CARDIONET INC (Form: 8-K, Received: 01/28/2009 17:07:13)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 22, 2009

CardioNet, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33993	33-0604557
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

227 Washington Street #300 Conshohocken, PA		19428
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (610) 729-7000

Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On January 26, 2009, CardioNet, Inc. (“we,” “us,” “our” or the “Company”) issued a press release describing, among other things, the appointment of Randy Thurman as Interim President and Chief Executive Officer (see Item 5.02 below). In the press release, we reconfirmed our full year 2008 revenue guidance at the high end of the range of $117.0 million to $120.0 million. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Cohen Employment Agreement

On January 26, 2009, we announced that, effective January 22, 2009, Arie Cohen, the Company’s President and Chief Executive Officer, left the Company to pursue other interests. Mr. Cohen’s departure constituted a termination without “cause” under the employment agreement, dated November 14, 2008, between us and Mr. Cohen. In connection with his departure, Mr. Cohen resigned from our Board of Directors as well as all other positions as an officer or director of our subsidiaries.

Under his employment agreement, because Mr. Cohen was terminated without “cause,” he is entitled to receive a severance payment of $1,710,000, to be paid in twenty-four (24) monthly installments of $71,250, that consists of the following: (i) an amount equal to $900,000, which represents two times (2.0x) Mr. Cohen’s base salary of $450,000, plus (ii) an amount equal to $810,000, which represents two times (2.0x) his on-target annual performance incentive bonus of $405,000. We also agreed to pay Mr. Cohen $400,000 for his contributions to the Company during 2008. The payment of these amounts is subject to Mr. Cohen’s execution and non-revocation of a Release and Waiver of Claims, which Mr. Cohen executed on January 25, 2009. This release and waiver is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Under his employment agreement, Mr. Cohen will also receive an amount equal to his accrued base salary and unused vacation through January 22, 2009, and reimbursement for certain taxes arising from the relocation benefits he received. Mr. Cohen will also be eligible for continued participation in our medical, dental and vision plans for a period ending on the earlier of: (i) January 22, 2011, or (ii) the date on which Mr. Cohen becomes eligible to enroll in any similar plan offered by another employer, at the same premium rates and cost sharing as may be charged from time to time for our employees generally, as if Mr. Cohen had continued to be employed by the Company during such period.

The foregoing description of certain terms of Mr. Cohen’s employment agreement is qualified in its entirety by reference to the copy of the employment agreement which is attached as Exhibit 99.3 to this report and is incorporated by reference herein.

Thurman Letter Agreement

On January 28, 2009, we entered into a letter agreement with Randy Thurman pursuant to which Mr. Thurman, who currently serves as the Executive Chairman of our Board of Directors, has agreed to also serve as our interim President and Chief Executive Officer (“interim CEO”). The term of the letter agreement commences on January 28, 2009 and continues until terminated in accordance with the terms of the letter agreement. Except with respect to the continued vesting of equity grants previously made to Mr. Thurman while serving as Executive Chairman of our Board of Directors, the letter agreement supersedes and replaces the letter agreement we previously entered into with Mr. Thurman dated July 7, 2008 (the “Chairman Agreement”) regarding the terms and conditions of Mr. Thurman’s service as Executive Chairman of our Board of Directors. Upon our selection and hiring of a permanent Chief Executive Officer, Mr. Thurman will cease to serve as interim CEO but will continue as Executive Chairman and the terms and conditions provided by the Chairman Agreement will be fully reinstated.

Pursuant to the terms of the letter agreement, Mr. Thurman is entitled to a base salary of $500,000. Mr. Thurman will be eligible to participate in our Management Incentive Plan (the “MIP”) in accordance with its terms. Mr. Thurman’s target annual bonus opportunity under the Management Incentive Plan will be 100% of base salary. Any bonus Mr. Thurman earns will be paid based on actual performance for the year in question, in accordance with the MIP; provided that there will be no requirement that Mr. Thurman be employed on the payment date of such bonus and such bonus (if earned) will be prorated for 2009 and any other partial year of employment on the basis of a three hundred sixty-five (365) day fiscal year. In addition, Mr. Thurman will be eligible to participate in our Long Term Incentive Plan (the “LTIP”) for the period he serves as interim CEO at level commensurate with the position of Chief Executive Officer. His receipt of awards under the LTIP will be subject in all respects to the terms and conditions of the LTIP, as in effect from time to time; provided any award under the LTIP will be prorated for 2009 and any other partial year of employment on the basis of a three hundred sixty-five (365) day fiscal year. If Mr. Thurman voluntarily resigns from the position of interim CEO prior to the time a permanent Chief Executive Officer has been hired or otherwise materially breaches the letter agreement, he will not be entitled to any bonus or LTIP payment, pro rata or otherwise.

Mr. Thurman will receive the restricted stock unit award under our 2008 Equity Incentive Plan (the “2008 Plan”) with respect to a number of shares of common stock of the Company representing eight thousand dollars ($80,000) made to all directors and approved by the Board on January 22, 2009. In consideration for accepting the interim CEO role and, in addition to the foregoing base salary, bonus and LTIP opportunity, as soon as practicable following the date of the letter (and in lieu of any award made to directors of the Company in May 2009), Mr. Thurman will receive an additional restricted stock unit award with respect to a number of shares of common stock of the Company representing eighty thousand dollars ($80,000) as of the date of grant. The restricted stock units will be subject to the same terms and will vest on substantially the same terms as restricted stock unit awards granted to non-employee members of our board. Other than the January 22, 2009 director grant, for so long as Mr. Thurman is employed by the Company, he will no longer be eligible for grants under compensatory arrangements in place for non-employee members of the Board on and after January 28, 2009.

As a condition of Mr. Thurman’s employment as interim CEO, he must execute and abide by the Company’s Proprietary Information and Inventions Agreement will be subject to non-competition restrictions during his employment and for a period of one-year following the termination of his employment with the Company for any reason.

Mr. Thurman’s employment with us is at will and may be terminated by us at any time and for any reason, or for no reason. Upon any termination by us, Mr. Thurman agrees to resign all positions, including as an officer and, if applicable, as a director or member of the board or any committee thereof. Unless otherwise determined by our board, termination of Mr. Thurman’s employment as interim CEO will not affect his status as a director.

The foregoing description of the letter agreement between us and Mr. Thurman is qualified in its entirety by reference to the copy of the letter agreement which is attached as Exhibit 99.4 and which is incorporated by reference herein.

Mr. Thurman, 59, has served as our Executive Chairman and a member of our Board of Directors since July 2008. Since May 2008 Mr. Thurman has served as a Senior Advisor to New Mountain Capital, LLC, a private and public equity investment firm. From July 2007 through June 2008 Mr. Thurman served as a consultant to Cardinal Health, Inc., a global healthcare provider. From April 2001 until its acquisition by Cardinal Health, Inc. in July 2007, Mr. Thurman served as Chief Executive Officer of VIASYS Healthcare Inc., a healthcare technology company. Mr. Thurman also served as Chairman of the Board of Directors and President of VIASYS Healthcare Inc. from November 2001 and July 2004, respectively, until the time of its acquisition by Cardinal Health, Inc. From 1996 to April 2001, Mr. Thurman served as Chairman and Chief Executive Officer of Strategic Reserves LLC, a privately held company providing funding and strategic direction to healthcare technology companies. From 1993 to 1996, Mr. Thurman was Chairman and CEO of Corning Life Sciences, Inc., which was a global leader in clinical laboratory testing, pharmaceutical research and esoteric reference testing. Concurrent with the aforementioned positions, Mr. Thurman served as Chairman of the Board of Directors of Enzon Pharmaceuticals, Inc. from 1994 to 2001. From 1984 to 1993, Mr. Thurman held various positions at Rhone-Poulenc Rorer Pharmaceuticals, Inc., a global pharmaceutical company.

Compensation Program for Non-Employee Directors

Also on January 22, 2009, the Board adopted the Compensation Program for Non-Employee Directors (the “Non-Employee Director Compensation Program”), effective as of the date of the 2009 annual meeting of the Company’s stockholders for new and continuing Non-Employee Directors. All capitalized terms used in the following description of the Non-Employee Director Compensation Program have the meanings set forth in the 2008 Plan.

Initial Restricted Stock Unit Award . Upon his or her first election or appointment as a member of the Board, a Non-Employee Director will receive a Restricted Stock Unit Award under the 2008 Plan representing the right to receive that number of shares of Common Stock determined by dividing $80,000 by the Fair Market Value of a share of Common Stock on the award date. The Restricted Stock Units will be fully vested as of the award date and will be distributed in the form of Common Stock on the earliest to occur of the non-employee director’s death, Disability or “separation from service” (as defined in the Internal Revenue Code of 1986, as amended (the “Code”)), or a 409A Change in Control, which means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in the Code.

Annual Awards . For each year of service as a Non-Employee Director beginning with 2009, each Non-Employee Director continuing in service as a Non-Employee Director after the annual meeting will receive the following:

Annual Retainer . At the individual’s election, each Non-Employee Director will receive either a cash award of $50,000 (the “Retainer Amount”) (paid in four quarterly installments over the calendar year as of the last day of each calendar quarter beginning with the first calendar quarter following the date of the annual meeting) or a Nonstatutory Stock Option to purchase that number of shares of Common Stock equal to (a) 300% of the portion, if any, of the Retainer Amount the Non-Employee Director elects to have converted into a Nonstatutory Stock Option divided by (b) the stock option value used by the Company for financial reporting purposes under SFAS 123(R). For example, if the SFAS 123(R) stock option value on the award date is $10 and the Non-Employee Director elects to convert the full retainer amount, then the Non-Employee Director would receive a Nonstatutory Stock Option to purchase 15,000 shares of Common Stock. To the extent a Non-Employee Director elects to receive his retainer in the form of a Nonstatutory Stock Option, the Nonstatutory Stock Option will be awarded under the 2008 Plan as of the date of the annual meeting of the Company’s stockholders and will vest in four quarterly installments as of the last day of each calendar quarter beginning with the first calendar quarter following the date of the annual meeting so long as the Non-Employee Director remains in the Continuous Service of the Board as of each vesting date. Each such Nonstatutory Stock Option will have a ten-year term and once vested, will remain exercisable for the entire ten-year term except in the event a Non-Employee Director is terminated for cause in which case the option will immediately terminate . Each Non-Employee Director must irrevocably elect the form of in which his or her retainer for each year will be paid prior to the date of the annual meeting of the Company’s stockholders in that year. The election may be made in 50% increments (ranging from 0% to 100%) and the increments may vary from year to year. If a Non-Employee Director fails to make an election, such Non-Employee Director’s retainer shall be paid in cash.

Annual Restricted Stock Unit Award . Each Non-Employee Director will receive a Restricted Stock Unit Award under the 2008 Plan as of the date of the annual meeting of the Company’s stockholders representing the right to receive that number of shares of Common Stock determined by dividing $80,000 by the Fair Market Value on the award date. The Restricted Stock Units will be fully vested as of the award date and will be distributed on the earliest to occur of the Non-Employee Director’s death, Disability or “separation from service,” or a 409A Change in Control.

Committee Chairperson Retainer . Non-Employee Directors serving as chairpersons of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and the Medical Advisory Board will receive additional annual cash compensation as follows:

· Audit Committee Chair: $15,000

· Compensation Committee Chair: $10,000

· Nominating and Corporate Governance Committee Chair: $10,000

· Medical Advisory Board Chair: $10,000

Committee Member Retainer . Non-Employee Directors serving as chairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee will receive additional annual cash compensation as follows:

· Audit Committee Member: $7,500

· Compensation Committee Member: $5,000

· Nominating and Corporate Governance Committee Member: $5,000

Non-Employee Director Sale Restrictions and Holding Requirements . The Non-Employee Director Compensation Program also provides that each Non-Employee Director will be required to hold any Common Stock acquired by such Non-Employee Director on or after January 22, 2009, whether pursuant to the terms of an award of equity compensation by the Company or purchased by the Non-Employee Director on the open market , through the date of the Non-Employee Director’s separation from service with Board for any reason (for the avoidance of doubt, this policy does not apply to shares acquired by a Non-Employee Director prior to January 22, 2009 whether pursuant to the terms of an award of equity compensation by the Company or purchased by the Non-Employee Director on the open market) . Sales made by a Non-Employee Director pursuant to the terms of a valid 10b5-1 plan or in connection with a broker assisted exercise of a Stock Option (as defined in the 2008 Plan) where shares of Common Stock are sold to satisfy payment of the exercise price will not be deemed to violate this requirement. To the extent a Non-Employee Director is employed by a fund and such Non-Employee Director’s equity compensation from the Company is treated as the fund’s compensation (or otherwise as an economic right of the fund) pursuant to the terms of the arrangement in place between the Non-Employee Director and the fund, the foregoing restrictions will not apply. Equity awards issued under the 2008 Plan may be transferred in accordance with the applicable provisions of the 2008 Plan, subject to Board approval, if applicable. If shares or equity awards are transferred (subject to any required approval) for estate planning or gift purposes, such transfers will not be deemed to violate this requirement.

In addition, each Non-Employee Director must hold $200,000 worth of Common Stock within two years of the date such Non-Employee Director joins the Board. The foregoing requirement maybe satisfied through restricted stock units, vested options or personal holdings.

The foregoing description of the Non-Employee Director Compensation Program is qualified in its entirety by reference to the description of the Non-Employee Director Compensation Program which is attached as Exhibit 99.5 to this report and is incorporated by reference herein.

Restricted Stock Unit Grants

The Board approved a grant of 3,781 restricted stock units under the 2008 Plan to each of following directors: Ronald A. Ahrens, Fred Middleton, Kirk E. Gorman, Woodrow A. Myers Jr., M.D., Randy H. Thurman, Eric N. Prystowsky, M.D and Robert J. Rubin, M.D. These grants were fully vested upon issuance and will be distributed in the form of common stock on the earliest to occur of the non-employee director’s death, Disability (as defined in the 2008 Plan), “separation from service” (within the meaning of such term under section 409A(a)(2)(A)(i) of the Code or a 409A Change in Control (as defined below). For purposes of this program, a “409A Change in Control” is a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in section 409A(a)(2)(A)(v) of the Code.

Upon adoption of the Non-Employee Director Compensation Program, the Board determined that, unless it determines otherwise, no further grants shall be made after January 22, 2009 under the Company’s 2008 Non-Employee Directors’ Stock Option Plan.

Item 9.01		Financial Statements and Exhibits.

	(d)	Exhibits.

Exhibit Number		Exhibit Title
99.1		Press Release by the Company, dated January 26, 2009
99.2		Release and Waiver of Claims, dated January 25, 2009, by Arie Cohen
99.3		Employment Agreement, dated November 14, 2008, between Arie Cohen and the Company
99.4		Letter Agreement, dated January 28, 2009, between Randy Thurman and the Company
99.5		Compensation Program for Non-Employee Directors

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CardioNet, Inc.


January 28, 2009	By:	/s/ Martin P. Galvan

		Name: Martin P. Galvan
		Title: Chief Financial Officer

Exhibit Index

Exhibit Number		Exhibit Title
99.1		Press Release by the Company, dated January 26, 2009
99.2		Release and Waiver of Claims, dated January 25, 2009, by Arie Cohen
99.3		Employment Agreement, dated November 14, 2008, between Arie Cohen and the Company
99.4		Letter Agreement, dated January 28, 2009, between Randy Thurman and the Company
99.5		Compensation Program for Non-Employee Directors

EXHIBIT 99.1

PRESS RELEASE

CARDIONET BOARD OF DIRECTORS APPOINTS RANDY THURMAN INTERIM PRESIDENT AND CHIEF EXECUTIVE OFFICER

Reconfirms Full Year 2008 Financial Guidance; Schedules Investor Conference Call

CONSHOHOCKEN, Pa., Jan 26, 2009 (BUSINESS WIRE) — CardioNet, Inc. (NASDAQ:BEAT), a leading wireless medical technology company with an initial focus on the diagnosis and monitoring of cardiac arrhythmias, announced today that the Board of Directors has appointed Randy Thurman, currently the Board’s Executive Chairman, as Interim President and Chief Executive Officer, effective immediately. The Board also announced that it has commenced a search for a permanent replacement for departing President and Chief Executive Officer, Arie Cohen, who has left the company to pursue other interests.

Mr. Thurman most recently served as Chairman and CEO of VIASYS Healthcare Inc., a global medical technology company that was acquired by Cardinal Health in June 2007 for $1.5 billion. From VIASYS’ successful IPO in 2001 to 2007, Mr. Thurman spearheaded an aggressive growth strategy that increased the Company’s revenues from $320 million to $700 million and positioned the Company to consummate twelve strategic acquisitions over a six-year period. His leadership also enabled VIASYS to expand its enterprise value more than fourfold during that time. In 2007, VIASYS was named by Smart Money as one of the “Ten Stocks for the Next Ten Years.”

Prior to VIASYS, Mr. Thurman was Chairman of the Board and CEO of Corning Life Sciences, a diversified medical technology company with a focus in contract pharmaceutical research, contract biologic manufacturing and clinical diagnostic testing. Earlier in his career, Mr. Thurman was President of Rhone-Poulenc Rorer Pharmaceuticals Inc., a global, research-based pharmaceutical company. Mr. Thurman was named by Ernst and Young as Entrepreneur of the Year in healthcare technology in 2007. He is currently Senior Advisor to New Mountain Capital, LLC, a leading private and public equity investment firm.

Mr. Thurman said, “I believe CardioNet is one of the most exciting opportunities in the medical technology arena. I am pleased to accept the position as Interim President and Chief Executive Officer and to work with the other Board members to identify a permanent CEO to lead CardioNet. The Board’s mission is to recruit an executive with the skills to lead our experienced management team in leveraging the CardioNet System and building a world class organization focused on providing the physician community with the best-in-class wireless monitoring system that allows for the more effective diagnosis and management of arrhythmias. I believe there is substantial opportunity for adoption of this state-of-the-art technology by new physicians and payers through increased conversion from event monitoring devices and greater overall utilization of our system in physicians’ practices. In the interim, I will provide the leadership, working closely with the existing management team, to assure that CardioNet’s business remains robust and that we continue to make progress on our business plan. Also, I will remain as Executive Chairman to work with the new CEO.

“I want to thank Arie for his commitment to CardioNet and his leadership in bringing the Company to public ownership. We wish him the best in his future endeavors.”

Separately, the company reconfirmed its full year 2008 revenue guidance at the high end of the range of $117.0 million to $120.0 million.

Conference Call

CardioNet, Inc. will host an investor conference call on Tuesday, January 27, 2009 at 8:30 AM Eastern Time. The call will be simultaneously webcast on the investor information page of the Company’s website, www.cardionet.com. The call will be archived on the website and will also be available for two weeks via phone at 888-286-8010, access code 55241846.

About CardioNet, Inc.

CardioNet is the leading provider of ambulatory, continuous, real-time outpatient management solutions for monitoring relevant and timely clinical information regarding an individual’s health. CardioNet’s initial efforts are focused on the diagnosis and monitoring of cardiac arrhythmias, or heart rhythm disorders, with a solution that it markets as the CardioNet System. More information can be found at http://www.cardionet.com.

Forward Looking Statements

This press release includes certain forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995 regarding, among other things, our growth prospects, the prospects for our products and our confidence in the Company’s future. These statements may be identified by words such as “expect”, “anticipate”, “estimate”, “project”, “intend”, “plan”, “believe”, and other words and terms of similar meaning. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including important factors that could delay, divert, or change any of them, and could cause actual outcomes and results to differ materially from current expectations. These factors include, among other things, the success of our sales and marketing initiatives, our ability to attract and retain talented executive management and sales personnel, the commercialization of new products, market factors, internal research and development initiatives, partnered research and development initiatives, competitive product development, changes in governmental regulations and legislation, changes to reimbursement levels for our products, the continued consolidation of payors, acceptance of our new products and services and patent protection and litigation. For further details and a discussion of these and other risks and uncertainties, please see our public filings with the Securities and Exchange Commission, including our latest periodic report on Form 10-K or 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

EXHIBIT 99.2

RELEASE AND WAIVER OF CLAIMS

I, Arie Cohen, hereby furnish CARDIONET, INC. (the “Company” ), with the following release and waiver ( “Release and Waiver” ) in consideration of the payments and other benefits set forth herein. Specifically, pursuant to Sections 4.5.3(i) and (iii) of my Employment Agreement of November 14, 2008 (the “Employment Agreement” ), in exchange for executing this Release and Waiver, I shall receive the following:

· severance in an amount equal to two times (2.0x) my base salary (currently $450,000) plus two times (2.0x) on-target annual performance incentive bonus in effect at the time of termination (2008 target is 90% of base salary, or $405,000). The severance, which totals $1,710,000, shall be paid in twenty-four (24) monthly installments of $71,250 per month commencing within sixty (60) days of the date of my termination. I acknowledge and understand that such payments are subject to required tax withholdings and deductions.

· continued participation in the medical, dental and vision plans (if I, my spouse or dependents are enrolled in such plans as of the date of my termination) until the earlier of (a) the date that is twenty-four (24) months after the date of my termination or (b) the date I become eligible to enroll in any similar plan offered or provided by an employer other than the Company, at which point I agree to notify the Company in writing that I have become so eligible to enroll. I understand and acknowledge that I may continue to participate in the Company plans set forth in this paragraph at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if I had continued in employment with the Company during the twenty-four (24) month period.

In addition to the above consideration, although I acknowledge and understand that I am not eligible to receive any bonus under the terms of the Company’s 2008 Management Incentive Plan, because my employment has been terminated and I will not be employed on the date when any such bonus would be paid under the terms of the Management Incentive Plan, the Company agrees to provide me a lump sum payment of $400,000, subject to any applicable tax withholding requirements, if I execute, and do not revoke, this Release and Waiver. Such payment, which I acknowledge I am not otherwise entitled to receive, shall be paid on the earlier of (a) the 10th business day following my execution of this Release and Waiver or (b) the sixtieth (60th) day following the date of my termination, in each case so long as I do not revoke the Release and Waiver during the seven day revocation period identified below.

In exchange for the consideration provided to me by Sections 4.5.3(i) and (iii) of the Employment Agreement and as set forth above, which I acknowledge I am not otherwise entitled to receive, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and Waiver. This general

release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) ( “ADEA” ), and the Pennsylvania Human Rights Act (as amended) (“ PHRA ”). Notwithstanding the foregoing, I shall be entitled to enforce the terms of any employee benefit plan of the Company in which I am, on the date of this Release and Waiver, due a benefit, and to be indemnified by the Company as to any liability, cost or expense for which I would have been indemnified during employment, in accordance with the bylaws of the Company, for actions taken on behalf of the Company within the scope of my employment with the Company.

I acknowledge and understand that I am not being terminated within thirty (30) days immediately preceding or within the twelve months immediately following a Corporate Transaction as defined in Section 4.6.4 of the Employment Agreement, and therefore, I am not eligible to receive the benefits provided in Section 4.5.3(ii) of the Employment Agreement in exchange for executing this Release and Waiver.

I also acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “ A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. ” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims I may have against the Company.

I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am forty (40) years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney prior to executing this Release and Waiver; and (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not be effective until the seven (7) day revocation period has expired without my having previously revoked this Release and Waiver.

Pursuant to Section 5 of the Employment Agreement, I acknowledge my continuing obligations under my Proprietary Information and Inventions Agreement. Pursuant to the Proprietary Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information and Inventions Agreement.

During the twenty-four (24) month period in which I am receiving severance payments, I acknowledge and understand my obligation to comply with the terms of Section 2.2 of the Employment Agreement, whereby I agree not to engage in competition with the Company and/or any of its affiliates as defined in that paragraph of the Employment Agreement. I understand and agree that my right to the severance payments set forth in this document is contingent upon my continued compliance with the provisions of Section 2.2 of my Employment Agreement.

I agree, covenant and promise that I will not in any way communicate the terms of this Release and Waiver to any person other than my immediate family, my attorney and my financial consultant or when necessary to enforce this Release and Waiver or to advise a third party of my obligations under this Release and Waiver. I agree not to disparage the name, business reputation or business practices of the Company, or any of its subsidiaries or Affiliates, or their respective officers, employees and directors.

This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company.

Date: January 25, 2009		By:	/s/ Arie Cohen
			Arie Cohen

EXHIBIT 99.3

CARDIONET, INC.
EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement” ) is made and entered into effective as of November 14, 2008 (the “ Effective Date ”) by and among CARDIONET, INC. (the “Company” ) and ARIE COHEN (the “Executive” ). The Company and Executive are hereinafter collectively referred to as the “Parties” , and individually referred to as a “Party” . This Agreement supersedes all prior and contemporaneous oral or written employment agreements or arrangements between Executive and the Company.

RECITALS

A. The Company desires assurance of the association and services of Executive in order to retain Executive’s experience, skills, abilities, background and knowledge, and is willing to continue to engage Executive’s services on the terms and conditions set forth in this Agreement.

B. Executive desires to continue to be in the employ of the Company, and is willing to accept such continued employment on the terms and conditions set forth in this Agreement.

C. Executive and the Company hereby acknowledge and agree that, except as provided in Section 3.8, effective as of the Effective Date, this Agreement shall supersede and replace that certain employment agreement by and between Executive and the Company dated November 24, 2007 (the “ Prior Agreement ”) in its entirety.

AGREEMENT

In consideration of the foregoing Recitals and the mutual promises and covenants herein contained, and for other good and valuable consideration, the Parties, intending to be legally bound, agree as follows:

1. EMPLOYMENT.

1.1 Title. Effective as of the Effective Date, Executive’s position shall be the Company’s Chief Executive Officer ( “CEO”) , subject to the terms and conditions set forth in this Agreement.

1.2 Term. The term of this Agreement shall begin on the Effective Date and shall continue until it is terminated pursuant to Section 4 herein (the “Term” ).

1.3 Duties. Executive shall do and perform all services, acts or things necessary or advisable to manage and conduct the business of the Company and that are normally associated with the position of CEO. Executive shall report to the Board of Directors of the Company.

1.4 Policies and Practices. The employment relationship between the Parties shall be governed by this Agreement and by the policies and practices established by the Company and the Company’s Board of Directors, or any committee thereof to which the Company’s Board of Directors has delegated responsibility for compensation matters, (the “Board” ). In the event that the terms of this Agreement differ from or are in conflict with the Company’s policies or practices or the Company’s Employee Handbook, this Agreement shall control.

1.5 Location . Unless the Parties otherwise agree in writing, during the Term Executive shall perform the services Executive is required to perform pursuant to this Agreement at the Company’s offices in Conshohocken, Pennsylvania; provided, however , that the Company may from time to time require Executive to travel temporarily to other locations in connection with the Company’s business.

2. LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.

2.1 Loyalty . During Executive’s employment by the Company, Executive shall devote Executive’s full business energies, interest, abilities and productive time to the proper and efficient performance of Executive’s duties under this Agreement.

2.2 Covenant not to Compete . During the Term, and during any period thereafter in which Executive is receiving severance benefits from the Company, Executive shall not engage in competition with the Company and/or any of its Affiliates (as defined below), either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services that are in the same field of use or which otherwise compete with the products or services of the Company, except with the prior written consent of the Board. For purposes of this Agreement, “Affiliate,” means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity.

2.3 Agreement not to Participate in Company’s Competitors . During the Term, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business, or prospects, financial or otherwise, or in any company, person, or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by Executive, in professionally managed funds over which Executive does not have control or discretion in investment decisions, or as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this Section 2.3.

3. COMPENSATION OF EXECUTIVE.

3.1 Base Salary. The Company shall pay Executive a base salary at the annualized rate of Four Hundred Fifty Thousand Dollars ($450,000) (the “Base Salary” ), less payroll deductions and all required withholdings, payable in regular periodic payments in accordance with the Company’s normal payroll practices. The Base Salary shall be prorated for any partial year of employment on the basis of a three hundred sixty-five (365) day fiscal year.

3.2 Discretionary Bonus. In addition to Executive’s Base Salary, Executive shall be eligible to receive an annual discretionary bonus under the Company’s Management Incentive Program. The bonus amount Executive may receive, if any, shall be discretionary and based upon the target bonus amount determined by the Board and the other criteria set forth in the Management Incentive Program as determined by and evaluated by the Board in its sole and absolute discretion. Any bonus earned by Executive shall be paid in accordance with the Company’s Management Incentive Program.

3.3 Expense Reimbursements. The Company shall reimburse Executive for all reasonable business expenses Executive incurs in conducting his duties hereunder, pursuant to the Company’s usual expense reimbursement policies, but in no event later than thirty (30) days after the end of the calendar month following the month in which such expenses were incurred by Executive; provided that Executive supplies the appropriate substantiation for such expenses no later than the end of the calendar month following the month in which such expenses were incurred by Executive.

3.4 Changes to Compensation. Executive’s compensation shall be reviewed periodically and may be changed from time to time in the Company’s sole discretion.

3.5 Employment Taxes . All of Executive’s compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company.

3.6 Benefits . Executive shall, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any benefit plan or arrangement that may be in effect from time to time and made available to the Company’s senior management employees. Executive shall also be eligible for paid vacation and paid Company holidays in accordance with Company policy.

3.7 Indemnification . The Company shall, to the maximum extent permitted by law, indemnify and hold Executive harmless against any costs and expenses, including reasonable attorneys’ fees, judgments, fines, settlements and other amounts incurred in connection with any proceeding arising out of, by reason of or relating to Executive’s employment by the Company. The Company shall also advance to Executive any costs and expenses incurred in defending any such proceeding to the maximum extent permitted by law. The Company shall also provide Executive with coverage as a named insured under a directors and officers liability insurance policy maintained for the Company’s directors and officers. The Company shall continue to maintain directors and officers liability insurance for the benefit of Executive during the Term and for at least three (3) years following the termination of Executive’s employment with the Company. This obligation to provide insurance and indemnify Executive shall survive expiration or termination of this Agreement with respect to proceedings

or threatened proceedings based on acts or omissions of Executive occurring during Executive’s employment with the Company or with any of its Affiliates. Such obligations shall be binding upon the Company’s successors and assigns and shall inure to the benefit of Executive’s heirs and personal representatives.

3.8 Relocation“Gross-Up” Payments. Executive shall be entitled to reimbursement by the Company for the income, employment, and any other taxes arising from the Relocation Benefits and Sale of Home Benefits each as defined in the Prior Agreement (collectively, the “Benefits” ) previously provided to him by the Company, so that Executive shall be fully reimbursed for any taxes associated with the Benefits and any payments to reimburse Executive for such taxes (the “Gross Up Amount” ). The Gross Up Amount shall be paid by the Company to Executive promptly following receipt by the Company of Executive’s calculation of the Gross Up Amount in connection with the preparation of Executive’s federal income tax return for the tax year 2008, but not later than December 31 of the calendar year next following the calendar year in which Executive or the Company (as applicable) remits the taxes for which the Gross-Up Amount is being paid. If the parties cannot agree on the Gross Up Amount, either party may elect that an accounting firm selected by the Company and reasonably satisfactory to the Executive (an “Accountants” ) make an independent determination of the Gross up Amount, which determination shall be binding on both parties hereto. In such an event the Company and Executive shall each furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 3.8. The Company shall bear all costs that the Accountants may reasonably incur in connection with any calculations contemplated by this Section 3.8.

4. TERMINATION.

4.1 Termination by the Company . Executive’s employment with the Company is at will and may be terminated by the Company at any time and for any reason, or for no reason, including, but not limited to, under the following conditions. Upon any termination by the Company, Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and Affiliates.

4.1.1 Termination by the Company for Cause . The Company may terminate Executive’s employment under this Agreement for “Cause” (as defined below) by delivery of written notice to Executive. Any notice of termination given pursuant to this Section 4.1.1 shall effect termination as of the date of the notice, or as of such other date as specified in the notice.

4.1.2 Termination by the Company without Cause . The Company may terminate Executive’s employment under this Agreement without Cause at any time and for any reason, or for no reason. Such termination shall be effective on the date Executive is so informed, or as otherwise specified by the Company.

4.2 Termination by Executive . Executive’s employment with the Company is at will and may be terminated by Executive at any time and for any reason, or for no reason, including, but not limited to, under the following conditions. Upon any termination by

Executive, Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and Affiliates.

4.2.1 Termination by Executive for Good Reason . Executive may terminate his employment under this Agreement for “Good Reason” (as defined below) in accordance with the procedures specified in Section 4.6.2 below.

4.2.2 Without Good Reason . Executive may terminate Executive’s employment hereunder for other than Good Reason upon thirty (30) days’ written notice to the Company.

4.3 Termination for Death or Complete Disability . Executive’s employment with the Company shall automatically terminate effective upon the date of Executive’s death. In addition, subject to the requirements of applicable law, the Company may terminate Executive’s employment due to Executive’s Complete Disability (as defined below).

4.4 Termination by Mutual Agreement of the Parties . Executive’s employment with the Company may be terminated at any time upon a mutual agreement in writing of the Parties. Any such termination of employment shall have the consequences specified in such agreement.

4.5 Compensation Upon Termination.

4.5.1 Death or Complete Disability . If, during the Term, Executive’s employment shall be terminated by the Company on account of Executive’s Complete Disability as provided in Section 4.3 or due to Executive’s death, the Company shall pay to Executive, or to Executive’s heirs, as applicable, Executive’s Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive and/or to Executive’s heirs under this Agreement, except as otherwise provided by law.

4.5.2 With Cause or Without Good Reason. If, during the Term, Executive’s employment is terminated by the Company for Cause, or Executive terminates Executive’s employment hereunder without Good Reason, the Company shall pay Executive’s Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive under this Agreement, except as otherwise provided by law.

4.5.3 Without Cause or For Good Reason. If, during the Term, the Company terminates Executive’s employment without Cause or Executive resigns Executive’s employment for Good Reason, the Company shall pay Executive’s Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with

then-existing legal requirements to effect a valid release of claims) (the “Release” ); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following:

(i) payment of (a) an amount equal to two times (2x) Executive’s annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive’s right to voluntarily resign for “Good Reason” pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to two times (2x) Executive’s on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twenty-four (24) months following the date of Executive’s termination in accordance with the Company’s payroll practices, commencing within sixty (60) days of the date of Executive’s termination;

(ii) if the date of Executive’s termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and

(iii) continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive’s spouse and dependents) was enrolled as of the date of Executive’s termination until the earlier of: (a) the date that is twenty-four (24) months after the date of Executive’s termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

4.6 Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

4.6.1 Complete Disability . “Complete Disability” shall mean the inability of Executive to perform Executive’s duties under this Agreement, even with reasonable accommodation, because Executive has become permanently disabled within the meaning of any policy of disability income insurance covering employees of the Company then in force. In the event the Company has no policy of disability income insurance covering employees of the Company in force when Executive becomes disabled, the term “Complete Disability” shall mean the inability of Executive to perform Executive’s duties under this Agreement, whether with or without reasonable accommodation, by reason of any incapacity, physical or mental, which the Company, based upon medical advice or an opinion provided by a licensed physician acceptable to the Company, determines to have incapacitated Executive from satisfactorily performing all of Executive’s usual services for the Company, with or without reasonable accommodation, for a period of at least one hundred twenty (120) days during any twelve (12) month period (whether or not consecutive). Based upon such medical advice or opinion, the determination of the Company shall be final and binding and the date such determination is made shall be the date of such Complete Disability for purposes of this Agreement.

4.6.2 Good Reason. “Good Reason” for Executive to terminate Executive’s employment hereunder shall mean the occurrence of any of the following events without Executive’s consent:

(i) a change in Executive’s title that is accompanied by a material reduction in Executive’s duties, authority, or responsibilities relative to Executive’s duties, authority, or responsibilities in effect immediately prior to such reduction;

(ii) the relocation of Executive’s principal business location to a point that requires a one-way increase of Executive’s commuting distance of more than fifty (50) miles;

(iii) a material reduction by the Company of Executive’s Base Salary as initially set forth herein or as the same may be increased from time to time;

(iv) failure of the Company to obtain the agreement from any successor to assume and agree to perform the Company’s obligations under this Agreement;

provided, however , that such termination by Executive shall only be deemed for Good Reason pursuant to the foregoing definition if: (A) Executive gives the Company written notice of the intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that Executive believes constitutes Good Reason, which notice shall describe such condition(s); (B) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period” ); and (C) Executive terminates his employment within thirty (30) days following the end of the Cure Period.

4.6.3 Cause . “Cause” for the Company to terminate Executive’s employment hereunder shall mean the occurrence of any of the following events, as determined by the Company, in its sole discretion:

(i) Executive’s willful and repeated failure to satisfactorily perform Executive’s job duties;

(ii) Executive’s willful commission of an act that materially injures the business of the Company;

(iii) Executive’s willful refusal or failure to follow lawful and reasonable directions of the Board;

(iv) Executive’s conviction of, or plea of nolo contendere to, any felony involving moral turpitude;

(v) Executive’s engaging or in any manner participating in any activity which is directly competitive

with or injurious to the Company or any of its Affiliates or which violates any material provisions of Sections 2 and/or 5 hereof or the PIIA (as defined in Section 5);

(vi) Executive’s commission of any fraud against the Company, its Affiliates, employees, agents or customers or use or intentional appropriation for Executive’s personal use or benefit of any funds or properties of the Company not authorized by the Board to be so used or appropriated; or

(vii) Executive’s material breach of or willful failure to comply with Company policies, including, but not limited to, equal employment opportunity or harassment policies, insider trading policies, code of ethics or conflict of interest policies, non-disclosure and confidentiality policies, travel and expense policies, workplace violence policies, Sarbanes-Oxley compliance policies, policies governing preparation and approval of financial statements, and/or policies governing the making of financial commitments on behalf of the Company.

4.6.4 Corporate Transaction. A “Corporate Transaction” is an Acquisition or Asset Transfer of the Company. An “Acquisition” shall mean (A) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the capital stock of the Company immediately prior to such consolidation, merger or reorganization, represents less than 50% of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (B) any transaction or series of related transactions to which the Company is a party in which in excess of fifty (50%) of the Company’s voting power is transferred; provided that an Acquisition shall not include (x) any consolidation or merger effected exclusively to change the domicile of the Company, or (y) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof. “Asset Transfer” shall mean a sale, lease, license or other disposition or all or substantially all of the assets of the Company.

4.7 Survival of Certain Sections. Sections 2.2, 3.7, 3.8, 4, 5, 6, 7, 8, 9, 12, 13, 16 and 18 of this Agreement shall survive the termination of this Agreement.

4.8 Parachute Payment. In the event that it shall be determined that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment” ), would (i) constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations promulagated thereunder (the “ Code ”) and (ii) be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax” ), then Executive shall be entitled, in lieu of such Payment, to a payment or distribution equal to the Modified Amount. The “Modified Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax (the “Base Amount” ) or (y) the entire Payment plus an additional cash payment in an amount equal to the Partial Gross-Up Payment (as defined below), whichever of (x) or (y), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in receipt by Executive, on an after tax basis, of the greater amount notwithstanding that all or some portion of the Modified Amount may be subject to the Excise Tax. For purposes of this paragraph, the “Partial Gross-Up Payment” shall be an amount calculated such that, after taking into account

all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in receipt by Executive, on an after tax basis, of an amount equal to one-half of the Excise Tax that would be imposed on the Payment if the full Payment were to be made to Executive without reference to this Section. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Base Amount, the Payments shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to Executive. Where more than one payment has the same value for this purpose and they are payable at different times they shall be reduced on a pro rata basis.

Notwithstanding any provision of this Section 4.8 to the contrary, in accordance with the requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “ Section 409A ”), any Partial Gross-Up Payment payable hereunder shall be paid not later than December 31 of the calendar year next following the calendar year in which Executive or the Company (as applicable) remits the taxes for which the Partial Gross-Up Payment is being paid.

All determinations to be made under this paragraph shall be made by the independent public accounting firm used by Company immediately prior to the Change in Control event. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Executive and the Company with an opinion reasonably acceptable to Executive that no Excise Tax shall be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Executive and the Company.

4.9 Application of Section 409A of the Internal Revenue Code. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “ Severance Benefits ”) that constitute “deferred compensation” within the meaning of Section 409A shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“ Separation From Service ”), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional twenty percent (20%) tax under Section 409A.

It is intended that each payment under this Agreement shall constitute a separate “payment” and each installment of the Severance Benefits payments provided for in this Agreement shall be treated as a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 409A

and Executive is, on the termination of service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s Separation From Service, or (ii) the date of Executive’s death (such applicable date, the “ Specified Employee Initial Payment Date ”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement.

Notwithstanding anything to the contrary set forth herein, Executive shall receive the Severance Benefits described above, if and only if Executive duly executes and returns to the Company within the applicable time period set forth therein, a separation agreement containing the Company’s standard form of release of claims in favor of the Company (attached to this Agreement as Exhibit A ) and other standard provisions, including without limitation, those relating to non-disparagement and confidentiality (the “ Separation Agreement ”), and permits the release of claims contained therein to become effective in accordance with its terms. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits shall be paid or otherwise delivered prior to the effective date of the Separation Agreement. Except to the extent that payments may be delayed until the Specified Employee Initial Payment Date pursuant to the preceding paragraph, on the first regular payroll pay day following the effective date of the Separation Agreement, the Company shall pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the Separation Agreement, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement shall be subject to standard payroll taxes and deductions.

All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (a) any reimbursement shall be for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (b) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (c) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred and (d) the right to reimbursement is not subject to liquidation or exchange for another benefit.

5. CONFIDENTIAL AND PROPRIETARY INFORMATION.

5.1 As a condition of employment Executive agrees to execute and abide by the Company’s Proprietary Information and Inventions Agreement ( “PIIA” ).

5.2 Executive recognizes that Executive’s employment with the Company will involve contact with information of substantial value to the Company, which is not generally known in the trade, and which gives the Company an advantage over its competitors who do not

know or use it, including but not limited to, techniques, designs, drawings, processes, inventions know how, strategies, marketing, and/or advertising plans or arrangements, developments, equipment, prototypes, sales, supplier, service provider, vendor, distributor and customer information, and business and financial information relating to the business, products, services, practices and techniques of the Company, (hereinafter referred to as “Confidential and Proprietary Information” ). Executive shall at all times regard and preserve as confidential such Confidential and Proprietary Information obtained by Executive from whatever source and shall not, either during Executive’s employment with the Company or thereafter, publish or disclose any part of such Confidential and Proprietary Information in any manner at any time, or use the same except on behalf of the Company, without the prior written consent of the Company.

6. ASSIGNMENT AND BINDING EFFECT.

This Agreement shall be binding upon and inure to the benefit of Executive and Executive’s heirs, executors, personal representatives, assigns, administrators and legal representatives. Because of the unique and personal nature of Executive’s duties under this Agreement, neither this Agreement nor any rights or obligations under this Agreement shall be assignable by Executive. This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns and legal representatives. Any such successor of the Company shall be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any tie, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.

7. NOTICES.

All notices or demands of any kind required or permitted to be given by the Company or Executive under this Agreement shall be given in writing and shall be personally delivered (and receipted for) or faxed during normal business hours or mailed by certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Company:

CardioNet, Inc.

227 Washington St. #300

Conshohocken, PA 19428

Fax (610) 828-8048

Attention: Chairman of the Compensation Committee of the Board of Directors

If to Executive:

Arie Cohen

202 Goldenrod Drive

Lansdale, PA 19446

Any such written notice shall be deemed given on the earlier of the date on which such notice is personally delivered or three (3) days after its deposit in the United States mail as specified

above. Either Party may change its address for notices by giving notice to the other Party in the manner specified in this section.

8. CHOICE OF LAW.

This Agreement is made in the Commonwealth of Pennsylvania. This Agreement shall be construed and interpreted in accordance with the internal laws of the Commonwealth of Pennsylvania. Any disputes or proceedings regarding this Agreement shall be conducted in Conshohocken, Pennsylvania, or, by written agreement of the Parties, at a mutually convenient location in the greater Philadelphia, Pennsylvania area.

9. INTEGRATION.

This Agreement, including Exhibit A and the PIIA, contains the complete, final and exclusive agreement of the Parties relating to the terms and conditions of Executive’s employment and the termination of Executive’s employment, and, except as provided in Section 3.8, supersedes all prior and contemporaneous oral and written employment agreements or arrangements between the Parties, including, but not limited to, the Prior Agreement.

10. AMENDMENT.

This Agreement cannot be amended or modified except by a written agreement signed by Executive and the Company.

11. WAIVER.

No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the Party against whom the wavier is claimed, and any waiver or any such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other term, covenant, condition or breach.

12. SEVERABILITY.

The finding by a court of competent jurisdiction of the unenforceability, invalidity or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid or illegal. Such court shall have the authority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision, which most accurately represents the Parties’ intention with respect to the invalid or unenforceable term, or provision.

13. INTERPRETATION; CONSTRUCTION.

The headings set forth in this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing the Company, but Executive has been encouraged to consult with, and has consulted with, Executive’s own independent counsel and tax advisors with respect to the terms of this Agreement. The Parties acknowledge that each Party and its counsel has reviewed and

revised, or had an opportunity to review and revise, this Agreement, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement.

14. REPRESENTATIONS AND WARRANTIES.

Executive represents and warrants that Executive is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that Executive’s execution and performance of this Agreement shall not violate or breach any other agreements between Executive and any other person or entity.

15. COUNTERPARTS.

This Agreement may be executed in two counterparts, each of which shall be deemed an original, all of which together shall contribute one and the same instrument.

16. ARBITRATION.

To ensure the rapid and economical resolution of disputes that may arise in connection with Executive’s employment with the Company, Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to Executive’s employment, or the termination of that employment, will be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration pursuant to the Federal Arbitration Act in Conshohocken, Pennsylvania conducted by the Judicial Arbitration and Mediation Services/Endispute, Inc. ( “JAMS” ), or its successors, under the then current rules of JAMS for employment disputes; provided that the arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. Accordingly, Executive and the Company hereby waive any right to a jury trial. Both Executive and the Company shall be entitled to all rights and remedies that either Executive or the Company would be entitled to pursue in a court of law. The Company shall pay any JAMS filing fee and shall pay the arbitrator’s fee. The arbitrator shall have the discretion to award attorneys fees to the party the arbitrator determines is the prevailing party in the arbitration. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, Executive and the Company each have the right to resolve any issue or dispute involving confidential, proprietary or trade secret information, or intellectual property rights, by Court action instead of arbitration.

17. TRADE SECRETS OF OTHERS.

It is the understanding of both the Company and Executive that Executive shall not divulge to the Company and/or its subsidiaries any confidential information or trade secrets belonging to others, including Executive’s former employers, nor shall the Company and/or its Affiliates seek to elicit from Executive any such information. Consistent with the foregoing,

Executive shall not provide to the Company and/or its Affiliates, and the Company and/or its Affiliates shall not request, any documents or copies of documents containing such information.

18. ADVERTISING WAIVER.

Executive agrees to permit the Company, and persons or other organizations authorized by the Company, to use, publish and distribute advertising or sales promotional literature concerning the products and/or services of the Company, or the machinery and equipment used in the provision thereof, in which Executive’s name and/or pictures of Executive taken in the course of Executive’s provision of services to the Company appear. Executive hereby waives and releases any claim or right Executive may otherwise have arising out of such use, publication or distribution.

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first above written.

CARDIONET, INC.

By:	/s/ Randy Thurman
Name:	Randy Thurman
Title:	Executive Chairman of the Board

Dated:		November 14, 2008


EXECUTIVE:

/s/ Arie Cohen
ARIE COHEN


Dated:		November 14, 2008

EXHIBIT A

RELEASE AND WAIVER OF CLAIMS

TO BE SIGNED FOLLOWING TERMINATION WITHOUT CAUSE

OR RESIGNATION FOR GOOD REASON

In consideration of the payments and other benefits set forth in the Employment Agreement of , 2008, to which this form is attached, I, Arie Cohen, hereby furnish CARDIONET, INC. (the “Company” ), with the following release and waiver ( “Release and Waiver” ).

In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, Affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and Waiver. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) ( “ADEA” ), and the the Pennsylvania Human Rights Act (as amended) (“ PHRA ”). Notwithstanding the foregoing, I shall be entitled to enforce the terms of any employee benefit plan of the Company in which I am, on the date of this Release and Waiver, due a benefit, and to be indemnified by the Company as to any liability, cost or expense for which I would have been indemnified during employment, in accordance with the bylaws of the Company, for actions taken on behalf of the Company within the scope of my employment with the Company.

entitled as an executive of the Company. If I am forty (40) years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney prior to executing this Release and Waiver; and (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not be effective until the seven (7) day revocation period has expired without my having previously revoked this Release and Waiver.

I acknowledge my continuing obligations under my Proprietary Information and Inventions Agreement. Pursuant to the Proprietary Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information and Inventions Agreement.

Date:	By:
		Arie Cohen

EXHIBIT 99.4

CardioNet, Inc.

227 Washington Street, 3rd Floor

Conshohocken, PA 19428

January 28, 2009

Randy H. Thurman

139 Dutton Mill Road

Malvern, Pa. 19355

Re: Position as Interim CEO of CardioNet, Inc.

Dear Randy:

It is my sincere pleasure, on behalf of CardioNet, Inc. (the “Company”), to offer you the role of interim President and Chief Executive Officer of the Company (“interim CEO”).

Effective as of January 28, 2009, you will commence full-time employment as the Company’s interim CEO and continue as Executive Chairman of the Board of Directors of the Company (the “Board”), subject to the terms and conditions set forth in this letter.

In your role as interim CEO, you agree that during your employment by the Company you will be expected to work closely with the Board and the executive team of the Company to further the goals and objectives of the organization. The Board expects that in your role as interim CEO and your continued role as Executive Chairman of the Board, you will devote your full business energies, interest, abilities and productive time to the proper and efficient performance your duties, including, coordinating the activities of the Board, managing investor relations, providing assistance to the executive team of the Company in operations, being involved in high level management decisions as guided by the Board and serving as a facilitator of communications between the executive team of the Company and the non-employee directors; provided that your continued service to New Mountain Capital to a degree consistent with the level of service you have provided to New Mountain Capital while serving as Executive Chairman of the Board will not be deemed to be in violation of this full time commitment. Also, upon the Company’s selection and hiring of a permanent Chief Executive Officer, you will cease to serve as interim CEO but will continue as Executive Chairman and the terms and conditions provided by that certain letter agreement by and between you and the Company dated July 7, 2008 (the “Chairman Agreement”) will be fully reinstated.

You will receive your January compensation as Executive Chairman pro-rated through the effective date of this letter. As compensation for your services as interim CEO, you will be paid an annual base salary of $500,000 (prorated for 2009 and any other partial year of employment on the basis of a three hundred sixty-five (365) day fiscal year), less payroll deductions and all required withholdings, payable in regular periodic payments in accordance with the Company’s normal payroll practices. In addition you will be eligible to receive an

annual discretionary bonus under the Company’s Management Incentive Program beginning with the 2009 fiscal year. The bonus amount you may receive, if any, is discretionary but based upon the target bonus amount determined by the Board and other criteria set forth in the Management Incentive Program as determined by and evaluated by the Board in its sole and absolute discretion. For the 2009 fiscal year, the Board has determined that your target bonus amount is one hundred percent (100%) of Base Salary. Any bonus you earn will be paid based on actual performance for the year in question, in accordance with the Company’s Management Incentive Program; provided that there will be no requirement that you be employed on the payment date of such bonus and such bonus (if earned) will be prorated for 2009 and any other partial year of employment on the basis of a three hundred sixty-five (365) day fiscal year. You will also be eligible to participate in the Company’s Long Term Incentive Plan (the “LTIP”) for the period you serve as interim CEO at level commensurate with the position of Chief Executive Officer. Your receipt of awards under the LTIP will be subject in all respects to the terms and conditions of the LTIP, as in effect from time to time; provided any award under the LTIP will be prorated for 2009 and any other partial year of employment on the basis of a three hundred sixty-five (365) day fiscal year. Notwithstanding the preceding paragraph, if you voluntarily resign from the position of interim CEO prior to the time a permanent Chief Executive Officer has been hired or otherwise materially breach this letter agreement, you will not be entitled to any bonus or LTIP payment, pro rata or otherwise.

You will receive the Restricted Stock Unit Award under the Company’s 2008 Equity Incentive Plan (the “2008 Plan”) with respect to a number of shares of common stock of the Company representing eighty thousand dollars ($80,000) made to all directors and approved by the Board on January 22, 2009. In consideration for accepting the interim CEO role and, in addition to the foregoing base salary, bonus and LTIP opportunity, as soon as practicable following the date of this letter (and in lieu of any award made to directors of the Company in May 2009), you will receive an additional Restricted Stock Unit Award with respect to a number of shares of common stock of the Company representing eighty thousand dollars ($80,000) as of the date of grant, subject to the terms and conditions set forth in the 2008 Plan and the Company’s standard form Restricted Stock Unit Award Agreement for directors. The restricted stock units will be 100% vested as of the date of grant, and payment will be made upon the earliest to occur of the events listed in the Company’s standard form Restricted Stock Unit Award Agreement for directors.

You will be eligible to participate in any benefit plan or arrangement that may be in effect from time to time and made available to the Company’s senior management employees, in accordance with Company policy and the terms of the applicable plan documents,. You will also be eligible for paid vacation and paid Company holidays in accordance with Company policy. In addition, the Company will reimburse you for reasonable out-of-pocket expenses you incur in connection with the performance of your duties as interim CEO and Executive Chairman of the Board in accordance with the Company’s established reimbursement policies.

In accordance with the Company’s indemnification policies for officers and directors, the Company will, to the maximum extent permitted by law, indemnify and hold you harmless against any costs and expenses, including reasonable attorneys’ fees, judgments, fines, settlements and other amounts incurred in connection with any proceeding arising out of, by reason of or relating to your service as interim CEO and Executive Chairman of the Board.

Except as provided in this letter agreement, this letter supersedes and replaces the Chairman Agreement in its entirety; provided that the stock options previously granted to you under the 2008 Plan and the Company’s 2008 Non-Employee Director’s Stock Option Plan (the “Director Plan”) will continue to vest and become exercisable in accordance with the terms thereof so long as you remain in the Continuous Service (as defined in the 2008 Plan and the Director Plan, respectively) of the Company as of each applicable vesting date. Other than the January 22, 2009 director grant, for so long as you are employed by the Company, you will no longer be eligible for grants under the Director Plan or other compensatory arrangements in place for non-employee members of the Board on and after the date hereof.

As a condition of your employment as interim CEO, you agree to execute and abide by the Company’s Proprietary Information and Inventions Agreement (“PIIA”). In addition, during your employment and for a period of one-year following the termination of your employment with the Company for any reason, you will not engage in competition with the Company and/or any of its Affiliates (as defined below), either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services that are in the same field of use or which otherwise compete with the products or services of the Company, except with the prior written consent of the Board. For purposes of this Agreement, “Affiliate,” means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity.

You further agree that during your employment, you will not acquire, assume or participate in, directly or indirectly, any position, investment or interest known by you to be adverse or antagonistic to the Company, its business, or prospects, financial or otherwise, or in any company, person, or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Your ownership in professionally managed funds over which you do not have control or discretion in investment decisions, or as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market will not constitute a breach of this requirement.

Your employment with the Company is at will and may be terminated by the Company at any time and for any reason, or for no reason. Upon any termination by the Company, you agree to resign all positions, including as an officer and, if applicable, as a director or member of the Board or any committee thereof, related to the Company and its parents, subsidiaries and Affiliates. Unless otherwise determined by the Board, termination of your employment as interim CEO will not affect your status as a director.

This letter agreement, along with your existing stock option documentation, constitutes the entire agreement between you and the Company regarding the subject matter hereof. This letter agreement supersedes any other agreements or promises made to you by anyone, whether oral or written, and it may only be modified in writing.

This letter will be construed and interpreted in accordance with the internal laws of the Commonwealth of Pennsylvania.

To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to your employment, or the termination of that employment, will be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration pursuant to the Federal Arbitration Act in Conshohocken, Pennsylvania conducted by the Judicial Arbitration and Mediation Services/Endispute, Inc. (“JAMS”), or its successors, under the then current rules of JAMS for employment disputes; provided that the arbitrator will: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. Accordingly, you and the Company hereby waive any right to a jury trial. Both you and the Company will be entitled to all rights and remedies that either you or the Company would be entitled to pursue in a court of law. The Company will pay any JAMS filing fee and will pay the arbitrator’s fee. The arbitrator will have the discretion to award attorneys fees to the party the arbitrator determines is the prevailing party in the arbitration. Nothing in this letter is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, you and the Company each have the right to resolve any issue or dispute involving confidential, proprietary or trade secret information, or intellectual property rights, by court action instead of arbitration.

If the terms of this letter agreement are acceptable to you, please sign and date below and return it to me in the enclosed return envelope, retaining a copy for your records.

		Very truly yours,

		/s/ Ron Ahrens
		Ron Ahrens
		Chairman of the Compensation Committee of the Board of Directors
		CardioNet, Inc.

Accepted and agreed:

/s/ Randy H. Thurman
Randy H. Thurman

Date: January 28, 2009

EXHIBIT 99.5

CARDIONET, INC.

COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS

This Compensation Program for Non-Employee Directors sets forth the principal features of the compensation program approved by the Board of Directors (the “Board”) of CardioNet, Inc. (the “Company”) effective as of the date of the 2009 annual meeting of the Company’s stockholders for new and continuing Non-Employee Directors (as defined in the Company’s 2008 Equity Incentive Plan (the “Plan”)). This program is governed by the provisions of Delaware law (without regard to conflicts of law principles), and the Board may amend or terminate this program at any time. Equity awards granted pursuant to the terms of this program will be granted under the Plan and will be subject in all respects to the terms of the Plan and the award agreement pursuant to which the equity award is granted. All capitalized terms not otherwise defined in this memorandum shall have the meaning ascribed in the Plan.

Unless the Board determines otherwise, no further grants shall be made under the Company’s 2008 Non-Employee Directors’ Stock Option Plan on or after January 22, 2009.

Initial Restricted Stock Unit Award . Upon his or her first election or appointment as a member of the Board, a Non-Employee Director will receive a Restricted Stock Unit Award under the Plan representing the right to receive that number of shares of Common Stock determined by dividing $80,000 by the Fair Market Value of a share of Common Stock on the award date. The Restricted Stock Units will be fully vested as of the award date and will be distributed in the form of Common Stock on the earliest to occur of the non-employee director’s death, Disability, “separation from service” (within the meaning of such term under section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) or a 409A Change in Control (as defined below). For purposes of this program, a “409A Change in Control” is a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in section 409A(a)(2)(A)(v) of the Code.

Annual Awards . For each year of service as a Non-Employee Director beginning with 2009, each Non-Employee Director continuing in service as a Non-Employee Director after the annual meeting will receive the following:

Annual Retainer : At the individual’s election, each Non-Employee Director will receive either a cash award of $50,000 (the “Retainer Amount”) (paid in 4 quarterly installments over the calendar year as of the last day of each calendar quarter beginning with the first calendar quarter following the date of the annual meeting) or a Nonstatutory Stock Option to purchase that number of shares of Common Stock equal to (a) 300% of the amount of the Retainer Amount the Non-Employee Director elects to have converted into a Nonstatutory Stock Option divided by (b) the stock option value used by the Company for financial reporting purposes under SFAS 123(R). For example, if the SFAS 123(R) stock option value on the award date is $10 and the Non-Employee Director elects to convert the full retainer amount, the Non-Employee Director would receive a Nonstatutory Stock Option to purchase 15,000 shares of Common Stock. To the extent a Non-Employee Director elects to receive his

retainer in the form of a Nonstatutory Stock Option, the Nonstatutory Stock Option will be awarded under the Plan as of the date of the annual meeting of the Company’s stockholders and will vest in 4 quarterly installments as of the last day of each calendar quarter beginning with the first calendar quarter following the date of the annual meeting so long as the Non-Employee Director remains in the Continuous Service of the Board as of each vesting date. Each such Nonstatutory Stock Option will have a ten-year term and once vested, will remain exercisable for the entire ten-year term except in the event a Non-Employee Director is terminated for Cause in which case the option will immediately terminate. Each Non-Employee Director must irrevocably elect the form of his or her retainer prior to the date of the annual meeting of the Company’s stockholders. The election may be made in 50% increments (ranging from 0% to 100%) and the increments may vary from year to year. If a Non-Employee Director fails to make an election, such Non-Employee Director’s retainer shall be paid in cash.

Annual Restricted Stock Unit Award : Each Non-Employee Director will receive a Restricted Stock Unit Award under the Plan as of the date of the annual meeting of the Company’s stockholders representing the right to receive that number of shares of Common Stock determined by dividing $80,000 by the Fair Market Value on the award date. The Restricted Stock Units will be fully vested as of the award date and will be distributed on the earliest to occur of the Non-Employee Director’s death, Disability, “separation from service” (within the meaning of such term under section 409A(a)(2)(A)(i) of Code) or a 409A Change in Control.

Audit Committee Chair: $15,000

Compensation Committee Chair: $10,000

Nominating and Corporate Governance Committee Chair: $10,000

Medical Advisory Board Chair: $10,000

Audit Committee Member: $7,500

Compensation Committee Member: $5,000

Nominating and Corporate Governance Committee Member: $5,000

Non-Employee Director Sale Restrictions and Holding Requirements . Each Non-Employee Director will be required to hold any Common Stock acquired by such Non-Employee Director on or after January 22, 2009 whether pursuant to the terms of an award of equity compensation by the Company or purchased by the Non-Employee Director on the open market, through the date of the Non-Employee Director’s separation from service with Board for any reason (for the avoidance of doubt, this policy does not apply to shares acquired by a Non-Employee Director prior to January 22, 2009 whether pursuant to the terms of an award of equity compensation by the Company or purchased by the Non-Employee Director on the open market). Sales made by a

Non-Employee Director pursuant to the terms of a valid 10b5-1 plan or in connection with a broker assisted exercise of a Stock Option (as defined in the Plan) where shares of Common Stock are sold to satisfy payment of the exercise price will not be deemed to violate this requirement. To the extent a Non-Employee Director is employed by a fund and such Non-Employee Director’s equity compensation from the Company is treated as the fund’s compensation (or otherwise as an economic right of the fund) pursuant to the terms of the arrangement in place between the Non-Employee Director and the fund, the foregoing restrictions will not apply. Equity awards issued under the Plan may be transferred in accordance with the applicable provisions of the Plan, subject to Board approval, if applicable. If shares or equity awards are transferred (subject to any required approval) for estate planning or gift purposes, such transfers will not be deemed to violate this requirement

In addition, each Non-Employee Director who commenced service prior to the date of the 2009 annual meeting of stockholders must hold $200,000 worth of Common Stock as of the date of the 2011 annual meeting of the Company’s stockholders based on the Fair Market Value of a share of Common Stock as of such date. Any Non-Employee Director who commences service on or after the date of the 2009 annual meeting of the Company’s stockholders must hold $200,000 worth of Common Stock as of the second anniversary of the date such Non-Employee Director joins the Board based on the Fair Market Value of a share of Common Stock as of such date. The foregoing requirement maybe satisfied through restricted stock units, vested options or personal holdings.