Summary of NATIONAL DENTEX CORP /MA/

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

             Officers.


Option Grants to Named Executive Officers
   On April 17, 2009, our Compensation Committee granted the following options
to our Chief Executive Officer, Chief Financial Officer and other named
executive officers:

Named Executive Officer                                                      No. of Option Shares

David Brown, Chief Executive Officer                                                     30,000
Wayne Coll, Chief Financial Officer                                                      20,000
Richard Becker, Executive Vice President, Treasurer                                      20,000
John W. Green, Executive Vice President, Laboratory Operations                           20,000

The exercise price of each of the options was $4.07, the closing price of our Common Stock as reported on the Nasdaq Global Market on April 17, 2009, the date of the grant. Mr. Brown's options vest up to one-half of the number of option shares on each of April 17, 2010 and April 17, 2011. Each of the options granted to the other named executive officers vest up to one-third of the number of option shares on April 17, 2010 and then one-third of the number of option shares on each of April 17, 2011 and April 17, 2012. Each of the options expires on April 17, 2019. The options were issued pursuant to the form of incentive stock option agreement attached hereto as Exhibit 10.1, and incorporated herein by reference. The form of incentive stock option agreement allows for an extended period of exercisability on a separation of service due to retirement, as defined in the option agreement. On April 17, 2009, the Compensation Committee also adopted an additional form of non-qualified stock option agreement attached hereto as Exhibit 10.2 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1   Form of Incentive Stock Option Agreement with extended exercisability on
       retirement.


10.2   Form of Non-qualified Stock Option Agreement with extended exercisability
       on retirement.