AMENDMENT NO. 1 TO KEY EMPLOYEE AGREEMENT
AMENDMENT NO. 1, by and among Palomar Medical Technologies, Inc., a Delaware corporation (the
"Company") and Joseph P. Caruso ("Employee"), dated of June 8, 2000 (this "Amendment"), to Key Employee
Agreement, dated as of as January 1, 2000, between the Company and Employee.
W I T N E S S E T H :
WHEREAS, the Company and Employee are parties to a Key Employee Agreement dated as of January 1,
2000 (the "Agreement");
WHEREAS, the Company and Employee wish to amend the Agreement upon the terms and subject to the
conditions set forth herein; and
NOW THEREFORE, in consideration of the premises and the covenants contained in this Amendment and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Amendment. Section 2 of the Agreement ("Office and Duties") is amended by deleting the first sentence
thereof and replacing it in its entirety by the following: "Executive shall have the usual duties, responsibilities and
authority (the "Executive's Authority") of a President and Chief Operating Officer, and shall report to the Board
of Directors of the Company, and shall perform such specific other tasks, consistent with his position as President
and Chief Operating Officer, as may from time to time be reasonably assigned to him by the Board of Directors.
2. Effectiveness. From and after the date hereof, all references in the Agreement to the Agreement shall be
deemed to be references to such Agreement as amended hereby.
3. Agreement. Except as amended by this Amendment, the Agreement shall remain in effect in accordance with
4. Miscellaneous. (a) This Amendment shall be construed and interpreted in accordance with the laws of the
Commonwealth of Massachusetts.
(b) This Amendment may be executed in any number of counterparts and by different parties hereto on separate
counterparts, each of which counterparts when so executed and delivered, shall be deemed