CARDIONET, INC. EMPLOYMENT AGREEMENT

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Exhibit 10.37

CARDIONET, INC.
EMPLOYMENT AGREEMENT

        This EMPLOYMENT AGREEMENT (this "Agreement" ) is made and entered into effective as of                                    , 2008 (the " Effective Date ") by and among CARDIONET, INC. (the "Company" ) and JOHN IMPERATO (the "Executive" ). The Company and Executive are hereinafter collectively referred to as the "Parties" , and individually referred to as a "Party" . This Agreement supersedes all prior and contemporaneous oral or written employment agreements or arrangements between Executive and the Company.

RECITALS

         A.     The Company desires assurance of the association and services of Executive in order to retain Executive's experience, skills, abilities, background and knowledge, and is willing to continue to engage Executive's services on the terms and conditions set forth in this Agreement.

         B.     Executive desires to continue to be in the employ of the Company, and is willing to accept such continued employment on the terms and conditions set forth in this Agreement.

AGREEMENT

        In consideration of the foregoing Recitals and the mutual promises and covenants herein contained, and for other good and valuable consideration, the Parties, intending to be legally bound, agree as follows:

1.     EMPLOYMENT.

         1.1    Title.     Effective as of the Effective Date, Executive's position shall be the Company's Senior Vice President, Business Operations subject to the terms and conditions set forth in this Agreement.

         1.2    Term.     The term of this Agreement shall begin on the Effective Date and shall continue until it is terminated pursuant to Section 4 herein (the "Term" ).

         1.3    Duties.     Executive shall do and perform all services, acts or things necessary or advisable to manage and conduct the business of the Company and that are normally associated with the position of Senior Vice President, Business Operations. Executive shall report to the Chief Executive Officer of the Company.

         1.4    Policies and Practices.     The employment relationship between the Parties shall be governed by this Agreement and by the policies and practices established by the Company and the Company's Board of Directors, or any committee thereof to which the Company's Board of Directors has delegated responsibility for compensation matters, (the "Board" ). In the event that the terms of this Agreement differ from or are in conflict with the Company's policies or practices or the Company's Employee Handbook, this Agreement shall control.

         1.5    Location .    Unless the Parties otherwise agree in writing, during the Term Executive shall perform the services Executive is required to perform pursuant to this Agreement at the Company's offices in Conshohocken, Pennsylvania; provided, however , that the Company may from time to time require Executive to travel temporarily to other locations in connection with the Company's business.

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2.     LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.

         2.1    Loyalty .    During Executive's employment by the Company, Executive shall devote Executive's full business energies, interest, abilities and productive time to the proper and efficient performance of Executive's duties under this Agreement.

         2.2    Covenant not to Compete .    During the Term, and during any period thereafter in which Executive is receiving severance benefits from the Company, Executive shall not engage in competition with the Company and/or any of its Affiliates (as defined below), either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services that are in the same field of use or which otherwise compete with the products or services of the Company, except with the prior written consent of the Board. For purposes of this Agreement, "Affiliate," means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity.

         2.3    Agreement not to Participate in Company's Competitors .    During the Term, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business, or prospects, financial or otherwise, or in any company, person, or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by Executive, in professionally managed funds over which Executive does not have control or discretion in investment decisions, or as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this Section 2.3.

3.     COMPENSATION OF EXECUTIVE.

         3.1    Base Salary.     The Company shall pay Executive a base salary at the annualized rate of Three Hundred Thousand Dollars ($300,000) (the "Base Salary" ), less payroll deductions and all required withholdings, payable in regular periodic payments in accordance with the Company's normal payroll practices. The Base Salary shall be prorated for any partial year of employment on the basis of a three hundred sixty-five (365) day fiscal year.

         3.2    Discretionary Bonus.     In addition to Executive's Base Salary, Executive shall be eligible to receive an annual discretionary bonus under the Company's Management Incentive Program. The bonus amount Executive may receive, if any, shall be discretionary and based upon the target bonus amount determined by the Board and the other criteria set forth in the Management Incentive Program as determined by and evaluated by the Board in its sole and absolute discretion. Any bonus earned by Executive shall be paid in accordance with the Company's Management Incentive Program.

         3.3    Expense Reimbursements.     The Company shall reimburse Executive for all reasonable business expenses Executive incurs in conducting his duties hereunder, pursuant to the Company's usual expense reimbursement policies, but in no event later than thirty (30) days after the end of the calendar month following the month in which such expenses were incurred by Executive; provided that Executive supplies the appropriate substantiation for such expenses no later than the end of the calendar month following the month in which such expenses were incurred by Executive.

         3.4    Changes to Compensation.     Executive's compensation shall be reviewed periodically and may be changed from time to time in the Company's sole discretion.

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         3.5    Employment Taxes .    All of Executive's compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company.

         3.6    Benefits .    Executive shall, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any benefit plan or arrangement that may be in effect from time to time and made available to the Company's senior management employees. Executive shall also be eligible for paid vacation and paid Company holidays in accordance with Company policy.

         3.7    Indemnification .    The Company shall, to the maximum extent permitted by law, indemnify and hold Executive harmless against any costs and expenses, including reasonable attorneys' fees, judgments, fines, settlements and other amounts incurred in connection with any proceeding arising out of, by reason of or relating to Executive's employment by the Company. The Company shall also advance to Executive any costs and expenses incurred in defending any such proceeding to the maximum extent permitted by law. The Company shall also provide Executive with coverage as a named insured under a directors and officers liability insurance policy maintained for the Company's directors and officers. The Company shall continue to maintain directors and officers liability insurance for the benefit of Executive during the Term and for at least three (3) years following the termination of Executive's employment with the Company. This obligation to provide insurance and indemnify Executive shall survive expiration or termination of this Agreement with respect to proceedings or threatened proceedings based on acts or omissions of Executive occurring during Executive's employment with the Company or with any of its Affiliates. Such obligations shall be binding upon the Company's successors and assigns and shall inure to the benefit of Executive's heirs and personal representatives.

4.     TERMINATION.

         4.1    Termination by the Company .    Executive's employment with the Company is at will and may be terminated by the Company at any time and for any reason, or for no reason, including, but not limited to, under the following conditions. Upon any termination by the Company, Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and Affiliates.

         4.1.1    Termination by the Company for Cause .    The Company may terminate Executive's employment under this Agreement for "Cause" (as defined below) by delivery of written notice to Executive. Any notice of termination given pursuant to this Section 4.1.1 shall effect termination as of the date of the notice, or as of such other date as specified in the notice.

         4.1.2    Termination by the Company without Cause .    The Company may terminate Executive's employment under this Agreement without Cause at any time and for any reason, or for no reason. Such termination shall be effective on the date Executive is so informed, or as otherwise specified by the Company.

         4.2    Termination by Executive .    Executive's employment with the Company is at will and may be terminated by Executive at any time and for any reason, or for no reason, including, but not limited to, under the following conditions. Upon any termination by Executive, Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and Affiliates.

         4.2.1    Termination by Executive for Good Reason .    Executive may terminate his employment under this Agreement for "Good Reason" (as defined below) in accordance with the procedures specified in Section 4.6.2 below.

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         4.2.2    Without Good Reason .    Executive may terminate Executive's employment hereunder for other than Good Reason upon thirty (30) days' written notice to the Company.

         4.3    Termination for Death or Complete Disability .    Executive's employment with the Company shall automatically terminate effective upon the date of Executive's death. In addition, subject to the requirements of applicable law, the Company may terminate Executive's employment due to Executive's Complete Disability (as defined below).

         4.4    Termination by Mutual Agreement of the Parties .    Executive's employment with the Company may be terminated at any time upon a mutual agreement in writing of the Parties. Any such termination of employment shall have the consequences specified in such agreement.

         4.5    Compensation Upon Termination.     

         4.5.1    Death or Complete Disability .    If, during the Term, Executive's employment shall be terminated by the Company on account of Executive's Complete Disability as provided in Section 4.3 or due to Executive's death, the Company shall pay to Executive, or to Executive's heirs, as applicable, Executive's Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive and/or to Executive's heirs under this Agreement, except as otherwise provided by law.

         4.5.2    With Cause or Without Good Reason.     If, during the Term, Executive's employment is terminated by the Company for Cause, or Executive terminates Executive's employment hereunder without Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive under this Agreement, except as otherwise provided by law.

         4.5.3    Without Cause or For Good Reason.     If, during the Term, the Company terminates Executive's employment without Cause or Executive resigns Executive's employment for Good Reason, the Company shall pay Executive's Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Executive (a) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may be specified by the Company in order to comply with then-existing legal requirements to effect a valid release of claims) (the "Release" ); and (b) allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to the following:

         (i)     payment of (a) an amount equal to one times (1.0x) Executive's annual Base Salary in effect at the time of termination (but determined prior to any reduction in Base Salary that would give rise to Executive's right to voluntarily resign for "Good Reason" pursuant to Section 4.6.2), less required deductions and withholdings, and (b) an amount equal to one times (1.0x) Executive's on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings, such amounts described in (a) and (b) hereof to be paid in installments over twelve (12) months following the date of Executive's termination in accordance with the Company's payroll practices commencing within sixty (60) days of the date of Executive's termination;

         (ii)    if the date of Executive's termination is within the thirty (30) days immediately preceding or the twelve (12) months immediately following a Corporate Transaction (as defined below), the vesting of all equity awards granted to Executive prior to the date of termination shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable; and

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         (iii)  continued participation in the medical, dental and vision plans in which Executive (and where applicable, Executive's spouse and dependents) was enrolled as of the date of Executive's termination until the earlier of: (a) the date that is twelve (12) months after the date of Executive's termination, or (b) the date upon which Executive becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Executive had continued in employment during such period. Executive agrees to immediately notify the Company in writing in the event Executive becomes eligible to so enroll.

         4.6    Definitions .    For purposes of this Agreement, the following terms shall have the following meanings:

         4.6.1    Complete Disability .     "Complete Disability" shall mean the inability of Executive to perform Executive's duties under this Agreement, even with reasonable accommodation, because Executive has become permanently disabled within the meaning of any policy of disability income insurance covering employees of the Company then in force. In the event the Company has no policy of disability income insurance covering employees of the Company in force when Executive becomes disabled, the term "Complete Disability" shall mean the inability of Executive to perform Executive's duties under this Agreement, whether with or without reasonable accommodation, by reason of any incapacity, physical or mental, which the Company, based upon medical advice or an opinion provided by a licensed physician acceptable to the Company, determines to have incapacitated Executive from satisfactorily performing all of Executive's usual services for the Company, with or without reasonable accommodation, for a period of at least one hundred twenty (120) days during any twelve (12) month period (whether or not consecutive). Based upon such medical advice or opinion, the determination of the Company shall be final and binding and the date such determination is made shall be the date of such Complete Disability for purposes of this Agreement.

         4.6.2    Good Reason.      "Good Reason" for Executive to terminate Executive's employment hereunder shall mean the occurrence of any of the following events without Executive's consent:

         (i)     a change in Executive's title that is accompanied by a material reduction in Executive's duties, authority, or responsibilities relative to Executive's duties, authority, or responsibilities in effect immediately prior to such reduction;

         (ii)    the relocation of Executive's principal business location to a point that requires a one-way increase of Executive's commuting distance of more than fifty (50) miles; or

         (iii)  a material reduction by the Company of Executive's Base Salary as initially set forth herein or as the same may be increased from time to time;

         (iv)   failure of the Company to obtain the agreement from any successor to assume and agree to perform the Company's obligations under this Agreement;

provided, however , that such termination by Executive shall only be deemed for Good Reason pursuant to the foregoing definition if: (A) Executive gives the Company written notice of the intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that Exec