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

At the 2009 Annual Meeting of Stockholders held on June 4, 2009 (the "2009 Annual Meeting"), the stockholders of Epicor Software Corporation ("Epicor") approved the Epicor Software Corporation Amended and Restated 2007 Stock Incentive Plan (the "Plan").

The Plan was amended and restated to:

• Increase the number of shares of Company common stock ("Shares") reserved for issuance thereunder by 6 million Shares;

• Amend the number of Shares by which the Share reserve is decreased for each Share issued pursuant to restricted stock awards, performance shares and performance units, such that for restricted stock awards, performance shares or performance units granted on or after April 21, 2009, the number of Shares that remain available for issuance will be reduced by 1.5 Shares for each Share issued pursuant to such Awards; and

• Make certain other non-material changes to the Plan.

Subject to annual limits, the Plan permits the grant of the following types of incentive awards: (1) stock options, (2) stock appreciation rights,
(3) restricted stock, (4) performance units, and (5) performance shares (individually, an "Award"). The Plan is intended to attract, motivate, and retain (a) employees of the Company and its subsidiaries, (b) consultants who provide significant services to the Company and its subsidiaries, and
(c) directors of the Company who are employees of neither the Company nor any subsidiary. The Plan provides that it shall be administered by the Board of Directors or a committee of directors appointed by the Board of Directors (the "Administrator"). The Administrator selects the employees, consultants, and directors who will be granted Awards under the Plan.

The principle features of the Plan are summarized in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") in connection with the 2009 Annual Meeting. The foregoing description of the Plan contained in this Current Report on Form 8-K does not purport to be complete is qualified in its entirety by reference to the Plan, which is filed hereto as exhibit 10.1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
10.1 Amended and Restated 2007 Stock Incentive Plan

---