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): May 19, 2011

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.)

36-36 33rd Street, Long Island City, New York	11106
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code:  (212) 879-5700

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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On May 19, 2011, Richard Rallo was appointed as Chief Operating Officer of American Medical Alert Corp. (the “Company”).

Mr. Rallo joined the Company in February 2001 as the Controller and became Chief Financial Officer in April 2003.  Since January 2009, Mr. Rallo has also served as the Chief Operating Officer of the Health and Safety Monitoring Systems (HSMS) division of the Company.  In addition, since July 2009, Mr. Rallo has served as the Company’s Corporate Secretary.  From May 1997 to February 2001, Mr. Rallo served as the Chief Financial Officer of Tradewell, Inc., a barter company.  From October 1994 to April 1997, Mr. Rallo served as the Controller of Connoisseur Communications Partners L.P., a company that owned and operated radio stations.  From 1986 to 1994 Mr. Rallo worked in public accounting for Touche Ross & Co. and Margolin, Winer & Evens LLP.  Mr. Rallo is a Certified Public Accountant and has a BS in accounting from the University of Denver.

On May 25, 2011, the Company entered into an amendment to Mr. Rallo’s existing employment agreement with the Company, in order to reflect Mr. Rallo’s appointment as Chief Operating Officer of the Company, and to conform certain terms of the agreement relating to termination of employment and to Internal Revenue Code Section 409A compliance to the employment agreements entered into effective January 1, 2011 with Jack Rhian, the Company’s President and Chief Executive Officer, and Fred Siegel, the Company’s Executive Vice President.  For a complete description of Mr. Rallo’s existing employment agreement, please see the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on March 31, 2011.

The foregoing description is not complete and is qualified in its entirety to Amendment No. 1 to Employment Agreement, attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by this reference.

Item 9.01.  Financial Statements and Exhibits

(d)           Exhibits.

Exhibit No.	Exhibit Name
10.1	Amendment No. 1 to Employment Agreement, dated May 25, 2011, between American Medical Alert Corp. and Richard Rallo

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:  May 25, 2011

AMERICAN MEDICAL ALERT CORP.
By:	/s/ Jack Rhian
	Name: Jack Rhian
	Title:  President and Chief Executive Officer

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This AMENDMENT NO. 1 to EMPLOYMENT AGREEMENT (this “Amendment”), dated as of May 25, 2011, to the Employment Agreement (the “Original Agreement”) made effective as of January 1, 2009 between AMERICAN MEDICAL ALERT CORP., a New York corporation (the "Company"), with offices located at 36-36 33rd Street, Long Island City, New York 11106 and RICHARD RALLO, an individual having an address at 3 Byfield Place, Melville, NY 11747 ("Employee").  Capitalized terms not defined in this Amendment No. 1 have the respective meanings specified in the Agreement, which will remain in full force and effect as amended hereby.

WITNESSETH:

WHEREAS, the Company and Employee desire to amend the Original Agreement to reflect Employee’s appointment as Chief Operating Officer of the Company, and to clarify the definition of “Change in Control” under certain circumstances and the section relating to Code Section 409A compliance, as set forth herein.

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

1.           Amendments to the Original Agreement.

(a)           Section 2 of the Original Agreement is hereby deleted in its entirety and replaced with the following provision:

“Duties.  Subject to the authority of the Board of Directors, the Chief Executive Officer and President of the Company, Employee shall be employed as the Company's Chief Financial Officer and Chief Operating Officer.  Employee will perform such duties and services of an executive nature, commensurate with his position as the Chief Financial Officer and Chief Operating Officer, as may from time to time be assigned to him by the Board of Directors or Chief Executive Officer and President of the Company.  The Employee shall report to the Company's Chief Executive Officer and President, and as necessary or appropriate, and in any event as required by law, to the audit committee of the Board of Directors.”

(b)           Section 9(e) of the Original Agreement is hereby deleted in its entirety and replaced with the following provision:

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

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

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

(iii)         the consummation of the sale or disposition by the Company of all or substantially all of the Company's assets; or

(iv)         the consummation of a merger or consolidation of the Company with any other company, other than a merger or consolidation which would result in the combined voting power of the Company's voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent company of such surviving entity) 50% or more of the combined voting power of the voting securities of the Company or such surviving entity or the parent company of such surviving entity outstanding immediately after such merger or consolidation.  Notwithstanding the foregoing, any transaction involving a leveraged buyout or other acquisition of the Company which would otherwise constitute a Change in Control, in which Employee owns (post-transaction) more than 10% of the voting power of outstanding securities in the surviving or successor entity or its parent company (not counting securities Employee receives in exchange for his Company holdings), shall not constitute a Change in Control.”

(c)           Section 19 of the Original Agreement is hereby deleted in its entirety and replaced with the following provision:

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

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2.           Other Provisions.  Except as expressly modified by this Amendment, all of the provisions of the Original Agreement are equally applicable to this Amendment.

3.           Effect of Amendment.

(i)           No Other Amendments. Except as specifically amended by this Amendment, the Original Agreement will remain in full force and effect and is hereby ratified and confirmed.

(ii)          No Waivers.  The execution, delivery and performance of this Amendment will not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the parties under, the Original Agreement or any other document relating to the Original Agreement.

(iii)         References.  On and after the date hereof, each reference in the Original Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Original Agreement, and each reference in any other document relating to the “Employment Agreement,” the “Agreement,” “thereunder,” “thereof,” or words of like import referring to the Original Agreement, means and references the Original Agreement as amended hereby.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

EMPLOYEE:

/s/ Richard Rallo

Richard Rallo

COMPANY:

AMERICAN MEDICAL ALERT CORP.

By:  /s/ Jack Rhian

Name: Jack Rhian

Title:   President and CEO

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