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

On September 15, 2009, the Compensation Committee recommended, and the Board of Directors of Urologix, Inc. (the "Company") approved, an award of restricted stock to each non-employee director serving as a member of the Company's Board of Directors immediately following the 2009 Annual Meeting of Shareholders, with the number of shares of restricted stock equal to $9,300 divided by the closing price of the Company's common stock on the date of the Annual Meeting, rounded up to the next whole share. The restricted stock award will be granted under the Company's Amended and Restated 1991 Stock Option Plan, as amended, and granted on the date of the Annual Meeting. The restrictions on the restricted stock will lapse on the first business day immediately prior to the date of the Company's 2010 Annual Meeting of Shareholders if the director is serving as a director as of such date. The restricted stock award will be in addition to the automatic stock option grant under the Company's Amended and Restated 1991 Stock Option Plan, as amended.

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