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

Resignation of Terrence O'Donnell and Appointment of Narendra N. Borkar

On September 15, 2009, Terrence O'Donnell announced his resignation as a member of the board of directors ("Board") of IGI Laboratories, Inc. (the "Company") effective September 15, 2009. The Board appointed Narendra N. Borkar to fill the newly created vacancy. Mr. Borkar will begin service as a member of the Board on September 15, 2009 and will serve until the Company's next annual meeting of stockholders and until his successor is elected and qualified or until his earlier, resignation or removal.

Mr. Borkar will receive compensation for his service as a director that is consistent with that of the Company's other non-employee directors pursuant to a Director's Compensation Arrangement adopted by the Board on June 26, 2009. Pursuant to the Director's Compensation Arrangement, each non-employee director, including Mr. Borkar, receives an annual cash retainer in the aggregate amount of $25,000, to be paid in four equal installments on the first calendar day of each fiscal quarter; provided, however, that Mr. Borkar's prorated annual retainer for 2009 shall be paid on October 1, 2009. Each newly appointed director, including Mr. Borkar, also receives a one-time grant of a stock option to purchase 30,000 shares of common stock upon such director's initial appointment to the Board. The exercise price of the stock option grant equals the closing price of the Company's common stock on the date of grant and such option will become fully vested on the first anniversary of the grant date.

The Company's press release announcing the appointment of Mr. Borkar to the Board is attached hereto as Exhibit 99.1 and incorporated herin by reference.

Item 9.01. Exhibits

Exhibit No. Description

99.1 Press Release of IGI Laboratories, Inc. dated September 21, 2009