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

On February 10, 2009, the Board of Directors (the "Board") of Aspect Medical Systems, Inc. (the "Company"), upon recommendation of the Compensation Committee of the Board, adopted the 2009 Annual Incentive Plan (the "2009 Bonus Plan") for its employees, including its chief executive officer, chief financial officer and its other named executive officers (collectively, the "Executives"). The 2009 Bonus Plan provides for a one-time cash bonus, the amount of such bonus to be determined based upon the achievement of certain pre-determined corporate and individual performance objectives established by the Board, including
(i) product revenue and profit before interest and taxes targets, which account for up to 60% of the bonus amount, and (ii) the achievement of personal performance goals, such as demonstrating effective leadership, successfully completing difficult assignments, demonstrating integrity, teamwork, excellence and accountability, and the achievement of personal objectives that are aligned with each Executive's individual area of responsibility, which account for up to 40% of the bonus amount. In addition, the portion of each individual Executive bonus that is tied to corporate revenue and profits before interest and taxes is calculated by a formula that weighs the degree of the Company's achievement of the financial goals against the targets that are established for the year. Depending on the Executive's job function, the target bonus that an Executive is eligible to receive under the 2009 Bonus Plan ranges between 41% and 77% of his or her then annual salary when 100% of the corporate plan for both revenue and profit before interest and taxes targets are achieved. The maximum bonus that any Executive can receive is equal to 144% of his or her target if the Company achieves 200% of the profit before interest and taxes target and 150% of the revenue target for the year. The Board anticipates that any bonuses paid to Executives under the 2009 Bonus Plan will be paid, if at all, in the first quarter of 2010. On February 10, 2008, the Board also approved, upon recommendation of the Compensation Committee of the Board, annual base salaries for its Executives. The annual base salary for the year ending December 31, 2009 will be equal to the annual base salaries for each of the Executives for the year ended December 31, 2008, other than with respect to the Company's Vice President, Chief Financial Officer. The annual base salary for J. Neal Armstrong, who was elected to the position of Vice President, Chief Financial Officer effective January 1, 2009, is $237,950.

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