General

                The enclosed proxy is solicited by the Board of Palomar Medical Technologies, Inc. for use at the 2009 Annual Meeting of Stockholders to be held on Wednesday, May 20, 2009 at 10:00 a.m. at the Marriott Hotel, One Mall Road, Burlington, Massachusetts 01803, and thereafter as it may be adjourned from time to time.

                We intend to mail this proxy statement, the accompanying form of proxy card and our Annual Report on Form 10-K (excluding exhibits) for the fiscal year ended December 31, 2008, on or about April 10, 2009, to all stockholders entitled to vote. The costs of soliciting proxies will be borne by us.

General

The amount of bonus each participant receives will depend on the 2009 actual performance of Palomar against the Palomar 2009 Operating Plan and each participant’s contribution toward achieving the Plan. The payout is calculated based on each participant’s 2009 base salary that was effective as of January 1, 2009.

General

The amount of bonus each participant
receives will depend on the 2009 actual performance of Palomar against the Palomar 2009
Operating Plan and each participant’s contribution toward achieving the Plan. The
payout is calculated based on each participant’s 2009 base salary that was effective
as of January 1, 2009.

General

        The enclosed proxy is solicited by the Board of Palomar Medical Technologies, Inc. for use at the 2008 Annual Meeting of Stockholders to be held on Wednesday, May 14, 2008 at 10:00 a.m. at the Marriott Hotel, One Mall Road, Burlington, Massachusetts 01803, and thereafter as it may be adjourned from time to time.

        We intend to mail this proxy statement, the accompanying form of proxy card and our Annual Report on Form 10-K (excluding exhibits) for the fiscal year ended December 31, 2007 to all stockholders entitled to vote on or about March 26, 2008. The costs of soliciting proxies will be borne by us.

General

The amount of bonus each participant receives will depend on the 2008 actual performance of Palomar against the Palomar 2008 Operating Plan and each participant’s contribution toward achieving the Plan. The payout is calculated based on each participant’s base salary as of January 1, 2008 and has both Corporate and Individual Objectives as shown below:

General

The amount of bonus each participant receives will depend on the 2008 actual performance of Palomar against the Palomar 2008 Operating Plan and each participant’s contribution toward achieving the Plan. The payout is calculated based on each participant’s base salary as of January 1, 2008 and has both Corporate and Individual Objectives as shown below:

General

The amount of bonus each participant receives will depend on the 2008 actual performance of Palomar against the Palomar 2008 Operating Plan and each participant’s contribution toward achieving the Plan. The payout is calculated based on each participant’s base salary as of January 1, 2008 and has both Corporate and Individual Objectives as shown below:

General

The amount of bonus each participant receives will depend on the 2008 actual performance of Palomar against the
Palomar 2008 Operating Plan and each participant’s contribution toward achieving the Plan. The payout is
calculated based on each participant’s base salary as of January 1, 2008 and has both Corporate and Individual
Objectives as shown below:

General

        The enclosed proxy is solicited by the Board of Palomar Medical Technologies, Inc. for use at the 2007 Annual Meeting of Stockholders to be held on Wednesday, May 9, 2007 at 10:00 a.m. at the Marriott Hotel, One Mall Road, Burlington, Massachusetts 01803, and thereafter as it may be adjourned from time to time.

        We intend to mail this proxy statement, the accompanying form of proxy card and our Annual Report on Form 10-K (excluding exhibits) for the fiscal year ended December 31, 2006 to all stockholders entitled to vote on or about March 28, 2007. The costs of soliciting proxies will be borne by us.

13.1 In General.

    (a)     Except as provided in Section 13.2, if a dispute arises between the parties in connection with or relating to this Agreement or any document or instrument delivered in connection herewith (a “Dispute”), the parties shall use the following procedures to resolve such Dispute(s).

        (i)     A meeting shall be held between the parties within ten (10) days after either party gives written notice of a Dispute to the other party (the “Dispute Notice”). The meeting shall be attended by a representative of each party having decision-making authority regarding the Dispute (subject to Board of Directors or equivalent approval, if required), who shall attempt in good faith to negotiate a resolution of the Dispute.

        (ii)     In the event that such representatives are unable to resolve the dispute within thirty (30) days of such meeting, either party may, by written notice to the other, invoke the following mediation: the parties shall try in good faith to resolve such dispute by mediation administered by the Center for Public Resources (“CPR”) in accordance with the then current CPR Model Procedure for Mediation of Business Disputes, provided that specific provisions of this Section 13.1(a)(ii) shall override inconsistent provisions of such CPR Model Procedure. The mediator shall be selected from the CPR Panel of Neutrals and the location of the mediation shall be in Boston, Massachusetts. If the parties cannot agree upon the selection of the mediator, then CPR shall appoint the mediator. The parties shall attempt to resolve such dispute through mediation until one of the following occurs: (i) the parties reach a written settlement; (ii) the mediator notifies the parties in writing that they have reached an impasse; (iii) the parties agree in writing that they have reached an impasse; or (iv) the parties have not reached a settlement within forty-five (45) days of the initiation of the mediation. All aspects of any such mediation, including any resolution or decision relating thereto, shall be confidential and all participants, including the mediator, shall be bound by judicially enforceable obligations of strict confidentiality except to the extent the parties agree in writing to waive in whole or part such confidentiality.

        (iii)     If the parties have not succeeded in negotiating a written resolution of the Dispute after following the procedures specified in Sections 13.1(a)(i) and 13.1(a)(ii), either party may exercise any and all of its judicial rights and remedies to resolve the Dispute.

    (b)     The parties agree that all applicable statutes of limitation and time-based defenses (such as estoppel and laches) shall be tolled while the procedures set forth in this 13.1 are pending, and the parties shall cooperate in taking any and all actions necessary to achieve such a result.

13.2 Disputes Regarding Gillette’s Rights in the Male Field. In the event that the parties are not able to agree on the terms and conditions to be included in a definitive agreement between the parties concerning the Male Field as provided in Section 5.1, the following procedures shall apply:

    (a)     At the request of either party, the parties shall promptly negotiate in good faith jointly to appoint a mutually acceptable neutral Person not affiliated with either party (the “Neutral”). If the parties are not able to agree on an acceptable Neutral within thirty (30) days after such request, the CPR Institute for Dispute Resolution shall be responsible for selecting a qualified, disinterested and conflict-free Neutral within fifteen (15) days of being approached by either party. The Neutral selected pursuant to this Section 13.2(a) shall be a Person who has at least fifteen (15) years of business experience with one or more pharmaceutical, biotechnology or medical device companies, and shall have had significant experience negotiating licensing agreements in the pharmaceutical or medical device industries. The Neutral shall conduct an arbitration (the “ADR”) in accordance with the terms and conditions of this Section 13.2 and the fees and costs of the Neutral and the CPR Institute for Dispute Resolution shall be shared equally by the parties.

    (b)     Within sixty (60) days after such matter is referred to ADR, each party shall provide the Neutral with proposed terms and conditions to be included in the Male Collaboration Agreement, including proposed financial terms and conditions (the “Terms and Conditions”), together with a written memorandum in support of such proposed Terms and Conditions, including where possible an analysis of the market potential of the Subject Male Product, as well as any documentary evidence in support thereof and the Neutral shall provide the proposed terms and conditions to the other party after it receives the proposed terms and conditions from both parties.

    (c)     Within thirty (30) days after a party submits its proposed Terms and Conditions, the other party shall have the right to respond thereto (but neither party may change its proposed Terms and Conditions). The response and any material in support thereof shall be provided to the Neutral and the other party.

    (d)     The Neutral shall have the right to meet with the parties as necessary to inform the Neutral’s determination. Within fifteen (15) days of the receipt by the Neutral of both parties’ responses, the Neutral shall select the Terms and Conditions proposed by one of the parties that as a whole is the most fair and reasonable to the parties in light of the totality of the circumstances. The Neutral must select the Terms and Conditions proposed by one or the other of the parties; the Neutral may not combine or otherwise modify the parties’ proposals.

    (e)     The parties shall cooperate in good faith to enter into a Male Collaboration Agreement that contains such Terms and Conditions no later than thirty (30) days of the date of the Neutral’s written notice of its determination.

    (f)     In the event that the parties are unable to reach agreement on the form of the Male Collaboration Agreement within thirty (30) days of the date of the Neutral’s written notice of its determination, each party shall submit to the Neutral such party’s proposed version of such definitive agreement (which version shall contain the Terms and Conditions selected by the Neutral). The Neutral shall, within thirty (30) days of such date, select the form of definitive agreement proposed by one of the parties that as a whole is the most fair and reasonable to the parties in light of the totality of the circumstances. The parties shall execute the form of definitive agreement selected by the Neutral not later than five (5) business days following the selection by the Neutral of the form of definitive agreement and such agreement shall be legal, valid and binding and enforceable against the parties.

13.3 Interim Relief. Notwithstanding anything herein to the contrary, nothing in this ARTICLE XIII shall preclude either party from seeking interim or provisional relief, including a temporary restraining order, preliminary injunction or other interim equitable relief concerning a Dispute, either prior to or during the ADR, if necessary to protect the interests of such party. This Section 13.3 shall be specifically enforceable.

General

        The enclosed proxy is solicited by the board of directors of Palomar Medical Technologies, Inc. for use at the 2006 Annual Meeting of Stockholders to be held on Wednesday, May 10, 2006 at 10:00 a.m. at the Marriott Hotel, One Mall Road, Burlington, Massachusetts 01803, and thereafter as it may be adjourned from time to time.

        We intend to mail this proxy statement, the accompanying form of proxy card and annual report on Form 10-K (excluding exhibits) for the fiscal year ended December 31, 2005 to all stockholders entitled to vote on or about March 20, 2006. The costs of soliciting proxies will be borne by us.

General

        The enclosed proxy is solicited by the board of directors of Palomar Medical Technologies, Inc. for use at the 2005 Annual Meeting of Stockholders to be held on Wednesday, May 11, 2005 at 10:00 a.m. at the Marriott Hotel, One Mall Road, Burlington, Massachusetts 01803, and thereafter as it may be adjourned from time to time.

        We intend to mail this proxy statement, the accompanying form of proxy and annual report on Form 10-K (excluding exhibits) for the fiscal year ended December 31, 2004 to all stockholders entitled to vote on or about March 14, 2005. The costs of soliciting proxies will be borne by us.