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):  August 18, 2010

AMERICAN BIO MEDICA CORPORATION

(Exact name of registrant as specified in its charter)

New York	0-28666	14-1702188
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

122 Smith Road, Kinderhook, NY	12106
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  518-758-8158

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))

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

On August 18, 2010, the Board of Directors of American Bio Medica Corporation (the “Company”), upon recommendation of the Compensation Committee of the Company and upon motion duly made, seconded and carried unanimously, adopted a resolution to increase the base salary of the Company’s Chief Financial Officer and Executive Vice President, Finance Stefan Parker (“Parker”) from $120,000 on an annualized basis to $145,000 on an annualized basis. The increase in base salary is effective August 30, 2010. All other respects of Parker’s employment letter dated August 22, 2007 remain unchanged and in full force and effect.

Item 8.01  Other Events

On August 18, 2010, the Company entered into a Change in Control/Severance Agreement (the “Agreement”) with the Company’s Chief Compliance Officer, Vice President and Corporate Secretary Melissa A. Waterhouse (“Waterhouse”). The Agreement address severance provisions that would be payable to Waterhouse as a result of termination from employment for anything other than cause or from a change in control of the Company.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

10.33 Letter Amending Employment Letter between the Company and Stefan Parker

10.34 Change in Control/Severance Agreement between the Company and Melissa A. Waterhouse

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.

	AMERICAN BIO MEDICA CORPORATION
	(Registrant)
Dated: August 20, 2010	By:	/s/ Melissa A. Waterhouse
		Melissa A. Waterhouse
		Vice President & Chief Compliance Officer
		Corporate Secretary

EX-10.33

EXHIBIT 10.33

August 18, 2010

Stefan Parker

5 Wood Duck Place

Waterford, NY 12188

Dear Stefan,

On August 18, 2010, the Compensation Committee of the American Bio Medica Corporation (“ABMC” or the “Company”) Board of Directors recommended that the base salary outlined in your August 22, 2007 employment letter (the “Employment Letter”) be increased from $120,000 on an annualized basis, to $145,000 on an annualized basis. Upon consideration of this recommendation, the Board of Directors of the Company, upon a duly made, seconded and unanimously carried motion, adopted a resolution that your base salary be increased to $145,000 on an annualized basis.

This letter shall serve as an amendment to your Employment Letter. More specifically, the following term shall be amended as follows:

Compensation

Effective August 30, 2010, your base salary will be $12,083.33 per month, which is equivalent to $145,000 on an annualized basis.  You will be eligible for your first performance review by the Board of Directors in August 2011.

If you so desire, the cost of your health insurance (including family coverage if you so require) shall be borne 100% by the Company.  Please notify Human Resources if you wish to receive this benefit.

You shall receive a car allowance of $10,000 per year, to be paid on a monthly basis and subject to tax on your part, and reimbursement for any approved company related expenses.

You shall participate in the Management Bonus Program as approved by the Board of Directors on January 19, 2005, and as amended by the Board of Directors on November 9, 2005.

In all other respects your Employment Letter shall remain in full force and effect and unaltered.

Sincerely,

/s/ Stan Cipkowski

Stan Cipkowski

Chief Executive Officer

By order of the American Bio Medica Corporation Board of Directors

Accepted this 18th Day of August, 2010:

/s/ Stefan Parker

Stefan Parker

EX-10.34

EXHIBIT 10.34

August 18, 2010

Melissa A. Waterhouse

PO Box 769

Philmont, New York 12565

American Bio Medica Corporation (the "Company") considers it essential to the best interests of its shareholders to attract top executives and to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the "Board") recognizes that the possibility of a change of control may exist and that such possibility, and the uncertainty and questions, which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.

The Board has determined that appropriate steps should be taken to ensure the continuity of management and to foster objectivity in the face of potentially disturbing circumstances arising from the possibility of a change of control of the Company, although no such change is now contemplated. In order to induce you to remain in the employ of the Company and in consideration of your further services to the Company, the Company agrees that effective as of August 18, 2010, you shall receive the severance benefits from the Company, set forth in this letter agreement ("Agreement") in the event you Separate from Service with the Company as a result of termination under the circumstances defined below, or subsequent to a Change of Control of the Company under the circumstances described below. This Agreement supersedes and replaces any prior agreements and/or policies related to severance benefits payable to you following termination or a Change of Control of the Company.

Severance

In the unlikely event that ABMC elects to terminate your employment for anything other than cause, you will receive severance pay equal to six (6) months of your current base salary at the time of separation, with continuation of all medical benefits during the six-month period at ABMC’s expense.  Cause shall be defined as (1) death, (2) commission of a felony (3) acts of dishonesty, fraud or malfeasance in connection with your service on behalf of the Company,  (4) gross dereliction of duty; willful failure to carry out any lawful directive of the Chief Executive Officer or the Board of Directors, or material violations of Company policies which continue after the Company has provided Employee with written notice thereof and a period of thirty (30) days to cure such action or misconduct or (5) disability of a period of more than six (6) months). The severance payment will be made under the then current pay cycle, each pay period, during the six (6) months, subject to all customary withholdings.

Additionally, you may resign your position and elect to exercise this severance provision at your option under the following circumstances:

If you are required to relocate by the Company or its Board of Directors more than 50 miles from the Company’s New York facility as a condition of continued employment

A substantial change in responsibilities normally assumed by a Vice President, Chief Compliance Officer and Corporate Secretary at the direction of the Company or its Board of Directors (i.e. demotion)

You are asked to commit or conceal the commitment of any illegal act by any officer or member of the board of directors of the Company

Change in Control

If there is a Change in Control (defined below) of ABMC, you may elect to resign your position and receive a lump sum severance payment equal to one (1) time your annual base salary (“CIC Payment”). If you elect to resign, ABMC will pay you the CIC Payment within thirty (30) days after you make your election, which election must be in writing and received by ABMC’s Board of Directors within ten (10) days after a Change in Control.  In the event you continue employment with ABMC or any successor to ABMC following a Change in Control or fail to make an election within ten (10) days after a Change in Control, you will not be entitled to receive the CIC Payment.

Change in Control is defined as follows:

(i)           the approval by shareholders of ABMC of a merger or consolidation of ABMC with any other corporation, other than a merger or consolidation which would result in the voting securities of ABMC outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of ABMC or such surviving entity outstanding immediately after such merger or consolidation; or

(ii)           the approval by the shareholders of ABMC of a plan of complete liquidation of ABMC or an agreement for the sale or disposition by ABMC of all or substantially all of ABMC’s assets.

Sincerely,

/s/ Stan Cipkowski

Stan Cipkowski

Chief Executive Officer & Director

By order of the American Bio Medica Corporation Board of Directors

Accepted this 18th day of August 2010:

/s/ Melissa A. Waterhouse

Melissa A. Waterhouse