise the Agreement as necessary, without the
      consent of the Employee, to comply with Code Section 409A. Further, and
      notwithstanding anything to the contrary in this Agreement, any cash severance
      payments due to Employee pursuant to this Agreement or otherwise will not be
      paid during the six-month period following Employee’s termination (or
      non-renewal) of employment unless the Company determines, in its good faith
      judgment, that paying such amounts at the time or times indicated above would
      not cause Employee to incur an additional tax under Code Section 409A. If the
      payment of any amounts are delayed as a result of the previous sentence, any
      cash severance payments due to Employee pursuant to this Agreement or otherwise
      during the first six (6) months after Employee’s termination will accrue and
      will become payable in a lump sum payment on the date six (6) months and one
      (1)
      day following the date of Employee’s termination. Thereafter, payments will
      resume in accordance with the applicable schedule set forth in this
      Agreement.

     

    20. Counterparts;
      Facsimile.
      This
      Agreement may be executed in one or more counterparts and delivered by
      facsimile, each of which shall constitute an original, and which when taken
      together, shall constitute one and the same instrument.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed as of the date first
      above writ-ten. 

    


    
      	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	 
	 	/s/ Frederic Siegel
	 	
              
Frederic
              Siegel
	 	 	 
	 	 	 
	 	 	 
	 	COMPANY:
	 	 
	 	AMERICAN MEDICAL ALERT
              CORP.
	 	 
	 	 	 
	 	By:  	/s/
              Jack Rhian
	 	 	
              
Name: Jack
              Rhian
	 	 	Title:  Chief
              Executive Officer