Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 6, 2009, Renee M. Luhr, Vice President, Sales of Omnicell, Inc., a Delaware corporation ("Omnicell"), informed Omnicell that she is resigning as an employee and executive officer of Omnicell effective February 15, 2009. Ms. Luhr's resignation is due to personal reasons and not the result of any disagreement with Omnicell. Omnicell intends to reassign Ms. Luhr's responsibilities before the end of January 2009.

In connection with Ms. Luhr's resignation, Omnicell and Ms. Luhr have agreed to enter into a separation arrangement and release pursuant to which Ms. Luhr will be paid fourteen (14) months ($277,667) base salary and Omnicell will pay the premiums for Ms. Luhr's group health insurance care coverage pursuant to federal COBRA law for fourteen (14) months following the effective date of her resignation. In return Ms. Luhr has agreed to provide Omnicell with a general release of claims.

---