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): November 4, 2008

Home Diagnostics, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-33027	22-2594392
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2400 NW 55th Court, Fort Lauderdale, Florida		33309
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 954-677-9201

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:

[  ]  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.

On November 4, 2008, Home Diagnostics, Inc. a Delaware corporation ("HDI"), entered into an Income Continuation Protection Letter Agreement (the "Agreement") with Gregg A. Johnson. Mr. Johnson currently serves as the Vice President, Consumer Healthcare of HDI.

The Agreement provides for certain severance benefits for Mr. Johnson upon termination without cause (as defined by the Agreement).

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:

Exhibit 10.1 - Income Continuation Protection Letter Agreement between Home Diagnostics, Inc. and Gregg A. Johnson

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.

	Home Diagnostics, Inc.
November 6, 2008	By:	/s/ Ronald L. Rubin
		Name: Ronald L. Rubin
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Income Continuation Protection Letter Agreement between Home Diagnostics, Inc. and Gregg A. Johnson

EX-10.1

November 4, 2008

Gregg Johnson
527 Chesterfield Lane
Barrington, IL 60010

Dear Gregg:

As part of your employment package as Vice President, Consumer Healthcare, we are pleased to offer to you an Income Protection arrangement. This letter supersedes any and other agreements written or otherwise with regard to income protection and/or severance arrangements between you and the Company:

Income Continuation Protection:

In the event that your employment is terminated by Home Diagnostics at anytime without “Cause” you shall be entitled to receive:

I. 6 months salary continuation at your highest base salary during the past 12 months; and

II. Health benefits for you and your family during the salary continuation period.

III. Accelerated vesting of all outstanding stock options.

The income continuation benefits detailed above are subject to the limitation that if you become employed full-time with equivalent benefits following termination, all income continuation and medical benefits shall cease. However, should the new salary be less than your most recent salary at HDI, HDI will pay the difference between salaries through the end of the 6 month salary continuation period.

For purposes of this letter:

“Cause” shall mean (1) the indictment of, or the bringing of formal charges against you by a governmental authority for charges involving fraud, embezzlement, dishonesty, violence or moral turpitude; (2) your commission of any criminal act; (3) willful misconduct, gross negligence, gross malfeasance, gross misfeasance, or gross misconduct by you in the performance of your job; (4) actions by you which cause (company)’s reputation or image to materially suffer; (5) a breach by you of your Confidentiality and Non-Competition agreement; and (6) other events or matters relating to your job performance or conduct that would ordinarily cause an employer to seriously consider the termination of an employee’s employment.

If you agree, please sign where indicated and return to Kim Zeltwanger, Director, Human Resources.

Sincerely,

/s/ J. Richard Damron, Jr.
J. Richard Damron, Jr.
President/CEO

Agreed:

/s/ Gregg Johnson
Gregg Johnson

Dated: 11/4/2008