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

Amendment to the Employee Stock Purchase Plan On May 15, 2009, at the 2009 Annual Meeting of Shareholders (the "2009 Annual Meeting") of Aradigm Corporation (the "Company"), the Company's shareholders approved an amendment to the Company's Employee Stock Purchase Plan (the "Purchase Plan") to increase the aggregate number of shares of the Company's common stock ("Common Stock") authorized for issuance under such plan by 2,500,000 shares to 4,550,000 shares (the "Purchase Plan Amendment"). The Company's Board of Directors (the "Board") previously adopted the Purchase Plan Amendment, subject to shareholder approval, in February 2009.
The foregoing description of the Purchase Plan, as amended by the Purchase Plan Amendment, does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Plan, as amended by the Purchase Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A more detailed description of the Purchase Plan, as amended by the Purchase Plan Amendment, is also contained in the Company's proxy statement for the 2009 Annual Meeting on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2009. Non-Employee Director Compensation
On May 15, 2009, the Board approved the following changes to the Company's non-employee director compensation applicable until the Company's next annual meeting of shareholders:
• Of the $50,000 annual retainer payable to the Chairman of the Board (Virgil D. Thompson), $25,000 shall be paid in cash and $25,000 shall be paid in shares of Common Stock, which Common Stock shall vest in equal quarterly installments over one year and is valued based upon the closing price of Common Stock on the date of such Board approval.

• Of the $30,000 annual retainer payable to each other non-employee director (Frank H. Barker and John M. Siebert), $15,000 shall be paid in cash and $15,000 shall be paid in shares of Common Stock, which Common Stock shall vest in equal quarterly installments over one year and is valued based upon the closing price of Common Stock on the date of such Board approval.

• An increase in the number of shares of Common Stock underlying the annual stock option award granted to the Chairman of the Board (Virgil D. Thompson) upon re-election to the Board from 35,000 shares to 200,000 shares, which option shall vest in equal quarterly installments over one year.

• An increase in the number of shares of Common Stock underlying the annual stock option award granted to each other non-employee director (Frank H. Barker and John M. Siebert) upon re-election to the Board from 20,000 shares to 200,000 shares, which option shall vest in equal quarterly installments over one year.

The other components of the Company's non-employee director compensation remain unchanged.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are attached to this Current Report on Form 8-K:

Exhibit Description
10.1 Aradigm Corporation Employee Stock Purchase Plan, as amended

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