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

On January 14, 2009, the Stock Option and Compensation Committee of Franklin Electronic Publishers, Incorporated ratified an amendment (the "Amendment"), dated August 8, 2008, to the Employment Contract (the "Employment Agreement"), dated as of March 11, 1996, as amended on each of October 1, 1999, February 15, 2000, December 5, 2002 and June 19, 2006, with Walter Schillings, Managing Director, European Operations. The Amendment extends the term of the Employment Agreement from February 14, 2009 to February 14, 2012.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:

10.1 Addendum to the Employment Contract of March 11, 1996 between Franklin Electronic Publishers (Deutschland) GmbH and Walter Schillings.*

* Management contract or compensatory plan or arrangement

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