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

Agreements with Named Executive Officers

On September 29, 2008, Wegener Corporation, a Delaware corporation, and Wegener Communications, Inc., a Georgia corporation (together, the "Company"), entered into two separate agreements (the "Amended Agreements") with executive officers Ned L. Mountain ("Mountain") and C. Troy Woodbury, Jr. ("Woodbury"). The Amended Agreements amend provisions of the Retention Agreements (the form of which is filed as an exhibit to the Company's Annual Report on Form 10-K) that both Mountain and Woodbury have with the Company, both with identical terms, and both dated May 2, 2003. The Retention Agreements provide both Mountain and Woodbury with certain benefits, including specified severance compensation, in case of termination of their employment with the Company following a change in control. Under the Amended Agreements, both Mountain and Woodbury have each separately agreed to: (1) reduce the effective term of their Agreements from thirty-six (36) months to twenty-four (24) months following a change in control of the Company; (2) resign from the board of directors of the Company or any subsidiary, upon termination of employment and entitlement of payments under their Agreements, if requested to do so by the Chairman of the Board of the Company; (3) reduce the size of their severance payment entitlement from 2.5 times annual base salary to 1.5 times annual base salary; (4) eliminate their entitlement to have the Company buy their options upon termination; and (5) reduce their period of entitlement to certain fringe benefits from thirty (30) months to eighteen (18) months following termination of employment. All other provisions of the Retention Agreements remain unchanged.

On September 29, 2008, the Company also entered into an Agreement (the "New Agreement") with its Chief Executive Officer, Robert A. Placek ("Placek"). Under the New Agreement, the parties agreed to terminate the prior Retention Agreement between the Company and Placek, dated May 2, 2003. The New Agreement also grants Placek certain rights in the event of termination of Placek's employment with the Company. If Placek's employment with the Company ceases for any reason other than termination for cause, then Placek is entitled to receive compensation in cash from the Company in an amount equal to six (6) months of his then annual base salary, payable in accordance with the Company's normal payroll practices.

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