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

(e) At the 2009 annual meeting of stockholders, held on May 12, 2009 (the "2009 Annual Meeting"), the stockholders of The Ultimate Software Group, Inc. (the "Company" or "Ultimate") approved the Company's Amended and Restated 2005 Equity and Incentive Plan (the "Plan"), as proposed to be amended. The sole purpose of the proposal to amend the Plan was to increase the number of shares of the Company's $0.01 par value common stock (the "Common Stock") authorized for issuance pursuant to the Plan by 500,000 shares. A description of the proposal to increase the number of shares under the Plan is contained in the Company's 2009 annual proxy statement that was filed with the Securities and Exchange Commission on April 2, 2009. A complete copy of the Plan, as approved by the Company's stockholders, is filed as an exhibit to this Report on Form 8-K.

The Plan authorizes the grant of options to directors, officers and employees of the Company to purchase shares of the Company's Common Stock. The Plan also authorizes the grant to such persons of restricted and non-restricted shares of Common Stock, stock appreciation rights, stock units and cash performance awards (collectively, and together with stock options, the "Awards").

The aggregate number of shares of Common Stock previously authorized for issuance under all Awards granted under the Company's Nonqualified Stock Option Plan, as amended and restated as of December 20, 2002, and the Plan (collectively, the "Plans") was 12,000,000 shares. Pursuant to the approval of Ultimate's stockholders of the Company's proposal as described above at the 2009 Annual Meeting, the aggregate number of shares of Common Stock authorized for issuance under the Plans is 12,500,000 shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description of Exhibit

10.1 Amended and Restated 2005 Equity and Incentive Plan *

10.2 Form of Restricted Stock Unit Award Agreement *

---

* Filed herewith.

---