-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KXsaDzWc6xBxXzfGNNgqDC8UDALVXqt1LsS2CuhfkGwzQhg/AYFzUX83h5teyj7g FyeGyBAhQ98/QxrNReAKsQ== 0000950135-07-004303.txt : 20070713 0000950135-07-004303.hdr.sgml : 20070713 20070713172921 ACCESSION NUMBER: 0000950135-07-004303 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070709 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070713 DATE AS OF CHANGE: 20070713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLYMEDICA CORP CENTRAL INDEX KEY: 0000878748 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043033368 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13690 FILM NUMBER: 07979414 BUSINESS ADDRESS: STREET 1: 701 EDGEWATER DRIVE, SUITE 360 CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 781-486-8111 MAIL ADDRESS: STREET 1: 701 EDGEWATER DRIVE, SUITE 360 CITY: WAKEFIELD STATE: MA ZIP: 01880 FORMER COMPANY: FORMER CONFORMED NAME: POLYMEDICA INDUSTRIES INC DATE OF NAME CHANGE: 19930328 8-K 1 b66059pce8vk.htm POLYMEDICA CORPORATION e8vk
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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): July 9, 2007
POLYMEDICA CORPORATION
(Exact Name of Registrant as Specified in Charter)
         
Massachusetts   0-19842   04-3033368
 
(State or Other Jurisdiction of
Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
701 Edgewater Road, Suite 360
Wakefield, Massachusetts 		  01880
 
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (781) 486-8111
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 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))
 
 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
SIGNATURE
EXHIBIT INDEX
Ex-10.1 Second Amendment to Employment Agreement - Patrick T. Ryan
Ex-10.2 First Amendment to Employment Agreement-Stephen C. Farrell
Ex-10.3 First Amendment to Employment Agreement-Keith W. Jones
Ex-10.4 First Amendment to Employment Agreement - Devin J. Anderson
Ex-10.5 Employment Agreement-Jonathan A. Starr

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
      Employment Agreement for Jonathan Starr, Chief Financial Officer
    On July 9, 2007, PolyMedica Corporation (“PolyMedica”) entered into an employment agreement with its Executive Vice President and Chief Financial Officer, Jonathan A. Starr (the “Employment Agreement”). The Employment Agreement is attached to this Form 8-K as Exhibit 10.5 and is incorporated by reference to this report.
 
    Under the terms of the Employment Agreement, Mr. Starr will be employed by PolyMedica until March 31, 2010 and receive a base salary of $262,000. Mr. Starr's base salary is subject to future adjustment by the Board of Directors. PolyMedica may extend the Employment Agreement on a year to year basis at the end of the initial term. Mr. Starr is eligible for an annual bonus at the discretion of the Board of Directors and participation in all executive benefit programs, including health insurance, life insurance, and stock-based compensation. PolyMedica has the right to terminate the agreement, at any time, with or without cause.
 
    There are two circumstances which trigger special payments or benefits for Mr. Starr: a termination of his employment by PolyMedica without cause or upon a change of control of PolyMedica. Under the terms of his employment agreement, if Mr. Starr is terminated without cause, he will (i) receive a severance payment equal to 150% of his highest base salary during the prior three year period, payable in eighteen (18) equal monthly installments after such termination, and (ii) he will be entitled to a continuation of certain employee benefits during the 18-month period following the termination of his employment. On a change of control, each of Mr. Starr’s outstanding stock options will become immediately exercisable in full and each outstanding restricted stock award will become fully vested.
      Amendments to Employment Agreements of Certain Officers
On July 9, 2007, PolyMedica entered into amendments to the employment agreements of the following executive officers:
  •   Patrick T. Ryan, Chief Executive Officer
 
  •   Stephen C. Farrell, President
 
  •   Keith W. Jones, Chief Operating Officer
 
  •   Devin J. Anderson, Executive Vice President, General Counsel and Secretary
     Each of these amendments is attached hereto as Exhibit 10.1, 10.2, 10.3, and 10.4 respectively, and is incorporated by reference to this report.
     These amendments modify each executive’s title and salary, the calculation of severance payable when the executive is terminated without cause or when the executive terminates his employment for good reason, and extend the term of the executive’s employment agreement until March 31 2010.
     For each of Messrs. Farrell, Jones and Anderson, severance payments payable in the event of termination without cause or termination for good reason shall be paid in a single lump sum and the bonus component of such severance payments shall equal 100% of the executive’s target bonus established by PolyMedica’s Compensation Committee for the fiscal year in which the termination occurs. The amendment to Mr. Ryan’s employment agreement extends the provision in his employment agreement that provides that the bonus component of severance payments payable in the event of termination without cause or termination for good reason shall equal 150% of Mr. Ryan’s target bonus for the fiscal year in which the termination occurs.
     
Exhibit Number   Description
10.1
  Second Amendment to Employment Agreement between Patrick T. Ryan and PolyMedica Corporation dated July 9, 2007
10.2
  First Amendment to Employment Agreement between Stephen C. Farrell and PolyMedica Corporation dated July 9, 2007
10.3
  First Amendment to Employment Agreement between Keith W. Jones and PolyMedica Corporation dated July 9, 2007
10.4
  First Amendment to Employment Agreement between Devin J. Anderson and PolyMedica Corporation dated July 9, 2007
10.5
  Employment Agreement between Jonathan A. Starr and PolyMedica Corporation dated July 9, 2007

 

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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, PolyMedica has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  POLYMEDICA CORPORATION
 		  
Date: July 13, 2007  By:   /s/ Devin J. Anderson    
    Devin J. Anderson   
    Executive Vice President, General Counsel and
Secretary 		  

 

Table of Contents

         
EXHIBIT INDEX
     
Exhibit Number   Description
 
    
10.1
  Second Amendment to Employment Agreement between Patrick T. Ryan and PolyMedica Corporation dated July 9, 2007
10.2
  First Amendment to Employment Agreement between Stephen C. Farrell and PolyMedica Corporation dated July 9, 2007
10.3
  First Amendment to Employment Agreement between Keith W. Jones and PolyMedica Corporation dated July 9, 2007
10.4
  First Amendment to Employment Agreement between Devin J. Anderson and PolyMedica Corporation dated July 9, 2007
10.5
  Employment Agreement between Jonathan A. Starr and PolyMedica Corporation dated July 9, 2007

 

EX-10.1 2 b66059pcexv10w1.txt EX-10.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT - PATRICK T. RYAN EXHIBIT 10.1 EXECUTION COPY AMENDMENT TO EMPLOYMENT AGREEMENT This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made this 9th day of July, 2007 between PATRICK T. RYAN (the "Executive") and POLYMEDICA CORPORATION (the "Company"). RECITALS R-1. The Executive and the Company entered into an Employment Agreement dated October 14, 2005, as amended on July 25, 2006 (the "First Amendment"), which sets forth the terms of the Executive's employment as Chief Executive Officer and President of the Company (the "Employment Agreement"); and R-2. The Company through its Compensation Committee and its Board of Directors has determined that it is in Company's interest to modify certain terms of the Executive's employment, and the Executive has agreed to those modifications. In consideration of the recitals set forth above, the mutual promises contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the Executive and the Company agree as follows: 1. Term. The parties hereby agree that the initial term of employment as set forth in Section 1 of the Employment Agreement is hereby amended such that the initial term shall continue in effect until March 31, 2010. All other provisions within Section 1 of the Agreement shall remain in full force and effect. 2. Title. The parties hereby acknowledge that pursuant to Section 2(a) of the Employment Agreement, the Executive's title has been modified from "President and Chief Executive Officer of the Company" to "Chief Executive Officer of the Company". 1 3. Base Salary. The parties acknowledge that pursuant to Section 3(a) of the Employment Agreement (providing for periodic increases in the Executive's base salary), the Executive's base salary was increased 3% (to $724,594 per annum) effective April 1, 2007. 4. Calculation of the Executive's Severance for Certain Terminations - Lump Sum Payment of Severance. a. The parties hereto agree that Sections 3 and 4 of the First Amendment are hereby null and void. b. The parties hereto agree that any severance payment payable to the Executive pursuant to Section 7(b)(ii)(C) of the Employment Agreement shall be equal to two times the sum of (x) the Executive's highest Base Salary during the period the Executive was employed by the Company and (y) 150% of Employee's target bonus, as established by the Company's Compensation Committee and Board of Directors, for that Fiscal Year in which the Executive was terminated without Cause or in which the Executive terminated his employment for Good Reason, and any severance payment payable to the Executive pursuant to Section 7(b)(v)(C) of the Employment Agreement shall be equal to 2.99 times the sum of (x) and (y) as set forth in this paragraph 4(b). c. In connection with the severance payments set forth in paragraph 4(b), above, the parties hereto agree that, notwithstanding anything to the contrary set forth in Sections 7(b)(ii)(C), 7(b)(ii)(H), 7(b)(v)(C) and 7(b)(v)(H), in the event the Executive is deemed to be a "key employee" with the meaning of Code Section 416(i), such severance payments shall be paid to the Executive in a single lump sum payment on the first business day of the seventh month following the 2 Termination Date, consistent with Sections 7(b)(ii)(H) and 7(b)(v)(H) therein, or such earlier date as may be in compliance with the terms of Code Section 409A or any successor statute, regulation and guidance thereto, provided that such earlier payment shall not increase the total financial obligation of the Company under the Agreement, as amended. 5. Miscellaneous. a. Any capitalized term not expressly defined in this Amendment shall have the meaning ascribed to it in the Employment Agreement. b. Except as expressly modified by this Amendment, all terms of the Executive's Employment Agreement, including the First Amendment, shall remain in full force and effect. [Remainder of Page Intentionally Blank] 3 IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and the Executive has executed this Amendment to Employment Agreement as of the day and year first above written. POLYMEDICA CORPORATION /s/ William C. Van Vassen ---------------------------------------- Name: William C. Van Vassen ---------------------------------- Title: Chair, Compensation Committee --------------------------------- PATRICK T. RYAN /s/ Patrick T. Ryan ---------------------------------------- 4 EX-10.2 3 b66059pcexv10w2.txt EX-10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT-STEPHEN C. FARRELL EXHIBIT 10.2 EXECUTION COPY AMENDMENT TO EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made this 9 day of July, 2007 between STEPHEN C. FARRELL (the "Executive") and POLYMEDICA CORPORATION (the "Company"). RECITALS R-1. The Executive and the Company entered into an Employment Agreement dated February 13, 2006, which sets forth the terms of the Executive's employment (the "Employment Agreement"); and R-2. The Company through the Compensation Committee of its Board of Directors (the "Compensation Committee") has determined that it is in Company's interest to modify certain terms of the Executive's employment, and the Executive has agreed to those modifications. In consideration of the recitals set forth above, the mutual promises contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the Executive and the Company agree as follows: 1. Term. The parties hereby agree that the initial term of employment as set forth in Section 1 of the Employment Agreement is hereby amended such that the initial term shall continue in effect until March 31, 2010. All other provisions within Section 1 of the Agreement shall remain in full force and effect. 2. Title. The parties hereby acknowledge that pursuant to Section 2(a) of the Employment Agreement, the Executive's title has been modified from "Chief Operating Officer of the Company" to "President of the Company". 1 3. Base Salary. The parties acknowledge that pursuant to Section 3(a) of the Employment Agreement (providing for periodic increases in the Executive's base salary), the Executive's base salary was increased 3% (to $407,385 per annum) effective April 1, 2007. 4. Calculation of the Executive's Severance for Certain Terminations - Lump Sum Payment of Severance. a. The parties hereto agree that any severance payment payable to the Executive pursuant to Section 7(b)(ii)(C) of the Employment Agreement shall be equal to two times the sum of (x) the Executive's highest Base Salary during the period the Executive was employed by the Company and (y) 100% of Employee's target bonus, as established by the Compensation Committee, for that Fiscal Year in which the Executive was terminated without Cause or in which the Executive terminated his employment for Good Reason, and any severance payment payable to the Executive pursuant to Section 7(b)(v)(C) of the Employment Agreement shall be equal to two times the sum of (x) and (y) as set forth in this paragraph 4. b. In connection with the severance payments set forth in paragraph 4(a), above, the parties hereto agree that, notwithstanding anything to the contrary set forth in Sections 7(b)(ii)(C), 7(b)(ii)(H), 7(b)(v)(C) and 7(b)(v)(H), in the event the Executive is deemed to be a "key employee" with the meaning of Code Section 416(i), such severance payments shall be paid to the Executive in a single lump sum payment on the first business day of the seventh month following the Termination Date, consistent with Sections 7(b)(ii)(H) and 7(b)(v)(H) therein, or such earlier date as may be in compliance with the terms of Code Section 409A or any successor statute, regulation and guidance thereto, provided that such earlier payment shall not increase the total 2 financial obligation of the Company under the Agreement, as amended. 5. Miscellaneous. a. Any capitalized term not expressly defined in this Amendment shall have the meaning ascribed to it in the Employment Agreement. b. Except as expressly modified by this Amendment, all terms of the Executive's Employment Agreement, dated February 13, 2006 shall remain in full force and effect. [Remainder of Page Intentionally Blank] 3 IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and the Executive has executed this Amendment to Employment Agreement as of the day and year first above written. POLYMEDICA CORPORATION /s/ Patrick T. Ryan ---------------------------------------- Name: Patrick T. Ryan ---------------------------------- Title: Chief Executive Officer --------------------------------- STEPHEN C. FARRELL /s/ Stephen C. Farrell ---------------------------------------- 4 EX-10.3 4 b66059pcexv10w3.txt EX-10.3 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT-KEITH W. JONES EXHIBIT 10.3 EXECUTION COPY AMENDMENT TO EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made this 9th day of July, 2007 between KEITH W. JONES (the "Executive") and POLYMEDICA CORPORATION (the "Company"). RECITALS R-1. The Executive and the Company entered into an Employment Agreement dated March 9, 2006, which sets forth the terms of the Executive's employment (the "Employment Agreement"); and R-2. The Company through the Compensation Committee of its Board of Directors (the "Compensation Committee") has determined that it is in Company's interest to modify certain terms of the Executive's employment, and the Executive has agreed to those modifications. In consideration of the recitals set forth above, the mutual promises contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the Executive and the Company agree as follows: 1. Term. The parties hereby agree that the initial term of employment as set forth in Section 1 of the Employment Agreement is hereby amended such that the initial term shall continue in effect until March 31, 2010. All other provisions within Section 1 of the Agreement shall remain in full force and effect. 2. Title. The parties hereby acknowledge that pursuant to Section 2(a) of the Employment Agreement, the Executive's title has been modified from "Chief Financial Officer of the Company" to "Chief Operating Officer of the Company". 1 3. Base Salary. The parties acknowledge that pursuant to Section 3(a) of the Employment Agreement (providing for periodic increases in the Executive's base salary), the Executive's base salary was increased to $407,385 per annum effective April 1, 2007. 4. Calculation of the Executive's Severance for Certain Terminations - Lump Sum Payment of Severance. a. The parties hereto agree that any severance payment payable to the Executive pursuant to Section 7(b)(ii)(C) of the Employment Agreement shall be equal to two times the sum of (x) the Executive's highest Base Salary during the period the Executive was employed by the Company and (y) 100% of Employee's target bonus, as established by the Compensation Committee, for that Fiscal Year in which the Executive was terminated without Cause or in which the Executive terminated his employment for Good Reason, and any severance payment payable to the Executive pursuant to Section 7(b)(vi)(C) of the Employment Agreement shall be equal to two times the sum of (x) and (y) as set forth in this paragraph 4. b. In connection with the severance payments set forth in paragraph 4(a), above, the parties hereto agree that, notwithstanding anything to the contrary set forth in Sections 7(b)(ii)(C), 7(b)(iii), 7(b)(vi)(C) and 7(b)(vi)(H), in the event the Executive is deemed to be a "key employee" with the meaning of Code Section 416(i), such severance payments shall be paid to the Executive in a single lump sum payment on the first business day of the seventh month following the Termination Date, consistent with Sections 7(b)(iii) and 7(b)(vi)(H) therein, or such earlier date as may be in compliance with the terms of Code Section 409A or any successor statute, regulation and guidance thereto, provided that such earlier payment shall not increase the total 2 financial obligation of the Company under the Agreement, as amended. 5. Miscellaneous. a. Any capitalized term not expressly defined in this Amendment shall have the meaning ascribed to it in the Employment Agreement. b. Except as expressly modified by this Amendment, all terms of the Executive's Employment Agreement, dated March 9, 2006 shall remain in full force and effect. [Remainder of Page Intentionally Blank] 3 IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and the Executive has executed this Amendment to Employment Agreement as of the day and year first above written. POLYMEDICA CORPORATION /s/ Patrick T. Ryan ---------------------------------------- Name: Patrick T. Ryan ---------------------------------- Title: Chief Executive Officer --------------------------------- KEITH W. JONES /s/ Keith W. Jones ---------------------------------------- 4 EX-10.4 5 b66059pcexv10w4.txt EX-10.4 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT - DEVIN J. ANDERSON EXHIBIT 10.4 EXECUTION COPY AMENDMENT TO EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made this 9th day of July, 2007 between DEVIN J. ANDERSON (the "Executive") and POLYMEDICA CORPORATION (the "Company"). RECITALS R-1. The Executive and the Company entered into an Employment Agreement dated February 13, 2006, which sets forth the terms of the Executive's employment (the "Employment Agreement"); and R-2. The Company through the Compensation Committee of its Board of Directors (the "Compensation Committee") has determined that it is in Company's interest to modify certain terms of the Executive's employment, and the Executive has agreed to those modifications. In consideration of the recitals set forth above, the mutual promises contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the Executive and the Company agree as follows: 1. Term. The parties hereby agree that the initial term of employment as set forth in Section 1 of the Employment Agreement is hereby amended such that the initial term shall continue in effect until March 31, 2010. All other provisions within Section 1 of the Agreement shall remain in full force and effect. 2. Title. The parties hereby acknowledge that pursuant to Section 2(a) of the Employment Agreement, the Executive's title has been modified from "General Counsel and Secretary of the Company" to "Executive Vice President - General Counsel and Secretary of the Company" and that the Executive shall report directly to the President of the Company. 1 3. Base Salary. The parties acknowledge that pursuant to Section 3(a) of the Employment Agreement (providing for periodic increases in the Executive's base salary), the Executive's base salary was increased to $275,000 per annum effective April 1, 2007. 4. Calculation of the Executive's Severance for Certain Terminations - Lump Sum Payment of Severance. a. The parties hereto agree that any severance payment payable to the Executive pursuant to Section 7(b)(ii)(C) of the Employment Agreement shall be equal to two times the sum of (x) the Executive's highest Base Salary during the period the Executive was employed by the Company and (y) 100% of Employee's target bonus, as established by the Compensation Committee, for that Fiscal Year in which the Executive was terminated without Cause or in which the Executive terminated his employment for Good Reason, and any severance payment payable to the Executive pursuant to Section 7(b)(v)(C) of the Employment Agreement shall be equal to two times the sum of (x) and (y) as set forth in this paragraph 4. b. In connection with the severance payments set forth in paragraph 4(a), above, the parties hereto agree that, notwithstanding anything to the contrary set forth in Sections 7(b)(ii)(C), 7(b)(ii)(H), 7(b)(v)(C) and 7(b)(v)(H), in the event the Executive is deemed to be a "key employee" with the meaning of Code Section 416(i), such severance payments shall be paid to the Executive in a single lump sum payment on the first business day of the seventh month following the Termination Date, consistent with Sections 7(b)(ii)(H) and 7(b)(v)(H) therein, or such earlier date as may be in compliance with the terms of Code Section 409A or any successor statute, regulation and guidance 2 thereto, provided that such earlier payment shall not increase the total financial obligation of the Company under the Agreement, as amended. 5. Miscellaneous. a. Any capitalized term not expressly defined in this Amendment shall have the meaning ascribed to it in the Employment Agreement. b. Except as expressly modified by this Amendment, all terms of the Executive's Employment Agreement, dated February 13, 2006 shall remain in full force and effect. [Remainder of Page Intentionally Blank] 3 IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and the Executive has executed this Amendment to Employment Agreement as of the day and year first above written. POLYMEDICA CORPORATION /s/ Patrick T. Ryan ---------------------------------------- Name: Patrick T. Ryan ---------------------------------- Title: Chief Executive Officer --------------------------------- DEVIN J. ANDERSON /s/ Devin J. Anderson ---------------------------------------- 4 EX-10.5 6 b66059pcexv10w5.txt EX-10.5 EMPLOYMENT AGREEMENT-JONATHAN A. STARR Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 9th day of July, 2007, by and between PolyMedica Corporation (the "Company"), a Massachusetts corporation, and Jonathan Starr, (the "Executive") (hereinafter collectively referred to as the "parties"). The parties hereto agree that the terms of this Agreement shall be effective as of April 1, 2007 (the "Effective Date"). WHEREAS, the Company recognizes the Executive's extraordinary experience and the Company desires to retain the services and employment of the Executive; and WHEREAS, the Company and the Executive desire to enter into this Agreement which will provide for the continued employment of the Executive by the Company upon the terms and subject to the conditions set forth herein; and WHEREAS, the Company (or one of the Company's direct or indirect subsidiaries) and the Executive have previously entered into an employment agreement, dated November 1, 2005 (the "Prior Agreement"), and the parties hereby desire to terminate the Prior Agreement which shall be superseded by this Agreement upon the execution hereof. NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the parties agree as follows: 1. Term. The initial term of employment under this Agreement will be for the period commencing on the Effective Date and continuing in effect until March 31, 2010. The term of this Agreement shall be extended for successive one (1) year terms at the end of the initial term and on each anniversary thereafter unless the Company has provided written notice to the Executive at least 30 days before the end of a term that the Agreement shall not be extended (the initial term and any extensions thereof, the "Term"). Notwithstanding the foregoing, the Executive's employment may be terminated during a Term as provided in Section 7 below. 2. Employment. (a) The Executive will be employed as Executive Vice President and Chief Financial Officer of PolyMedica Corporation or in such other position(s) as may be mutually agreed upon by the parties. The Executive will perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons employed in a similar executive capacity or as directed by PolyMedica's Chief Operating Officer or designee. The Executive shall report directly to the Chief Operating Officer or designee. (b) The Executive will devote his full working time, attention and skill to the performance of his duties and responsibilities as an executive employee of the Company in a trustworthy and professional manner, and will use his best efforts to promote the interests of the Company. The Executive will not, without prior written approval of the Board of Directors 1 of the Company (the "Board"), engage in any other activities that would interfere with the performance of his duties as an employee of the Company, are in violation of written policies of the Company, are in violation of applicable law, or would create an actual or perceived conflict of interest with respect to the Executive's obligations as an employee of the Company. The Executive may (1) with advance notice to and consent of the Board, serve on corporate, civil or charitable boards or committees; (2) deliver lectures and teach at educational institutions; (3) serve as a personal representative or trustee; (4) manage his personal, financial and legal affairs; and (5) invest personally in any business where no conflict of interest exists between such investment and the business of the Company, provided those activities do not require a material time commitment by the Executive or are otherwise contrary to any provision of this Agreement. 3. Compensation. For so long as the Executive is employed by the Company under this Agreement, the Executive shall be paid the following compensation: (a) Base Salary. The Executive's initial base salary will be $262,000 per annum (such base salary, as may be adjusted from time to time in accordance with this Section, the "Base Salary"), from which shall be deducted all required or authorized payroll deductions, including state and federal withholdings. The Base Salary will be payable in accordance with the Company's customary payroll practices applicable to its executives. The Base Salary will be reviewed, and may be adjusted, at least annually in a manner designated by the Board. (b) Bonus. The Executive will be eligible for an annual bonus for each fiscal year of his employment. Such bonus shall be based on a target equal to a percentage of Executive's Base Salary as determined by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The Board, or the Compensation Committee, in its sole discretion, shall establish the eligibility criteria for such annual bonus, which may include Company financial projections and management goals specific to the Executive. Each bonus earned by the Executive will be paid to the Executive on or before 2 1/2 months following the end of (i) the Company's fiscal year in which the applicable bonus was earned, or (ii) the calendar year in which the applicable bonus was earned, as applicable. (c) Stock Based Compensation. The Executive will be eligible to participate in PolyMedica's Employee Stock Purchase Plan and to be considered by the Compensation Committee for grants or awards of stock options or other stock-based compensation under PolyMedica's 2000 Stock Incentive Plan or similar plans as in effect from time to time. All such grants or awards shall be governed by the relevant plan documents and requirements and shall be evidenced by PolyMedica's then-standard form of stock option, restricted stock or other applicable agreement. 4. Employee Benefits. The Executive will be entitled to participate in all employee benefit plans, practices and programs maintained by the Company and made available to employees generally including, without limitation, all pension, retirement, profit sharing, savings, health, hospitalization, disability, dental, life or travel accident insurance benefit plans, vacation and sick leave in accordance with the terms of such plans, practices and programs as in effect from time to time. 2 5. Executive Benefits. The Executive will be entitled to participate in all executive benefit or incentive compensation plans now maintained or hereafter established by the Company for the purpose of providing compensation and/or benefits to executives of the Company. Unless otherwise provided herein or as otherwise determined by the Compensation Committee of the Board, the Executive's participation in such plans will be on the same basis and terms as other similarly situated executives of the Company. No additional compensation provided under any of such plans will be deemed to modify or otherwise affect the terms of this Agreement or any of the Executive's entitlements hereunder. 6. Reimbursements and Other Benefits. (a) Expenses. The Company will pay all reasonable and properly documented expenses incurred by the Executive in furtherance of the Company's business in accordance with applicable Company policies and procedures ("Expenses"), including, without limitation, traveling and entertainment expenses, and will reimburse the Executive for all such reasonable expenses advanced by him/her and not reimbursed prior to the date of this Agreement. (b) Life Insurance. The Company will provide term life insurance on the life of the Executive, for which the Executive shall designate the beneficiaries, with a death benefit equal to 150% of the Executive's Base Salary. (c) Vacation. The Executive may be permitted to take (but shall not be entitled to) up to four (4) weeks of paid vacation during each calendar year at such times as shall be consistent with PolyMedica's vacation policies and, in PolyMedica's judgment, with PolyMedica's vacation schedule for executives and other employees. The Executive hereby agrees and acknowledges that the such vacation time shall not accrue, that no unused vacation time will "roll forward" from one year to the next pursuant to this Agreement or otherwise, and that, accordingly, the Executive shall not be entitled to payment for any "unused" vacation time upon termination of Executive's employment. 7. Termination and Compensation Upon Termination. The Executive's employment hereunder may be terminated under the following circumstances: (a) Definitions. (i) Cause. For purposes of this Agreement, "Cause" means: (A) a good faith finding by the Board that the Executive failed to substantially perform his duties and obligations to the Company (other than a failure resulting from the Executive's incapacity because of a Disability, as defined in Section 7(a)(ii)), including but not limited to one or more acts of gross negligence; (B) a good faith finding by the Board of a material breach of the Company's Code of Conduct or other policies and procedures; provided that, if such material breach is determined by the Board, in its sole discretion, to be curable, the material breach is not cured within 10 days after a written demand for cure is received by the Executive from the Board which specifically identifies the manner in which the Board believes the 3 Executive has materially breached a provision of the Company's Code of Conduct or other written policies of the Company; (C) indictment or conviction (including the entry of a plea of guilty or nolo contendere by the Executive) to any felony or any misdemeanor or other criminal offense involving fraud, dishonesty, theft, breach of trust or moral turpitude or that requires mandatory exclusion in any Federal health care program pursuant to 42 U.S.C. Section 1320a-7(a) during the Executive's employment; (D) a good faith finding by the Board that the Executive willfully engaged in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise; (E) a good faith finding by the Board that the Executive materially breached this Agreement or the Confidentiality, Non-Competition/Non-Solicitation and Work Product Agreement incorporated by reference by Section 8 herein; (F) the Executive's exclusion, debarment or suspension from participation in any Federal health care programs or in Federal procurement or nonprocurement programs; or (G) the Executive's violation of the Securities Act of 1933 or the Securities Exchange Act of 1934. (ii) Disability. (A) Except as set forth in Section 7(a)(ii)(B) below, for purposes of this Agreement, "Disability" means a physical or mental illness, impairment or infirmity which renders the Executive unable to perform the essential functions of his position, including his duties under this Agreement, with reasonable accommodation, as determined by a physician selected by the Company and acceptable to the Executive or the Executive's legal representative, for at least one hundred eighty (180) days during any 365-consecutive-day period. (B) Notwithstanding the foregoing, to the extent that any payment under this Agreement that is subject to Code Section 409A may be triggered due to a Disability, "Disability" shall mean Executive (A) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (B) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under a Company-sponsored group disability plan. The Executive shall be entitled to the compensation and benefits provided for under this Agreement for any period during the Term of this Agreement and prior to the establishment of the Executive's Disability during which the Executive is unable to work due to a physical or mental illness, impairment or infirmity. Notwithstanding anything contained in 4 this Agreement to the contrary, the Executive will be entitled to return to his position with the Company as set forth in this Agreement in which event no Disability of the Executive will be deemed to have occurred, until the Termination Date specified in a Notice of Termination (as each term is hereinafter defined) relating to the Executive's Disability. (b) Termination and Compensation Upon Termination. (i) Termination for Cause. The Company may terminate the Executive's employment for Cause. (A) If the Executive's employment is terminated by the Company for Cause, then the Company will pay the Executive all amounts earned or accrued hereunder through the Termination Date but not paid as of the Termination Date, including (1) Base Salary; (2) Expenses incurred by the Executive on behalf of the Company for the period ending on the Termination Date; and (3) any bonus or incentive compensation with respect to the fiscal year ended prior to the fiscal year in which the Termination Date occurs that was earned and unpaid, (collectively, "Accrued Compensation"). (B) In the event that the Company terminates the Executive's employment without Cause as set forth in Section 7(b)(ii), but the Board determines subsequently that the Company had the right to terminate the Executive's employment for Cause pursuant to this Section 7(b)(i), the Company may terminate the payment of all amounts to the Executive pursuant to Section 7(b)(ii) and the Executive shall return all previous payments made to him pursuant to Section 7(b)(ii) other than the Accrued Compensation. (ii) Termination by the Company Without Cause. The Company may terminate the Executive's employment without Cause. If the Executive's employment with the Company is terminated without Cause (excluding any termination due to the Executive's death or Disability), then the Company will pay the Executive: (A) all Accrued Compensation; (B) any deferred compensation; (C) a severance payment equal to 1.5 times the sum of the Executive's highest Base Salary during the three-year period immediately preceding the Termination Date (or during the period the Executive was employed by the Company, if shorter than three years). The severance pay provided for in this section shall be paid to the Executive in eighteen (18) equal monthly installments on the first business day of each month following the Termination Date except that the first payment shall not be sooner than the eighth day following the date on which the Executive delivers to the Company the release referred to in Section 7(b)(ii)(F) below. (D) directly, or by reimbursing the Executive for, the monthly premium for continuation coverage under the Company's health and dental insurance plans, to the same extent that such insurance is provided to persons currently employed by the Company, provided that the Executive makes a timely election for such continuation coverage under the Consolidate Omnibus Budget Reconciliation Act of 1985 ("COBRA"). The 5 "qualifying event" under COBRA shall be deemed to have occurred on the Termination Date. The Company's obligation under this paragraph shall end 18 months after the Termination Date or at such earlier date as the Executive becomes eligible for comparable coverage under another employer's group coverage. The Executive agrees to notify the Company promptly and in writing of any new employment and to make full disclosure to the Company of the health and dental insurance coverage available to him through such new employment. (E) directly, or by reimbursing the Executive for, the monthly premium to continue the life insurance provided for in Section 6(b) for 18 months following the Termination Date. (F) The Company shall not be obligated to make the payments otherwise provided for in Sections 7(b)(ii)(B), (C), (D) and (E) unless the Executive provides to the Company, and does not revoke, a general release of claims in a form satisfactory to the Company. (G) The Company shall not be obligated to make the payments otherwise provided for in Sections 7(b)(ii)(B), (C), (D) and (E) upon a good faith finding by the Board of a material breach of the Confidentiality, Non-Competition/Non-Solicitation and Work Product Agreement incorporated by reference by Section 8 herein and the Executive shall return all previous payments made to him pursuant to Sections 7(b)(ii)(B), (C), (D) and (E) after the date on which the Executive materially breached the Confidentiality, Non-Competition/Non-Solicitation and Work Product Agreement incorporated by Section 8. (H) Notwithstanding any other provision with respect to the timing of payments under Sections 7(b)(ii)(B), (C), (D) and (E), to the extent that the Executive is deemed to be a "key employee" within the meaning of Code Section 416(i), any payments to which the Executive may become entitled under Sections 7(b)(ii) (B), (C), (D) and (E) will not commence until the first business day of the seventh month following the Termination Date, at which time the Executive shall be paid an aggregate amount equal to seven monthly payments otherwise due to the Executive under the terms of Sections 7(b)(ii)(B), (C), (D) and (E). Commencing on the first business day of the eighth month following the Termination Date and continuing each month thereafter, the Executive shall be paid the regular monthly payment otherwise due to the Executive in accordance with the terms of Sections 7(b)(ii) (B), (C), (D) and (E). (iii) Disability. The Company may terminate the Executive's employment upon the Executive's Disability. If the Executive's employment with the Company is terminated because of his Disability, then the Company will pay the Executive all Accrued Compensation. If the Executive's Disability meets the definition set forth in Section 7(a)(ii)(B), the Company will also pay the Executive any deferred compensation. (iv) Death. The Company shall terminate the Executive's employment because of the Executive's death. If the Executive's employment with the Company terminates because of the Executive's death, then the Company will pay the Executive's beneficiaries or heirs all Accrued Compensation and any deferred compensation. 6 (v) Resignation. The Executive may terminate this Agreement by resigning upon thirty (30) days' prior written notice to the Board. If the Executive's employment with the Company is terminated by the Executive's resignation, then the Company will pay the Executive all Accrued Compensation earned through the Termination Date specified in the Notice of Termination. (c) Notice of Termination. Any purported termination by the Company or by the Executive will be communicated by a written Notice of Termination to the other. For purposes of this Agreement, a "Notice of Termination" means a notice which indicates the specific termination provision in this Agreement relied upon and sets forth the Termination Date (as defined below). For purposes of this Agreement, no purported termination of employment will be effective without a Notice of Termination. (d) Termination Date. "Termination Date" will mean (i) in the case of the Executive's Death, the Executive's date of Death; (ii) if the Executive's employment is terminated for Disability, the date of the Executive's Disability; (iii) if the Executive terminates his employment, on the effective date of termination specified in the Notice of Termination; and (iv) if the Executive's employment is terminated for any other reason, the date specified in the Notice of Termination, which will not be longer than seven (7) days after the Notice of Termination. (e) Timing of Payment. The Accrued Compensation payable to the Executive as provided in Sections 7(b)(i) - (v) will be paid pursuant to applicable state law or within ten (10) business days after the Executive's Termination Date, whichever period is shorter. Any deferred compensation will be paid to the Executive or his beneficiaries, as applicable, 60 days after the Executive's termination date. Any other compensation provided for in Section 7(b) will be paid as set forth above. (f) Mitigation. The Executive will not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment will be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment other than as provided under Section 7(b)(ii)(D). (g) Other. The Executive's entitlement to any other compensation or benefits upon termination of Executive's employment will be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect. 8. Executive Covenants. As a condition of his continued employment with the Company and in exchange for the consideration set forth in this Agreement, the Executive acknowledges and reaffirms his obligations under his Confidentiality, Non-Competition/Non-Solicitation and Work Product Agreement dated March 6, 2006 and as may be amended from time to time (the "Non-Competition Agreement"), which shall survive the termination of his employment. 7 9. Accelerated Vesting Upon a Change in Control. (a) Definitions. (i) Change in Control. For purposes of this Agreement, "Change in Control" means the occurrence of any of the following events: (A) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in excess of 50% of either the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (A), the following acquisitions shall not constitute a Change in Control: (1) any acquisition of more than 50% of the Outstanding Company Common Stock directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company); (2) any acquisition of more than 50% of the Outstanding Company Common Stock by the Company; (3) any acquisition of more than 50% of the Outstanding Company Common Stock by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any Person who, prior to such acquisition, already owned more than 50% of the Outstanding Company Common Stock or Outstanding Company Voting Securities; or (B) such time as the majority of the members of the Board (or, if applicable, the board of directors of a successor corporation to the Company) is replaced during any 12-month period (commencing no earlier than the date of this Agreement) by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (C) the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a "Business Combination"), unless, immediately following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior 8 to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; or (D) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, other than in a bankruptcy proceeding, provided that the liquidation or dissolution otherwise meets the requirements of one of the events described in Sections 7(a)(iii)(A), (B) or (C) above. In all respects, the definition of "Change in Control" shall be interpreted to comply with Code Section 409A, and the provisions of Treasury Notice 2005-1, and any successor statute, regulation and guidance thereto. (ii) Change in Control Date. For purposes of this Agreement, "Change in Control Date" means (A) the first date during the Term on which a Change in Control occurs; or (B) the date immediately prior to the date on which the Executive is terminated before a Change in Control if a Change in Control occurs and it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control; or (2) otherwise arose in connection with or in anticipation of a Change in Control. (b) If a Change in Control occurs during the Term, then, effective upon the Change in Control: (i) each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full and will no longer be subject to a right of repurchase by the Company; and (ii) each outstanding restricted stock award shall be deemed to be fully vested and will no longer be subject to a right of repurchase by the Company. 10. Successors and Assigns. (a) Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a breach of this Agreement and shall entitle the Executive to terminate his employment and be paid pursuant to Section 7(b)(ii), except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) Successor to the Executive. Neither this Agreement nor any right or interest hereunder will be assignable or transferable by the Executive, his beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement will inure to the benefit of and be enforceable by the Executive's legal personal representative. 11. Dispute Resolution. The Company and the Executive agree that any and all 9 disputes, claims and controversies between the Company or any of its Affiliates and the Executive (collectively, "Claims") arising out of or relating to this Agreement, or the breach thereof, and any claim which is a "Covered Claim" within the meaning of the Company's Dispute Resolution Policy, a copy of which is attached hereto (the "Dispute Resolution Policy"), shall be governed by and resolved in accordance with the procedures set forth in the Dispute Resolution Policy. The parties understand and agree that EACH PARTY TO THIS AGREEMENT WAIVES ANY RIGHT TO A JURY TRIAL FOR ANY SUCH CLAIMS. Notwithstanding the foregoing, the Company shall retain its right to initiate action and litigate in court before a judge or jury any claim for damages, enforcement action, injunction or any other cause of action related to, or for the purpose of enforcing, the terms of the Executive's Non-Competition Agreement, incorporated by reference by Section 8 herein. 12. Notice. For the purposes of this Agreement, notices and all other communications provided for in the Agreement (including the Notice of Termination) will be in writing and will be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given by each party to the other, provided that all notices to the Company will be directed to the attention of the Board with a copy to the Secretary of the Company. All notices and communications will be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address will be effective only upon receipt. 13. Non-exclusivity of Rights. Nothing in this Agreement will prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries and for which the Executive may qualify, nor will anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company or any of its subsidiaries. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its subsidiaries will be payable in accordance with such plan or program, except as explicitly modified by this Agreement. 14. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Company. The Company and the Executive agree that they will negotiate in good faith and jointly execute an amendment to modify this Agreement to the extent necessary to comply with the requirements of Code Section 409A, or any successor statute, regulation and guidance thereto; provided that no such amendment shall increase the total financial obligation of the Company under this Agreement. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. 15. Governing Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Florida without giving effect to the conflict 10 of law principles thereof. The Executive hereby irrevocably submits and acknowledges and recognizes the jurisdiction of the courts of the State of Florida, or if appropriate, a federal court located in Florida (which courts, for purposes of this Agreement, are the only courts of competent jurisdiction), over any suit, action or other proceeding arising out of, under or in connection with this Agreement or the subject matter hereof. 16. Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof. 17. Entire Agreement. This Agreement, the Non-Competition Agreement, the 2000 Stock Incentive Plan, the PolyMedica Corporation Executive Savings Plan, the PolyMedica Corporation Employee Stock Purchase Plan and the Dispute Resolution Policy constitute the entire agreement between the parties hereto and supersede all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof, including, but not limited to, the Prior Agreements. 18. Tax Consequences. The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement. 11 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the day and year first above written. POLYMEDICA CORPORATION /s/ Keith W. Jones ----------------------- Name: Keith W. Jones Title: Chief Operating Officer EXECUTIVE /s/ Jonathan Starr ----------------------- Jonathan Starr 12 -----END PRIVACY-ENHANCED MESSAGE-----