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 15, 2007

Glowpoint, Inc.

(Exact name of registrant as specified in its Charter)

Delaware	0-25940	77-0312442
(State or other jurisdiction	(Commission	(I.R.S Employer
of incorporation)	File Number)	Identification No.)

225 Long Avenue Hillside, NJ	07205
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code	(312) 235-3888

Not Applicable

(Former name or former address, if changed since last report)

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On May 15, 2007, Glowpoint, Inc. (the "Company") amended the employment agreements of Michael Brandofino, its Chief Executive Officer and President, and Joseph Laezza, its Chief Operating Officer. Mr. Brandofino’s agreement was amended to (i) reflect his title as Chief Executive Officer and President, (ii) grant 400,000 restricted shares of the Company’s common stock, with one-half of such restricted shares vesting on each of May 15, 2009 and May 15, 2011, and (iii) grant an option to purchase 200,000 shares of the Company’s common stock, with one-half of such options vesting immediately and the remaining 100,000 options vesting in equal installments on May 15, 2008, May 15, 2009, and May 15, 2010. This brief description of Mr. Brandofino’s employment agreement amendment is qualified by reference to the provisions of the agreement attached to this report as Exhibit 99.1.

Mr. Laezza’s agreement was amended to (i) reflect his title as Chief Operating Officer, (ii) grant 100,000 restricted shares of the Company’s common stock, with one-half of such restricted shares vesting on each of May 15, 2009 and May 15, 2011, and (iii) grant an option to purchase 250,000 shares of the Company’s common stock, with one-half of such options vesting immediately and the remaining 125,000 options vesting in equal installments on May 15, 2008, May 15, 2009, and May 15, 2010. This brief description of Mr. Laezza’s employment agreement amendment is qualified by reference to the provisions of the agreement attached to this report as Exhibit 99.2.

Additionally, the Company amended the employment agreements of Edwin F. Heinen, the Company’s Chief Operating Officer, and David W. Robinson, the Company’s Executive Vice President and General Counsel, to provide for the vesting of restricted stock upon a change of control, regardless of whether continuing employment is offered. Attached as Exhibits 99.3 and 99.4, respectively, are the employment agreement amendments of Mr. Heinen and Mr. Robinson.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a)	Financial Statements of Businesses Acquired. Not Applicable.
(b)	Pro Forma Financial Information. Not Applicable.

(c)	Exhibits
	Exhibit No.	Description
	Exhibit 99.1	Employment Agreement Amendment between the Company and Michael Brandofino, dated May 15, 2007.
	Exhibit 99.2	Employment Agreement Amendment between the Company and Joseph Laezza, dated May 15, 2007.
	Exhibit 99.3	Employment Agreement Amendment between the Company and Edwin F. Heinen, dated April 24, 2007.
	Exhibit 99.4	Employment Agreement Amendment between the Company and David W. Robinson, dated April 24, 2007.

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 hereunto duly authorized.

	GLOWPOINT, INC.
	BY:	/s/ Michael Brandofino
		Michael Brandofino
		Chief Executive Officer and President
Date: May 21, 2007

EX-99.1

Exhibit 99.1

EMPLOYMENT AGREEMENT AMENDMENT

This Employment Agreement Amendment (this "Amendment"), dated May 15, 2007, is by and between Glowpoint, Inc., a Delaware corporation (hereinafter "Glowpoint"), and Michael Brandofino (hereinafter "Employee"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Employment Agreement (as defined below).

WHEREAS, Employee and Glowpoint entered into an Amended and Restated Employment Agreement as of July 1, 2004 (the “Employment Agreement”); and

WHEREAS, Employee was promoted to the Company’s Chief Executive Officer and President on April 7, 2006 and the Company wishes to continue to employ Employee in such capacity, and Employee wishes to continue to work for Company;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Position. Section 1.1 of the Employment Agreement is hereby amended to delete the first sentence in its entirety and replace it with, “Employee is employed by the Company to render services to the Company in the position of Chief Executive Officer and President.” All references in the Agreement to “Executive Vice President and Chief Technology Officer” are replaced with “Chief Executive Officer and President.”

2.Additional Option and Restricted Stock Grant. A new Section 2.8 and Section 2.9 are hereby added to the Employment Agreement:

“2.8Additional Options. The Company shall recommend to the Compensation Committee and the Board that the Employee be granted stock options (the “Additional Options”) to purchase two hundred thousand (200,000) shares of Common Stock of the Company, with an option to acquire 100,000 shares vesting immediately and the balance of the Additional Options vesting one-third annually thereafter on the anniversary of the grant.

2.9Restricted Stock. The Company shall recommend to the Compensation Committee and the Board that Employee be granted restricted stock ("Restricted Stock") in the amount of four hundred thousand (400,000) shares of Common Stock of the Company.

(a)Other than as expressly provided herein, the Restricted Stock shall be forfeited if the Employee’s employment with the Company is terminated for any reason. Notwithstanding the foregoing, the risk of forfeiture of the Restricted Stock will irrevocably lapse with respect to 200,000 shares upon the second anniversary of this Amendment and with respect to the remaining 200,000 upon the fourth anniversary of this Amendment. The Employee may, in his discretion and subject to the satisfaction of applicable income and employment tax withholding obligations, make an election under Section 83(b) of the Internal Revenue Code with respect to the Restricted Stock. Employee’s entitlement to any Restricted Stock that may be approved by the Board and/or Compensation Committee is conditioned upon Employee’s signing of a separate Restricted Stock Agreement and payment of the par value of the Restricted Stock if required.

(b)The risk of forfeiture of the Restricted Stock shall lapse upon a Change in Control or Corporate Transaction (as each is defined in the Restricted Stock Agreement) as long as Employee remains employed by the Company during the period commencing thirty (30) days prior to the date of the Change of Control or Corporate Transaction.

3.Employment Reporting. All references in the Agreement to the Employee reporting to, and/or accepting assignments or orders from, “the President and CEO” shall be replaced by “the Board of Directors”, as the context requires.

4.Entire Agreement. This Amendment is the final, complete and exclusive agreement between the Parties relating to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, promises and other communications, whether oral or written, relating to such subject matter. Unless specifically amended by this Amendment, all terms of the Employment Agreement remain unchanged and are in full force and effect. If any provision of the Employment Agreement, as amended by this Amendment, is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect.

In Witness Whereof, the parties have duly executed this Agreement as of the date first written above.

Glowpoint, Inc.
/s/ Dean Hiltzik	/s/ Michael Brandofino
Name: Dean Hiltzik	Michael Brandofino
Title: Director and Member of the Compensation Committee

EX-99.2

Exhibit 99.2

EMPLOYMENT AGREEMENT AMENDMENT

This Employment Agreement Amendment (this "Amendment"), dated May 15, 2007, is by and between Glowpoint, Inc., a Delaware corporation (hereinafter "Glowpoint"), and Joseph Laezza (hereinafter "Employee"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Employment Agreement (as defined below).

WHEREAS, Employee and Glowpoint entered into an Employment Agreement on March 11, 2004 (the “Employment Agreement”); and

WHEREAS, Employee was hired as Vice President, Operations and was promoted to the Company’s Chief Operating Officer on April 7, 2006 and the Company wishes to continue to employ Employee, and Employee wishes to continue to work for Company;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Position. Section 1.1 of the Employment Agreement is hereby amended to delete the first sentence in its entirety and replace it with, “Employee is employed by the Company to render services to the Company in the position of Chief Operating Officer for the two year period commencing as of January 1, 2007.” All references in the Agreement to “Vice President, Operations” are replaced with “Chief Operating Officer.”

2.Vacation. Section 2.7 of the Employment Agreement is hereby amended to delete “3 weeks of vacation” and insert “four (4) weeks of vacation” in its place.

3.Option and Additional Restricted Stock Grant. A new Section 2.8 and Section 2.9 are hereby added to the Employment Agreement:

“2.8Options. The Company shall recommend to the Compensation Committee and the Board that the Employee be granted stock options (the “Options”) to purchase two hundred fifty thousand (250,000) shares of Common Stock of the Company, with options to acquire 125,000 vesting immediately and the balance of the Options vesting one-third annually thereafter on the anniversary of the grant.

2.9Additional Restricted Stock. The Company shall recommend to the Compensation Committee and the Board that Employee be granted restricted stock ("Additional Restricted Stock") in the amount of one hundred thousand (100,000) shares of Common Stock of the Company.

(a)Other than as expressly provided herein, the Additional Restricted Stock shall be forfeited if the Employee’s employment with the Company is terminated for any reason. Notwithstanding the foregoing, the risk of forfeiture of the Additional Restricted Stock will irrevocably lapse with respect to 50,000 shares upon the second anniversary of this Amendment and with respect to the remaining 50,000 upon the fourth anniversary of this Amendment. The Employee may, in his discretion and subject to the satisfaction of applicable income and employment tax withholding obligations, make an election under Section 83(b) of the Internal Revenue Code with respect to the Additional Restricted Stock. Employee’s entitlement to any Additional Restricted Stock that may be approved by the Board and/or Compensation Committee is conditioned upon Employee’s signing of a separate Restricted Stock Agreement and payment of the par value of the Additional Restricted Stock if required.

(b)The risk of forfeiture of the Additional Restricted Stock shall lapse upon a Change in Control or Corporate Transaction (as each is defined in the Restricted Stock Agreement) as long as Employee remains employed by the Company during the period commencing thirty (30) days prior to the date of the Change of Control or Corporate Transaction.

4.Entire Agreement. This Amendment is the final, complete and exclusive agreement between the Parties relating to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, promises and other communications, whether oral or written, relating to such subject matter. Unless specifically amended by this Amendment, all terms of the Employment Agreement remain unchanged and are in full force and effect. If any provision of the Employment Agreement, as amended by this Amendment, is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect.

In Witness Whereof, the parties have duly executed this Agreement as of the date first written above.

Glowpoint, Inc.
/s/ Michael Brandofino	/s/ Joseph Laezza
Michael Brandofino	Joseph Laezza
President and CEO

EX-99.3

Exhibit 99.3

EMPLOYMENT AGREEMENT AMENDMENT

This Employment Agreement Amendment (this "Amendment"), dated April 24, 2007, is by and between Glowpoint, Inc., a Delaware corporation (hereinafter "Glowpoint"), and Edwin F. Heinen (hereinafter "Employee"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Employment Agreement (as defined below).

WHEREAS, Employee and Glowpoint entered into an Employment Agreement on January 30, 2007 (the “Employment Agreement”); and

WHEREAS, Employee is the Company’s Chief Financial Officer and the Company and Employee desire to amend the employment terms;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Vesting of Restricted Stock Upon a Change of Control or Corporate Transaction. Section 2.2(b) of the Employment Agreement is hereby amended to provide that the Restricted Stock shall automatically vest upon a Change in Control or Corporate Transaction, regardless of whether Employee is offered continued employment after such a Change in Control or Corporate Transaction. Therefore, the following provision is deleted from Section 2.2(b): “provided, however, if the surviving company of such Change of Control or Corporate Transaction offers Employee continued employment at an equivalent level in terms of position, responsibility, compensation and benefits to that existing immediately prior to the Change in Control or Corporate Transaction and the successor entity or its parent assumes the contractual obligations with respect to the Restricted Stock, such risk of forfeiture shall not automatically lapse, but will lapse in accordance to the schedule set forth in paragraph 2.2(a).” Section 2.2(b) shall hereafter read in its entirety as follows:

“(b) The risk of forfeiture of the Restricted Stock shall lapse upon a Change in Control or Corporate Transaction (as each is defined in the Restricted Stock Agreement) as long as Employee remains employed by the Company during the period commencing thirty (30) days prior to the date of the Change of Control or Corporate Transaction.”

2.Entire Agreement. This Amendment is the final, complete and exclusive agreement between the Parties relating to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, promises and other communications, whether oral or written, relating to such subject matter. Unless specifically amended by this Amendment, all terms of the Employment Agreement remain unchanged and are in full force and effect. If any provision of the Employment Agreement, as amended by this Amendment, is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect.

In Witness Whereof, the parties have duly executed this Agreement as of the date first written above.

Glowpoint, Inc.
By:	/s/ Michael Brandofino	/s/ Edwin F. Heinen
	Michael Brandofino	Edwin F. Heinen
	President and CEO

EX-99.4

Exhibit 99.4

EMPLOYMENT AGREEMENT AMENDMENT

This Employment Agreement Amendment (this "Amendment"), dated April 24, 2007, is by and between Glowpoint, Inc., a Delaware corporation (hereinafter "Glowpoint"), and David W. Robinson (hereinafter "Employee"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Employment Agreement (as defined below).

WHEREAS, Employee and Glowpoint entered into an Employment Agreement on May 1, 2006 (the “Employment Agreement”); and

WHEREAS, Employee was hired as Executive Vice President, General Counsel and the Company and Employee desire to amend the employment terms;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Vesting of Restricted Stock Upon a Change of Control or Corporate Transaction. Section 2.2(b) of the Employment Agreement is hereby amended to provide that the Restricted Stock shall automatically vest upon a Change in Control or Corporate Transaction, regardless of whether Employee is offered continued employment after such a Change in Control or Corporate Transaction. Therefore, the following provision is deleted from Section 2.2(b): “provided, however, if the surviving company of such Change of Control or Corporate Transaction offers Employee continued employment at an equivalent level in terms of position, responsibility, compensation and benefits to that existing immediately prior to the Change in Control or Corporate Transaction and the successor entity or its parent assumes the contractual obligations with respect to the Restricted Stock, such risk of forfeiture shall not automatically lapse, but will lapse in accordance to the schedule set forth in paragraph 2.2(a).” Section 2.2(b) shall hereafter read in its entirety as follows:

“(b) The risk of forfeiture of the Restricted Stock shall lapse upon a Change in Control or Corporate Transaction (as each is defined in the Restricted Stock Agreement) as long as Employee remains employed by the Company during the period commencing thirty (30) days prior to the date of the Change of Control or Corporate Transaction.”

2.Entire Agreement. This Amendment is the final, complete and exclusive agreement between the Parties relating to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, promises and other communications, whether oral or written, relating to such subject matter. Unless specifically amended by this Amendment, all terms of the Employment Agreement remain unchanged and are in full force and effect. If any provision of the Employment Agreement, as amended by this Amendment, is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect.

In Witness Whereof, the parties have duly executed this Agreement as of the date first written above.

Glowpoint, Inc.
By:	/s/ Michael Brandofino	/s/ David W. Robinson
	Michael Brandofino	David W. Robinson
	President and CEO