ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On December 29, 2008, Urologix, Inc. (the "Company") entered into amended and restated letter agreements with Stryker Warren, Jr., its Chief Executive Officer, and Gregory Fluet, its Executive Vice President and Chief Operating Officer, relating to change of control benefits (the "Amended Letter Agreement"). The Amended Letter Agreement was approved by the Compensation Committee of the Board of Directors and is attached hereto as Exhibit 10.1. The Amended Letter Agreement reflects several technical changes that are designed to make the letter agreements comply with the requirements of Section 409A of the Internal Revenue Code of 1986.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No. Description 10.1 Form of Amended and Restated Change of Control Letter Agreement dated December 29, 2008 between the Company and certain of its executive officers.

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