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

On April 8, 2009, the Board of Directors of the Company adopted and approved the Amended and Restated 2006 Stock Appreciation Rights Plan (the "Amended SAR Plan"), which amends the 2006 Stock Appreciation Rights Plan, adopted September 27, 2006, to allow non-employee directors of the Company to participate. As before, the Compensation and Governance Committee (the "Compensation Committee") of the Board of Directors of the Company will administer the Amended SAR Plan. The Compensation Committee will have the sole authority to determine the individuals to whom grants will be made under the Amended SAR Plan and the terms and conditions of each SAR grant. Under the Amended SAR Plan, the Compensation Committee presently intends that SAR's granted to non-employee directors of the Company will provide that the Company will have the option, but not the obligation, to convert the SAR's into restricted shares of the Company's common stock pursuant to the terms of the 2005 Non-Employee Director Restricted Stock Plan. This conversion option will become effective only if additional shares of common stock are authorized by the stockholders of the Company under the 2005 Non-Employee Director Restricted Stock Plan. In addition, SAR's granted to non-employee directors of the Company will vest upon the directors' removal or resignation from the position of director.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1 Nanophase Technologies Corporation's Amended and Restated 2006 Stock Appreciation Rights Plan.

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