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

(e) Compensatory Arrangements of Certain Officers

On December 18, 2008, the Compensation Committee of Harvard Bioscience, Inc. (the "Company"), approved amended and restated employment agreements for the Company's Chief Executive Officer, Chane Graziano; President, David Green; and Chief Operating Officer, Susan Luscinski, (the "Amended and Restated Employment Agreements") primarily to provide for changes that are intended to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder (collectively, "Section 409A") regarding the rules concerning deferred compensation.

The principal revisions contained in the Amended and Restated Employment Agreements include:

• changing the provisions relating to certain post-termination payments from a pay-out over a 12-month period to a lump-sum payment within 30 days of termination;

• providing a form of general release of claims as an exhibit to the Amended and Restated Employment Agreements;

• clarifying the manner in which any post-termination health benefits will be provided; and

• providing that the Amended and Restated Employment Agreements may be further amended upon the reasonable request of either party to preserve the benefits provided in a manner that complies fully with Section 409A.

The foregoing description of the revisions contained in the Amended and Restated Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Employment Agreements, copies of which will be filed as Exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.

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