Summary of NMT MEDICAL INC

Entry into a Material Definitive Agreement, Material Modification to Rights of Se

Item 1.01. Entry into a Material Definitive Agreement

On June 8, 2009, NMT Medical, Inc. (the "Company") entered into Amendment No. 2 (the "Amendment") to the Rights Agreement dated as of June 7, 1999, and amended on December 14, 2006 (as amended, the "Rights Agreement"), between the Company and American Stock Transfer & Trust Company (the "Rights Agent"). The Rights Agent also serves as transfer agent for the Company. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Rights Agreement.

Pursuant to the Amendment, the definition of "Final Expiration Date" in the Rights Agreement shall change from June 9, 2009 to June 9, 2019.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

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

On June 4, 2009, the stockholders of the Company approved and adopted the Company's Amended and Restated 2007 Stock Incentive Plan (the "Amended Plan"), under which employees, including officers and directors, and consultants may receive awards, to, among other things, increase the number of shares of the Company's common stock authorized for issuance under the Amended Plan from 600,000 shares to 1,100,000 shares (subject to adjustment in the event of stock splits and other similar events). The Amended Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The Board of Directors of the Company (the "Board") believes that the Company's future success depends, in large part, upon its ability to maintain a competitive position in attracting, retaining and motivating key personnel. On March 13, 2009, the Board adopted the Amended Plan, and ratified and confirmed the forms of award agreements for use under the Amended Plan, subject to stockholder approval.

The Amended Plan may be administered by the Board or by one or more committees of the Board (the "Administrator"). Subject to the provisions of the Amended Plan, the Administrator has the power to determine the terms of each award granted, including the exercise price, the number of shares subject to the award and the exercisability thereof.

A description of the material terms of the Amended Plan was included in the Company's 2009 Proxy Statement, under the caption "Proposal 2-Approval of Amended and Restated 2007 Stock Incentive Plan," which description is incorporated herein by reference. The foregoing description of the Amended Plan is qualified in its entirety by reference to the actual terms of the Amended Plan and forms of agreements thereunder, which are filed with this Current Report on Form 8-K as Exhibits 10.1 through 10.4.