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

In connection with the previously-announced settlement agreement (the "Agreement") by and among Aspect Medical Systems, Inc. ("Aspect"), First Manhattan Co., First BioMed Management Associates, LLC and First BioMed, L.P., relating to, among other things, the settlement of a pending proxy contest in connection with Aspect's 2009 annual meeting of stockholders (the "Annual Meeting"), on June 2, 2009, the board of directors of Aspect elected James J. Mahoney to serve as a member of Class I of Aspect's classified board of directors, such election to be effective immediately prior to the Annual Meeting, and, in connection with such election, Mr. Mahoney resigned from Class III of the classified board of directors of Aspect, also effective immediately prior to the Annual Meeting. Mr. Mahoney will fill the Class I vacancy created by the previously-announced resignation of David W. Feigal, Jr., M.D., which resignation is effective immediately prior to the Annual Meeting. Mr. Mahoney will continue to serve as a member of Aspect's audit committee.
Also in connection with the Agreement, on June 2, 2009, the board of directors elected Vincent P. Scialli to serve as a member of Class II of Aspect's classified board of directors, such election to be effective immediately prior to the Annual Meeting. Mr. Scialli will fill the Class II vacancy created by the previously-announced resignation of Boudwijn L.P.M. Bollen, which resignation is effective immediately prior to the Annual Meeting. Mr. Scialli will become a member of Aspect's corporate governance and nominating committee.
For a further description of the Agreement, as well as a copy of the full Agreement, please refer to Aspect's Current Report on Form 8-K filed on April 9, 2009, which is incorporated herein by reference.

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