exhibit10-9.htm


    
      

    



    


     

    Executive
Change-in-Control Agreement

     

     

    This Executive Change-in-Control
Agreement is made, entered into, and is effective this 9th day of April,
2008, by and between Hooper
Holmes, Inc., a New York corporation, having its principal place of
business at 170 Mt. Airy Road, Basking Ridge, New Jersey 07920 (the “Company”)
and Roy H. Bubbs, having
an address at 66 Toll Gate Lane, Avon, Connecticut 06001 (the
“Executive”).

     

     

    Whereas, the Executive is
currently employed by the Company; and

     

     

    Whereas, the Executive
possesses considerable experience and knowledge of the business and affairs of
the Company concerning its policies, methods, personnel, and operations;
and

     

     

    Whereas, the Company is
desirous of assuring, insofar as possible, that it will continue to have the
benefit of the Executive’s services and the Executive is desirous of having such
assurances; and

     

     

    Whereas, the Company
recognizes that circumstances may arise in which a Change in Control (as defined
in Article 1 of this Agreement) occurs, thereby causing uncertainty of
employment without regard to the Executive’s competence or past contributions.
 Such uncertainty may result in the loss of the valuable services of the
Executive to the detriment of the Company and its shareholders; and

     

     

    Whereas, the Executive will be
in a better position to consider the Company’s best interests if the Executive
is afforded reasonable security, as provided in this Agreement, against altered
conditions of employment which could result from any Change in
Control;

     

    Now, Therefore, in
consideration of the foregoing and of the mutual covenants and agreements of the
parties set forth in this Agreement, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:

     

    
      	
              1.  

            	
              Change
      in Control.

            


    

     

    A “Change
in Control” shall be deemed to have occurred as of the first day any one or more
of the following conditions shall have been satisfied:

     

    
      	
              (a)  

            	
              Any person (other than (i) the
      Company or any subsidiary of the Company, (ii) a corporation or other
      entity owned, directly or indirectly, by the shareholders of the Company
      in substantially the same proportions as their ownership of the Company,
      or (iii) an employee benefit plan (or related trust) sponsored or
      maintained by the Company or any subsidiary of the Company), becomes the
      beneficial owner, directly or indirectly, of securities of the Company,
      representing thirty-five percent (35%) or more of the combined voting
      power of the Company’s then outstanding securities; provided,
      however, that no
      crossing of such 35% threshold shall be a "Change in Control" if it is
      caused (A) solely as a result of an acquisition by the Company of its
      voting securities or (B) solely as a result of an acquisition of the
      Company’s voting securities directly from the Company, in either case
      until such time thereafter as such person acquires additional voting
      securities other than directly from the Company and, after giving effect
      to such transaction, such person owns 35% or more of the then outstanding
      common stock or voting power of the
  Company;

            


    

     

    
      	
              (b)  

            	
              Individuals
      who, as of the date hereof, constitute the Board of Directors of the
      Company (the “Board”; such individuals being referred to as the “Incumbent
      Board”) cease for any reason to constitute at least a majority of the
      Board; provided that any person becoming a director subsequent to the date
      hereof whose election, or nomination for election by the Company’s
      shareholders, was approved by a vote of at least a majority of the
      directors then comprising the Incumbent Board (other than an election or
      nomination of an individual whose initial assumption of office is in
      connection with an actual or threatened election contest as such terms are
      used in Rule 14a-11 of Regulation 14A promulgated under the Securities
      Exchange Act of 1934 (the “’34 Act”) relating to the election of the
      directors of the Company) shall be, for purposes of this Agreement,
      considered as though such person were a member of the Incumbent Board;
      or

            


    

     

    
      	
              (c)  

            	
              A
      merger, consolidation, reorganization or share exchange, or sale of all or
      substantially all of the assets, of the Company, unless, immediately
      following such transaction, all of the following shall apply: (A) all or
      substantially all of the beneficial owners of the Company immediately
      prior to such transaction will beneficially own in substantially the same
      proportions, directly or indirectly, more than 50% of the combined voting
      power of the then outstanding voting securities of the corporation or
      other entity resulting from such transaction (including, without
      limitation, a corporation or other entity which, as a result of such
      transaction, owns the Company or all or substantially all of the Company's
      assets, either directly or through one or more subsidiaries) (the
      "Successor Entity"), (B) no person will be the beneficial owner, directly
      or indirectly, of 35% or more of the combined voting power of the then
      outstanding voting securities of the Successor Entity, and (C) at least a
      majority of the members of the board of directors of the Successor Entity
      will be Incumbent Directors.

            


    

     

    
      	
              (d)  

            	
              All
      terms used in this Section 1 shall be interpreted in a manner consistent
      with the ’34 Act.

            


    

     

    
      	
              2.  

            	
              Termination
      of Employment Following a Change in
Control.

            


    

     

    
      	
              (a)  

            	
              Triggering
      Event.  If, following a Change in Control, a Triggering
      Event occurs, the Executive will be entitled to the compensation and
      benefits described in Sections 3(a)-(c) below.  For the purposes
      of this Agreement, a “Triggering Event” means a termination of the
      Executive’s employment with the Company at any time prior to the end of
      the twelve (12) month period following the Change in Control (such period
      of time being referred to as the “Employment Period”), unless (i) such
      termination is by reason of the Executive’s Total Disability or death,
      (ii) the Company terminates the Executive’s employment with the Company
      for Cause, or (iii) the Executive terminates his employment with the
      Company for other than Good Reason.

            


    

     

    
      	
              (b)  

            	
              Cause.  For
      purposes of this Agreement, the termination of the Executive’s employment
      with the Company shall be deemed to be for “Cause” only in the event
      of:

            


    

     

    
      	 	
              A
      felony or crime of moral turpitude by the
  Executive;

            


    

     

    
      	 	
              An
      act of fraud, embezzlement, misappropriation of assets, dishonesty or
      disloyalty by the Executive;

            


    

     

    
      	 	
              The
      Executive’s failure to substantially perform  his or her duties
      as such duties exist at the time of a Change in Control (other than any
      such failure resulting from the Executive’s incapacity due to physical or
      mental illness), after a written demand for substantial performance is
      delivered to the Executive by the Company, specifically identifying the
      manner in which the Executive has not substantially performed his or her
      duties, and the Executive does not cure such failure within thirty (30)
      days of such demand;

            


    

     

    
      	 	
              The
      Executive’s material breach of this Agreement or any other agreement
      between the Executive and the
Company;

            


    

     

    
      	 	
              The
      Executive’s deliberate and persistent disregard of the Company’s polices
      or procedures, after a written demand for compliance with the Company’s
      policies or procedures is delivered to the Executive by the Company,
      specifically identifying the manner in which the Executive has not
      complied with the Company’s policies or procedures, and the Executive does
      not cure such noncompliance within thirty (30) days of such
      demand;

            


    

     

    
      	 	
              Any
      act by the Executive which brings material adverse publicity to the
      Company; or

            


    

     

    
      	 	
              An
      act, or failure to act, which constitutes gross negligence or a material
      breach of any fiduciary duty owed by the Executive to the
      Company.

            


    

     

    Any
determination of Cause under this Agreement shall be made by resolution duly
adopted by the affirmative vote of not less than a majority of the entire
membership of the Board at a regular meeting of the Board or a special meeting
called and held for that purpose.  The Executive shall be provided
with reasonable notice of such meeting and shall be given the opportunity to be
heard before such vote is taken by the Board.  The Executive’s
employment shall not be terminated for Cause if the Board determines that the
Executive’s act or failure to act was done in good faith and with reasonable
belief that the act or failure to act was in the best interest of the
Company.

     

    
      	
              (c)  

            	
              Good
      Reason.  For purposes of this Agreement, the Executive’s
      termination of his employment with the Company shall be deemed to be for
      “Good Reason” if for any of the following
  reasons:

            


    

     

    
      	 	
              A
      material diminution in the Executive’s authorities, duties, and/or
      responsibilities;

            


    

     

    
      	 	
              A
      material diminution in the budget over which the Executive retains
      authority, unless the diminution is a result of a company-wide diminution
      in total budget;

            


    

     

    
      	 	
              A
      material diminution in the Executive’s base salary, or unless the
      diminution is a result of a Company-wide diminution in the annual cash
      bonuses, target incentive awards, and/or benefits of all similarly
      situated employees as the Executive, a material diminution in the
      Executive’s annual cash bonus, target incentive award, and/or benefits,
      including health, retirement and
fringe;

            


    

     

    
      	 	
              The
      failure by the Company to pay the Executive any amount of his salary,
      bonus or other compensation when due and
  payable;

            


    

     

    
      	 	
              A
      change in the Executive’s principal place of employment; such that the
      Executive’s commuting distance as of the date of this Agreement, or as of
      the Termination Date, whichever is longer, increases by more than fifty
      miles;

            


    

     

    
      	 	
              The
      failure of a successor to the Company to explicitly assume and agree to be
      bound by this Agreement, in accordance with the terms of Section 5(a) of
      this Agreement; or

            


    

     

    
      	 	
              A
      material breach by the Company of any the terms and conditions of this
      Agreement.

            


    

     

    
      	
              (d)  

            	
              Total
      Disability.  For the purposes of this Agreement, the term
      “Total Disability” means any physical or mental incapacity as a result of
      which the Executive is unable to perform substantially all of the
      Executive’s essential duties for an aggregate of four (4) months, whether
      or not consecutive, during any calendar year, and which cannot be
      reasonably accommodated by the Company without undue
      hardship.  An Executive cannot be terminated for Total
      Disability unless the Company has delivered a written demand for
      substantial performance to the Executive, specifically identifying the
      manner in which the Executive has not substantially performed his or her
      duties, and the Executive does not cure such failure within thirty (30)
      days of such demand.

            


    

     

    
      	
              (e)  

            	
              Notice of
      Termination.  Any termination by the Company or by the
      Executive under this Agreement shall be communicated by a Notice of
      Termination to the other party hereto.  For purposes of this
      Agreement, a “Notice of Termination” shall mean a notice in writing which
      shall indicate (i) the specific termination provision in this Agreement
      relied upon to terminate the Executive’s employment, (ii) the facts and
      circumstances, in reasonable detail, claimed to provide a basis for
      termination of employment under the provision so indicated, and (iii) the
      date that the Executive separates from service as defined under Section
      409A of the Internal Revenue Code (the “Code”) from the Company or any
      affiliate.

            


    

     

    
      	
              (f)  

            	
              Termination
      Date.  As used in this Agreement, “Termination Date”
      means (i) if the Executive’s employment is terminated because of death,
      the date of the Executive’s death, (ii) if the Executive’s employment
      terminates for any other reason, the date specified in the Notice of
      Termination, which will be the date the Executive “separates from service”
      as defined under Section 409A of the Code from the Company or any
      affiliate.  If the Executive terminates his or her employment
      for Good Reason, then the date specified by the Executive in the Notice of
      Termination (i.e., the date the Executive ceases to provide services to
      the Company or affiliates) shall be at least thirty (30) days after the
      date of the notice.

            


    

     

    
      	
              3.  

            	
              Benefits
      Payable Upon Termination.

            


    

     

    Triggering
Event. Subject to Sections
4(a) and 9, if, following a Change in Control, a Triggering Event occurs, the
Company will provide the compensation and benefits set forth in (a), (b), and
(c) to the Executive:

     

    
      	
              (a)  

            	
              Lump Sum
      Payment.  The Company shall pay the Executive a lump sum
      cash amount equal to the sum of:

            


    

     

    (i) two
times the Executive’s base salary at the time of the occurrence of the Change in
Control;

     

    (ii) the
cash equivalent of any unused vacation that Executive has accrued or is
otherwise currently entitled to, prorated on a per diem basis in accordance with
the Executive’s  base salary at the time of the occurrence of the
Change in Control;

     

    (iii) two
times the Executive’s annual bonus, if any, paid to the Executive with respect
to the Company’s most recently completed fiscal year preceding the fiscal year
in which the Termination Date occurs; provided, however, that if no annual bonus
was paid with respect to the most recently completed fiscal year, then the
Executive shall receive two times the Executive’s most recent annual bonus, if
any, paid with respect to any of the Company’s three fiscal years immediately
preceding the Termination Date;

     

    (iv) the
amount of any annual bonus (or portion thereof) for the calendar year in which
the Termination Date occurs, prorated on a per diem basis from the beginning of
the calendar year to the Termination Date; and

     

    (v) all
other amounts payable to the Executive as of the Termination
Date  (other than retirement benefits and other deferred compensation,
if any, which shall be paid pursuant to applicable terms, conditions and
provisions), to the extent unpaid as of the Termination Date.

     

    Under
Section 9(b) hereof, the portion of the lump sum payment under this Section 3(a)
that is not exempt from Section 409A shall be paid on the first of the seventh
month after the Executive’s Termination Date (or, if earlier, on the date the
Executive dies after meeting the other conditions for payment).  Any
portion exempt from Section 409A shall be paid to Executive no earlier than the
Termination Date, on or before the 30th day
after the Termination Date (or, if later, the end of the seven-day period during
which the Executive may revoke his consent to providing a Release, in accordance
with Section 4(a) hereof); provided, however, that any
amount payable in accordance with Section 3(a)(iv) hereof will be paid during
the 2 1⁄2 month period between the beginning of the fiscal year following the
fiscal year in which the Termination Date occurs (i.e., between the following
January 1 and March 15 for fiscal years ending December 31).

     

    
      	
              (b)  

            	
              Medical and Dental
      Benefits.  The Company, at its sole cost and expense,
      will continue for the Executive and the Executive’s eligible dependents,
      all Company-sponsored or provided medical, dental, vision, and
      prescription drug, plans, programs and arrangements that provide for
      medical or dental benefits, whether group or individual, in which the
      Executive was entitled to participate at any time during the twelve
      (12)-month period prior to the Termination Date, until the later to occur
      of (i) the last day of the Employment Period or (ii) the six (6) – month
      anniversary of the Termination Date; provided, however, that
      payment of benefits shall terminate upon the Executive’s death (other than
      benefits payable to the Executive’s beneficiaries).  In the
      event that the Executive’s participation in any such plan, program or
      arrangement of the Company is prohibited, the Company will arrange to
      provide the Executive with benefits substantially similar to those which
      the Executive would have been entitled to receive under such plan, program
      or arrangement, for such period.  The Company shall make the
      payments necessary to continue such benefits on the Company’s customary
      payment date for such payments (whether to the Executive or to a third
      party, as applicable).

            


    

     

    
      	
              (c)  

            	
              Company
      Automobile.  The Company will continue to provide the
      Executive with the use of his or her Company automobile, if any, under the
      terms available to the Executive on the Termination Date, until the
      earlier to occur of (i) the expiration of the applicable automobile lease
      or (ii) the last day of the Employment Period.  The Company will
      make such payments at the times as are necessary to continue the benefit
      and in accordance with the terms of the applicable
  lease.

            


    

     

    To the
extent the medical benefits or automobile lease payments described in
subsections (b) and (c) above are not exempt from Section 409A of the Code,
during the 6-month period described in Section 9(b), the Executive will pay such
expenses and be reimbursed at the end of the 6-month period in accordance with
Section 9(b).

     

    Total
Disability  or Death.  If, following a Change in
Control, the Executive’s employment with the Company terminates as a result of
his Total Disability or death, the Company will provide to the Executive or the
Executive’s estate, as the case may be,

     

    (i) the
Executive’s base salary at the time of the Executive’s Total Disability or death
that is unpaid at his Termination Date, through the Termination
Date;

     

    (ii) the
Executive’s annual bonus for the fiscal year prior to which the Executive
suffered a Total Disability or died, prorated on a per diem basis from the
beginning of the fiscal year in which the Terminate Date occurs through the
Termination Date; and

     

    (iii) any
other benefits to which the Executive is/was entitled but have yet to be
paid.

     

    Payments
of amounts due in connection with a termination of the Executive’s employment
with the Company s a result of the Executive’s Total Disability or death will be
made at the same time as specified for lump sum payments under Section 3(a)
above, except that the annual bonus with respect to the fiscal year of
termination will be paid during the 2 1⁄2 month period between the beginning of
the fiscal year following the fiscal year in which the Termination Date occurs
and the 15th day of
the third month following the fiscal year in which the Termination Date occurs
(i.e., between the following January 1 and March 15 for fiscal years ending
December 31).

     

    In
addition, all Company-sponsored or provided medical, dental, vision, and
prescription drug, plans, programs and arrangements, whether group or
individual, in which the Executive and the Executive’s eligible dependants
participated in as of the Termination Date shall be continued, at the Company’s
sole expense and cost, for a period of six (6) months from the Termination
Date.  In the event that the Executive’s participation in any such
plan, program or arrangement of the Company is prohibited, the Company will
arrange to provide the Executive with benefits substantially similar to those
which the Executive would have been entitled to receive under such plan, program
or arrangement, for such period.. To the extent the medical payments described
herein are not exempt from Section 409A of the Code, during the 6-month period
described in Section 9(b), the Executive will pay such expenses and be
reimbursed at the end of the 6-month period in accordance with Section
9(b).  The Company shall make the payments necessary to continue such
benefits on the Company’s customary payment date for such payments (whether to
the Executive or to a third party, as applicable).

     

    Company’s
Termination of Executive’s Employment with the Company for Cause or Executive’s
Termination of Employment with the Company for other than for Good
Reason. If,
following a Change of Control, the Company terminates the Executive’s employment
with the Company for Cause or the Executive terminates his employment with the
Company other than for Good Reason, the Company’s only obligation to the
Executive will be to pay the Executive’s base salary (as of the date of such
termination) that is unpaid on the Termination Date, through the Termination
Date.

    


    
      	
              4.  

            	
              Covenants
      of Executive.

            


    

     

    
      	
              (a)  

            	
              Release of
      Claims.  The Company’s payment and other obligations set
      forth in Section 3(a)-(c) of the Agreement shall be subject to the
      Executive’s executing and delivering to the Company a written release of
      any and all claims against the Company and all related parties with
      respect to all matters arising out of the Executive’s employment with the
      Company or the termination thereof (the “Release”), substantially in the
      form attached hereto.  Such release must be executed no later
      than thirty (30) days after the Termination Date.  The Company
      will not be obligated to perform its obligations under Section 3(a)-(c)
      until the Executive submits the executed Release, and then only if the
      Executive does not revoke his consent to the Release for a period of seven
      (7) days following the Executive’s execution of the
    Release.

            


    

     

    
      	
              (b)  

            	
              Non-Solicitation of Company
      Employees.  For a period of two (2) years after the
      Termination Date, the Executive will not solicit (i) any employee of the
      Company to discontinue that person’s employment relationship with the
      Company, (ii) any independent contractor to the Company to terminate that
      person’s contractual relationship with the Company, or (iii) any customer
      of the Company to terminate its business relationship with the
      Company.

            


    

     

    
      	
              (c)  

            	
              Confidentiality.  The
      Executive agrees to maintain for the benefit of the Company all secret or
      confidential information, knowledge or data (“Confidential Information”)
      relating to the Company and its businesses, disclosed to the Executive or
      known, learned, created or observed by the Executive as a consequence of
      or through employment by the Company, which information is not generally
      known in the relevant trade or industry, about the Company's business
      activities, services and processes, including, but not limited to,
      information concerning the Company's contracts, marketing strategies,
      management policies, data bases, government relations, regulatory
      compliance, manuals, publicity, research, finances, accounting, trade
      secrets, business plans, client or supplier lists and records, potential
      client or supplier lists, and client and supplier billing.  The
      Executive acknowledges that the Confidential Information is confidential
      to and a valuable asset of the Company and is proprietary to and includes
      trade secrets of the Company, and is an integral part of the goodwill of
      the Company.

            


    

     

    Notwithstanding
anything to the contrary contained in this Agreement, the restrictions on the
Executive’s disclosure and use of the Confidential Information shall not apply
to: (i) information, processes or techniques which are or become generally
known, other than through disclosure (whether deliberate or inadvertent) by the
Executive; (ii) disclosure of Confidential Information in judicial or
administrative proceedings to the extent the Executive is legally compelled to
disclose such information, provided that the Executive shall have used his or
her best efforts and shall have afforded the Company the opportunity to obtain
an appropriate protective order or other assurance reasonably satisfactory to
the Company of confidential treatment for the information required to be so
disclosed; or (iii) information that was or becomes available to the Executive
on a non-confidential basis from a third party that is not, to the Executive’s
knowledge after due inquiry, either bound by a confidentiality agreement with
the Company or otherwise prohibited from transferring the information to the
Executive.

     

    
      	
              (d)  

            	
              Construction.  If
      one or more of the provisions in Section 4 of this Agreement is for any
      reason held to be excessively broad as to scope, activity, subject or
      otherwise, so as to be unenforceable by law, such provision or provisions
      shall be construed by the appropriate judicial body by limiting or
      reducing them, so as to be enforceable to the maximum extent compatible
      with the applicable law as it shall then
appear.

            


    

     

    
      	
              (e)  

            	
              Injunctive
      Relief.  In addition to any other remedies that may be
      available at law, the Executive understands that any breach of the terms
      of Section 4 of this Agreement will result in irreparable injury to the
      Company, such as to entitle the Company to equitable relief, including,
      but not limited to, injunctive relief or the specific enforcement of this
      Agreement, as is appropriate.

            


    

     

    
      	
              5.  

            	
              Successors
      and Assigns.

            


    

     

    Except as
otherwise provided in this Agreement, this Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs,
representatives, successors and assigns.

     

    
      	
              (a)  

            	
              Company
      Successor.  The Company shall require any successor
      (whether direct or indirect, by purchase, merger, consolidation or
      otherwise) to all or substantially all of the business or assets of the
      Company, expressly to assume and agree to perform this Agreement in the
      same manner and to the same extent as the Company would be required to
      perform it if no such succession had taken place.  Failure of
      the Company to obtain such agreement prior to the effectiveness of any
      such succession shall be a breach of this Agreement and shall entitle the
      Executive to compensation from the Company in the same amount and on the
      same terms as the Executive would be entitled to hereunder if the
      Executive had given notice of termination for Good Reason as of the day
      immediately before such succession became effective and had specified that
      day in the notice of termination.  As used in this Agreement,
      the “Company” shall mean the Company as defined in the first sentence of
      this Agreement and any successor to all or substantially all its business
      or assets or which otherwise becomes bound by all the terms and provisions
      of this Agreement, whether by the terms hereof, by operation of law or
      otherwise.

            


    

     

    
      	
              (b)  

            	
              Executive’s
      Successor.  This Agreement shall inure to the benefit of
      and be enforceable by the Executive and the Executive’s personal or legal
      representatives and successors in interest under this
      Agreement.

            


    

     

    
      	
              6.  

            	
              Notice.

            


    

     

    Any
notice, demand or other communication required or permitted under this Agreement
shall be effective only if it is in writing and delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid, or
reputable overnight courier service, addressed to the respective addresses set
forth on the first page of this Agreement, provided that all notices to the
Company shall be directed to Chairman of the Compensation Committee, or to such
other address as either party may designate by notice to the other and shall be
deemed to have been given as of the date so personally delivered or
mailed.

     

    
      	
              7.  

            	
              Miscellaneous.

            


    

     

    
      	
              (a)  

            	
              No
      Waiver.   No term or condition of this Agreement may
      be waived in whole or in part unless by the party against whom enforcement
      of the modification or waiver is sought agrees in writing to such
      modification or waiver.  The failure of a party to insist upon
      strict adherence to any term of this Agreement on any occasion shall not
      be considered a waiver thereof or deprive that party of the right
      thereafter to insist upon strict adherence to that term or any other term
      of this Agreement.

            


    

     

    
      	
              (b)  

            	
              Section
      Headings.   Section headings are only for
      convenience of reference and do not affect the meaning of any provision of
      this Agreement.

            


    

     

    
      	
              (c)  

            	
              Severability.  The
      invalidity or unenforceability of any provision of this Agreement shall
      not affect the validity or enforceability of any other provision of this
      Agreement.

            


    

     

    
      	
              8.  

            	
              Employment
      Status.

            


    

     

    This
Agreement is not, and nothing herein shall be deemed to create, an employment
contract between the Executive and the Company or change the Executive’s
employment-at-will status. The Executive acknowledges that the rights of the
Company remain wholly intact to change or reduce at any time and from time to
time the Executive’s compensation, title, responsibilities, location, and all
other aspects of the employment relationship, or to discharge the Executive (or
for the Executive voluntarily to resign) prior to a Change in
Control.

     

    
      	
              9.  

            	
              Section 409A
      Compliance.

            


    

     

    
      	
              (a)

            	
              Intent to comply;
      interpretation.   Payments under this Agreement are
      intended to comply with Section 409A of the Code and this Agreement shall
      be interpreted to comply with Section
409A.

            


    

     

    
      	
              (b)

            	
              Six-month delay for certain
      “specified employees.”  Because Executive is a “specified
      employee” as defined under Section 409A of the Code, Section
      409A(a)(2)(B)(i) of the Code requires a 6-month delay for any payments
      that are not exempt from Section 409A and that are payable upon
      termination of employment.  Therefore, any such payments shall
      be made no earlier than the first day of the seventh month following the
      date of Executive’s separation from service or, if earlier, the date the
      Executive dies after his separation from
  service.

            


    

    


    
      	
              10.  

            	
              Tax
      Matters.

            


    

     

    
      	
              (a)

            	
              Withholdings.  The
      Company may withhold from any benefits payable under this Agreement all
      federal, state, city or other taxes as shall be required pursuant to any
      law or governmental regulation or
ruling.

            


    

     

    
      	
              (b)

            	
              Section 280G (golden
      parachutes).  The Company,  or a public
      accounting firm or other entity chosen by the Company, shall determine if
      any payments made pursuant to this Agreement, any supplement to this
      Agreement, or any other payment received or deemed to be received by
      Executive from the Company or any of its subsidiaries and affiliates, or
      from any pension, welfare or other compensation plan sponsored by the
      Company or its affiliates, is or will become subject to any excise tax
      under Section 4999 of the Code, or any similar tax payable under any
      federal or state, local or other law (“Excise Taxes”). If it is determined
      that any payment is or will become subject to any Excise Taxes, then the
      Company or its designate shall determine if the payment of the Excise
      Taxes, in addition to any federal, state, local or other income, excise or
      other taxes (“Other Taxes”) payable by the Executive with respect to the
      payments to be received, will cause the Executive to pay an amount of
      Excise and Other Taxes such that the net payment the Executive will
      receive after payment of all Excise and Other Taxes on such payment is
      less than what he would receive if the payment he would receive was
      reduced to the maximum amount payable  without imposition of any
      Excise Taxes (“Economic Detriment”).  If it is determined that
      the Executive will incur an Economic Detriment as the result of the
      receipt of  payments under this Agreement, the payment to the
      Executive under this Agreement shall be reduced to the maximum possible
      payment that can be paid to the Executive without his incurring any Excise
      Taxes.  If any payments are reduced under this Section 10(b),
      they shall be payments that would cause the Executive to incur an Economic
      Detriment as described above and  shall come  from
      first, any lump sum payments due to the Executive other than the annual
      bonus payable for the fiscal year of termination under Section 3(a)(iv) or
      3(ii) in the case of Total Disability or death, next, from the bonus
      payable for the fiscal year of termination under Section 3(a)(iv),
      followed by any automobile reimbursement and then by any medical payments
      due to the Executive.

            


    

    


    
      	
              11.  

            	
              Non-assignability.
  

            


    

    


    This
Agreement is personal in nature and neither of the parties hereto shall, without
the consent of the other, assign or transfer this Agreement or any rights or
obligations hereunder, except as provided in Article 5
hereof.  Without limiting the foregoing, the Executive’s right to
receive payments hereunder shall not be assignable or transferable, whether by
pledge, creation of a security interest or otherwise, other than a transfer by
the Executive’s will or by the laws of intestacy, and in the event of any
attempted assignment or transfer contrary to this Article 10, the Company shall
have no liability to pay any amount so attempted to be assigned or
transferred.

     

    
      	
              12.  

            	
              Mediation/Arbitration.

            


    

     

    With the
exception of the covenants of the Executive set forth in Section 4 of this
Agreement, the parties shall endeavor to resolve any dispute arising out of, or
relating to, this Agreement by mediation under the International Institute for
Conflict Prevention and Resolution (“CPR”) Mediation Procedure for Business
Disputes. Unless the parties agree otherwise, the mediator will be selected from
the CPR Panel of Neutrals with notification to CPR. Any controversy or claim
arising out of or relating to this contract or the breach, termination or
validity thereof, which remains unresolved forty-five (45) days after
appointment of a mediator, shall be settled by arbitration by a sole arbitrator
in accordance with the CPR Non-administered Arbitration Rules, and judgment upon
the award rendered by the arbitrator may be entered by any court having
jurisdiction thereof.

     

    
      	
              13.  

            	
              Governing
      Law.

            


    

     

    This
Agreement shall be governed by applicable federal law and the internal law of
the State of New Jersey without reference to its choice of law rules or to any
other rule of any jurisdiction that would cause the application of rules other
than the jurisdiction of the State of New Jersey.

     

    
      	
              14.  

            	
              Entire
      Agreement.

            


    

     

    This
Agreement constitutes the entire understanding of the parties relating to the
subject matter hereof and supersedes all prior agreements, understandings and
representations, whether oral or written, relating to the subject matter
hereof.

     

    
      	
              15.  

            	
              term;
      Termination of agreement.

            


    

     

    Subject
to the terms of the next sentence, the term of this Agreement shall commence on
the date first set forth above and shall end on April 8, 2011; provided, however, that the
Agreement shall continue in effect for successive periods of one year thereafter
unless either the Company or the Executive gives written notice of intent to
terminate the Agreement at least six (6) months prior to the expiration of the
then-current term of the Agreement.  This Agreement shall automatically
terminate if, before a Change in Control occurs, either the Company terminates
the Executive's employment or the Executive terminates his employment with the
Company, in either case for any reason.  For purposes of this Agreement, a
termination of the Executive's employment shall be deemed to have occurred when
the Executive ceases active employment with the Company, even if the Executive
remains on the Company’s payroll as an inactive employee.  The termination
of this Agreement will not affect the obligation of the Company to make payments
or provide benefits to which the Executive became entitled before such
termination.

     

    
      	
              16.  

            	
              Counterparts.

            


    

     

    This
Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts will together
constitute but one Agreement.

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    In Witness Whereof, the
Company and the Executive have executed and delivered this Agreement as of the
date first above written.

     

    


     

    Hooper
Holmes, Inc.

    


    


    


    By: /s/ William F.
Kracklauaer

          Name:  William
F. Kracklauer

          Title: Sr.
Vice President,

        General
Counsel, 

                                                                                                                       
Secretary

    


    Executive

    


    


    


    /s/ Roy H.
Bubbs

    Name: Roy H. Bubbs