Item 1.01. Entry into a Material Definitive Agreement.

On December 30, 2008, Interphase Corporation entered into Amended and Restated Employment, Confidentiality, and Non-Competition Agreements with its executive team, including Gregory B. Kalush, Chief Executive Officer; Thomas N. Tipton, Jr., Chief Financial Officer; Marc E. DeVinney Vice President of Engineering; James W. Gragg Vice President of Operations and Fulfillment; Randall E. McComas, Vice President of Global Sales and Customer Support; Deborah A. Shute, Vice President of Human Resource and Administration; and Yoram Soloman Vice President of Corporate Strategy & Business Development.

The Amended and Restated Agreements replace the Executive Employment Agreements previously in place for the aforementioned executives. The Amended and Restated Agreements were revised to comply with the documentary requirements of
Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations and other official guidance effective January 1, 2009.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 - Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with Mr. Gregory B. Kalush

Exhibit 10.2 - Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with Mr. Thomas N. Tipton Jr.

Exhibit 10.3 - Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with Mr. Marc E. DeVinney

Exhibit 10.4 - Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with Mr. James W. Gragg

Exhibit 10.5 - Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with Mr. Randall E. McComas

Exhibit 10.6 - Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with Ms. Deborah A. Shute

Exhibit 10.7 - Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with Mr. Yoram Soloman

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