MANAGEMENT INCENTIVE PLAN

CARDIONET, INC.

MANAGEMENT INCENTIVE PLAN

1.                                       Purpose

The purpose of the Plan is to enhance the ability of CardioNet to offer incentive compensation to Key Associates by rewarding the achievement of corporate goals and specifically measured individual goals which are consistent with and support the overall corporate goals of CardioNet.  More specifically, through this Plan, CardioNet intends to (i) reinforce strategically important operational objectives; (ii) establish goals relating to revenue and profitability; (iii) provide rewards based on achieving significant Employer and individual goals and objectives; (iv) provide incentives that result in behavior that is consistent with stockholders’ desires of building a stronger company with a higher potential for increased profitability; and (v) incorporate an incentive program in the CardioNet overall compensation program to help attract and retain Key Associates.  Except as otherwise provided, all capitalized terms shall have the meanings set forth in Section 2 below.

2.                                       Definitions

(a)                                   “Award” shall mean the incentive award earned by a Key Associate under the Plan for any Performance Period.

(b)                                  “Base Salary” shall mean the Key Associate’s annual base salary rate in effect at the end of a Performance Period.  Base Salary does not include bonuses (including Awards under this Plan or any other short-term or long-term incentive plan), commissions, expatriate premiums, fringe benefits, (including car allowances), stock option or other equity compensation grants and gains, imputed income from employee benefit programs such as group-term life insurance, or non-recurring earnings, such as moving expenses, but is based on salary earnings before reductions for such items as deferrals under Employer-sponsored deferred compensation plans, contributions under Code section 401(k) and contributions to flexible spending accounts under Code section 125.

(c)                                   “Board” shall mean CardioNet’s Board of Directors as constituted from time to time.

(d)                                  “CardioNet” shall mean CardioNet, Inc., a Delaware corporation.

(e)                                   “Code” shall mean the Internal Revenue Code of 1986, as amended, or any successor statute thereto.

(f)                                     “ Committee” shall mean the Compensation Committee of the Board.

(g)                                  “Covered Employee” shall have the meaning ascribed to such term in Code section 162(m)(3).

(h)                                  “Effective Date” shall mean                      , 2008.

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(i)                                      “Employee” shall mean any individual employed by an Employer other than an individual (i) employed in a casual or temporary capacity ( i.e. , those hired for a specific job of limited duration), (ii) characterized as a “leased employee” within the meaning of Code section 414, or (iii) classified by an Employer as a “contractor” or “consultant,” no matter how characterized by the Internal Revenue Service, other governmental agency or a court.  Any change of characterization of an individual by any court or government agency shall have no effect upon the classification of an individual as an Employee for purposes of this Plan, unless the Committee determines otherwise.

(j)                                      “Employer” shall mean CardioNet and any United States subsidiary of CardioNet.

(k)                                   “Equity Incentive Plan” shall mean CardioNet’s 2008 Equity Incentive Plan, as may be amended from time to time.

(l)                                      “ Financial Goals” means, for a Performance Period, the one or more corporate financial goals established by the Committee (in its discretion) to be applicable to a Key Associate with respect to an Award.  Financial Goals may be based on Performance Criteria (as defined in the Equity Incentive Plan) or other criteria in the discretion of the Committee.

(m)                                “Achievement Percentage ” means, with respect to each Performance Measure, the extent to which such Performance Measure was achieved as determined by the Committee, expressed as a percentage.

(n)                                  “Individual Objectives” means individual or functional area performance objectives established by the Committee (in its discretion) to be applicable to a Key Associate with respect to an Award.

(o)                                  “ Key Associate ” for any Performance Period, shall mean an Employee who is designated by the Committee as eligible to participate in the Plan and meets the eligibility requirements described in Section 3 below.

(p)                                  “Overall Achievement Percentage” means, with respect to a Participant, the aggregate Achievement Percentages for the Performance Measures applicable to a Performance Period, with each Achievement Percentage multiplied by the weighting associated therewith, as provided in Section 5(b)(ii).

(q)                                  “ Payout Date ” means the date on which Awards are paid pursuant to Section 8.

(r)                                     “ Performance-Based Compensation ” means compensation that is intended to qualify as “performance-based compensation” within the meaning of Code section 162(m).

(s)                                   “Performance Measures” means the Financial Goals and Individual Objectives.

(t)                                     “Performance Period” shall mean the fiscal year of CardioNet.

(u)                                  “Plan” shall mean this CardioNet, Inc. Management Incentive Plan, as from time to time amended and in effect.

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(v)                                  “Target Award Percentage” shall mean with respect to any Performance Period, the percentage of the Key Associate’s Base Salary that the Key Associate would earn as an Award for that Performance Period if the targeted level of performance was achieved for each of the Performance Measures for that Key Associate for the Performance Period.

(w)                                “ Target Determination Cutoff Date ” means the latest possible date, as determined by the Committee, that the Committee may set the Financial Goals and Target Awards.  For Awards that intend to qualify as “performance-based compensation” under Code Section 162(m), this date will be March 30 of the year in which the Performance Period occurs.

3.                                       Eligibility and Participation

All Key Associates employed by an Employer as of January 1 of each Performance Period shall be eligible to participate in the Plan.  In addition, Employees who are newly hired or are promoted and designated as Key Associates after January 1 of a Performance Period, but prior to October 1 of such Performance Period, will be eligible to participate in the Plan for the portion of the Performance Period following their hiring or promotion, on a prorata basis based on their first day of employment or date of promotion, as applicable.

Employees who are newly hired or are promoted and designated as Key Associates on or after October 1 of a Performance Period shall not be eligible to participate in the Plan for such Performance Period.

Unless specifically excepted, a Key Associate must be actively employed on the Payout Date to be eligible to receive a payment hereunder.  No person shall be automatically entitled to participate in the Plan.

4.                                       Administration

The administration of the Plan shall be consistent with the purpose and the terms of the Plan.  The Plan shall be administered by the Committee, to the extent authority is delegated to the Committee directly or through the Committee charter, or by the Board (in which case all references in this Plan to the Committee shall be deemed to refer to the Board).  The Committee shall have full authority to establish the rules and regulations relating