AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

Exhibit 99.1

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

     This Amended and Restated Change in Control Agreement (the “Agreement”) is entered into as of June 17, 2008 between Somanetics Corporation, a Michigan corporation (the “Company”), and [William M. Iacona] [Mary Ann Victor] (“Employee”).

RECITALS

     A. Employee is currently the Company’s [Vice President, Chief Financial Officer, Treasurer and Controller] [Vice President, Chief Administrative Officer and Secretary], and is a key employee of the Company.

     B. The Company and Employee have entered into a Change in Control, Invention, Confidentiality, non-Compete and Non-Solicitation Agreement, dated as of June 13, 2005 to provide for severance payments to Employee upon specified terminations of employment in connection with a change in control and to protect the Company’s technology, proprietary information and personnel (the “Prior Agreement”).

     C. The Company and Employee desire to amend and restate the Prior Agreement on the terms and conditions set forth in this Agreement.

     Therefore, the Company and Employee agree as follows:

1.    Change in Control Severance .

1.1. Right to Receive Benefits . Employee shall receive the severance benefits described in Section 1.2 if (1) a “Change in Control” (as defined in Section 1.3) occurs during the “Period” (as defined in Section 1.4), and (2) at any time during the period beginning 90 days before the Change in Control occurs and ending one year after the Change in Control occurs, Employee terminates Employee’s employment with the “Entity” (as defined in Section 1.5) for “Good Reason” (as defined in Section 1.6) or the Entity terminates Employee’s Employment without “Cause” (as defined in Section 1.9).

1.2. Severance Benefits . If Employee is entitled to the severance benefits under Section 1.1, the Company shall pay Employee an amount in cash equal to one times Employee’s annualized base salary at the rate in effect on the date of this Agreement, or, if higher, Employee’s base salary in effect immediately before the earlier of Employee’s termination of employment or the date the Change in Control occurs. This severance benefit shall be paid to Employee in one undiscounted lump sum within 10 business days after the date all of the conditions to receiving the severance benefit, described in Section 1.1, are met. The Company may withhold from such payment all federal, state, city and other taxes to the extent such taxes are required to be withheld by applicable law.

1.3. “Change in Control” . For purposes of this Agreement, a “Change in Control” shall mean:

1.3.1. Acquisition of Shares . the acquisition by any individual, entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 40% or more of either (1) the then outstanding Common Shares of the Company (the “Outstanding Common Shares”) or (2) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of Section 1.3.3; provided further, that for purposes of clause (B), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of 40% or more of the Outstanding Common Shares or 40% or more of the Outstanding Voting Securities by reason of an acquisition by the Company, and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional Outstanding Common Shares or any additional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;

1.3.2. Change in Board Control . individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the date hereof whose election, or nomination for election, by the Company’s shareholders was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board;

1.3.3. Reorganization, Merger or Asset Sale . the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets, of the Company (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which (1) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Shares and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding Common Shares, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or indirectly) in

substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Shares and the Outstanding Voting Securities, as the case may be, (2) no Person (other than: the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 40% or more of the Outstanding Common Shares or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 40% or more of, respectively, the outstanding Common Shares of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

1.3.4. Dissolution or Liquidation . the consummation of a plan of complete liquidation or dissolution of the Company.

1.4. “Period” . For purposes of this Agreement, the “Period” will begin on the date of this Agreement and end on the first to occur of (1) Employee’s death, (2) Employee’s “Disability” (as defined in Section 1.6), (3) 90 days after Employee’s termination of employment with the Entity (voluntarily or involuntarily and with or without Good Reason or Cause) if such termination occurs before a Change in Control, and (4) June 17, 2011. Notwithstanding the foregoing, (1) if Employee becomes entitled to the severance benefit under Section 1.1, the provisions of this Section 1 will continue until Employee is paid the severance benefit pursuant to this Section 1, and (2) the other provisions of this Agreement are not limited by the Period and will survive the end of the Period.

1.5. “Entity” . For purposes of this Agreement, the “Entity” shall mean (1) in connection with a Change in Control that results in an entity other than the Company being a successor to the Company’s business, such new entity (the “Successor”) beginning on the date of the Change in Control, but the Successor shall be the Entity only if the Successor is either bound by the terms of this Agreement as a successor to the Company or offers to employ Employee beginning on the date of the Change in Control on such terms that would not constitute Good Reason for termination of Employee’s employment if imposed by the Company, and (2) in all other cases, the Company. For purposes of this Section 1.5, Employee shall not be deemed to have terminated Employee’s employment with the Entity for Good Reason and the Entity shall not be deemed to have terminated Employee’s employment without Cause if (1) a Successor who has purchased all or substantially all of the Company’s assets has offered to employ Employee on such terms that would not constitute Good Reason for termination of Employee’s employment if imposed by the Company, (2) Employee refuses such employment, and (3) the Company terminates Employee’s employment for any reason or for no reason.

1.6. “Good Reason” . For purposes of this Agreement, termination of Employee’s employment with the Entity for “Good Reason” means Employee’s termination of

employment with the Entity within one year following the initial existence of, one or more of the following conditions arising without Employee’s consent:

1.6.1. A material diminution in Employee’s base compensation;

1.6.2. A material diminution in Employee’s authority, duties or responsibilities;

1.6.3. A material diminution in the authority, duties or responsibilities of the supervisor to whom Employee is required to report, including a requirement that Employee report to a corporate officer or employee instead of reporting directly to the board of directors of a corporation (or similar governing body with respect to an Entity other than a corporation);

1.6.4. A material diminution in the budget over which Employee retains authority;

1.6.5. A material change in the geographic location at which Employee must perform the services; or

1.6.6. Any other action or inaction that constitutes a material breach of the Entity of this Agreement or any other agreement under which Employee provides services;

provided that Employee must provide notice to t