On January 21, 2009 (the "Effective Date"), Randy Hardin, resigned from his positions as President, Chief Executive Officer and a Director of Universal Power Group, Inc. (the "Company") and Ian Edmonds, Executive Vice President and COO of the Company, was appointed interim President and CEO. A copy of the press release announcing Mr. Hardin's resignation is attached as Exhibit 99.1 to this report.

In connection with his resignation, the Company and Mr. Hardin entered into a Separation Agreement (the "Agreement") pursuant to which the Company agreed that it will continue to pay Mr. Hardin his annual base salary through January 21, 2011 (the "Restricted Period") and to reimburse him for the costs of his healthcare insurance coverage during the Restricted Period to the same extent it paid for such insurance immediately prior to the Effective Date. In consideration therefor, Mr. Hardin has agreed that he will not during the Restricted Period (i) compete with the Company in any location where the Company is transacting business; (ii) solicit or hire any of the Company's employees; or
(iii) encourage any person or entity that has an existing business relationship with the Company to curtail or cancel its relationship with the Company. In addition, Mr. Hardin agreed not to disclose any of the Company's confidential or proprietary information.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K .

(d) Exhibits

Exhibit No.                                   Description

10.1          Separation Agreement, dated January 21, 2009 between the Company and Randy Hardin

99.1          Press release, dated January 21, 2009, announcing Randy Hardin's resignation.