Change in Directors

Change in Directors or Principal Officers, Financial Statements and Exhibits

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Karen L. Sonnhalter has been appointed Vice President, Controller and principal accounting officer of Minrad International, Inc., effective June 16, 2008. Ms. Sonnhalter is joining Minrad from Steris Corporation, a durable medical equipment company, where she has served as Operations Controller and Group Controller since 2001. From 1998 to 2001, she was employed by BF Goodrich Performance Materials where she held the positions of Director of Finance and Planning and Controller, Polymers Division. From 1994 to 1997, MS. Sonnhalter served as the Director of Finance and Controller of Tremco, Incorporated from 1994 to 1997. Ms. Sonnhalter is a graduate of Cleveland State University and received her MBA from Weatherhead School of Management, Case Western University. In connection with her hiring, Ms. Sonnhalter will receive options to acquire 50,000 shares of Minrad stock, with an exercise price equal to the closing market price of the stock on the day she begins employment with the Company. Half of the options will vest on the first anniversary of the grant and the balance on the second anniversary. The options will expire five years after their vesting date. Ms. Sonnhalter will also have the opportunity to earn up to $75,000 in incentive compensation for 2008 if certain company and individual objectives are met. Her incentive opportunity for 2009 will be no less than $82,000 and will be based on both company and individual objectives. The Company is also paying her $35,000 to cover her relocation expenses.
Effective on June 16, 2008, Minrad's current controller, William Rolfe, will become Treasurer. He will also continues to serve as a Vice President. Mr. Rolfe has been the Controller of Minrad since January 2006 and Controller of Minrad Inc since September 2004. He served as interim CFO of Minrad from August 2006 to March 2008. From 1999 to 2004, he was the President of Pharmatech Products LLC. From 1995 to 1999, Mr. Rolfe served as the CFO of Republic Drug Company. From 1990 to 1995, he was the General Manager of Starline Products Inc. Prior to these positions, Mr. Rolfe served in a variety of financial management positions after having been a CPA with KPMG. He is a graduate of Canisius College. In connection with his appointment, Mr. Rolfe will receive options to acquire 50,000 shares of Minrad stock, with an exercise price equal to the closing market price of the stock on the day he becomes Treasurer. Half of the options will vest on the first anniversary of the grant and the balance on the second anniversary. The options will expire five years after their vesting date. Minrad's Treasurer, Richard Tamulski has resigned from the offices of Vice President and Treasurer effective June 3, 2008. He will also be leaving his employment with the Company after a transition period of up to 60 days.