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

(e) On May 15, 2009, at the 2009 Annual Meeting of Stockholders of Greatbatch, Inc. (the "Company"), the Company's stockholders approved the Greatbatch, Inc. 2009 Stock Incentive Plan (the "2009 Plan"). The 2009 Plan provides for incentive compensation in the form of (i) options to purchase stock, (ii) stock appreciation rights, (iii) restricted stock and restricted stock units, and (iv) stock bonus awards. A description of the material terms of the plan is set forth at Proposal 2, under the heading "Approval of the Adoption of the Greatbatch, Inc. 2009 Stock Incentive Plan" in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 13, 2009, which description is hereby incorporated by reference into this Item
5.02(e). The foregoing description of the 2009 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2009 Plan, a copy of which is included as Exhibit A to the foregoing Proxy Statement and is incorporated herein by reference.