0001072613-11-000018 Sample Contracts

CAS MEDICAL SYSTEMS, INC. INDUCEMENT RESTRICTED STOCK AGREEMENT
Inducement Restricted Stock Agreement • January 10th, 2011 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware

This Inducement Restricted Stock Agreement (this “Agreement”) is made as of January 7, 2011 (the “Date of Grant”), by and between CAS Medical Systems, Inc., a Delaware corporation (the “Company”), and Matthew J. Herwig (the “Grantee”) as a material inducement to Grantee becoming a senior executive of the Company. The parties acknowledge that this Agreement is an “inducement” grant for purposes of the Rule 5635(c)(4) of the Nasdaq Stock Market (“Nasdaq”) and that the issuance of the Restricted Shares (as defined below) is subject to applicable Nasdaq requirements.

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EMPLOYMENT AGREEMENT
Employment Agreement • January 10th, 2011 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Connecticut

THIS EMPLOYMENT AGREEMENT, entered into as of January 7, 2011, by and between CAS Medical Systems, Inc., a Delaware corporation (the “Company”, which term includes any successor to CAS Medical Systems, Inc., by merger or otherwise), and Matthew J. Herwig (the “Employee”).

CAS MEDICAL SYSTEMS, INC. INDUCEMENT NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • January 10th, 2011 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware

This Inducement Nonqualified Stock Option Agreement (this “Agreement”) is made as of January 7, 2011 (the “Date of Grant”), by and between CAS Medical Systems, Inc., a Delaware corporation (the “Company”), and Matthew J. Herwig (the “Optionee” or the “Grantee”) as a material inducement to Grantee becoming a senior executive of the Company. The parties acknowledge that this Agreement is an “inducement” grant for purposes of the Rule 5635(c)(4) of the Nasdaq Stock Market (“Nasdaq”) and that the issuance of this Option (as defined below) is subject to applicable Nasdaq requirements.

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