Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Directors Effective June 8, 2009 the Board of Directors (the "Board") of Rocky Mountain Chocolate Factory, Inc. (the "Company), based upon the recommendation of the Board's Nominating Committee, appointed Mr. Scott G. Capdevielle to serve on the Board of Directors of the Company. This appointment expanded the size of the Board to six directors. Mr. Capdevielle will serve for a term expiring at the Company's annual meeting of stockholders in 2009 and until his successor shall have been elected and qualified or until his earlier resignation or removal. The Board determined that Mr. Capdevielle would additionally serve upon the Nominating Committee, Compensation Committee and Audit Committee of the Board of Directors. Mr. Capdevielle founded and has served as President, Chief Executive Officer and a member of the Board of Directors of Syndicom, Inc. from 2000 to present. Prior to founding Syndicom, Mr. Capdevielle was Chief Executive Officer and founder of Untv, Inc. from 1999-2000, a California corporation pioneering user generated web video and distribution on the World Wide Web. From 1995-1999, Mr. Capdevielle founded and held the position of Chief Technical Officer and was a member of the Board of Directors of Andromedia Corporation which developed and sold web analytics software to Fortune 1000 companies prior to its sale to Macromedia, Inc. Mr. Capdevielle has been engaged in the software industry since 1993 and has served on several advisory boards and Board of Directors of technology companies from 1994 to present. He is currently a partner in Incas, LLC, a seed stage investment company focused in the medical device industry.

---