Employment Agreement

This Employment Agreement ("Agreement") is made as of the 4th day of April, 2008 (the “Effective Date”), by and between Hooper Holmes, Inc. , a New York corporation, with its principal office at 170 Mt. Airy Road, Basking Ridge, New Jersey 07920 (the "Company") and Roy H. Bubbs ("Executive").

WHEREAS, the Company desires to embody in this Agreement the terms and conditions of Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained in this Agreement, including the compensation to be paid to Executive, the parties hereby agree as follows:

1.            Employment; Term; Duties and Responsibilities; Board Membership .

1.1.            Appointment as President and Chief Executive Officer .  The Company hereby  employs Executive as its President and Chief Executive Officer, and Executive hereby accepts such employment, subject to the terms and conditions of this Agreement.  Executive represents and warrants to the Company that he is not a party to any agreement that would restrict or prohibit him from being employed by the Company.  The Company and Executive acknowledge that Executive has been serving as the Company’s interim President and Chief Executive Officer since February 5, 2008.

1.2.            Employment Period .  The initial term of Executive’s employment under this Agreement shall have commenced on the Effective Date and shall continue until the second anniversary of the Effective Date or the termination of Executive’s employment as provided in Section 3 of this Agreement, whichever shall occur first.  This Agreement will automatically renew for a one-year term upon its initial expiration unless the employment of Executive has been terminated prior to the second anniversary of the Effective Date.  The “Term” of this Agreement shall refer to the period commencing on the Effective Date and ending on the earlier to occur of: (i) the expiration of the Agreement; (ii) or the termination of Executive’s employment with the Company.

1.3.            Location of Employment .  Executive shall be based at the Company’s headquarters in Basking Ridge, New Jersey.

1.4.            Duties and Responsibilities .  In his capacity as President and Chief Executive Officer of the Company, Executive shall report directly to the Board of Directors of the Company (the “Board”).  Executive shall have such duties and responsibilities, and the power and authority, normally associated with the position of President and Chief Executive Officer, as well as any additional duties and  responsibilities of an executive character as shall, from time to time, be delegated or assigned to him by the Board.  As President and Chief Executive Officer, Executive shall keep the Board fully informed of any and all matters of a material nature, from an operational or financial perspective, and seek Board approval of appropriate matters, in accordance with his fiduciary duties to the Company and its shareholders.

1.5.            Devotion of Time .  During the Term, Executive shall expend all of his working time, care and attention to his duties, responsibilities and obligations to the Company.  Executive may serve on the board of (i) civic and charitable  entities, and (ii) with the prior written consent of the Board, other corporate entities; provided, however, that such activities do not, either individually or in the aggregate, interfere with Executive’s duties and responsibilities as President and Chief Executive Officer of the Company.

1.6.            Board Membership .  The Company and Executive acknowledge that Executive currently serves as a member of the Board.  During the Term, the Company shall cause Executive to be re-nominated to serve on the Board if and when the term of his Board membership is set to expire, and use reasonable efforts to cause Executive to be re-elected to the Board.  If elected or appointed to serve as a director or officer of the Company and/or any of its subsidiaries, Executive shall serve in such capacities in each case without any additional compensation for such services.

2.            Compensation; Benefits .

As compensation and consideration for the services to be rendered by Executive as President and Chief Executive Officer of the Company in accordance with the terms and conditions of this Agreement, Executive shall be entitled to the compensation and benefits set forth in this Section 2 (subject, in each case, to the provisions of Section 3 of this Agreement).

2.1.            Base Salary .  Executive shall receive an annual base salary (“Base Salary”) of Five Hundred Thousand Dollars ($500,000) per year, payable on a pro rated basis in accordance with the Company’s standard payroll dates, provided such payments shall not be made less frequently than twice in each calendar month.  The Base Salary shall be reviewed at least annually by the Compensation Committee (the “Committee”) of the Board and may be adjusted by the Committee, in its sole discretion, based on the Committee’s consideration of the Company’s performance, financial and otherwise.  If the Base Salary is adjusted, the adjusted amount will thereafter be the Base Salary for all purposes of this Agreement.  However, the Based Salary shall never be lower than $500,000 per year.

2.2.            Annual Bonus .  Executive shall be eligible to participate in such annual bonus or incentive compensation plans and programs as may be in effect from time to time in accordance with the Company’s compensation practices and the terms and provisions of any such plans or programs.  Executive’s annual target bonus opportunity under the Company’s 2008 Executive Pay for Performance Plan will be equal to 50% of his Base Salary, with the opportunity to earn a maximum bonus equal to 100% of his Base Salary.  The actual bonus amount, and the performance measures and other factors bearing on such amount, under that plan were approved by the Committee at its meeting held on March 3, 2008.  Except as otherwise provided by the terms of this Agreement, any annual bonus earned shall be paid at the same time and in the same manner as corresponding awards to other senior executives of the Company generally.

2.3.            Long-Term and Equity Compensation .  Executive shall be eligible to participate in any long-term incentive compensation plan (including any equity-compensation plan) that may be adopted by the Company from time to time during the Term.  The specific awards under any such plan will be made by the Committee in its sole discretion, commensurate with Executive’s position as President and Chief Executive Officer.

2.4.            Initial Equity-Based Award .  The parties acknowledge that they have memorialized in an option agreement the Committee’s action, on April 4, 2008, to grant Executive an option to acquire 100,000 shares of the Company’s common stock under the terms of the Company’s 2002 Stock Option Plan at an exercise price equal to the closing price of the Company’s common stock on the American Stock Exchange on that date.

2.5.            Health Care Allowance; Participation in Other Benefit Plans . While Executive is employed with the Company:

(a)           The Company shall provide him with a monthly health care allowance paid each month during the Term equal in amount to the monthly cost the Company would bear if Executive were insured under the Company’s group health insurance plan, it being understood that such allowance is in lieu of Mr. Bubbs’ participation in such plan and that Executive shall be responsible for any taxes that may be due on such allowance; and

(b)           Other than the Company’s group health insurance plan, Executive shall be eligible to participate in all retirement and other benefit plans and programs of the Company generally available from time to time to employees of the Company and for which Executive qualifies under the terms thereof.  Nothing in this Agreement shall limit the Company’s ability to change, modify, cancel, amend or discontinue any of such plans.

2.6.            Reimbursement of Expenses .  The Company shall pay directly or reimburse Executive for reasonable business-related expenses and disbursements incurred by him for and on behalf of the Company in connection with the performance of his duties as the President and Chief Executive Officer of the Company, subject, however, to the Company’s written policies relating to business-related expenses as in effect from time to time.  Executive shall submit to the Company, no later than the month after the month during which he incurred any such business-related expenses and disbursements, a report of such expenses and disbursements in the form normally used by the Company and receipts with respect thereto, and the Company’s obligations under this Section 2.6 shall be subject to compliance therewith.  Reimbursement of any business-related expenses and disbursements shall be made in accordance with the Company’s written policies relating to business-related expenses as in effect from time to time.  In no event will reimbursement of any business-related expenses and disbursements be made later than the last day of the calendar year following the calendar year in which any such expense or disbursement was incurred.

2.7.            Vacation .  Executive shall be entitled to paid vacation in accordance with the Company’s policy in effect from time to time.

2.8.            Car Allowance .  While Executive is employed with the Company, the Company shall provide him with an automobile allowance paid each month during the Term in the amount of Seven Hundred Dollars ($700) per month.  Executive shall be responsible for taxes that may be due, if any, as a result of this allowance.

2.9            Executive Change-in-Control Agreement .  Executive acknowledges that in connection with Executive’s entering into this Agreement, Executive has entered into an Executive Change-in-Control Agreement with the Company (the “CIC Agreement”).

2.10.                       Indemnification; Insurance .

(a)           Executive shall be entitled to indemnification in accordance with the Company’s bylaws as in effect on the date of this Agreement and the terms of the Company’s form indemnity agreement for officers and directors (a copy of which is attached to this Agreement as Exhibit A), in each case subject to applicable law.

(b)           Executive shall be covered by directors’ and officers’ liability insurance during the Term and for any applicable statute of limitations period thereafter, to the same extent as other officers of the Company.

2.11.                       Deductions; Withholdings .  All compensation payable to Executive under the terms of this Agreement shall be subject to any applicable income, payroll or other tax withholding requirements and such other deductions or amounts, if any, as may be authorized by Executive.

3.            Termination .

3.1.            Termination by the Company .  The Company shall have the right, subject to the terms of this Agreement, to terminate Executive’s employment at any time, with or without “Cause.”  The Company shall give Executive written notice of a termination for Cause (the “Cause Notice”) in accordance with Section 7.2 of this Agreement.  The Cause Notice shall state the particular action(s) or inaction(s) giving rise to the termination for Cause.  No action(s) or inaction(s) will constitute Cause unless:

(a)           a resolution finding that Cause exists has been approved by a majority of all of the members of the Board (excluding Executive), at a meeting at which Executive is allowed to appear with his legal counsel; and

(b)           where remedial action is feasible, Executive fails to remedy the action(s) or inaction(s) within ten (10) days after receiving the Cause Notice.

If Executive effects a cure to the satisfaction of the Board within the 10-day period following his receipt of the Cause Notice, the Cause Notice shall be deemed rescinded and of no force or effect.

For purposes of this Agreement, “Cause” shall mean:

 3.2            Termination by Executive .  Executive shall have the right, subject to the terms of this Agreement, to terminate his employment at any time with or without “Good Reason.”

For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following during the Term without Executive’s prior written consent:

Executive must give the Company written notice, in accordance with Section 7.2 of this Agreement, of any Good Reason termination of employment.  Such notice must be given within 60 days following Executive’s knowledge of the first occurrence (as determined without regard to any prior occurrence that was subsequently remedied by the Company) of a Good Reason circumstance and must specify which of the Good Reason circumstances Executive is relying on, the particular action(s) or inaction(s) giving rise to such circumstance, and the date that Executive intends to separate from service, as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), which shall be no earlier than thirty (30) days following the date of the Company’s receipt of the notice.  Executive’s termination shall not be deemed a Good Reason termination of employment if (i) within 30 days of the Company’s receipt of such notice, the Company remedies the circumstance(s) giving rise to the notice, or (ii) Executive’s termination of his employment does not occur within 60 days after the end of the 30-day period provided to the Company to remedy the circumstances giving rise to the notice.

3.3            Death .  If Executive dies during the Term, Executive’s employment shall automatically terminate, such termination to be effective on the date of Executive’s death.

3.4            Disability .  If Executive shall suffer a Disability, the Company shall have the right to terminate Executive’s employment, such termination to be effective upon the giving of notice to Exe