Item 5.02 Departure Of Directors Or Certain Officers; Election Of
Directors;
Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers.

Restricted Stock Awards

On August 21, 2012, the Compensation Committee of the Board of Directors (the "Board") of Clearfield, Inc. (the "Company") approved the grant of Restricted Stock of the Company's common stock to certain of the Company's executive officers for the Company's fiscal year ended September 30, 2012, subject to Board approval. On August 23, 2012 the Board approved this grant of restricted stock. Pursuant to this action, Cheryl P. Beranek, Chief Executive Officer, was granted 85,000 shares of restricted stock; Johnny Hill, Executive Vice President and Chief Operating Officer, was granted 85,000 shares of restricted stock; and Daniel Herzog, Chief Financial Officer, was granted 30,000 shares of restricted stock. The restricted stock was granted pursuant to the Company's 2007 Stock Compensation Plan, as amended. The restricted stock granted for all officers will have restrictions that lapse with respect to one-fifth of the shares on the first five anniversaries of the date of grant of the awards subject to each Officer's continued employment through each such date.

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