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

(e) At the 2009 annual meeting of stockholders of Ocean Power Technologies, Inc. (the "Company"), which was held on October 2, 2009, the Company's stockholders approved an amendment to the Company's 2006 Stock Incentive Plan (the "Plan") to increase the aggregate number of shares authorized for issuance under the Plan by 850,000 shares. The Company's executive officers and directors are eligible to receive awards under the Plan, including stock options, restricted stock awards and other stock-unit awards, in accordance with the terms and conditions of the Plan.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 10.1 Ocean Power Technologies, Inc. 2006 Stock Incentive Plan, as Amended

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