On July 6, 2009, Ultralife Corporation (the "Company") entered into new employment agreements with John D. Kavazanjian, its President and Chief Executive Officer, and William A. Schmitz, its Chief Operating Officer, which effectively amended their existing employment agreements. The employment agreements were amended to cap the severance benefits upon a specified change of control event at no more than three times the executive officer's average annual compensation for the previous five years to the extent necessary to not incur the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and not limit the Company's tax deduction under
Section 280G of the Code (such sections together, the "Tax Limitations"). In the event a severance benefit owed to Mr. Kavazanjian or Mr. Schmitz exceeds the Tax Limitations, then the Company will determine which severance benefits are reduced so that such severance benefits are not subject to the Tax Limitations.
The employment agreements were also amended to include the 2009 annual base salaries for Mr. Kavazanjian and Mr. Schmitz. Mr. Kavazanjian's annual base salary is $420,000 for 2009 and Mr. Schmitz's annual base salary is $299,999.96 for 2009.
The employment agreements were also amended to, among other things:
(i) clarify that restricted stock awards and stock appreciation rights will be accelerated along with other equity arrangements in the event of an
(a) involuntary termination without business reasons or a constructive termination, (b) change in control or (c) termination upon death, as such terms are defined in the employment agreements; (ii) reflect the Company's paid time off policy; and (iii) increase to 90 days the period of time Mr. Kavazanjian or Mr. Schmitz can exercise vested stock options to coincide with the period of time set forth in the Company's Amended and Restated 2004-Long-Term Incentive Plan. Copies of the Employment Agreements for Mr. Kavazanjian and Mr. Schmitz are attached hereto as Exhibits 99.1 and 99.2, respectively. Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                  Description

   99.1        Employment Agreement, dated July 6, 2009, between the Company and John
               D. Kavazanjian.
   99.2        Employment Agreement, dated July 6, 2009, between the Company and
               William A. Schmitz.