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 and Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 15, 2008

TECHNOLOGY RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Florida	000-13763	59-2095002
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)	Identification No.)

5250 140th Avenue North, Clearwater, Florida	33760
(Address of principal executive officers)	(Zip Code)

Registrant's telephone number, including area code: (727) 535-0572

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 (see General Instruction A.2. below):

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))

Item 1.01. Entry into a Material Definitive Agreement

Option Grants; Restricted Stock Awards.

On December 15, 2008, our Board of Directors approved stock option grants and restricted stock awards to certain key employees and executive officers of the Company under our Amended and Restated 2000 Long Term Incentive Plan.  The awards have been granted to certain executive officers of the Company who are expected to be “named executive officers” at the end of the Company’s fiscal year ending on March 31, 2009.  The total number of options and restricted stock grants was 69,999 and 35,001, respectively.  The options are exercisable at a price of $1.70 per share, which was the closing price of the Company’s common stock on the Nasdaq Global Market on December 15, 2008.

With the exception of the award made to Mr. Wood (which will vest over a two year period in equal installments annually), the restricted stock grants will vest over a three year period, with one-third of the shares vesting on each succeeding one year anniversary date after the date of grant.  Upon a change in control of the Company, as defined in the restricted stock agreement, any unvested shares of such stock at that time will become 100% vested and non-forfeitable if the grantee’s employment is terminated.  However, if the grantee’s employment is terminated for any other reason, all unvested shares of restricted stock will be forfeited and returned to the Company.

The following executive officers received options and restricted stock awards:

Name	Title	Options Granted	Restricted Stock Granted
Owen Farren	Chief Executive Officer, President and Chairman of Board of Directors	20,000	10,000
Raymond B. Wood	Director, Senior Vice President and Director of Government Operations and Marketing	10,000	5,000
Thomas Archbold	Vice President of Finance, Chief Financial Officer	13,333	6,667
Brad Freeman	Vice President of Operations	13,333	6,667
Douglas Tilghman	Vice President of Engineering	13,333	6,667

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

Appointment of  Chief Financial Officer.

On November 17, 2008, the Company appointed Thomas G. Archbold to serve as the Company’s interim Chief Financial Officer and interim Principal Accounting Officer.  Effective as of December 15, 2008, our Board of Directors approved the appointment of Mr. Archbold to serve as the Company’s Vice President of Finance and Chief Financial Officer.  During the period of his engagement as interim Chief Financial Officer, Mr. Archbold provided such services while acting as a consultant to Taylor White Specialized Staffing Services, Inc., an accounting and financial placement servicing firm.  With the appointment of Mr. Archbold as the Company’s Chief Financial Officer, the Company has terminated its Consulting Service Agreement with Taylor White Specialized Staffing Services.

Pursuant to an offer dated December 15, 2008, Mr. Archbold will receive an annual salary of $150,000.  In addition, the Company agreed to grant Mr. Archbold a non-qualified stock option to purchase 20,000 shares of the Company’s common stock with an exercise price of $1.70 per share.  The option shares are subject to a vesting schedule pursuant to which 5,000 shares will be immediately vested as of the date of the grant, with the remaining 15,000 shares vesting over a three year period in equal increments commencing on the anniversary date of the option grant.  In addition to his base salary, Mr. Archbold will be eligible to participate in any incentive bonus plan that is approved by the Company’s Board of Directors for the year ended March 31, 2010 and on a prorated basis for the fiscal year ending on March 31, 2009 commencing with his employment on December 15, 2008.

Item 9.01.         Financial Statements and Exhibits.

Exhibits

Exhibit No.	Description
10.1	Restricted Stock Agreement
10.2	Form of Non-Qualified Stock Option Grant under the Company’s Amended and Restated 2000 Long Term Incentive Plan (filed as Exhibit 10.14 to the Company’s 10-K for the year ended March 31, 2008)
10.3	Offer Letter
99.1	Press Release of Technology Research Corporation, dated December 17, 2008 announcing the appointment of a Chief Financial Officer

SIGNATURES

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

	TECHNOLOGY RESEARCH CORPORATION
Date:  December 19, 2008	By:      /s/  Owen Farren
	Name:  Owen Farren
	Title:    President and Chief Executive Officer

EX-10.1

Exhibit 10.1

TECHNOLOGY RESEARCH CORPORATION

AMENDED AND RESTATED

2000 LONG TERM INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

This RESTRICTED STOCK AGREEMENT (the "Agreement") is made this __ day of ___________, 2008, between TECHNOLOGY RESEARCH CORPORATION, a Florida corporation, (the "Company") and ________________________, (the "Employee").

BACKGROUND INFORMATION

The Company desires to promote the long-term interests of the Company by attracting key employees and by providing an additional incentive for such employees to work for the success and growth of the Company through continuing ownership of the Company’s common stock and encouraging them to remain as employees of the Company.  In order to achieve such goals, the Company has determined to provide certain individuals with compensation opportunities based on the performance of the Company's common stock.  To that end, the Company has adopted  an Amended and Restated 2000 Long Term Incentive Plan (the "Plan"), a copy of which is available at the Company’s executive offices, and has decided to grant the Employee fully paid and nonassessable shares of the Company’s restricted stock under such Plan.

Employee acknowledges and represents that he has reviewed the terms of this Agreement, has received a copy of the Plan and has been advised of his right to consult with a tax advisor, financial consultant or legal counsel to obtain legal or financial advice regarding this Agreement.  Unless otherwise provided in this Agreement, this Agreement shall be subject to the provisions of the Plan.  Accordingly, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

OPERATIVE PROVISIONS

1.Definitions.  As used herein, the following definitions will apply:

(a)            "Affiliate" means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled by, or under common control with the Company.

(b)           "Board" means the Board of Directors of the Company.

(c)           "Change in Control" means a change in control event of the Company, as that term is defined in the Company’s Amended and Restated 2000 Long Term Incentive Plan.

(d)           "Committee" means the Compensation Committee of the Board.

(e)           "Common Stock" means the Company’s common capital stock, $.51 par value.

(f)           "Escrow Agent” means the Secretary of the Company.

(g)           "Restricted Stock" means the shares issued to Employee pursuant to this Agreement.

(h)           "Shares" means shares of the Company’s Common Stock.

2.Grant.  Subject to the terms of the Plan, the Company hereby irrevocably grants to Employee ___________ shares of the Restricted Stock in consideration for services to be performed by Employee for the Company on the terms and conditions herein set forth.

3.Vesting.  Subject to Employee being employed by the Company on the vesting dates, the Restricted Stock will vest as follows:  (i) one-third of the Restricted Stock will vest one year after the grant date; (ii) an additional one-third of the Restricted Stock will vest two years after the grant date; and (iii) the remaining one-third of the Restricted Stock will vest three years after the grant date.  The table below sets forth the vesting dates for the Restricted Stock:

Number of Shares of Common Stock	Vesting Date
__________________	December 15, 2009
__________________	December 15, 2010
__________________	December 15, 2011

4.Stock Certificates.  Certificates for the Restricted Stock registered in Employee’s name shall be issued and delivered to the Secretary of the Company and held in escrow until such shares of Restricted Stock have vested in accordance with Section 3 above.

5.Shares Held in Escrow.  Unless and until the Shares of Restricted Stock will have vested in the manner set forth in Section 3 above, such Shares will be issued in the name of Employee and held by the Escrow Agent and will not be sold, transferred or otherwise disposed of, and will not be pledged or otherwise hypothecated. The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Agreement. The certificate or certificates representing such Shares will not be delivered by the Escrow Agent to Employee unless and until the Shares have vested and all other terms and conditions in this Agreement have been satisfied.

6.Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Shares of Restricted Stock at any time. If so accelerated, such Shares will be considered as having vested as of the date specified by the Committee.

7.Termination of Employment.  Notwithstanding any contrary provision of this Agreement, the balance of the Shares of Restricted Stock that have not vested pursuant to Section 3 above will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company upon the date Employee's employment with the Company or an Affiliate terminates.  Employee hereby appoints the Escrow Agent with full power of substitution, as Employee's true and lawful attorney-in-fact, with irrevocable power and authority in the name and on behalf of Employee to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares to the Company upon such termination of employment.  In the event that Employee is terminated following a Change in Control of the Company, then all unvested shares of Restricted Stock granted under this Agreement will immediately vest upon Employee’s termination.

8.Death of Employee.  Any distribution or delivery to be made to Employee under this Agreement will, if the Employee is then deceased, be made to Employee's designated beneficiary, or if no beneficiary survives the Employee, to the administrator or executor of Employee's estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

9.Tax Withholding Obligations.  Employee shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to any withholding taxes, FICA contributions, or the like under any federal, state or local statute, ordinance, rule or regulation in connection with the grant or vesting of the Restricted Stock.  Alternatively, the Company may, at its sole discretion, withhold the required amounts from Employee’s pay during the pay periods next following the date on which any such applicable tax liability otherwise arises.  The Committee, in its discretion, may permit Employee, subject to such conditions as the Committee shall require, to elect to have the Company withhold a number of shares of the Company’s Common Stock otherwise deliverable having a fair market value sufficient to satisfy the statutory minimum of all or part of Employee’s estimated tax obligations associated with the grant or vesting of the Restricted Stock.  The Company shall not deliver any of the shares of the Company’s Common Stock until and unless Employee has made the deposit required herein or proper provision for required withholding has been made.

10.Transferability.  The Restricted Stock may not be transferred, assigned or made subject to any encumbrance, pledge or charge until such Restricted Stock has vested and any other restrictions or conditions on such Restricted Stock are removed, have been satisfied or expire.

11.Effect on Other Employee Benefit Plans.  The value of the Restricted Stock granted pursuant to this Agreement shall not be included as compensation, earnings, salaries, or used when calculating Employee’s benefits under any employee benefit plan sponsored by the Company except as such plan otherwise expressly provides.

12.Rights as Stockholder.  Neither Employee nor any person claiming under or through Employee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Employee or the Escrow Agent. Except as otherwise provided in this Agreement, after such issuance, recordation and delivery, Employee will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

13.No Additional Rights.  Employee shall have no right to be employed by the Company under the terms of this Agreement or interfere in any way with the right of the Company to terminate the employment of Employee at any time.

14.Additional Conditions to Release from Escrow.  If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares of Restricted Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the release of such Shares from the escrow established pursuant to Section 5, such release will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

15.Amendment.  This Agreement may be amended only by a writing executed by the Company and Employee that specifically states that it is amending this Agreement.  Notwithstanding the foregoing, this Agreement may be amended solely by the Committee by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to Employee, and provided that no such amendment adversely affecting the rights of Employee hereunder may be made without Employee’s written consent.  Without limiting the foregoing, the Committee reserves the right to change, by written notice to Employee, the provisions of the Restricted Stock or this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling or judicial decisions, provided that any such change shall be applicable only to shares of  Restricted Stock which are than subject to restrictions as provided herein.

16.Adjustment of Shares. In the event of stock dividends, spin-offs of assets or other extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations, liquidations, issuances of rights or warrants and similar transactions or events involving the Company ("Recapitalization Events"), then for all purposes references herein to Common Stock or to Restricted Stock shall mean and include all securities or other property (other than cash) that holders of Common Stock of Company are entitled to receive in respect of Common Stock by reason of each successive Recapitalization Event, which securities or other property (other than cash) shall be treated in the same manner and shall be subject to the same restrictions as the underlying Restricted Stock.

17.Notices.  All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given on the day delivered if delivered personally, within three (3) Business Days (as defined below) after being sent if sent by registered or certified mail (postage prepaid, return receipt requested), the next Business Day after being sent if sent by overnight courier (prepaid) or the next Business Day after being sent if sent by telecopier to either party at the following address:

If to the Company:

Technology Research Corporation

5250 140th Avenue North,

Clearwater, Florida  33760

Attention: __________________

Telephone: (727) ____________

Telecopier: (727) ____________

E-mail: ____________________

If to Employee:

Telephone: (___)                                                                           

Telecopier: (___)                                                                           

E-mail:                                                                           

or to such other address as either party shall have specified for itself or himself from time to time to the other party in writing. For purposes of this Agreement, the term "Business Day"shall mean any day other than a Saturday, a Sunday or any day on which commercial banks in Clearwater, Florida are authorized or required by law to close.

18.Legend.  The certificate evidencing the Shares shall bear the following legend, if applicable:

"THE COMMON STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND CERTAIN OTHER REQUIREMENTS THAT ARE FULLY SET FORTH IN A RESTRICTED STOCK AGREEMENT.  ANY SUCH TRANSFER OR ACQUISITION IN VIOLATION OF SUCH AGREEMENT(S) IS NULL AND VOID, AND SUCH AGREEMENT IS AUTOMATICALLY BINDING ON ANY PERSON WHO ACQUIRES THE SHARES.  COPIES OF THE AGREEMENTS ARE ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL BUSINESS OFFICE OF TECHNOLOGY RESEARCH CORPORATION."

As soon as practicable after the Shares become vested, the Company will instruct its transfer agent to release any restrictions on the transfer of these Shares and the Shares, to the extent vested, will become fully transferable.

19.Acceptance by Employee.  The grant of the Shares is conditioned upon the acceptance of Employee of the terms hereof as evidenced by his execution of this Agreement.  Because the terms of this Agreement contain specific terms and conditions that may not be addressed in the Plan, Employee agrees that the terms of this Agreement will be binding and control in the event that any discrepancy arises between the terms of the Plan and this Agreement.  Employee acknowledges and represents that he has reviewed the terms of this Agreement, has received a copy of the Plan and has been advised of his right to consult with a tax advisor, financial consultant or legal counsel to obtain legal or financial advice regarding this Agreement.

20.Application of Florida Law.  This Agreement, and the application or interpretation thereof, shall be governed exclusively by its terms and by the laws of the State of Florida.  Venue for all purposes shall be deemed to lie within Pinellas County, Florida.

21.Remedies for Breach of Agreement.  The breach of any confidentiality, non-disclosure or covenants by Employee under any applicable agreement entered into by and between the Company and Employee or the breach by Employee of the terms of this Agreement is acknowledged by the parties hereto to constitute harm to the Company of an extraordinary character which could cause the Company to suffer irreparable damages which could not readily be compensated by a monetary judgment.  Employee agrees that the Company shall be entitled, in addition to all other remedies available to it upon a breach by Employee of his obligations hereunder, to such equitable relief, whether by way of injunction or action for specific performance, or otherwise as a court might impose, without the necessity of proving actual monetary damage for any breach by Employee of this Agreement or of any undertaking herein contained.

The Employee and the Company have executed this Agreement on the day and year first written above.

   TECHNOLOGY RESEARCH CORPORATION

   By:  _____________________________                                                              

           Owen Farren, Chief Executive Officer

   EMPLOYEE:

    ____________________________

--

588792.01

EX-10.3

Exhibit 10.3

December 15, 2008

Thomas G. Archbold

10253 Marsha Drive

New Port Richey, FL  34655

Dear Tom:

On behalf of Technology Research Corporation (TRC), I am pleased to offer you the position of Vice President Finance/CFO.   Your annual salary will be $150,000.   Tom  you will also receive an Incentive Stock Option grant of 20,000 shares of TRC common stock, with an exercise price set at the closing stock price of TRC’s common stock on your first day of employment, December 15, 2008, which will be the grant date of the stock option. These stock options will vest as follows: 5,000 shares vest immediately, with the remaining 15,000 shares vesting over a three year period, one third on each subsequent anniversary of the grant date. Vested options will be eligible to be exercised over the 10 year term of the stock option.

In addition to your salary, you will receive an annualized incentive bonus plan effective with TRC’s FY2010 that begins on April 1, 2009.  You will be included in the Senior Team for FY2009 on a pro-rated basis for the period December 15, 2008 to March 31, 2009.

TRC offers the following benefits: group health, dental and life insurance, short and long term disability coverage, tuition assistance, and a 401K plan.  With the exception of the 401K, which is available on the first day of the month following 90 days of employment, benefits are eligible to commence the 91st day of employment.  You will receive 3 weeks of vacation beginning January 1, 2009.

Please return a signed copy, acknowledging and accepting this offer.  We look forward to your joining the TRC team.  If you have any questions about this offer or TRC please free to discuss these with myself, or Ann Lockwich.

Sincerely,                                                                                        Acknowledged and Accepted by:

Owen Farren                                                                                                        ________________________________

President, CEO and Chairman                                                                                      Tom Archbold

Cc:   Ann C. Lockwich

        Director, Human Resources

EX-99.1

Exhibit 99.1

TECHNOLOGY RESEARCH CORPORATION

APPOINTS CHIEF FINANCIAL OFFICER

CLEARWATER, FLORIDA, December 17, 2008 –Technology Research Corporation (TRC), (NASDAQ–TRCI), today announced that Thomas G. Archbold has been appointed Vice President and Chief Financial Officer.  Since November 17, 2008, Mr. Archbold had served as our interim Chief Financial Officer and interim Principal Accounting Officer.

President and CEO, Owen Farren stated, “It has been a pleasure to work with Tom.  In Tom’s short tenure as interim CFO he has had a positive impact and won the confidence of management and the Board.  We are excited that Tom has joined the team”.

From April 2004 to August 2007, Mr. Archbold served as Chief Financial Officer of HMS Holdings Corp., a publicly held provider of cost management services for government sponsored health and human services programs.  From August 2002 to April 2004, Mr. Archbold served as Controller of HMS Holdings Corp.  From 1999 to 2001, he served as Chief Financial Officer of Langer, Inc., a Deer Park, New York publicly traded manufacturer or orthotic products.  Mr. Archbold has also served as Controller of United Capital Corporation, a publicly traded corporation with interests in real estate and manufacturing and as Director of Finance of AIL Systems, Inc., a multi-location manufacturer of high tech electronics systems for the U.S. Government.  Mr. Archbold began his career with Ernst & Young (1982-1991) where he served as a Senior Manager.  Mr. Archbold received a BS in Professional Accountancy from CW Post College.

Technology Research Corporation designs, manufactures and markets electrical safety products that save lives, protect people from serious injury from electrical shock and prevent electrical fires in the home and workplace.  These products have worldwide application.  The Company also supplies power monitoring and control equipment to the United States Military and its prime contractors.

“Safe Harbor” Statement:  Certain statements made in this press release are forward looking in nature and, accordingly, are subject to risks and uncertainties.  The actual results may differ materially from those described or contemplated.

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