8-K

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): December 31, 2007

American Medical Alert Corp.

(Exact name of registrant as specified in its charter)

New York	333-54992	11-2571221
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3265 Lawson Boulevard, Oceanside, New York	11572
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (516) 536-5850

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 (see General Instruction A.2. below):
□	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□	Pre-commencement of communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
□	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

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

(e)On December 31, 2007, American Medical Alert Corp. (the “Company”) entered into a stock purchase agreement with Mr. Frederic Siegel (the “Siegel Stock Purchase Agreement”). The stock grants contemplated by the Siegel Stock Purchase Agreement were made pursuant to the employment agreement, commencing as of January 1, 2007, between Mr. Siegel and the Company (the “Employment Agreement”), which was filed as an exhibit to the Company’s Form 8-K that was filed on May 30, 2007 with the Securities and Exchange Commission. Pursuant to the Siegel Stock Purchase Agreement, Mr. Siegel was granted 22,000 shares of restricted common stock subject to a repurchase right in favor of the Company. The Company has the right to repurchase the shares for $.01 per share if Mr. Siegel ceases to be employed by the Company. The repurchase right lapses with respect to 5,500 shares on each of December 31, 2007, 2008, 2009 and 2010, subject to the condition that Mr. Siegel remains employed by the Company on each such applicable date; provided, however, that, in the event of a change in control (as defined in the Employment Agreement), if the Company or its successor pursuant to such change in control, as applicable, and Mr. Siegel either agree to continue the Employment Agreement or to enter into a new employment agreement mutually acceptable to the Company or its successor, as applicable, and Mr. Siegel in lieu of the Employment Agreement, then any such remaining unvested shares shall vest immediately upon the mutual agreement of the Company or its successor and Mr. Siegel to continue the Employment Agreement or to enter into a new employment agreement.

In addition, Mr. Siegel will be granted the following bonus compensation stock grants: (i) up to 12,000 shares of common stock based on the earnings before deduction of interest and taxes ("EBIT") of the Company’s Health and Safety Monitoring Systems segment (“HSMS”), as set forth in the Company's audited financial statements for the applicable fiscal year, meeting or exceeding the HSMS EBIT performance goals set forth below as (A); and (ii) up to 34,000 shares of common stock, based on the EBIT of the Company, as set forth in the Company's audited financial statements for the applicable fiscal year, meeting or exceeding the EBIT performance goals set forth below as (B). In connection with clause (i) herein, the Company and Mr. Siegel have agreed that the HSMS EBIT targets were determined on the basis of the Company’s method of calculating EBIT by segment for the fiscal year ended December 31, 2005 (such method of calculating, the “2005 Methodology”) and that, if the Company changes its method of calculating its EBIT by segment, the Company shall determine whether (a) to use the 2005 Methodology and the HSMS EBIT targets set forth herein in connection with the stock grants contemplated hereby or (b) to use a method of calculating EBIT by segment that is based on its year end financial statements and accordingly adjusted HSMS EBIT targets, provided that such adjustment from the 2005 Methodology will not either benefit or detract from Mr. Siegel’s rights in connection with the stock grants contemplated hereby.

(A) HSMS EBIT Targets For 2007 - 2010

HSMS EBIT as a percentage of HSMS revenues for the applicable fiscal year	# of Shares
5.0 - 5.99%	500 shares
6.0 - 6.99%	1,000 shares
7.0 - 7.99%	1,500 shares
8.0 - 8.99%	2,000 shares
9.0 - 9.99%	2,500 shares
10.0% - or more	3,000 shares

(B) Company EBIT Targets For 2007 - 2010

EBIT growth over prior fiscal year	# of Shares
15.0 - 17.49%	3,000 shares
17.5 - 19.99%	4,000 shares
20.0 - 22.49%	5,250 shares
22.5 - 24.99%	6,500 shares
25.0% - or more	8,500 shares

To the extent that the aggregate number of shares to be granted pursuant to clause (i) and clause (ii) in the preceding paragraph exceeds 37,500, such shares will only be granted if shareholder approval of such grant is obtained. If such shareholder approval is not obtained prior to the time any such shares are earned by Mr. Siegel, then Mr. Siegel shall not be entitled to and shall not be granted any such shares.

A copy of the Siegel Stock Purchase Agreement is attached hereto as Exhibit 10.1. The Siegel Stock Purchase Agreement is subject to the terms of the Company’s 2005 Stock Incentive Plan, as amended (“Plan”), which is filed herewith as Exhibit 10.2. The shares issued under the Siegel Stock Purchase Agreement shall be issued out of the Plan; provided, however, that if a number of shares of common stock in excess of 37,500 are issued pursuant to the Siegel Stock Purchase Agreement, the shares in excess of 37,500 shall not be issued out of the Plan but rather issued as a separate individual grant to Mr. Siegel.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Stock Purchase Agreement, dated as of January 1, 2007, between the Company and Frederic Siegel.

10.2 (i)  2005 Stock Incentive Plan (incorporated by reference to the Company’s Proxy Statement filed on June 30, 2005 with the Securities and Exchange Commission).

(ii) Amendment to 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.2(ii) of the Company’s Form 10-QSB/A filed on November 17, 2005 with the Securities and Exchange Commission).

(iii) Amendment to the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.4(iii) of the Company’s Form 8-K filed on January 26, 2006 with the Securities and Exchange Commission).

SIGNATURE

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 thereunto duly authorized.

Date:January 7, 2008
	AMERICAN MEDICAL ALERT CORP.
	By:	/s/ Richard Rallo
		Name: Richard Rallo
		Title: Chief Financial Officer

EX-10.1

Exhibit 10.1

AMERICAN MEDICAL ALERT CORP.

2005 STOCK INCENTIVE PLAN

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of December 31, 2007, by and between American Medical Alert Corp., a New York corporation (the "Company"), and Frederic Siegel, having an address at _____________________ (the "Holder").

W I T N E S S E T H:

WHEREAS, the Company has adopted the 2005 Stock Incentive Plan (the "Plan");

WHEREAS, the Company regards Holder as a valuable contributor to the Company and has determined that it would be in the interest of the Company and the shareholders of the Company to grant the shares provided for in this Agreement to Holder in consideration of the services he has or will perform for the Company;

WHEREAS, pursuant to the Plan, the Administrator has determined that the Holder is entitled to a grant of shares, subject to the terms of the Plan and this Agreement (the defined terms in such Plan shall, except as otherwise provided herein, also be applicable to such terms as utilized herein); and

WHEREAS, each party hereto desires to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Award of Restricted Shares. (a) Subject to the restrictions, terms and conditions of this Agreement, the Company hereby awards to the Holder Twenty Two Thousand (22,000) shares of Common Stock (the "Restricted Shares") in consideration of services actually rendered and to be rendered to the Company by Holder. Such Restricted Shares shall be subject to the Repurchase Right with respect to Unvested Shares (as hereinafter defined) as set forth in Section 4 herein. The Company and Holder acknowledge and agree that the value of the services actually rendered to the Company prior to the date hereof by the Holder as consideration for the issuance of the Restricted Shares exceeds $220.00.

(b)The Restricted Shares, when issued pursuant to the provisions hereof, shall constitute issued and outstanding shares of Common Stock for all corporate purposes. Subject to the restrictions set forth herein, the Holder will have the right to exercise all rights, powers and privileges of a holder of Common Stock with respect to the Restricted Shares, including the right to vote, receive stock or cash dividends (but subject to the Repurchase Right with respect to Unvested Shares), participate in stock splits or other recapitalizations and exchange such shares in a merger, consolidation or other reorganization. The term "Restricted Shares," in addition to the shares received pursuant to this Agreement, also refers to all securities received in replacement of the Restricted Shares, as a stock dividend or as a result of any stock split, recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to Holder is entitled by reason of Holder’s ownership of the Restricted Shares.

(c)The Company shall hold the certificates representing any Restricted Shares which are subject to the Repurchase Right (as defined below) in escrow, provided that any Restricted Shares held in escrow shall be released from escrow and delivered to Holder as and when such shares are no longer subject to the Repurchase Right. In addition, Holder shall execute an assignment, in the form attached hereto as Exhibit A, with respect to the Restricted Shares.

2.Legends.

(a)The Shares (as hereinafter defined) shall be represented by a stock certificate or certificates registered in the name of the Holder.

(b)From and after the date of original issuance, stock certificates representing the Restricted Shares shall bear a legend in substantially the following form:

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE UNVESTED AND ARE SUBJECT TO CERTAIN REPURCHASE RIGHTS GRANTED TO AMERICAN MEDICAL ALERT CORP. (“COMPANY”) AND, ACCORDINGLY, MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF THE STOCK PURCHASE AGREEMENT, DATED DECEMBER 31, 2007, BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF THE STOCK PURCHASE AGREEMENT IS MAINTAINED AT THE COMPANY'S PRINCIPAL CORPORATE OFFICES."

3.Transfer Restrictions.

(a)Restriction on Transfer. Except for any Permitted Transfer, Holder shall not transfer, assign, encumber or otherwise dispose of any of the Restricted Shares which are subject to the Repurchase Right.

(b)Transferee Objections. Each Person (other than the Company) to whom the Restricted Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such Person is bound by the provisions of this Agreement and that the transferred shares are subject to the Repurchase Right.

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4.Repurchase Right.

(a)Grant. The Company is hereby granted the right (the "Repurchase Right"), exercisable at any time during the ninety (90)-day period following the date Holder ceases for any reason to remain in Service, to repurchase at the Per Share Purchase Price all or any portion of the Restricted Shares in which, at the time of his cessation of Service, Holder is not vested in accordance with the Vesting Schedule (such shares to be hereinafter referred to as the "Unvested Shares").

(b)Exercise of the Repurchase Right. The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares prior to the expiration of the ninety (90)-day exercise period. The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. In order to effect any such repurchase, the Company shall pay to Owner, in cash or cash equivalents, an amount equal to the Per Share Purchase Price multiplied by the number of Unvested Shares which are to be repurchased from Owner.

(c)Termination of the Repurchase Right. The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Paragraph 4(b). In addition, the Repurchase Right shall terminate and cease to be exercisable with respect to any and all Restricted Shares in which Holder vests in accordance with the Vesting Schedule.

(d)Recapitalization. Any new, substituted or additional securities or other property (including cash) paid as a dividend or otherwise) which is by reason of any Recapitalization distributed with respect to or in exchange for the Restricted Shares shall be immediately subject to the Repurchase Right, but only to the extent the Restricted Shares are at the time covered by such right. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of Restricted Shares subject to this Agreement and to the Per Share Purchase Price to be paid upon the exercise of the Repurchase Right in order to reflect the effect of any such Recapitalization upon the Company's capital structure; provided, however, that the aggregate of the Per Share Purchase Price applicable to all Unvested Shares shall remain the same. Any securities or other property (including cash) distributed with respect to the Restricted Shares as a dividend or otherwise which are subject to the Repurchase Right shall be held in escrow.

(e)Special Tax Election. The grant of the Restricted Shares may result in adverse tax consequences which may be avoided or mitigated by filing an election under Code Section 83(b). Such election must be filed within thirty (30) days after the date of this Agreement. The form for making the Code Section 83(b) election is set forth in Exhibit B hereto. HOLDER SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE RESTRICTED SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(B) ELECTION. HOLDER ACKNOWLEDGES THAT IT IS HOLDER'S SOLE RESPONSIBILITY, AND NOT THE COMPANY'S RESPONSIBILITY, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF HOLDER REQUESTS THAT THE COMPANY OR ITS REPRESENTATIVES FILE AN ELECTION UNDER CODE SECTION 83(B) ON HOLDER’S BEHALF.

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5.Additional Stock Grants. In addition to the grant of the Restricted Shares, and subject to the terms of the Employment Agreement and this Agreement, the Company shall grant Holder the following shares of Common Stock (together with the Restricted Shares, the "Shares"):

(a)Up to 12,000 shares over the Employment Period (as defined in the Employment Agreement) based on the Company's Health and Safety Monitoring Systems (“HSMS”) segment’s earnings before deduction of interest and taxes ("EBIT"), as determined based on the Company's audited financial statements for the applicable fiscal year, meeting or exceeding the following targets:

For 2007 - 2010
HSMS EBIT as a percentage of HSMS
revenues for the applicable fiscal year	# of Shares
5.0 - 5.99%	500 shares
6.0 - 6.99%	1,000 shares
7.0 - 7.99%	1,500 shares
8.0 - 8.99%	2,000 shares
9.0 - 9.99%	2,500 shares
10.0% - or more	3,000 shares; and

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

(b)Up to 34,000 shares over the Employment Period based on the Company's EBIT, as determined based on the Company's audited financial statements for the applicable fiscal year, meeting or exceeding the following targets:

For 2007 - 2010
EBIT growth over prior fiscal year	# of Shares
15.0 - 17.49%	3,000 shares
17.5 - 19.99%	4,000 shares
20.0 - 22.49%	5,250 shares
22.5 - 24.99%	6,500 shares
25.0% - or more	8,500 shares

(c)To the extent that the number of shares of Common Stock earned by Holder pursuant to subparagraphs 5(a) and 5(b) above exceeds a total of 37,500 shares of Common Stock, the grant of such shares of Common Stock shall be subject to obtaining shareholder approval. If such shareholder approval is not obtained prior to the time any such shares are earned by Holder, then Holder shall not be entitled to and shall not be granted any such shares. Any shares to be issued under subparagraphs 5(a) or 5(b) above shall be issued on April 15 of the year following the fiscal year for which the shares were earned.

(d)All shares to be issued pursuant to this Section 5 shall be issued out of the Plan, except that to the extent that the shares to be issued under subparagraphs 5(a) and 5(b) above exceed 37,500 shares of Common Stock, such shares to be issued in excess of 37,500 shares of Common Stock shall be issued as a separate individual grant to Employee and not out of the Plan.

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6.Securities Law Compliance.

(a)Registration of Securities. The Shares, to the extent issued out of the Plan, have been registered under the Act and are being issued to Holder pursuant to a Form S-8 registration statement.

(b)Restrictions on Disposition of Restricted Shares. Holder shall make no disposition of the Restricted Shares (other than a Permitted Transfer) unless and until there is compliance with all of the following requirements:

(i) Holder shall have provided the Company with a written summary of the terms and conditions of the proposed disposition of the Restricted Shares; and

(ii) Holder shall have complied with all requirements of this Agreement applicable to the disposition of the Restricted Shares.

(c)In addition, Holder shall make no disposition of the Shares unless Holder shall have provided the Company with written assurances, in form and substance satisfactory to the Company, that (a) the proposed disposition does not require registration of the Shares under the 1933 Act or (b) all appropriate action necessary for compliance with the registration requirements of the 1933 Act (including a Form S-3 reoffer prospectus, as applicable) or any exemption from registration available under the 1933 Act (including Rule 144) has been taken.

(d)The Company shall not be required (i) to transfer on its books any Shares which have been sold or transferred in violation of the provisions of this Agreement or (ii) to treat as the owner of the Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement.

7.No Right to Employment. Nothing in this Agreement shall be construed to give the Holder any right to be awarded any additional awards of shares or options under the Plan, or to confer on the Holder any right to continue in the employ of the Company or to be evidence of any agreement or understanding, express or implied, that the Company or any of its Subsidiaries or Parent will employ the Holder in any particular position or at any particular rate of remuneration, or for any particular period of time or to interfere in any way with or otherwise restrict in any way the rights of the Company or of the Holder, other as set forth in the Employment Agreement.

8.Amounts Not Salary or Bonus. The Holder agrees that the award of the Shares hereunder is special incentive compensation and that it will not be taken into account as "salary" or "compensation" or "bonus" in determining the amount of any payment under any pension, retirement, profit-sharing, savings or stock ownership plan of the Company, its Parent or any of its Subsidiaries, unless expressly provided pursuant to the terms of such plan.

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9.Forfeiture for Violation of Employment Agreement. In the event that Holder violates any of his Confidentiality or Non-Competition obligations arising under the Employment Agreement or other agreement with the Company, then all profits or gains realized by Holder as a result of the sale of any of the Shares shall be forfeited and returned to the Company.

10.Amendments. Except as otherwise provided in the Plan, this Agreement may only be amended or modified by written agreement of the Company and the Holder.

11.Successor and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and shall be binding upon and inure to the benefit of the Holder and his legatees, distributees and Legal Representatives. The Company may assign the Repurchase Right to any Person selected by the Board, including (without limitation) one or more shareholders of the Company.

12.Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, other than those laws which would defer to the substantive laws of another jurisdiction.

13.Shares Award Subject to Plan. By entering into this Agreement, the Holder agrees and acknowledges that the Holder has received and read a copy of the Plan. The Shares are subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. Capitalized terms used herein and not otherwise defined herein shall have the meaning provided for such terms in the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

14.Signature in Counterparts. This Agreement may be signed in one or more counterparts and delivered by facsimile, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

15.Definitions. As used herein, the following definitions shall apply:

(a)"Agreement" shall mean this Stock Purchase Agreement.

(b)"Board" shall mean the Company's Board of Directors.

(c)"Change in Control" shall have the same meaning as defined in the Employment Agreement.

(d)"Code" shall mean the Internal Revenue Code of 1986, as amended.

(e)"Common Stock" shall mean the Company's common stock, $.01 par value per share, as well as all securities received in replacement of the Company's common stock, as a stock dividend, or as a result of any stock split, recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties that a holder of common stock is entitled to by reason of the holder's ownership of the common stock.

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(f)"1933 Act" shall mean the Securities Act of 1933, as amended.

(g)"Employment Agreement" shall mean that certain Employment Agreement, dated as of May 24, 2007, between the Company and Holder.

(h)"Owner" shall mean Holder and all subsequent holders of the Restricted Shares who derive their chain of ownership through a Permitted Transfer from Holder.

(i)"Permitted Transfer" shall mean (i) a gratuitous transfer of the Restricted Shares to any “family member” as such term is defined in Section 1(a)(5) of the General Instructions to Form S-8 under the 1933 Act, provided, and provided only, that Holder obtains the Company's prior written consent to such transfer, or (ii) a transfer of title to the Restricted Shares effected pursuant to Holder's will or the laws of descent and distribution following Holder's death.

(j)"Person" shall mean an individual, a partnership, a corporation, a trust, a joint venture, a limited liability company, an unincorporated organization, a government or any department or agency thereof or any other entity.

(k)"Per Share Purchase Price" shall mean $.01.

(l) "Recapitalization" shall mean any stock split, stock dividend, recapitalization, combination of shares, merger, consolidation, exchange of shares or other change affecting the Company's outstanding Common Stock as a class.

(m)"SEC" shall mean the Securities and Exchange Commission.

(n)"Service" shall mean Holder's provision of services to the Company (or a Parent or Subsidiary of the Company) pursuant to the Employment Agreement.

(o)"Vesting Schedule" shall mean the vesting schedule specified in Section 4(b) in the Employment Agreement, pursuant to which Holder is to vest in the Restricted Shares in annual installments over the period of Service, subject to accelerated vesting under certain circumstances in connection with a Change in Control.

16.Notices. Any notice required to be given under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon delivery through the U. S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice at the address indicated below such party's signature line on this Agreement or at such other address as such party may designate by ten (10) days' advance written notice under this paragraph to all other parties to this Agreement.

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17.No Waiver. The failure of the Company in any instance to exercise the Repurchase Right shall not constitute a waiver of any other repurchase rights that may subsequently arise under the provisions of this Agreement or any other agreement between the Company and Holder. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.

18.Cancellation of Unvested Shares. If the Company shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Unvested Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time the person from whom such shares are repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Company shall be deemed the owner and holder of such shares, whether or not the certificates evidencing such shares have been delivered as required by this Agreement.

19.Holder Undertaking. Holder hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Holder or the Restricted Shares pursuant to the provisions of this Agreement.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its agent thereunto duly authorized, and the Holder has hereunto set his hand, all as of the date first above written.

AMERICAN MEDICAL ALERT CORP.

By: /s/ Jack Rhian  

Name: Jack Rhian

Title: President and Chief Executive Officer

HOLDER

/s/ Frederic Siegel  

Frederic Siegel

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EXHIBIT A

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED ___________________ hereby sell(s), assign(s)and transfer(s) unto American Medical Alert Corp. (the "Company"), _________________ (__________) shares of the Common Stock of the Company standing in his or her name on the books of the Company represented by Certificate No. ___________________ herewith and do(es) hereby irrevocably constitute and appoint ________________ Attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.

Date: _________________________

Signature: _________________________

INSTRUCTION: Please do not fill in any blanks other than the signature line.

Please sign exactly as you would like your name to appear on the issued stock

certificate. The purpose of this assignment is to enable the Company to exercise

the Repurchase Right without requiring additional signatures on the part of

Employee.

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EXHIBIT B

SECTION 83(B) ELECTION

This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2.

(1) The taxpayer who performed the services is:

Name:

Address:

Taxpayer Ident. No.:

(2) The property with respect to which the election is being made is ____________ shares of the common stock of American Medical Alert Corp., (the "Company")

(3)The property was issued on [_____ __], 2007.

(4)The taxable year in which the election is being made is the calendar year 2007.

(5)The property is subject to a repurchase right pursuant to which the issuer has the right to acquire the property at the original purchase price if taxpayer's employment with the issuer is terminated under certain circumstances.

(6)The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is [$ ] per share.

(7)The amount paid for such property is [$ ] per share.

(8)A copy of this statement was furnished to the Company.

(9) This statement is executed [____ __], 200_.

------------------------------	------------------------------------------
Spouse (if any)	Taxpayer

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE CENTER WITH WHICH TAXPAYER FILES HIS OR HER FEDERAL INCOME TAX RETURNS AND MUST BE MADE WITHIN THIRTY (30) DAYS AFTER THE EXECUTION DATE OF THE STOCK PURCHASE AGREEMENT. THIS FILING SHOULD BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED. TAXPAYER MUST RETAIN TWO (2) COPIES OF THE COMPLETED FORM FOR FILING WITH HIS OR HER FEDERAL AND STATE TAX RETURNS FOR THE CURRENT TAX YEAR AND AN ADDITIONAL COPY FOR HIS OR HER RECORDS.

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