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): April 25, 2008

Natus Medical Incorporated

(Exact name of registrant as specified in its charter)

Delaware	000-33001	77-0154833
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1501 Industrial Road

San Carlos, CA 94070

(Address of principal executive offices)

650-802-0400

(Registrant’s telephone number, including area code)

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

At its April 15, 2007 meeting, the Compensation Committee of the Board of Directors of Natus Medical Incorporated (the “Company”) approved an amendment to the employment agreement between the Company and James B. Hawkins, its President and Chief Executive Officer. An amended agreement was executed on April 25, 2008.

The amended agreement provides that if within twelve months of a change-in-control transaction Mr. Hawkins terminates his employment for “good reason” or is terminated without cause, then Mr. Hawkins will receive a lump sum payment due and payable within thirty (30) days after the date of separation, less applicable withholding taxes, equal to two times the sum of (i) the greater of his then current base salary rate and his base salary rate in effect immediately prior to the change-in-control transaction and (ii) the greater of 100% of his target bonus then in effect and 100% of his target bonus as in effect immediately prior to the change-in-control transaction; (iii) continued provision of COBRA or similar benefits through the lesser of twenty-four months or the date upon which Mr. Hawkins becomes covered under similar plans; and (iv) the immediate vesting of unvested stock options, restricted stock and other equity awards. Employment termination is for “good reason” if it follows a material reduction in the officer’s duties or responsibilities, a material reduction in base salary, a material reduction in employee benefits, relocation of more than 35 miles from the officer’s present location, or the failure of a successor entity to assume the employment agreement. A change in control for purposes of this employment agreement is a transaction by which someone acquires more than 50% of the Company’s outstanding voting power, a merger or consolidation following which the stockholders of the Company own 40% or less of the combined voting power of the Company or the surviving entity, stockholder approval of a plan to liquidate the Company, or the sale of all or substantially all of the assets of the Company.

Mr. Hawkins’ employment agreement with the Company previously provided for the payment of one times the amount defined in section (i) above, did not provide for a payment associated with any bonus as defined in section (ii) above, and provided for the amount defined in section (iii) above for twelve months. The amended agreement also revised certain other terms of Mr. Hawkins’ employment with the company.

To be eligible for termination benefits, Mr. Hawkins must comply with certain non-compete and non-solicitation provisions and payment of these benefits is conditioned on execution of a release of claims.

The amended agreement is attached as Exhibit 99.1 to this report and incorporated herein by reference.

Item 8.01 Other Events.

On December 3, 2007, Natus Medical Incorporated (the “Company”) filed a Current Report on Form 8-K to report that it had completed the acquisition of Excel-Tech, Ltd. (“Xltek”), based in Oakville, Ontario, Canada, pursuant to an Arrangement Agreement dated as of October 9, 2007 by and among the Company, Xltek and 4437713 Canada, Inc., a wholly-owned subsidiary of the Company. The Merger closed and became effective on November 29, 2007.

In connection with a Form S-3 registration statement that it intends to file today, the Company is providing pro forma financial information for the twelve months ended December 31, 2007 relating to its acquisition of Xltek. This pro forma financial information is attached as Exhibit 99.2 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Amended employment agreement between the Company and James B. Hawkins dated April 25, 2008.
99.2	Unaudited pro forma financial information for the year ended December 31, 2007

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.

	NATUS MEDICAL INCORPORATED (Registrant)
Dated: April 28, 2008	By:	/s/ Steven J. Murphy
		Steven J. Murphy
		Vice President Finance and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Amended employment agreement between the Company and James B. Hawkins dated April 25, 2008.
99.2	Unaudited pro forma financial information for the year ended December 31, 2007

EX-99.1

Exhibit 99.1

NATUS MEDICAL, INC.

JAMES B. HAWKINS EMPLOYMENT AGREEMENT

This Agreement is entered into as of April 25, 2008, (the “Effective Date”) by and between Natus Medical, Inc. (the “Company”), and James B. Hawkins (“Executive”) and is an amendment and restatement of the agreement entered into by the parties on April 12, 2004.

1. Duties and Scope of Employment.

(a) Positions and Duties. As of the Effective Date, Executive shall be an employee of the Company, and serve as President and Chief Executive Officer of the Company. Executive will render such business and professional services in the performance of his duties, consistent with Executive’s position within the Company, as shall reasonably be assigned to him by the Company’s Board of Directors (“Board”). The period of Executive’s employment under this Agreement is referred to herein as the “Employment Term.”

(b) Obligations. During the Employment Term, Executive will perform his duties faithfully and to the best of his ability and will devote his full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board.

2. At-Will Employment. The parties agree that Executive’s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice. Executive understands and agrees that neither his job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of his employment with the Company.

3. Compensation.

(a) Base Salary. During the Employment Term, the Company will pay Executive an annual salary (the “Base Salary”) of three-hundred-and-ten thousand dollars ($310,000.00) as compensation for his services. The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices and be subject to the usual, required withholding. The Base Salary will be subject to review and adjustments will be made based upon the Company’s normal performance review practices.

(b) Performance Bonus. Executive shall be eligible to receive an annual bonus upon achievement of performance objectives to be determined by the Board or the Compensation Committee of the Board (the “Compensation Committee”).

(c) Stock Awards. Executive shall be eligible to receive stock options to purchase shares of Common stock of the Company, pursuant to and governed by the terms of the Natus Amended and Restated 2000 Stock Awards Plan, with an exercise price per share at the last closing market price on the day prior to the date of grant of such stock options. Vesting requirements shall be determined by the Board or Compensation Committee.

4. Employee Benefits. During the Employment Term, Executive will be entitled to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, the Company’s group medical, dental, vision, disability, life insurance, and flexible-spending account plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

5. Paid Time Off (“PTO”). Executive is entitled to receive PTO pursuant to Natus’ standard benefit policy currently and hereafter maintained by the Company, and as may be cancelled or changed from time to time.

6. Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

7. Severance.

(a) Involuntary Termination. If Executive’s employment with the Company terminates other than for “Cause” (as defined herein), death or disability, and subject to Section 11, Executive shall be entitled to (i) a lump sum payment due and payable within thirty (30) days after the date of Executive’s “separation from service” (as defined in regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) and equal to the sum of his Base Salary as then in effect; (ii) the immediate vesting and exercisability (if applicable) of 100% of the shares subject to all of Executive’s stock awards to acquire Company Common Stock outstanding on the date of such termination (the “Stock Awards”) and (iii) continued provision by the Company of the level of group health coverage provided by the Company to Executive at the time of such termination, including payment by the Company of the necessary premiums for coverage of Executive and Executive’s eligible dependents with group health continuation coverage under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) and then, if applicable, individual health coverage under

the individual policy required to be offered Executive for coverage of Executive and Executive’s eligible dependents at the end of the COBRA coverage period through the lesser of (x) twelve (12) months from the effective date of such termination, or (y) the date upon which Executive and each of Executive’s eligible dependents become covered under similar plans; provided, however, that Executive timely elects such COBRA coverage.

(b) Voluntary Termination; Termination for Cause. If Executive’s employment with the Company terminates voluntarily by Executive (other than as described in subsection (c) below) or for Cause by the Company or due to Executive’s death or disability, or involuntarily for any reason within one hundred and eighty (180) days of commencement of employment, then (i) all vesting of Stock Awards will immediately cease, (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (iii) Executive will only be eligible for severance benefits, if any, in accordance with the Company’s established policies as then in effect.

(c) Change of Control Benefits. If within twelve (12) months following a “Change of Control” (as defined below) (i) Executive terminates Executive’s employment with the Company for Good Reason after providing the Company with written notice within the ninety (90) days after the occurrence of an event constituting Good Reason and an opportunity for the Company to cure such occurrence of not less than thirty (30) days, or (ii) the Company or the successor corporation terminates Executive’s employment with the Company for other than Cause, death or disability, then Executive shall be entitled to receive the benefits provided for in subsection (a) above, except that (A) the amount of the cash payments provided for in (a)(i) above shall be replaced by a cash payment equal to two times the sum of (x) the greater of Executive’s Base Salary as in effect immediately prior to the date of the Company’s entering into an agreement providing for such Change of Control (or, if no such agreement is entered into, immediately prior to the Change of Control), or Executive’s Base Salary as in effect at the time of Executive’s termination after the date of the Change of Control, and (y) the greater of Executive’s target bonus as most recently established by the Board or Compensation Committee prior to the date of the Company’s entering into an agreement providing for such Change of Control (or, if no such agreement is entered into, prior to the date of the Change of Control), or Executive’s target bonus as in effect at the time of Executive’s termination after the date of the Change of Control; and (B) the reference in subsection (a)(iii)(x) to “twelve (12) months” shall for this purpose be “twenty-four (24) months”. Executive shall only be permitted to receive the benefits provided for in subsection (a) once and shall not be permitted to claim such benefits under both subsection (a) and (c) such that Executive would receive the benefits pursuant to subsection (a) twice.

8. Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive’s severance benefits under Section 4(a)(i) shall be either: (A) delivered in full, or (B) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8.

9. Definitions.

(a) Cause. For purposes of this Agreement, “Cause” shall mean (i) commission of any act of dishonesty, fraud, misrepresentation or other act of moral turpitude by Executive, (ii) Executive’s conviction of a felony, (iii) a willful act by Executive which constitutes disloyalty or gross misconduct injurious to the Company, (iv) misrepresentation or concealment by Executive of any fact for the purpose of securing or maintaining this Agreement, or (v) continued violations by Executive of Executive’s employment duties which are willful on Executive’s part after Executive has been given written demand for performance from the Board which specifically sets forth the factual basis for the Board’s belief that Executive has not substantially performed Executive’s duties.

(b) Change of Control. For purposes of this Agreement, “Change of Control” of the Company is defined as:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or

(ii) the date of the consummation of a merger or consolidation of the Company with any other corporation that has been approved by the stockholders of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than forty percent (40%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or

(iii) the stockholders of the Company approve a plan of complete liquidation of the Company; or

(iv) the date of the consummation of the sale or disposition by the Company of all or substantially all the Company’s assets.

(c) Good Reason. For purposes of this Agreement, “Good Reason” shall mean without the Executive’s express written consent shall mean (i) the material reduction of the Executive’s duties or responsibilities relative to Executive’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute “Good Reason;” (ii) a material reduction by the Company in Executive’s Base Salary as in effect immediately prior to such reduction; (iii) a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction with the result that Executive’s overall benefits package is significantly reduced; (iv) the relocation of Executive’s ongoing worksite to a facility or a location that increases Executive’s commute distance by more than 35 miles from Executive’s then ongoing worksite, without Executive’s express written consent; or (v) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 12.

10. Confidential Information; Representation. Executive agrees to enter into the Company’s standard Confidential Information and Invention Assignment Agreement (the “Confidential Information Agreement”) upon commencing employment hereunder. Executive represents and warrants that all personal background information provided by him, or to be provided during the term of his employment, in response to background questions asked by the Company pertaining to Executive’s employment, is true and accurate, and does not and will not contain any material omissions, nor shall it omit any material information. Executive further represents and warrants that he has not committed any act as described in section 9(a)(i), (ii) or (iv) hereof.

11. Conditional Nature of Severance Payments.

(a) Noncompete. Executive acknowledges that the nature of the Company’s business is such that if Executive were to become employed by, or substantially involved in, the business of a competitor of the Company following the termination of Executive’s employment with the Company, it would be very difficult for Executive not to rely on or use the Company’s trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential information, Executive agrees and acknowledges that Executive’s right to receive the severance payments set forth in Section 7 (to the extent Executive is otherwise entitled to such payments) shall be conditioned upon Executive not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interest in or participating in the financing, operation, management or control of, any person, firm, corporation or business that competes with Company or is a customer of the Company. Upon any breach of this section, all severance payments pursuant to this Agreement shall immediately cease and Executive shall immediately return a pro-rated amount of all cash paid to him pursuant to subsection 7(a) or (c), as the case may be, with the pro-rated amount determined by multiplying the aggregate of the cash payments made to Executive pursuant to subsection 7(a) or (c) in each instance by a fraction, the denominator of which is twelve (12) if termination is pursuant to subsection 7(a) and twenty-four (24) if termination is pursuant to subsection 7(c) and the numerator is the number (not to be less than zero) obtained by subtracting from the number used in the denominator the number of months from the date of termination to the date of the breach as determined in good faith by the Board.

(b) Non-Solicitation. Until the date eighteen (18) months after the termination of Executive’s employment with the Company for any reason, Executive agrees not, either directly or indirectly, to solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause an employee to leave his or her employment either for Executive or for any other entity or person. Additionally, Executive acknowledges that Executive’s right to receive the severance payments set forth in Section 7 (to the extent Executive is otherwise entitled to such payments) are contingent upon Executive complying with this Section 11(b) and upon any breach of this section all severance payments pursuant to this Agreement shall immediately cease and Executive shall immediately return a pro-rated amount of all cash paid to him pursuant to subsection 7(a) or (c), with the pro-rated amount determined by multiplying the aggregate cash payments made to Executive pursuant to subsection 7(a) or (c) in each instance by a fraction, of which the denominator is eighteen (18) and the numerator is the number (not to be less than zero) equal to eighteen (18) minus the number of months from the date of termination to the date of the breach as determined in good faith by the Board.

In no event shall Executive be required to make a payment back to the Company under both subsections (a) and (b) above of amounts received under subsections (a) and (c) of section 7. The Company’s election to require a return of payment under either (a) or (b) above shall preclude it from seeking payment under the other, but shall not prevent it from otherwise seeking to enforce the covenants contained by Executive in such subsections.

(c) Understanding of Covenants. Executive represents that Executive (i) is familiar with the foregoing covenants not to compete and not to solicit, and (ii) is fully aware of Executive’s obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants.

(d) Release of Claims. Executive agrees and acknowledges that Executive’s right to receive the severance payments pursuant to Section 7(a) (to the extent Executive is otherwise entitled to such payments) is conditioned upon Executive executing a release of claims in favor of the Company and its officers and directors. If Executive does not sign, or signs but then timely revokes his acceptance (as determined by reference to the U.S. Age Discrimination in Employment Act, as amended), of a standard release of claims with the Company, then Executive shall immediately return all sums paid to him and all property received by him pursuant to subsection 7(a).

12. Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive’s death and (b) any successor of the Company. Any such successor of the Company will 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 time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null and void.

13. Notices. All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed given (i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well established commercial overnight service, or (iii) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

If to the Company:

Natus Medical, Inc.

1501 Industrial Road

San Carlos, CA 94070

Attn: Chairman of the Board

If to Executive:

at the last residential address known by the Company.

14. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision.

15. Arbitration.

(a) General. In consideration of Executive’s service to the Company, its promise to arbitrate all employment related disputes and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s service to the Company under this Agreement or otherwise or the termination of Executive’s service with the Company, including any breach of this Agreement, shall be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1283.05 (the “Rules”) and pursuant to California law. Disputes which Executive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, claims of harassment, discrimination or wrongful termination and any statutory claims. Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive.

(b) Procedure. Executive agrees that any arbitration will be administered by the American Arbitration Association (“AAA”) and that a neutral arbitrator will be selected in a manner consistent with its National Rules for the Resolution of Employment Disputes. The arbitration proceedings will allow for discovery according to the rules set forth in the National Rules for the Resolution of Employment Disputes or California Code of Civil Procedure. Executive agrees that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. Executive agrees that the arbitrator shall issue a written decision on the merits. Executive also agrees that the arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. Executive understands the Company will pay for any administrative or hearing fees charged by the arbitrator or AAA except that Executive shall pay the first $200.00 of any filing fees associated with any arbitration Executive initiates. Executive agrees that the arbitrator shall administer and conduct any arbitration in a manner consistent with the Rules and that to the extent that the AAA’s National Rules for the Resolution of Employment Disputes conflict with the Rules, the Rules shall take precedence.

(c) Remedy. Except as provided by the Rules, arbitration shall be the sole, exclusive and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Rules, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator shall not order or require the Company to adopt a policy not otherwise required by law that the Company has not adopted.

(d) Availability of Injunctive Relief. In addition to the right under the Rules to petition the court for provisional relief, Executive agrees that any party may also petition the court for injunctive relief where either party alleges or claims a violation of this Agreement or the Confidentiality Agreement or any other agreement regarding trade secrets, confidential information, nonsolicitation or Labor Code §2870. In the event either party seeks injunctive relief, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees.

(e) Administrative Relief. Executive understands that this Agreement does not prohibit Executive from pursuing an administrative claim with a local, state or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission or the workers’ compensation board. This Agreement does, however, preclude Executive from pursuing court action regarding any such claim.

(f) Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understand it, including that Executive is waiving Executive’s right to a jury trial. Finally, Executive agrees that Executive has been provided an opportunity to seek the advice of an attorney of Executive’s choice before signing this Agreement.

16. Integration. This Agreement, together with the Option Plan, Option Agreement and the Confidential Information Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless it is in writing and specifically mentions this Section 16 and it is signed by duly authorized representatives of the parties hereto.

17. Waiver of Breach. The waiver of a breach of any term or provision of this Agreement, which must be in writing, shall not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement.

18. Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

19. Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

20. Governing Law. This Agreement will be governed by the laws of the State of California (with the exception of its conflict of laws provisions).

21. Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

[Concluding paragraph and signatures follow on the next page]

22. Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its Chairman of the Board, as of the day and year first above written.

COMPANY: NATUS MEDICAL, INC.
By:	/s/ Robert A. Gunst
	Robert A. Gunst
Title:	Chairman of the Board
EXECUTIVE:
/s/ James B. Hawkins
James B. Hawkins

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

On December 3, 2007, Natus Medical Incorporated (“Natus”, the “Company”) filed a Current Report on Form 8-K to report that it had completed the acquisition of Excel-Tech Ltd. (“Xltek”), based in Oakville, Ontario, Canada, pursuant to an arrangement agreement dated as of October 9, 2007 by and among the Company, Xltek, and 4437713 Canada, Inc., a wholly-owned subsidiary of the Company. Under the terms of the arrangement agreement, Natus, through its wholly owned subsidiary, acquired Xltek by means of a court-approved plan of arrangement. The acquisition closed and became effective on November 29, 2007.

On February 12, 2008 the Company filed an amendment to the aforementioned Current Report to provide pro forma financial information as of and for the nine months ended September 30, 2007, and for the twelve months ended December 31, 2006, and certain other acquisition related information.

The following unaudited pro forma condensed combined statement of operations (“Pro Forma Statement of Operations”) for the year ended December 31, 2007 is based on the historical financial statements of the Company and Xltek after giving effect to the acquisition using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes to the Pro Forma Statement of Operations.

The Pro Forma Statement of Operations has been prepared by management for illustrative purposes only and is not necessarily indicative of the condensed consolidated results of operations in future periods or the results that actually would have been realized had Natus and Xltek been a combined company during the specified period. The pro forma adjustments are based on the preliminary information available at the time of the preparation of this document. The Pro Forma Statement of Operations, including the notes thereto, is qualified in its entirety by reference to, and should be read in conjunction with:

• The accompanying notes to the Pro Forma Statement of Operations;

• The separate historical consolidated financial statements of the Company included in its Annual Report on Form 10-K as of and for the year ended December 31, 2007; and

• The separate historical audited financial statements of Xltek for the year ended January 31, 2007 and the separate unaudited financial statements of Xltek for the six months ended July 31, 2007, all of which are included in the Company’s form 8-K/A filed on February 12, 2008.

The Pro Forma Statement of Operations also includes certain purchase accounting adjustments, including items expected to have a continuing impact on the combined results, such as amortization expense on acquired intangible assets, interest expense on acquisition related borrowing, and the amortization of debt issuance costs.

The Pro Forma Statement of Operations does not include the impacts of any revenue, cost, or other operating synergies that may result from the acquisition or any related restructuring actions. Cost savings, if achieved, could result from the elimination of redundant costs including headcount and facilities. The Pro Forma Statement of Operations does not reflect certain amounts resulting from the acquisition because the Company’s management considers them to be of a non-recurring nature. Such amounts are comprised primarily of change-of-control and restructuring costs related to the integration of the Company and Xltek’s businesses. To the extent these costs relate to the Xltek business and meet certain criteria, an amount will be recorded on the opening balance sheet in purchase accounting in accordance with Emerging Issues Task Force (“EITF”) Issue No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.” To the extent that such costs relate to the Company’s businesses, they will not meet the criteria in EITF Issue No. 95-3, and will be recorded as expenses through the statement of operations.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2007

(in thousands, except per share amounts)

	Natus		Xltek			Pro Forma Adjustments				Pro Forma Combined
Revenue	$	118,374	$	26,266		$	(144	)	iii	$	144,496
Cost of revenue		43,100		14,599			417		ii		58,116
Gross profit		75,274		11,667			(561	)			86,380
Operating expenses:
Marketing and selling		28,202		8,182			184		ii		36,568
Research and development		15,645		2,902			142		ii		18,689
General and administrative		15,214		4,457			—				19,671
Acquired in-process research and development		300		—			—				300
Total operating expenses		59,361		15,541			326				75,228
Income/(loss) from operations		15,913		(3,874	)		(887	)			11,152
Other income, net		101		464			(432	)	i		133
Income/(loss) before provision for income tax		16,014		(3,410	)		(1,319	)			11,285
Provision for income tax		6,234		—			—				6,234
Net income (loss)	$	9,780	$	(3,410	)	$	(1,319	)		$	5,051
Earnings per share:
Basic	$	0.45								$	0.23
Diluted	$	0.43								$	0.22
Weighted average shares used in the calculation of basic and diluted net income per share:
Basic		21,600									21,600
Diluted		22,815									22,815

The accompanying notes are an integral part of this unaudited pro forma condensed combined statement of operations.

NOTES TO UNAUDITED PRO FORMA

CONDENSED COMBINED STATEMENT OF OPERATIONS

1 - Basis of Pro Forma Presentation

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2007 is based on the historical financial statements of the Company and Xltek after giving effect to the acquisition using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes to the unaudited condensed combined pro forma statement of operations. All dollar amounts are in U.S. Dollars unless noted otherwise.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2007 combines the historical consolidated statement of operations of Natus for the year ended December 31, 2007, with the historical consolidated statement of operations of Xltek for the period from January 1, 2007 to the date of the acquisition.

Xltek statement of operations has been prepared in accordance with accounting principles generally accepted in the United Sates of America and converted from Canadian Dollars to U.S. Dollars pursuant to SFAS No. 52, Foreign Currency Translation.

2 - Pro Forma Adjustments

Pro forma adjustments are necessary to reflect the amortization expense related to the estimated amortizable intangible assets, to reflect interest expense and amortization of debt issuance costs associated with acquisition borrowing, and to reflect the impact on revenue of the write-down of deferred revenue to fair value.

The Company utilized CAD $13.7 million of Xltek cash to fund the acquisition. There were no other significant intercompany balances and transactions between Natus and Xltek as of the dates and for the periods of this pro forma condensed combined financial statement.

Following are the descriptions of the pro forma adjustments to the condensed combined statement of operations:

i. To record interest expense and amortization of debt issuance costs associated with acquisition borrowing;

ii. To record amortization expense related to the acquired amortizable intangible assets; and

iii. To record the impact on revenue of the write-down of deferred revenue to fair value.