(e) Compensatory Arrangements of Certain Officers

2009 Restricted Stock Awards

On June 29, 2009, the Compensation Committee of the Board of Directors (the "Compensation Committee") of MTS Systems Corporation (the "Company") awarded Restricted Stock Units ("RSUs") to executive officers under the Company's 2006 Stock Incentive Plan. Each RSU represents the right to receive shares of the Company's common stock upon vesting.

The form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement - Employee and form of Uniform Terms and Conditions Applicable to Restricted Stock Unit Grant are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K.

Item 9.01. Exhibits.




(d)  Exhibits.



Exhibit No.                           Description of Exhibit
10.1             Form of Notice of Grant of Restricted Stock Units and Restricted
                 Stock Unit Agreement - Employee
10.2             Form of Uniform Terms and Conditions Applicable to Restricted
                 Stock Unit Grant