8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

February 22, 2006 (February 15, 2006)

Date of Report (Date of earliest event reported)

COMPETITIVE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8696	36-2664428
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number )	Identification No.)

1960 Bronson Road, Fairfield, Connecticut 06824

(Address of principal executive offices) (Zip Code)

(203) 255-6044

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

On February 15, 2006, Competitive Technologies, Inc. (“CTT”) and Donald J. Freed, Ph.D. amended the terms of Dr. Freed’s amended and restated employment agreement (the “Amendment”). The purpose of the Amendment was to change the terms of the amended and restated employment to provide for a six-month delay in the payment of certain severance benefits in order to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended. A copy of the Amendment between CTT and Dr. Freed is attached as Exhibit 10.1.

Item 9.01.Financial Statements and Exhibits

(c)Exhibits

Exhibit No.	Description
Exhibit 10.1	Amendment Number One made February 15, 2006, to Amended and Restated Employment Agreement, dated as of October 1, 2005, between registrant and Donald J. Freed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMPETITIVE TECHNOLOGIES, INC.
Date:February 22, 2006	By:	/s/ Michael D. Davidson
		Name:Michael D. Davidson
		Title:Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1	Amendment Number One made February 15, 2006, to Amended and Restated Employment Agreement, dated as of October 1, 2005, between registrant and Donald J. Freed.

EX-10.1

Exhibit 10.1

AMENDMENT NUMBER ONE

TO

EMPLOYMENT AGREEMENT OF DONALD J. FREED

This Amendment Number One is made this 15th day of February 2006, by and between Competitive Technologies, Inc., a Delaware corporation (the “Company”) and Donald J. Freed (“Executive”).

RECITALS

A.The Company and the Executive are parties to that certain Employment Agreement dated as of October 1, 2005 (the “Employment Agreement”).

B.The Company and the Executive wish to amend the Employment Agreement to make certain changes to the Employment Agreement for purposes of complying with section 409A of the Internal Revenue Code of 1986, as amended.

AGREEMENT

NOW THEREFORE the parties hereby agree as follows:

1.Section 6(k) of the Employment Agreement is amended by adding to the end thereof the following additional language:

“The amounts described in clause (i) above shall be paid according to the Company’s regular payroll schedule applicable to Executive.”

2.Section 6(l) of the Employment Agreement is amended by adding to the end thereof the following additional language:

“The amounts described in clause (i) above shall be paid according to the Company’s regular payroll schedule applicable to Executive.”

3.Section 6 of the Employment Agreement is amended by adding to the end thereof the following new subsection (o):

“(o)Six-Month Delay in Payment. Notwithstanding anything contained herein to the contrary, in the event that payment of any Severance Benefit or Change in Control Benefit hereunder is subject to section 409A(2)(b)(i) of the Internal Revenue Code of 1986, as amended, or any successor provision thereto (the “Code”), and if Executive is a “Specified Employee”, then payment of such benefit shall be made no earlier than 6 months after Executive’s termination of employment by accumulating all payments which would otherwise be payable during the first six (6) months following the termination of employment and shall instead be paid on the date that immediately follows the end of such six-month period, or as soon as administratively practicable thereafter. Any payments which would otherwise have been made after the end of such six-month period, shall be paid at the time provided for herein. For purposes of this section, a “Specified Employee” is a key employee as defined in section 416(i) of the Code (without regard to paragraph (5) thereof), for purposes of the top-heavy provisions applicable to tax-qualified plans.

4.The Employment Agreement is amended by adding to the end thereof the following new Section 21:

“21.Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of section 409A of the Code. The Agreement shall be administered in a manner consistent with this intent, and, if either party determines that any provision would cause the Agreement to fail to satisfy section 409A of the Code, the parties shall cooperate in preparing an amendment to comply with section 409A of the Code (which amendment may be retroactive to the extent permitted under section 409A of the Code).”

5.This Amendment Number One is effective as of the original date of the Employment Agreement, October 1, 2005.

6.Except as above amended, the Employment Agreement shall remain in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this instrument on the day and year first above stated.

EXECUTIVE     /s/ Donald J. Freed Donald J. Freed, Ph.D. COMPETITIVE TECHNOLOGIES, INC.     By: /s/ Richard E. Carver Richard E. Carver, Chairman of the Board