At the 2009 Annual Meeting of Shareholders held on May 14, 2009, the shareholders of FARO Technologies, Inc. (the "Company") approved the FARO Technologies, Inc. 2009 Equity Incentive Plan (the "2009 Plan"). A description of the material terms of the 2009 Plan was included in the Company's Definitive Proxy Statement on Schedule 14A (File No. 000-23081) as filed with the Securities and Exchange Commission on April 15, 2009. A copy of the 2009 Plan is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

The number of shares of the Company's common stock reserved and available for grants of awards under the 2009 Plan consists of (i) 1,720,000 new shares,
(ii) 61,546 shares remaining available for grant under the 2004 Equity Incentive Plan (the "2004 Plan") as of May 18, 2009, which takes into account the restricted shares granted to the Company's non-employee directors on May 15, 2009, and (iii) any shares underlying awards outstanding under the 2004 Plan as of the effective date of the 2009 Plan that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason.

(d) Exhibits

Exhibit No.     Description
10.1            FARO Technologies, Inc. 2009 Equity Incentive Plan (incorporated
                herein by reference to Appendix A of the Registrant's Definitive
                Proxy Statement on Schedule 14A (File No. 000-23081) filed with the
                Securities and Exchange Commission on April 15, 2009).

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 19, 2009