8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 18, 2005

Hooper Holmes, Inc.

(Exact name of registrant as specified in charter)

New York	1-9972	22-1659359
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

170 Mt. Airy Road, Basking Ridge, New Jersey 07920

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (908) 766-5000

Not Applicable

(Former names 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 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 1.01. Entry into a Material Definitive Agreement.

On November 18, 2005, Hooper Holmes, Inc. (the “Company”) and John L. Spenser (“Mr. Spenser” or the “Employee”) entered into an Employment Agreement (the “Agreement”). Under the terms of the Agreement the Company will continue to employ Mr. Spenser in the full-time position of Executive Vice President and Chief Operating Officer, U.S. Operations. The term of the Agreement is for a period of two (2) years beginning November 1, 2005 and ending October 31, 2007, provided that unless either party gives not less than twelve (12) months advance notice of termination to the other, employment shall automatically continue after October 31, 2007. The Compensation Committee may review this Agreement annually to determine if it continues to meet the Company’s objectives.

Under the Agreement, Mr. Spenser will receive an annual salary of not less than Two Hundred Seventy-Five Thousand Dollars ($275,000) per year, payable on a pro rated basis in accordance with the Company’s standard payroll dates. A bonus program will be made available to Mr. Spenser based on the performance of the Company as recommended by the Company’s President and Chief Executive Officer to the Compensation Committee of the Board of Directors. Mr. Spenser will receive the standard benefits available to executive officers of the Company, including health insurance, 401k and vacation. He will also be entitled to reimbursement for expenses incurred in connection with performance of his duties, in accordance with the standard policies and procedures of the Company. In addition, Mr. Spenser will be entitled to the use of a motor vehicle leased by the Company on his behalf, subject to approval by the Company’s President and Chief Executive Officer.

The conditions for termination of the Agreement are as follows:

• Either the Company or Mr. Spenser may terminate the Agreement, effective anytime on or after October 31, 2007, by providing no less than twelve (12) months advance written notice to the other party.

• The Agreement shall terminate upon the death of Mr. Spenser and the Company may terminate the Agreement upon the disability of Mr. Spenser, disability being defined as an inability of Mr. Spenser to perform his duties under the Agreement for an aggregate period of twelve (12) weeks in any calendar year because of physical or mental disability, with such determination being made by a physician satisfactory to both parties.

• The Company may terminate Mr. Spenser’s employment for cause only upon the occurrence of the following events:

• Any conduct by the Employee involving dishonesty, fraud, forgery or theft involving the Company or the Employee’s employment with the Company.

• Employee’s continued violation of a material policy of the Company for a period of thirty (30) days after Employee’s receipt of a written notice specifying the nature of such violation from the Company.

• Employee being under the influence of or in the unlawful possession of alcohol or drugs while on duty, while on Company property, while on the property of a customer, while operating a Company owned, leased, or rented vehicle, or while pursuing Company business in the employee’s privately owned vehicle.

• Employee’s conviction of a crime involving dishonesty or moral turpitude.

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• Employee’s material failure to perform his duties for a period of thirty (30) days after having received a written notice specifying such failure from the Company.

• Gross misconduct by the Employee in connection with performance of his duties hereunder for a period of thirty (30) days after having received a written notice specifying the nature of such misconduct from the Company.

• Employee’s continued material breach of any of his obligations under this Agreement for a period of thirty (30) days after having received a written notice specifying the nature of such material breach from the Company.

• Because Mr. Spenser is a citizen of the United Kingdom, his employment is expressly conditioned on his maintaining eligibility to work and remain in the United States. If he does not remain eligible to work in the United States the Company may terminate the Agreement immediately.

Under the Agreement, Mr. Spenser agrees to keep confidential the Company’s confidential and proprietary information, including, but not limited to, client and customer lists, revenue and profit information, and business procedures (“Confidential Information”) and not to disclose any Confidential Information to any third parties, or make use of such Confidential Information for his own benefit. He also agrees that during his term of employment under the Agreement, and for a period of two (2) years after the termination of his employment with the Company, he will not compete anywhere in the United States or the United Kingdom, either directly or indirectly, with the Company or its subsidiaries in the business of providing services to the insurance industry or any other services provided by the Company or its subsidiaries during the term of his employment.

This Agreement supercedes any prior agreements, including the Employee Retention Agreement entered into by the parties as of May 18, 2005. In addition, the non-competition and confidentiality provisions of this Agreement shall survive any termination of the Agreement and remain enforceable according to their terms.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
10.1	Employment Agreement, entered into on November 18, 2005, by and between Hooper Holmes, Inc. and John L. Spenser

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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.

	Hooper Holmes, Inc.
Date: November 22, 2005	By:	/s/ Joseph A. Marone
		Joseph A. Marone
		Vice President and Acting Chief Financial Officer

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EX-10.1

Exhibit 10.1

Employment Agreement

This Employment Agreement (“Agreement”) is made as of the 1st day of November, 2005, by and between Hooper Holmes, Inc., a New York corporation, with its principal office at 170 Mt. Airy Road, Basking Ridge, New Jersey 07920 (the “Company”) and John L. Spenser, (“Spenser” or the “Employee”).

RECITALS

A. The Company desires to enter into this Agreement in order to retain the services of Employee, and Employee desires to continue to be employed by Company, subject to the terms and conditions of this Agreement.

Now, therefore, in consideration of the mutual promises and agreements contained herein, and other good and valuable consideration, the parties hereby agree as follows:

1) Employment.

a) The Company hereby agrees to continue to employ Employee, and Employee hereby accepts continued employment with the Company in the full time position of Executive Vice President and Chief Operating Officer, U.S. Operations of the Company, and Employee agrees to perform the duties and responsibilities as are customary and inherent in such position and such other duties as the Company’s President and Chief Executive Officer and/or Board of Directors may specify. The Employee shall be based in Basking Ridge, N.J.

b) Employee agrees to devote his entire business time and energies to the business of the Company and its subsidiary companies and to be employed by and work for the Company.

c) Employee represents and warrants to the Company that he is not a party to any agreement that would restrict or prohibit him from being employed by the Company.

2) Term, Compensation and Benefits.

a) The term of this Agreement shall be for a period of two (2) years beginning on November 1, 2005 and ending on October 31, 2007 and shall continue thereafter unless terminated in accordance with the terms hereof. At the discretion of the Compensation Committee of the Board and the CEO of the Company, this Agreement may be reviewed annually by the Compensation Committee so long as it is in effect to determine if it continues to meet the Company’s objectives.

b) The Employee shall receive an annual salary of Two Hundred Seventy-Five Thousand Dollars ($275,000) per year, payable on a pro rated basis in accordance with the Company’s standard payroll dates, provided such payments shall not be made less frequently than twice in each calendar month, less such deductions as may be established by Employee’s delivery of IRS Form W-4 to the Company and such other authorizations for deduction as may be requested by Employee. Employee and Company agree that any increase in Employee’s compensation following the execution of this Agreement shall not require a written amendment to this Agreement.

c) A bonus program will be made available to Employee based upon the annual performance of the Company as recommended by the Company’s President and Chief Executive Officer to the Compensation Committee of the Board of Directors.

d) The Employee shall also receive the standard benefits available to Executive Officers of the Company, including but not necessarily limited to health insurance, 401K and vacation, all in accordance with the Company’s policies and plans, as more particularly described in the Company’s employee manuals. The Employee shall also be entitled to reimbursement for expenses incurred in connection with his responsibilities in accordance with the standard policies and procedures of the Company.

e) Employee shall be entitled to the use of a motor vehicle leased by the Company on Employee’s behalf, the terms of such lease to be subject to the approval of the Company’s President and Chief Executive Officer.

3) Termination and Discharge For Cause.

a) At any time on or after October 31, 2007, either party may terminate this Agreement for any reason, provided the terminating party provides no less than twelve (12) months prior written notice to the other party. To avoid any ambiguity, the parties agree that such notice may be provided as early as the first anniversary of the date of this Agreement, such that the termination could be effective as early as October 31, 2007. Any such notice shall be deemed to have been given if hand delivered or if

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mailed first class, postage prepaid, to the last known address of the party to whom notice is directed. This Agreement shall be terminated upon the death of the Employee and the Company may terminate this Agreement upon the disability of the Employee. As used in this Agreement, the term “disability” shall mean the inability of the Employee to perform his duties under this Agreement for an aggregate period of twelve (12) weeks in any calendar year resulting from any physical or mental disability. The determination of a disability shall be made by a physician satisfactory to both the Employee and the Company.

b) The Employee may be terminated at any time for “Cause” which shall include only the following:

i) Any conduct by the Employee involving dishonesty, fraud, forgery or theft involving the Company or the Employee’s employment with the Company.

ii) Employee’s continued violation of a material policy of the Company for a period of thirty (30) days after Employee’s receipt of a written notice specifying the nature of such violation from the Company.

iii) Employee being under the influence of or in the unlawful possession of alcohol or drugs while on duty, while on Company property, while on the property of a customer, while operating a Company owned, leased, or rented vehicle, or while pursuing Company business in the employee’s privately owned vehicle.

iv) Employee’s conviction of a crime involving dishonesty or moral turpitude.

v) Employee’s material failure to perform his duties for a period of thirty (30) days after having received a written notice specifying such failure from the Company.

vi) Gross misconduct by the Employee in connection with performance of his duties hereunder for a period of thirty (30) days after having received a written notice specifying the nature of such misconduct from the Company.

vii) Employee’s continued material breach of any of his obligations under this Agreement for a period of thirty (30) days after having received a written notice specifying the nature of such material breach from the Company.

c) Employee’s continued employment with the Company is expressly conditioned upon Employee maintaining his eligibility to remain in and work in the United States of America, it being recognized that Employee is a citizen of The United Kingdom. In the event that at any time during

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the term of this Agreement, Employee ceases to be eligible to legally remain in and work in the United States of America, the Company may immediately terminate this Agreement. Notwithstanding the foregoing, the Company shall provide reasonable assistance to Employee in any attempt made by Employee to maintain his eligibility to remain in and work in the United States of America.

4) Effect of Termination.

In the event that the Employee’s employment is terminated by reason of the death or disability of the Employee as defined in Section 3 (a) above, or by the Company pursuant to Section 3 (c) or for Cause, the Company’s sole obligation to the Employee hereunder shall be to pay to him any compensation otherwise payable and owed plus reimbursement for expenses properly incurred hereunder up to and including the Employee’s last day of employment.

5) Confidential and Proprietary Information.

a) Employee understands and agrees that he will be privy to information that is confidential in nature and proprietary to the Company. Such information shall include, but not be limited to, client and customer lists, revenue and profit information, and business procedures (“Confidential Information”).

b) Employee further understands and agrees that Confidential Information is essential to Company’s business and that the disclosure of such Confidential Information to a third party, including a competitor of Company, would cause irreparable harm to the Company’s business.

c) Employee agrees that, except as provided in subsection 5(d), during the term of this Agreement and following the termination hereof, he will keep confidential such Confidential Information and not divulge it to any third party or make use of such information for his own benefit. In the event of a breach of this section by Employee, the Company shall be entitled to injunctive relief in addition to such other legal remedies as may be available to it.

d) Notwithstanding the foregoing, the restrictions on use and disclosure of Confidential Information set forth in this Agreement will not apply to information that:

i) is or becomes part of the public domain by publication or otherwise without fault of Employee;

ii) is required to be disclosed pursuant to a court or government order or other legal process, provided that Employee provides the Company with prompt written notice of such compelled disclosure; or

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iii) is approved for disclosure or use by prior written authorization of the Company.

6) Non-Competition

In consideration for employment with the Company and in further consideration for the compensation provided in Section 2 (b) above, Employee agrees that during the term of Employee’s employment, and for a period of two (2) years following the termination of Employee’s employment with the Company, Employee will not, directly or indirectly, individually or in concert with others, or through the medium of any other corporation, partnership, syndicate, association, joint venture or other entity or as an employee, officer, director, agent, consultant, partner, member, independent contractor or otherwise, compete with the Company or its subsidiaries in the business of providing services to the insurance industry or such other services as are now provided by the Company or its subsidiaries, or which are provided by the Company or its subsidiaries during the term of Employee’s employment by Company, anywhere in the United States or the United Kingdom.

7) Miscellaneous.

a) This Agreement is personal and shall not be assigned by Employee.

b) This Agreement shall be binding upon and inure to the benefit of the Employee, the Company, and their respective heirs, successors and/or assigns.

c) This Agreement shall be construed under and governed in all respects by the laws of the State of New Jersey, without reference to its conflicts of laws principles. Each party to this Agreement irrevocably consents and agrees that any legal action arising out of or in any way in connection with this Agreement shall only be maintained in the courts of the State of New Jersey, in the County of Somerset, or in a United States District Court located in the State of New Jersey, and each party hereto accepts and submits to the exclusive jurisdiction of such courts.

d) If a duly authorized court of competent jurisdiction shall declare any portion or provision of the Agreement illegal or unenforceable, then the remainder of this Agreement shall not be affected thereby and shall continue in full force and effect. In the event that a duly authorized court of competent jurisdiction determines that the restrictive covenants contained in this Agreement are unenforceable because of duration and/or the area encompassed thereby, then the Employee and the Company agree that the Court making such determinations shall have the power to reduce the term and/or area of the restrictive covenant, and that such covenant shall be enforceable in its reduced form.

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e) The provisions of Sections 5 and 6 of this Agreement shall survive termination of this Agreement and remain enforceable according to their terms.

f) This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement.

g) This Agreement shall constitute the entire agreement of the parties relating to the subject matter hereof and shall supercede any and all prior agreements or understandings between the parties, including but not limited to that certain Employee Retention Agreement between the parties dated as of the 18^th day of May, 2005. This Agreement may be amended only by a written document signed by both parties.

IN WITNESS WHEREOF, the Employee and the Company have executed and delivered this agreement in duplicate originals on the dates indicated opposite their names.

John L. Spenser, Employee		Date:
/s/ John L Spenser		November 18, 2005
HOOPER HOLMES, INC., the Company
By:	/s/ Benjamin A. Currier	November 18, 2005
Name:	Benjamin A. Currier
Title:	Chairman & Interim Chief Executive Officer

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