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

On April 23, 2009, the Compensation Committee of the Board of Directors of Medis Technologies Ltd. (the "Company"), approved the offering of a retention plan ("Retention Plan") to certain of the officers of the Company, to incentivize the officers to remain employed with the Company while it seeks outside financing. Pursuant to the Retention Plan, (a) Jose Mejia, the Company's President and CEO, will receive a bonus equal to 3%, and (b) Steve Crea, the Company's CFO, and other members of management, will in the aggregate receive a bonus equal to 5%, of the net amount raised through the sale of Medis' securities or the aggregate value of a business combination, provided such sale of securities or business combination is consummated within 90 days of April 23, 2009. The Company has not yet allocated the 5% bonus among Mr. Crea and the other members of management.

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