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

On November 15, 2012, CardioNet, Inc. (the "Company") and Charles Gropper, the Company's Senior Vice President, Research & Development, agreed that Mr. Gropper would leave the Company. Mr. Gropper's departure constituted a termination without "cause" under the employment agreement, dated December 17, 2008, between the Company and Mr. Gropper.

Under his employment agreement, Mr. Gropper is entitled to receive a severance payment of $338,283, to be paid in twelve (12) monthly installments of $28,190 each, that consists of the following: (i) an amount equal to $225,522, which represents one times (1.0x) Mr. Gropper's base salary, plus (ii) an amount equal to $112,761 which represents one times (1.0x) his on-target annual performance incentive bonus (or fifty (50%) of his base salary).

These payments are subject to applicable tax withholdings. The payment of these amounts is subject to Mr. Gropper's execution and non-revocation of a Release and Waiver of Claims.

Mr. Gropper will also be eligible for continued participation in our medical, dental and vision plans for a period ending on the earlier of: (i) November 15, 2013, or (ii) the date on which Mr. Gropper becomes eligible to enroll in any similar plan offered by another employer, at the same premium rates and cost sharing as may be charged from time to time for our employees generally, as if Mr. Gropper had continued to be employed by the Company during such period. Mr. Gropper will bear any tax consequences of this arrangement. Mr. Gropper will remain subject to the Company's Proprietary Information and Inventions Agreement, and remains subject to restrictions on disclosure of confidential information of the Company. In addition, Mr. Gropper will be subject to a covenant not to compete with the Company during the twelve-month period in which his severance payments are made.