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): December 20, 2010

Cynosure, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51623	04-3125110
(State or Other Jurisdiction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

5 Carlisle Road, Westford, MA	01886
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (978) 256-4200

(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))

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

On December 20, 2010, Cynosure, Inc. (the “Company”) entered into a First Amendment to Employment Agreement (the “Amendment”), amending the Employment Agreement dated as of December 1, 2008 (the “Employment Agreement”) between the Company and Michael R. Davin, the Company’s President, Chief Executive Officer and Chairman (the “Executive”). The Amendment modifies Section 4.2 of the Employment Agreement to provide that the Executive is entitled to an annual performance bonus of either 5% of the Company’s adjusted net profit each year or an amount as determined in the discretion of the Compensation Committee of the Company’s Board of Directors with the consent of the Executive.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which are attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	First Amendment to Employment Agreement, entered into as of December 20, 2010, by and between the Company and Michael R. Davin

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CYNOSURE, INC.
Date: December 20, 2010	By:	/s/    Timothy W. Baker
		Timothy W. Baker Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment to Employment Agreement, entered into as of December 20, 2010, by and between the Company and Michael R. Davin

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of December 20, 2010 by and between Cynosure, Inc., a Delaware corporation (the “Company”), and Michael R. Davin (the “Executive”).

WHEREAS, the Company and the Executive are parties to that certain Employment Agreement dated as of December 1, 2008 (the “Agreement”) pursuant to which the Company agrees to employ the Executive as its President, Chief Executive Officer and Chairman of the Board, and the Executive agrees to be employed by the Company in such capacities.

WHEREAS, the Company and the Executive desire to amend the Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the respective agreements contained herein and for other valuable consideration the receipt and adequacy of which is hereby acknowledged, the Company and the Executive agree as follows:

1. Each capitalized term used in this Amendment that is not otherwise defined in this Amendment shall have the meaning assigned to it in the Agreement.

2. Section 4.2 of the Agreement is hereby amended in its entirety to provide as follows:

“4.2 Annual Performance Bonus. The Executive shall receive each year during the term of this Agreement an annual performance bonus (“Annual Performance Bonus”) (a) equal to five (5%) percent of the Company’s Adjusted Net Profit (as such term is defined in Exhibit A to this Agreement), or (b) in such other amount as may determined in the discretion of the Compensation Committee with the consent of the Executive. The Annual Performance Bonus will be paid to Executive not later than the earlier of (i) three (3) business days after issuance of the Company’s auditors’ signed annual audit report with respect the fiscal year to which the Annual Performance Bonus relates, or (ii) the 15th day of the third month following the end of the Company’s tax year to which the bonus relates.”

3. Except as expressly amended by this Amendment, all of the terms and provisions of the Agreement shall remain in full force and effect. This Amendment may be executed in any number of counterparts, each of which shall be deemed as original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed and dated as of the date first above written.

CYNOSURE, INC.
By:	/s/ Thomas H. Robinson	/s/ Michael R. Davin
Name: Title:	Thomas H. Robinson Chairman of the Compensation Committee	Name: Michael R. Davin