THIS EMPLOYMENT AGREEMENT, entered into August 10, 2009, 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 Jeffery A. Baird (the “Employee”).
WHEREAS, the Company desires that the Employee continue to serve as Chief Financial Officer of the
Company and the Employee is willing to continue to serve the Company in such capacity.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and
valuable consideration, the parties hereto agree as follows:
The Company will employ the Employee, and the Employee will perform services for the Company and
its subsidiaries, on the terms and conditions set forth in this Agreement and for the period specified in Section 3
hereof (“Term of Employment”).
The Employee, during the Term of Employment, will serve the Company as its Chief Financial
Officer. The Employee will have such duties and responsibilities as are assigned to him by the President of the
Company commensurate with the Employee’s position. The Employee will perform his duties hereunder faithfully
and to the best of his abilities and in furtherance of the business of the Company and its subsidiaries, and will
devote his full business time, energy, attention and skill to the business of the Company and its subsidiaries and to
the promotion of its interests, except as otherwise agreed by the Company.
The Employee’s employment hereunder shall be “at will” and is terminable at any time by either party,
subject to the provisions of Sections 9 and 10 hereof.
The Employee will receive, as compensation for his duties and obligations to the Company pursuant to
this Agreement, a base salary at the annual rate of Two Hundred Thousand Dollars, payable in substantially equal
installments in accordance with the Company’s payroll practice. It is a