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

On February 9, 2009 the Compensation Committee of the Board of Directors of Rackable Systems, Inc. (the "Company") approved a corporate bonus plan (the "Plan") for the 2009 fiscal year. The Plan is an integral part of compensation for the all or nearly all of the Company's management, including the Company's executive officers. The Plan provides that bonuses are payable quarterly based upon (1) the achievement of certain revenue and non-GAAP gross margin performance targets established by the Compensation Committee, and (2) target bonus amounts for each individual established by the Compensation Committee. The Compensation Committee established the annual target bonus amounts for the Plan. The 2009 annual target bonus amount for Mark Barrenechea, the Company's Chief Executive Officer, was established at $350,000; and the 2009 annual target bonus amount for James Wheat, the Company's Chief Financial Officer, was established at $108,000. Under the Plan, for a bonus to be "earned" and payable for a given quarter, the Company's quarterly revenue and non-GAAP gross margin must each be within the range of revenue and non-GAAP gross margin performance targets set by the Compensation Committee for purposes of the Plan. In the event of achievement of the revenue and non-GAAP gross margin performance targets, the respective percentage of the target bonus amounts will be earned. In the event of under-achievement of one or both of the Compensation Committee established performance target ranges, quarterly bonuses under the Plan can result in either 0%, 25% or 37.5% of the quarterly bonus target being earned, depending on the specific levels of actual revenue and non-GAAP gross margin performance; in the event of no under-achievement and over-achievement of one or both of the revenue and/or non-GAAP gross margin targets, the percentage can result in either 62.5%, 75% or 100% the quarterly bonus target earned, depending on the specific levels of actual revenue and non-GAAP gross margin performance. The Compensation Committee further specified that the 100% target could only be earned if, in addition to achievement of the specific quarterly levels of actual revenue and non-GAAP gross margin performance, the Company is non-GAAP earnings-per-share profitable for the quarter, after the payout of all bonuses under the Plan.

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