Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On November 7, 2008, the Board of Directors approved a restated and amended 2001 Nonstatutory Stock Option Plan, consistent with the Board's discretionary authority under the terms of the plan. The effect of the restated and amended plan is to (i) expand the permitted means of exercising a stock option under the plan through the inclusion of a "net exercise" provision; (ii) eliminate the existing six month minimum holding period requirement for stock tendered as a payment of the exercise price of a stock option under the plan; and (iii) permit the Company to withhold stock in payment of the minimum tax withholding obligation arising from the net exercise of a stock option under the plan.
Copies of the 2001 Nonstatutory Stock Option Plan, as amended and restated, and the form of Stock Option Agreement under the 2001 Nonstatutory Stock Option Plan, as amended, are attached to this report as Exhibits 10.70 and 10.71, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No. Description 10.70 PCTEL, Inc., 2001 Nonstatutory Stock Option Plan, as amended November 7, 2008 10.71 PCTEL, Inc, 2001 Nonstatutory Stock Option Plan Form of Stock Option Agreement, as amended November 7, 2008

-2-

---

Table of Contents