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

Date of report (Date of earliest event reported): June 11, 2007

MOBILITY ELECTRONICS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-30907
(Commission File Number) 86-0843914
(IRS Employer Identification No.)

17800 N. Perimeter Dr., Suite 200, Scottsdale, Arizona	85255
(Address of Principal Executive Offices)	(Zip Code)

(480) 596-0061
(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:

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

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

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

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

TABLE OF CONTENTS

EX-10.1

EX-10.2

EX-10.3

Item 1.01 Entry into a Material Definitive Agreement.

     On June 11, 2007, pursuant to the terms of the employment agreement dated May 1, 2007 by and between Michael D. Heil and Mobility Electronics, Inc. (“Mobility”), Mr. Heil was awarded 1,000,000 restricted stock units (the “RSUs”). A copy of the agreements evidencing the RSUs granted to Mr. Heil are attached as Exhibits 10.1 and 10.2 and are incorporated by reference herein. Pursuant to the terms of the first RSU agreement, 500,000 of the RSUs granted to Mr. Heil will vest in increments of 125,000 RSUs per year effective on June 11, 2008, June 11, 2009, June 11, 2010 and June 11, 2011, or earlier, in full, upon a change in control of Mobility or, on a pro rata basis, upon Mr. Heil’s death, disability or termination without cause. Pursuant to the terms of the second RSU agreement, the other 500,000 RSUs granted to Mr. Heil will vest in increments of 250,000 RSUs, subject to Mobility’s achievement of annual performance objectives for the 2009 and 2011 fiscal years, respectively. The description of the terms of these agreements is not complete and is subject to the terms of the attached RSU agreements.

     On June 11, 2007, Mobility’s Compensation & Human Resources Committee adopted a revised compensation program for its non-employee directors. A copy of Mobility’s non-employee director compensation program is attached as Exhibit 10.3 and is incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     As previously disclosed on a Current Report on Form 8-K filed by Mobility on May 3, 2007, effective June 8, 2007, Charles R. Mollo ceased to serve as a member and chairman of Mobility’s board of directors, as well as its president and chief executive officer, and Robert W. Shaner assumed the position of chairman of Mobility’s board of directors. Also, on June 11, 2007, Larry M. Carr was re-appointed as a member of Mobility’s board of directors, Jerre L. Stead declined to stand for re-election, and resigned from his position, as a member of Mobility’s board of directors, and Michael D. Heil was appointed as a member of Mobility’s board of directors and its president and chief executive officer.

     On June 11, 2007, Mr. Heil was awarded 1,000,000 RSUs. A copy of the agreements evidencing the RSUs awarded to Mr. Heil are attached hereto as Exhibits 10.1 and 10.2 and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Mobility Electronics, Inc. Omnibus Long-Term Incentive Plan Restricted Stock Unit Award Agreement.+
10.2	Mobility Electronics, Inc. Omnibus Long-Term Incentive Plan Restricted Stock Unit Award Agreement.+
10.3	Mobility Electronics, Inc. Non-Employee Director Compensation Program.+

+ Management or compensatory plan or agreement.

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 thereunto duly authorized.

	MOBILITYE LECTRONICS, INC.
Dated: June 13, 2007	By:	/s/ Joan W. Brubacher
	Name:	Joan W. Brubacher
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Mobility Electronics, Inc. Omnibus Long-Term Incentive Plan Restricted Stock Unit Award Agreement.+
10.2	Mobility Electronics, Inc. Omnibus Long-Term Incentive Plan Restricted Stock Unit Award Agreement.+
10.3	Mobility Electronics, Inc. Non-Employee Director Compensation.+

+ Management or compensatory plan or agreement.

EX-10.1

Exhibit 10.1

MOBILITY ELECTRONICS, INC.
OMNIBUS LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT

     This Restricted Stock Unit Award Agreement (the “Agreement”) is made this 11^th day of June, 2007 (the “Grant Date”) by and between Mobility Electronics, Inc. (the “Company”) and Michael D. Heil (the “Participant”).

     WHEREAS, Participant is receiving an award of restricted stock units pursuant to            Nasdaq Marketplace Rule 4350(i)(1)(A)(iv) ; and

     WHEREAS, it is a condition to Participant receiving the restricted stock unit award that Participant deliver an executed version of this Agreement, along with the attached Tax Election Form, to the Company;

     NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards restricted stock units to Participant on the following terms and conditions:

     1. Award of Restricted Stock Units. The Company hereby grants to Participant a total of Five Hundred Thousand (500,000) restricted stock units (the “Units”) subject to the terms and conditions set forth in this Agreement.

     2. Vesting Schedule. Subject to the terms and conditions of this Agreement, the Units shall vest upon the earliest to occur, and subject to the terms and conditions, of the following (the occurrence of such event referred to herein as the “Vesting Date”):

     A. Time Based Vesting: One Hundred Twenty-Five Thousand (125,000) Units shall automatically vest immediately on each of June 11, 2008, June 11, 2009, June 11, 2010, and June 11, 2011 (the “Time Based Vesting Date”);

     B. Death; Disability; Termination Without Cause; or Retirement: If the Participant ceases to be employed by the Company by reason of his or her death, total and permanent disability (as certified by an independent medical advisor appointed by the Company prior to such termination), termination without “Cause” (as defined below), or “Retirement” (as defined below), a prorated number of unvested Units shall vest automatically upon such death, disability, termination without Cause, or Retirement, determined by multiplying the number of Units by a fraction, the numerator of which is the number of complete months of continuous employment by the Participant with the Company from the Grant Date and the denominator of which is Forty-Eight (48). The balance of the Units subject to the provisions of this Agreement which have not vested shall automatically be forfeited by the Participant. “Cause” means (i) Participant’s conviction of a felony or commission of any act of fraud, moral turpitude or dishonesty, (ii) Participant’s breach of any of the terms or conditions of, or the failure to perform any covenant contained in, the Company’s Employee Handbook or Code of Business Conduct and Ethics, as modified from time to time, or (c) Participant’s violation of

reasonable instructions or policies established by the Company with respect to the operation of its business and affairs or Participant’s failure to carry out the reasonable instructions required in connection with his or her employment. “Retirement” means the point in time at which the Participant retires from the Company and either: (1) (a) Participant’s age is fifty-five (55) years or greater, and (b) Participant has been employed by the Company for ten (10) years or more; or (2) Participant’s age is sixty-two (62) years or greater; and

     C. Change in Control: Upon a “Change in Control,” as defined below, one hundred percent (100%) of the Units shall vest automatically. A “Change in Control” shall mean the occurrence of one or more of the following events: (i) any person within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act or 1934, as amended (the “Exchange Act”), other than the Company (including its subsidiaries, directors or executive officers) has become the beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act, of 50 percent or more of the combined voting power of the Company’s then outstanding common stock or equivalent in voting power of any class or classes of the Company’s outstanding securities ordinarily entitled to vote in elections of directors (“voting securities”); (ii) shares representing 50 percent or more of the combined voting power of the Company’s voting securities are purchased pursuant to a tender offer or exchange offer (other than an offer by the Company or its subsidiaries, directors or executive officers); (iii) as a result of, or in connection with, any tender offer or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a “Transaction”), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board or of any successor to the Company; (iv) following the date hereof, the Company is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former stockholders of the Company, other than (1) any party to such merger or consolidation, or (2) any affiliates of any such party; or (v) the Company transfers more than 50 percent of its assets, or the last of a series of transfers results in the transfer of more than 50 percent of the assets of the Company, or the Company transfers a business unit and/or business division responsible for more than 35% of the Company’s revenue for the twelve-month period preceding the month in which such transfer occurred, in either case, to another entity that is not wholly-owned by the Company. Any determination required above in this subsection (v) shall be made by the Compensation Committee of the Board of Directors of the Company, as constituted immediately prior to the occurrence of such event.

     3. Restrictions. This Agreement and the Units granted pursuant hereto shall be subject to the following restrictions:

2

          A. Termination of Agreement and Rights to Units. Any Units that have not otherwise vested pursuant to the terms of this Agreement shall be automatically forfeited upon the Participant’s termination of employment or service with the Company.

          B. Non-Assignability. Unless otherwise determined by the Compensation Committee of the Board of Directors of the Company, the Participant may not sell, assign, transfer, discount, or pledge as collateral for a loan, or otherwise anticipate any right to payment under this Agreement other than by will or by the applicable laws of descent and distribution.

     4. Form and Timing of Payment. Any vested Units shall be paid by the Company in shares of the Company’s common stock, par value $0.01 per share (the “Shares”) on a one-to-one basis on, or as soon as practicable after, the Vesting Date.

     5. Tax Withholding. Upon the vesting of any Units, the tax withholding obligations of the Participant and the Company shall be satisfied, at the Participant’s election pursuant to the attached Tax Election Form, by the Participant either paying the appropriate tax withholding amount in cash, or tendering to the Company a sufficient number of Shares necessary to satisfy the Participant’s and the Company’s tax withholding obligations.

     6. Change in Capital Structure. The terms of this Agreement, including the number of Units subject to this Agreement, shall be adjusted as the Compensation Committee of the Board of Directors of the Company determines is equitably required in the event the Company effects any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spin-off, combination, repurchase or exchange of shares or other securities of the Company, or similar corporate transaction.

     7. No Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any Shares until the date of the issuance and delivery of such Shares.

     8. No Right to Employment. This Agreement shall not be construed as giving the Participant the right to be retained in the employ or as a consultant of the Company or any affiliate of the Company, as the case may be. The Company may at any time terminate the Participant’s employment or a consultant’s provision of services free from any liability or any claim under this Agreement.

     9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the legatees, distributes and personal representatives of the Participant and the successors of the Company.

     10. Governing Law. This Agreement shall be governed by, and interpreted under, the laws of the State of Arizona without regard to conflicts of law provisions thereof, and the Participant and the Company irrevocably consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in Phoenix, Arizona.

3

     IN WITNESS WHEREOF, the Company has executed this Agreement as of the day and year first above written.

MOBILITY ELECTRONICS, INC.
By:	/s/ Joan W. Brubacher
Name: Joan W. Brubacher
Title: EVP & CFO

     The undersigned Participant hereby accepts, and agrees to, all terms and provisions of the foregoing Agreement. If you do not sign and return this Agreement, you will not be entitled to the Units.

/s/ Michael D. Heil

Signature

Michael D. Heil

Print Name

Social Security Number or
Commerce ID Number

4

EX-10.2

Exhibit 10.2

MOBILITY ELECTRONICS, INC.
OMNIBUS LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT

     This Restricted Stock Unit Award Agreement (the “Agreement”) is made this 11^th day of June, 2007 (the “Grant Date”) by and between Mobility Electronics, Inc. (the “Company”) and Michael D. Heil (the “Participant”).

     WHEREAS, Participant is receiving an award of restricted stock units pursuant to            Nasdaq Marketplace Rule 4350(i)(1)(A)(iv) ; and

     WHEREAS, it is a condition to Participant receiving the restricted stock unit award that Participant deliver an executed version of this Agreement, along with the attached Tax Election Form, to the Company;

     NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Company hereby awards restricted stock units to Participant on the following terms and conditions:

     1. Award of Restricted Stock Units. The Company hereby grants to Participant a total of Five Hundred Thousand (500,000) restricted stock units (the “Units”) subject to the terms and conditions set forth in this Agreement.

     2. Vesting Schedule. Subject to the terms and conditions of this Agreement, the Units shall vest upon the earliest to occur, and subject to the terms and conditions, of the following (the occurrence of each such event referred to herein as the “Vesting Date”):

     A. First Performance Objective: Two Hundred and Fifty Thousand (250,000) Units shall automatically vest immediately upon the Company’s achievement of the performance objective set forth hereto as Exhibit A as determined in the good faith discretion of the Compensation & Human Resources Committee of the Board of Directors of the Company; and

     B. Second Performance Objective: Two Hundred and Fifty Thousand (250,000) Units shall automatically vest immediately upon the Company’s achievement of the performance objective set forth hereto as Exhibit B as determined in the good faith discretion of the Compensation & Human Resources Committee of the Board of Directors of the Company.

     3. Restrictions. This Agreement and the Units granted pursuant hereto shall be subject to the following restrictions:

          A. Termination of Agreement and Rights to Units. Any Units that have not otherwise vested pursuant to the terms of this Agreement shall be automatically forfeited upon the Participant’s termination of employment or service with the Company.

          B. Non-Assignability. Unless otherwise determined by the Compensation Committee of the Board of Directors of the Company, the Participant may not sell, assign, transfer, discount, or pledge as collateral for a loan, or otherwise anticipate any right to payment under this Agreement other than by will or by the applicable laws of descent and distribution.

     4. Form and Timing of Payment. Any vested Units shall be paid by the Company in shares of the Company’s common stock, par value $0.01 per share (the “Shares”) on a one-to-one basis on, or as soon as practicable after, the Vesting Date.

     5. Tax Withholding. Upon the vesting of any Units, the tax withholding obligations of the Participant and the Company shall be satisfied, at the Participant’s election pursuant to the attached Tax Election Form, by the Participant either paying the appropriate tax withholding amount in cash, or tendering to the Company a sufficient number of Shares necessary to satisfy the Participant’s and the Company’s tax withholding obligations.

     6. Change in Capital Structure. The terms of this Agreement, including the number of Units subject to this Agreement, shall be adjusted as the Compensation Committee of the Board of Directors of the Company determines is equitably required in the event the Company effects any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spin-off, combination, repurchase or exchange of shares or other securities of the Company, or similar corporate transaction.

     7. No Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any Shares until the date of the issuance and delivery of such Shares.

     8. No Right to Employment. This Agreement shall not be construed as giving the Participant the right to be retained in the employ or as a consultant of the Company or any affiliate of the Company, as the case may be. The Company may at any time terminate the Participant’s employment or a consultant’s provision of services free from any liability or any claim under this Agreement.

     9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the legatees, distributes and personal representatives of the Participant and the successors of the Company.

     10. Governing Law. This Agreement shall be governed by, and interpreted under, the laws of the State of Arizona without regard to conflicts of law provisions thereof, and the Participant and the Company irrevocably consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in Phoenix, Arizona.

2

     IN WITNESS WHEREOF, the Company has executed this Agreement as of the day and year first above written.

MOBILITY ELECTRONICS, INC.
By:	/s/ Joan W. Brubacher
Name: Joan W. Brubacher
Title: EVP & CFO

     The undersigned Participant hereby accepts, and agrees to, all terms and provisions of the foregoing Agreement. If you do not sign and return this Agreement, you will not be entitled to the Units.

/s/ Michael D. Heil Signature

Michael D. Heil Print Name

Social Security Number or
Commerce ID Number

3

Exhibit A

First Performance Objective

The Company’s achievement of the financial performance objectives set forth in the annual plan to be approved by the Company’s Board of Directors for the 2009 fiscal year.

A-1

Exhibit B

Second Performance Objective

The Company’s achievement of the financial performance objectives set forth in the annual plan to be approved by the Company’s Board of Directors for the 2011 fiscal year.

B-1

EX-10.3

Exhibit 10.3

Non-Employee Director Compensation

Effective as of June 11, 2007

     The following is a description of the compensation paid to non-employee directors of Mobility Electronics, Inc.

Event	Compensation	Payable	Vesting
Board Election / Re-Election	30,000 RSUs	Every 3 years	3-year cliff vesting
Board Chairman	10,000 RSUs	Annually	1-year cliff vesting
Committee Election / Re-Election	2,000 RSUs	Annually	1-year cliff vesting
Audit Committee Chair Election	1,500 RSUs	Annually	1-year cliff vesting
Comp & H.R. Committee Chair Election	1,000 RSUs	Annually	1-year cliff vesting
Corp Gov. & Nom. Committee Chair Election	1,000 RSUs	Annually	1-year cliff vesting
Retainer — Board (excluding Board Chairman)(1)	$2,500 per month	Quarterly	N/A
Retainer — Board Chairman(1)	$5,000 per month	Quarterly	N/A
Retainer — Lead Independent Director(1)	$500 per month	Quarterly	N/A
Annual Meeting Attendance(1)	$3,500 per meeting	Quarterly	N/A
Board Meeting Attendance(1)	$2,500 per meeting if attended in person $600 per meeting if attended by phone	Quarterly	N/A
Committee Meeting Attendance(1)	$600 per meeting	Quarterly	N/A

(1) Cash compensation is payable quarterly on or about January 15, April 15, July 15, and October 15 of each year.