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

On December 31, 2008, Mad Catz Interactive, Inc. (the "Company") and its wholly-owned subsidiary, Mad Catz, Inc. ("Mad Catz"), entered into amendments to employment agreements between the Company, Mad Catz and the following executive officers: Darren Richardson, Stewart Halpern and Whitney Peterson (collectively, the "Executives"). These amendments principally reflect changes necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and Treasury Regulations and interpretive guidance issued thereunder (collectively, "Section 409A"). The amendments are generally technical in nature, and affect the timing, but not the amount, of compensation that could be received by the Executives upon termination of their employment.

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