NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May ~~3, 2006~~6, 2009

To the Holders of Common Stock of

Interphase Corporation:

NOTICE IS HEREBY GIVENthat the annual meeting of shareholders of Interphase Corporation, a Texas corporation (the “Company”), will be held on May ~~3, 2006~~6, 2009 at 9:00 a.m. local time at the Embassy Suites Hotel ~~Intercontinental~~ at ~~15201 Dallas Parkway, Addison,~~7600 John Q. Hammons Drive, Frisco, Texas, for the following purposes:

	(a)		to elect six directors of the Company to serve until the next annual meeting of shareholders or until their respective successors shall be elected and qualified; and

	(b)		to transact such other business as may properly come before the meeting or any adjournment thereof.

It is desirable that as large a proportion as possible of the shareholders’ interests be represented at the meeting. Whether or not you plan to be present at the meeting, you are requested to sign the enclosed proxy and return it promptly in the enclosed envelope.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 6, 2009. This Proxy Statement and Annual Report on Form 10-K are available online atwww.proxydoc.com/inph.



	By order of the Board of Directors S. Thomas Thawley Vice Chairman and Secretary

		~~S. Thomas Thawley~~
		~~Vice Chairman and Secretary~~
~~Plano, Texas~~
~~March 31, 2006~~

Plano, Texas
March 27, 2009

TABLE OF CONTENTS


~~PROXY STATEMENT~~
PERSONS MAKING THE SOLICITATION
OUTSTANDING CAPITAL STOCK AND RECORD DATE
ACTION TO BE TAKEN AT THE MEETING
QUORUM AND VOTING
PRINCIPAL SHAREHOLDERS
ELECTION OF DIRECTORS
AUDIT COMMITTEE
NOMINATING AND GOVERNANCE COMMITTEE
EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
CERTAIN RELATED TRANSACTIONS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
RELATIONSHIP WITH INDEPENDENT PUBLIC AUDITORS
SHAREHOLDERS’ PROPOSALS
SHAREHOLDER COMMUNICATIONS
MISCELLANEOUS

Interphase Corporation
Parkway Centre I
2901 North Dallas Parkway, Suite 200
Plano, Texas 75093

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To be Held May ~~3, 2006~~6, 2009

This Proxy Statement is furnished to shareholders of Interphase Corporation, a Texas corporation (the “Company”), in connection with the solicitation of proxies by the Board of Directors of the Company for use at the annual meeting of shareholders to be held on May ~~3, 2006.~~6, 2009. Proxies in the form enclosed will be voted at the meeting if properly executed, returned to the Company prior to the meeting, and not revoked. The proxy may be revoked at any time before it is voted by giving written notice to the Secretary of the Company. This proxy statement is first being mailed to shareholders on or about March ~~31, 2006.~~27, 2009. This proxy statement and the Company’s 2008 annual report are available atwww.proxydocs.com/inph.

PERSONS MAKING THE SOLICITATION

The accompanying proxy is being solicited by the Board of Directors of the Company. The cost of soliciting the proxies and the annual meeting will be borne entirely by the Company. In addition to the use of the mail, proxies may be solicited by personal interview, telephone, and ~~telegram~~facsimile transmission by directors and officers and employees of the Company. Arrangements may also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of shares of Common Stock, $.10 par value (“Common Stock”), held of record by such persons, and the Company may reimburse them for reasonable out-of-pocket expenses they incur in connection with forwarding the solicitation material.

OUTSTANDING CAPITAL STOCK AND RECORD DATE

The record date for shareholders entitled to notice of and to vote at the annual meeting is March ~~9, 2006.~~13, 2009. At the close of business on that date, the Company had issued, outstanding and entitled to be voted at the meeting ~~6,022,562~~6,905,994 shares of Common Stock.

ACTION TO BE TAKEN AT THE MEETING

The accompanying proxy, unless the shareholder otherwise specifies in the proxy, will be voted for the election as directors of the Company of the six persons named under the caption “Election of Directors”, and, in the discretion of the proxy holder, with respect to such other business as may properly come before the meeting.

Where shareholders have appropriately specified how their proxies are to be voted, they will be voted accordingly. If any other matter or business is brought before the meeting, the proxy holders may vote the proxies at their discretion. The directors do not know of any such other matter or business.

QUORUM AND VOTING

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Common Stock is necessary to constitute a quorum at the annual meeting. In deciding all questions, a holder of Common Stock is entitled to one vote, in person or by proxy, for each share held in his or its name on the record date. Abstentions will be included in vote totals and, as such, will have the same effect on each proposal other than the election of directors, if any, as a negative vote. Because the six nominees for director who receive the most votes will be elected, any abstention will not be included in vote totals. Broker non-votes, if any, will not be included in vote totals and ~~as such,~~ will have no effect on any proposal at this meeting.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information as to the number of shares of Common Stock of the Company beneficially owned as of March ~~9, 2006~~13, 2009 by (i) each person who is known to the Company to own beneficially more than 5% of the outstanding Common Stock of the Company, (ii) certain executive officers and each director of the Company and (iii) all executive officers and directors as a group. To the knowledge of the Company, each of the owners named below has sole voting and investment power with respect to the shares of Common Stock beneficially owned by him or it unless otherwise indicated.


Name and address of	Amount and Nature of			Percent of			Amount and Nature of			Percent of
Beneficial Owner	Beneficial Ownership			Class			Beneficial Ownership			Class

Gregory B. Kalush		612,167	(1)		9.3	%		625,462	(1)		8.6	%
S. Thomas Thawley		297,792	(1)		4.9	%		298,626	(1)		4.3	%
Felix V. Diaz		290,000	(1)		4.6	%
Randall E. McComas		211,540	(1)		3.4	%		238,940	(1)		3.4	%
Deborah A. Shute		156,000	(1)		2.5	%		176,050	(1)		2.5	%
James W. Gragg		86,000	(1)		1.4	%		109,800	(1)		1.6	%
Thomas N. Tipton, Jr.								81,486	(1)		1.2	%
Paul N. Hug		47,667	(1)		0.8	%		58,501	(1)		0.8	%
Randall D. Ledford		46,667	(1)		0.8	%
Thomas N. Tipton, Jr.		39,800	(1)		0.7	%
Yoram Solomon								55,000			0.8	%
Marc E. DeVinney								49,900			0.7	%
Michael J. Myers		36,667	(1)		0.6	%		47,501	(1)		0.7	%
Kenneth V. Spenser		36,667	(1)		0.6	%		47,501	(1)		0.7	%
Prasad R. Kallur		27,000	(1)		0.4	%
Christopher B. Strunk								9,167			0.1	%

All executive officers and directors as a group (12 persons)		1,887,967	(2)		25.2	%		1,797,934	(2)		22.7	%

Royce & Associates, LLC 1414 Avenue of the Americas New York, NY 10019		573,200	(3)		9.5	%		523,129	(3)		7.6	%

Renaissance Technologies, LLC 800 Third Avenue New York, NY 10022								415,900	(3)		6.0	%


(1)		Includes vested options to purchase Common Stock with exercise prices ranging from $4.12-$31.00 per share (fair market value on the respective dates of grant) as follows: Mr. Kalush, ~~567,500~~407,500 shares; Mr. Thawley, 55,000 ~~shares; Mr. Diaz, 270,000~~ shares; Mr. McComas, 191,540 shares; Ms. Shute, 145,000 shares; Mr. Gragg, 75,000 shares; Mr. ~~Hug, 45,000~~Tipton, 17,500 shares; Mr. ~~Ledford,~~Hug, 45,000 shares; Mr. Myers, 35,000 shares; and Mr. Spenser, 35,000 ~~shares and Mr. Tipton, 18,500~~ shares.

(2)		Includes ~~1,482,540~~1,106,540 shares that may be acquired upon exercise of vested stock options.

(3)		Based upon information contained in Schedule 13G filings made prior to March ~~9, 2006.~~10, 2008.

ELECTION OF DIRECTORS

Six directors are to be elected at the meeting. To be elected a director, each nominee must receive a plurality of all of the votes cast at the meeting for the election of directors. Should any nominee become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the election in his stead of any other person the Board of Directors may recommend. Each nominee has expressed his intention to serve the entire term for which election is sought.

A brief description of each nominee for director of the Company is provided below. Directors hold office until the next annual meeting of ~~the~~ shareholders or until their successors are elected and qualified.

OUR BOARD OF DIRECTORS AND NOMINATING AND GOVERNANCE COMMITTEE UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE “FOR” EACH OF THE FOLLOWING NOMINEES FOR DIRECTOR.

Gregory B. Kalush, ~~49,~~52, was elected Chairman of the Board in May 2000. Mr. Kalush was appointed the Chief Executive Officer, President and Director of the Company in March 1999. He joined the Company in February 1998, as Chief Financial Officer, Vice President of Finance and Treasurer. Mr. Kalush is also the sole member of the New Employee and Retention Stock Award Committee of the Board of Directors. Prior to joining Interphase, Mr. Kalush was with DSC Communications Corporation from 1995 to 1998. While at DSC, he served as Vice President of Transmission Data Services, Vice President of Operations, International Access Products and Group Vice President of Finance, Transport Systems Group. Prior to DSC, Mr. Kalush was with IBM Corporation from 1978 to 1994. During that time his positions included Chief Financial Officer and Operations Executive for the Skill Dynamics Business Unit, Director of Finance, Planning and Administration for the Southwest Area, and Division Director of Finance and Operations for the Data Systems Division.

Paul N. Hug, ~~62,~~65, was elected a director in 1984. He has been a certified public accountant engaged in public accounting practice as owner of Paul Hug & Co. CPAs since ~~1988.~~1980. Mr. Hug is a member of the Compensation Committee, the Nominating and Governance Committee and is Chairman of the Audit Committee of the Board of Directors.

~~Randall D. Ledford~~, 56, was elected to the Board of Directors in 2001. Mr. Ledford is currently Senior Vice President and Chief Technology Officer for Emerson Electric Co., a position he has held since 1997. He serves on several CTO boards and forums both in the U.S. and abroad. Mr. Ledford is a member of the Nominating and Governance Committee and is Chairman of the Compensation Committee of the Board of Directors.

Michael J. Myers, ~~59,~~62, was elected ~~to the Board of Directors~~a director in 2002. From 2002 until his retirement in 2006, Mr. Myers ~~is currently~~served as President ~~CEO~~ and ~~a member of the Board of Directors~~CEO of Coppercom Inc., a provider of networking equipment for telecommunications operators. Mr. Myers served as the President of the Broadband Systems Division of Alcatel from 2000 to 2002 and as Group Vice President for Alcatel’s Networking Systems Group from 1998 to 2000. Prior to 1998, Mr. Myers worked for DSC Communications Corporation, serving as its Executive Vice President and Chief Operating Officer from 1997 to 1998, at its DSC Denmark A/S subsidiary, and as a Group Vice President for its transmission business in 1997. Mr. Myers also had prior experience with Nortel Networks, NCR, and General Motors Corporation. Mr.

Myers is ~~a member~~Chairman of the Compensation Committee and a member of the Nominating and Governance Committee and the Audit Committee of the Board of Directors.

Kenneth V. Spenser, ~~57,~~60, was elected a director in 2002. Mr. Spenser is currently the Chief Executive Officer for Entivity Holdings. Mr. Spenser served as President, Chief Executive Officer and Chairman of the Board for Entivity, Inc. or its predecessors from 1997 to 2004. Entivity is a leading provider of PC-based control systems to the automation marketplace. In 2007, Mr. Spenser became President of

Better Rehab, LLC. Better Rehab was founded ~~Think & Do Software in 1997~~by orthopedic surgeons, exercise physiologists and ~~merged it with Steeplechase Software in 2001~~rehabilitation specialists to ~~create Entivity, Inc.~~assist patients of total joint replacements. Prior to founding ~~Think & Do Software,~~Entivity, Mr. Spenser served as Vice President for Texas Instruments’ Information Technology Group and as General Manager for Autodesk’s Mechanical Division. Mr. Spenser spent ten years on active duty as a naval aviator and twelve years in the Naval Reserves, retiring in 1993 with the rank of Captain. Mr. Spenser is a member of the Nominating and Governance Committee and the Audit Committee of the Board of Directors.

Christopher B. Strunk, 60, was elected a director in 2007. Prior to his retirement in 2004, Mr. Strunk served as Senior Vice President, North American Sales for Alcatel, from 2002 to 2004. He was Vice President Sales-Bell Atlantic/Verizon for Alcatel from 1998 to 2002. Prior to 1998, Mr. Strunk was Regional Vice President-Sales for DSC Communications Corporation. Mr. Strunk also had prior experience with Granger Associates, AT&T, Bell of Pennsylvania and Diamond State Telephone. Mr. Strunk is a member of the Compensation Committee and the Nominating and Governance Committee.

S. Thomas Thawley, ~~65,~~68, is a co-founder of the Company and has served as Secretary and a director of the Company since its inception in 1977. Mr. Thawley was elected Vice Chairman in May 2000 and is the Chairman of the Nominating and Governance Committee of the Board of Directors.

Committees and Meetings of the Board of Directors

The Board of Directors has established four committees, the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the New Employee and Retention Stock Award Committee. During ~~2005,~~2008, the Audit Committee was composed of Mr. Hug, Chairman, Mr. Myers, and Mr. Spenser. The Audit Committee met seven times during ~~2005.~~2008. The Audit Committee’s responsibilities are described in the Audit Committee Charter, ~~(included as an exhibit to~~which is available on the Company’s ~~proxy statement for the 2004 annual meeting)~~website atwww.interphase.com. During ~~2005,~~2008, the Compensation Committee was composed of Mr. ~~Ledford,~~Myers, Chairman, Mr. Hug, and Mr. ~~Myers.~~Strunk. The Compensation Committee met ~~two~~six times during ~~2005~~2008 and reviewed the executive compensation plan of the Company in light of industry practices and circumstances unique to the Company. The Compensation Committee has overall responsibility for our executive compensation policies as provided in a written charter adopted by the Board of Directors, which is available on the Company’s website atwww.interphase.com. During ~~2005,~~2008, the Nominating and Governance Committee was composed of Mr. Thawley, Chairman, Mr. Hug, Mr. ~~Ledford,~~Myers, Mr. ~~Myers~~Spenser, and Mr. ~~Spenser.~~Strunk. The Nominating and Governance Committee is responsible for considering and approving nominees for election as director, and the other responsibilities set forth in its ~~charter.~~charter, which is available on the Company’s website atwww.interphase.com. The Nominating and Governance Committee met ~~three~~four times during ~~2005.~~2008. In ~~2005,~~2008, the New Employee and Retention Stock Award Committee was composed of one member, Mr. Kalush. The New Employee and Retention Stock Award Committee has the authority to grant stock options and restricted stock under the 2004 Long-Term Stock Incentive Plan to newly hired employees of the Company and, for retention purposes, to existing employees of the Company.

The Board of Directors held ~~six~~eight meetings during the year ended December 31, ~~2005.~~2008. None of the directors attended fewer than 75% of the meetings of the Board of Directors and its committees on which such director served.

The Company encourages board members and nominees for director to attend the annual meeting of shareholders. All current board members attended the Company’s ~~2005~~2008 annual meeting of shareholders.

Compensation of Directors

~~Cash Compensation~~

The ~~Company compensates its~~following table sets forth the compensation amounts paid to our non-employee directors, who during ~~2005~~2008 were Mr. Hug, Mr. ~~Ledford, Mr.~~ Myers, Mr. Spenser, Mr. Strunk, and Mr. ~~Thawley, based upon an estimated number of meetings~~Thawley.


	Fees Earned or
	Paid in Cash		Stock Awards		Total
Name	($)		($)(1)		($)
Paul N. Hug		32,500		22,344		54,844

Michael J. Myers		30,500		22,344		52,844

Kenneth V. Spenser		25,200		22,344		47,544

Christopher B. Strunk		22,300		15,960		38,260

S. Thomas Thawley		23,000		22,344		45,344


(1)		In May 2008, all directors were granted a restricted stock award under the 2004 Long-Term Stock Incentive Plan. Mr. Hug, Mr. Myers, Mr. Spenser, and Mr. Thawley were each issued 5,834 shares of restricted stock. Mr. Strunk was granted 4,167 shares of restricted stock. All shares were granted at a price of $3.83 per share (fair market value on the date of grant) and will vest ratably over a three year period provided each remains a director of the Company until the respective vesting dates. There were no other awards granted to non-employee directors during 2008.

Each non-employee member of the ~~board and committees on which such director serves, plus~~Board of Directors received a quarterly cash retainer of $5,000 for his service. Each committee chairman, except the Audit Committee Chairman, received an annual ~~retainer. This amount is reasonably estimated to be approximately $27,000 per year, per director. Mr. Kalush does not receive cash compensation as a director.~~

~~Directors Stock Awards~~

~~In May 2005, each director was granted bonus stock awards (“restricted stock”) under~~retainer fee of $3,000. The Audit Committee Chairman received an annual retainer fee of $5,000. Each member of the ~~2004 Long-Term Stock Incentive Plan.~~Compensation Committee, including the chairman, received an annual retainer of $2,300. Each ~~director was issued 1,667 shares~~member of ~~restricted stock (an aggregate~~the Audit Committee, including the chairman, received an annual retainer of ~~10,002 shares). These shares have a price of $5.72 per share (fair market value~~$5,200. All directors are reimbursed for their reasonable out-of-pocket expenses in serving on the ~~date~~Board of ~~grant) and will fully vest in one year subject to~~Directors or any committee of the ~~achievement~~Board of ~~certain performance conditions.~~Directors.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors is currently composed of Mr. Hug, Chairman, Mr. Myers, and Mr. Spenser. The purpose of the Audit Committee is to assist the Board of Directors in carrying out its responsibility to oversee the Company’s internal controls and financial reporting process.

Audit Committee Charter

The Board of Directors has adopted and maintains a written charter for the Audit Committee. A copy of the Audit Committee Charter ~~was included as an exhibit to~~is available on the Company’s ~~proxy statement for the 2004 annual meeting.~~website atwww.interphase.com.

Audit Committee Member Independence

The Board of Directors has made the determination that all members of the Audit Committee are independent as defined in the applicable requirements of the Securities and Exchange Commission and the listing standards of the ~~Nasdaq National~~NASDAQ Global Market.

Financial Expert

The Board of Directors has determined that Mr. Hug meets the SEC criteria of an “audit committee financial expert.” Mr. Hug has been a certified public accountant engaged in public accounting practice as owner of Paul Hug & Co. CPAs since ~~1988,~~1980, and as such, has participated in dealing with accounting, auditing, internal control, and risk management issues.

Report of Audit Committee

March ~~17, 2006~~20, 2009

To the Board of Directors of Interphase Corporation:

We have reviewed and discussed with management the Company’s audited financial statements as of and for the year ended December 31, ~~2005.~~2008.

We have discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, ~~Communication~~“Communication with Audit Committees,” as amended, by the Auditing Standards Board of the American Institute of Certified Public Accountants.

We have received and reviewed the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees”, as amended, by the Independence Standards Board, and have discussed with the auditors the auditors’ independence.

Based on the reviews and discussions referred to above, we recommend to the Board of Directors that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2005.~~2008.


				THE AUDIT COMMITTEE

		Paul N. Hug, Chairman
		Kenneth V. Spenser
		Michael J. Myers

NOMINATING AND GOVERNANCE COMMITTEE

The members of the Nominating and Governance Committee are Mr. Thawley, Chairman, Mr. Hug, Mr. ~~Ledford,~~Myers, Mr. ~~Myers~~Spenser and Mr. ~~Spenser.~~Strunk. All members of the Committee meet the independence requirements of the ~~Nasdaq National~~NASDAQ Global Market.

The responsibilities of the Nominating and Governance Committee are to identify individuals qualified to serve as Directors of the Company consistent with criteria developed by the Nominating and Governance Committee and approved by the Board. The Nominating and Governance Committee shall recommend that the Board select the Director nominees for the next annual meeting of shareholders; develop and recommend to the Board corporate governance principles applicable to the Company; and oversee the evaluation of the Board and the Company by the Directors. The Company has adopted a Nominating and Governance Committee Charter, which is available on the Company’s website at ~~www.interphase.com.~~www.interphase.com.

The Nominating and Governance Committee proposes and the Board of Directors adopts guidelines for identifying and evaluating Director candidates. Under those guidelines, the Nominating and Governance Committee shall consider a number of factors when identifying potential nominees, including: applicable requirements of law and of the ~~Nasdaq National~~NASDAQ Global Market, independence from management, diversity, relevant business experience, good business judgment, specific expertise, strength of character, integrity and reputation, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal restraints, corporate governance background, financial and accounting

background and education, executive compensation background, and other factors deemed appropriate in adding value to the composition of the existing Board of Directors and its size and structure.

In all cases, Directors should have expertise that will be useful to the Company, and should possess the highest personal and professional integrity and ethics, and be willing and able to devote the required time to properly serve the Company.

The Nominating and Governance Committee may use a variety of means to identify potential nominees, including recommendations from the Chairman, other Directors or others associated with the Company or with the help of executive search firms (which receive a fee for their services).

The Nominating and Governance Committee will consider candidates for Director suggested by shareholders applying the criteria for candidates described above and considering the additional information set forth below.

Shareholders wishing to suggest a candidate for Director should write to our Secretary and include:

a. as to each person whom the shareholder proposes to nominate for election or re-election as a Director:

	i.		the name, age, business address and residence of such person,

	ii.		the principal occupation or employment of such person,

	iii.		the ~~class and~~ number of shares of the Company which are beneficially owned by such person,

	iv.		information about each of the factors to be considered by the Committee listed above,

	v.		a statement detailing any relationship between the candidate and any customer, supplier or competitor of the Company,

	vi.		detailed information about any relationship or understanding between the shareholder proposing the candidate or any other shareholder and the candidate,

	vii.		a statement from the candidate that the candidate is willing to be considered and will serve as a Director if nominated and elected, and

	viii.		any other information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors pursuant to Regulation 14A under the Securities Exchange Act of 1934 and any other applicable laws or rules or regulations of any governmental authority or of any national securities exchange or similar body overseeing any trading market on which shares of the Company are traded, and

b. as to the shareholder giving the notice:

	i.		the name and record address of the shareholder, and

ii.

the ~~class and~~ number of shares of the Company beneficially owned by the shareholder.

Any shareholder suggested candidates must be submitted no later than December ~~1, 2006~~14, 2009 to be considered for election at the ~~2007~~2010 annual meeting of shareholders.

EXECUTIVE OFFICERS

The current executive officers of the Company, their respective ages, positions held and tenure as officers are listed below:


				Executive					Executive
				Officers of					Officer of
				the Company					the Company
Name	Age		Position(s) Held with the Company	Since		Age		Position(s) Held with the Company	Since
Gregory B. Kalush		49	Chairman of the Board, Chief Executive Officer and President		1998		52	Chairman of the Board, Chief Executive Officer and President		1998

Thomas N. Tipton, Jr.		31	Chief Financial Officer, Vice President of Finance and Treasurer		2005		34	Chief Financial Officer, Assistant Secretary, Vice President of Finance and Treasurer		2005

Felix V. Diaz		55	Vice President of Engineering and Chief Technology Officer		2002

Randall E. McComas		56	Vice President of Global Sales and Customer Support		2002		59	Vice President of Global Sales and Customer Support		2002

Deborah A. Shute		43	Vice President of Human Resources and Administration		2002		46	Vice President of Human Resources and Administration		2002

James W. Gragg		54	Vice President of Operations and Fulfillment		2004		57	Vice President of Operations and Fulfillment		2004

Prasad R. Kallur		39	Vice President of Strategic Marketing		2005
Marc E. DeVinney							47	Vice President of Engineering		2007

Yoram Solomon							44	Vice President of Corporate Strategy and Business Development		2008

Gregory B. Kalushjoined the Company in February 1998, as Chief Financial Officer, Vice President of Finance and Treasurer. Mr. Kalush was appointed the Chief Executive Officer, President and Director of the Company in March 1999 and was elected Chairman of the Board in May 2000. Mr. Kalush is also the sole member of the New Employee and Retention Stock Award Committee of the Board of Directors. Prior to joining Interphase, Mr. Kalush was with DSC Communications Corporation from 1995 to 1998. While at DSC, he served as Vice President of Transmission Data Services, Vice President of Operations, International Access Products and Group Vice President of Finance, Transport Systems Group. Prior to DSC, Mr. Kalush was with IBM Corporation from 1978 to 1994. During that time his positions included Chief Financial Officer and Operations Executive for the Skill Dynamics Business Unit, Director of Finance, Planning and Administration for the Southwest Area, and Division Director of Finance and Operations for the Data Systems Division.

Thomas N. Tipton, Jr.joined the Company in January 2000, as Financial Planning and Analysis Manager. In December 2000, Mr. Tipton became Corporate Controller and Director of Finance, a position he held until December 2005. In August 2005, Mr. Tipton began serving as interim Chief Financial Officer, Vice President of Finance and Treasurer until December 2005 when Mr. Tipton was promoted to Chief Financial Officer, Vice President of Finance and Treasurer. Prior to joining Interphase, Mr. Tipton served in various positions in the Assurance and Business Advisory practice of Arthur Anderson LLP.

Summary Compensation Table

A summary compensation table has been provided below and includes individual compensation information on the Chief Executive Officer, Chief Financial Officer and our ~~seven~~three other most highly paid executive officers ~~other than~~at the ~~chief~~end of 2008, whom we refer to in this proxy statement as the named executive ~~officer (collectively, the “Named Executive Officers”) during 2005.~~officers.

Annual Compensation (1) Long-Term Compensation
Securities
Name Restricted Underlying
And Stock Options/ All Other
Principal Salary Bonus Award(s) SARs Compensation
Position Year ($) ($) ($)(2) (#) ($)(3)

Gregory B. Kalush 2005 $ 250,006 $ 189,900 $ 107,995 — $ 6,300
Chairman of the Board, 2004 $ 258,656 $ 26,650 $ — 55,000 $ 6,150
Chief Executive Officer and 2003 $ 247,000 $ 8,272 $ — 60,000 $ 6,000
President

Thomas N. Tipton, Jr. 2005 $ 123,648 $ 10,000 $ 56,581 — $ 3,381
Chief Financial Officer, 2004 $ 107,129 $ 3,000 $ — — $ 3,199
Treasurer and Vice President 2003 $ 87,788 $ — $ — 3,500 $ 2,608
of Finance

Felix V. Diaz 2005 $ 195,000 $ 56,950 $ 68,375 — $ 5,850
Vice President of Engineering 2004 $ 201,747 $ 8,000 $ — 30,000 $ 6,052
and Chief Technology Officer 2003 $ 195,000 $ 4,500 $ — 30,000 $ 5,850

Randall E. McComas 2005 $ 225,000 $ 94,900 $ 68,375 — $ 13,215
Vice President of Global Sales 2004 $ 232,785 $ 13,250 $ — 50,000 $ 12,811
and Customer Support 2003 $ 225,000 $ 6,313 $ — 50,000 $ 12,351

Deborah A. Shute 2005 $ 150,002 $ 38,000 $ 27,350 — $ 4,500
Vices President of Human 2004 $ 146,569 $ 5,400 $ — 15,000 $ 4,397
Resources and Administration 2003 $ 140,000 $ 4,022 $ — 15,000 $ 4,200

James W. Gragg 2005 $ 150,002 $ 19,050 $ 27,350 — $ 4,500
Vice President of Operations 2004 $ 134,823 $ 3,500 $ — 25,000 $ 4,045
and Fulfillment 2003 $ 116,923 $ 3,304 $ — 15,000 $ 3,508

Prasad R. Kallur 2005 $ 114,423 $ — $ 126,900 — $ 64,375
Vice President of Strategic 2004 $ — $ — $ — — $ —
Marketing 2003 $ — $ — $ — — $ —

Steven P. Kovac 2005 $ 133,846 $ 47,450 $ 38,290 — $ 4,385
Former Chief Financial Officer, 2004 $ 206,920 $ 6,700 $ — 20,000 $ 4,369
Treasurer and Vice President 2003 $ 200,000 $ 4,323 $ — 20,000 $ 4,038
of Finance


							Stock			All Other
Name and Principal							Awards			Compensation		Total
Position	Year		Salary ($)		Bonus ($)		($) (1)			($) (2)		($)
Gregory B. Kalush		2008		319,039		—		67,244	(3)		7,922		394,205
Chairman of the		2007		260,869		—		116,850	(4)		8,372		386,091
Board, Chief Executive		2006		250,000		204,600		85,050	(5)		8,220		547,870
Officer and President

Thomas N. Tipton Jr.		2008		183,654		—		26,940	(3)		5,510		216,104
Chief Financial		2007		150,000		—		34,710	(4)		4,500		189,210
Officer, Treasurer and		2006		150,000		40,700		146,500	(5)		4,500		341,700
Vice President of Finance

Randall E. McComas		2008		234,615		—		21,552	(3)		6,300		262,467
Vice President of		2007		225,000		—		28,925	(4)		6,750		260,675
Global Sales and		2006		225,000		102,300		—	(5)		6,596		333,896
Customer Support

Marc A. DeVinney		2008		174,818		—		21,552	(3)		—		196,370
Vice President of		2007		56,230		—		94,900			—		151,130
Engineering		2006		—		—		—			—		—

James W. Gragg		2008		174,039		—		21,552	(3)		5,221		200,812
Vice President of		2007		150,000		—		23,140	(4)		4,500		177,640
Operations and		2006		150,000		40,700		—	(5)		4,500		195,200
Fulfillment


~~(1)~~(1)		All stock awards were in the form of restricted stock awards. All restricted stock awards are valued at the fair market value on the date of grant. Unless otherwise stated, restricted stock awards vest over a four year period and do not have performance conditions tied to the award.

(2)		“All other compensation” consists of matching payments by the Company pursuant to its 401(k) plan for all named executive officers and with respect to Mr. Kalush an additional amount of $1,622 for premium paid on a life insurance policy. The table does not include the cost to the Company of benefits furnished to ~~certain~~named executive officers, including premiums for life and health insurance which benefits are also provided to employees.

(3)		Certain grants in January 2008, not included in the Summary Compensation Table, were performance based with a four year vesting period, and were cancelled in February 9, 2009 as the performance criteria was not satisfied. Mr. Kalush (15,000 shares or $134,700), Mr. Tipton (9,000 shares or $80,820), Mr. McComas (7,200 shares or $64,656), Mr. DeVinney (7,200 or $64,656) and Mr. Gragg (7,200 shares or $64,656) all had shares cancelled which had a grant date value of $8.98

per share. Included in the Summary Compensation Table, Mr. Kalush received an additional grant (5,834 shares or $22,344) for his service on the board consistent with other board members’ equity compensation which had a grant date value of $3.83 with a three year vesting period.

	(4)		Certain grants in February 2007, not included in the Summary Compensation Table, were performance based with a four year vesting period, and were cancelled on February 7, 2008 as the performance criteria was not satisfied. Mr. Kalush (10,000 shares or $115,700), Mr. Tipton (6,000 shares or $69,420), Mr. McComas (5,000 shares or $57,850), and Mr. Gragg (4,000 shares or $46,280) all had shares cancelled which had a grant date value of $11.57 per share.

	(5)		Certain grants in February 2006, not included in the Summary Compensation Table, were performance based with a four year vesting period, and were cancelled on February 8, 2007 as the performance criteria was not satisfied. Mr. Kalush (15,000 shares or $81,000), Mr. Tipton (9,000 shares or $48,600), Mr. McComas (7,500 shares or $40,500), and Mr. Gragg (6,000 shares or $32,400), all had shares cancelled which had a grant date value of $5.40 per share. Mr. Kalush received an additional grant of performance based restricted stock in February 2006, included in the Summary Compensation Table, of 10,000 shares at $5.40 where the performance criteria was achieved and therefore the restricted stock vested in February 2007. Included in the Summary Compensation Table, Mr. Kalush received an additional grant (5,000 shares or $31,050) for his service on the board consistent with other board members’ equity compensation which had a grant date value of $6.21 with a three year vesting period.

2008 Grants of Plan-Based Awards Table

The following table sets forth information on grants of plan-based awards in 2008 to the named executive officers.


										Closing		Grant Date
		Estimated Future Payouts Under								Price on		Fair
		Equity Incentive Plan Awards								Grant		Value of Stock
	Grant	Threshold		Target		Maximum		All Other		Date		and Option
Name	Date	(#)		(#)		(#)		Stock Awards		($ / Sh)		Awards ($)
Gregory B. Kalush	1/10/08		—		—		—		5,000		8.98		44,900
	1/10/08 (1)		5,700		15,000		15,000		—		8.98		134,700
	5/7/08 (2)		—		—		—		5,834		3.83		22,344

Thomas N. Tipton Jr.	1/10/08		—		—		—		3,000		8.98		26,940
	1/10/08 (1)		3,420		9,000		9,000		—		8.98		80,820

Randall E. McComas	1/10/08		—		—		—		2,400		8.98		21,552
	1/10/08 (1)		2,736		7,200		7,200		—		8.98		64,656

Marc A. DeVinney	1/10/08		—		—		—		2,400		8.98		21,552
	1/10/08 (1)		2,736		7,200		7,200		—		8.98		64,656

James W. Gragg	1/10/08		—		—		—		2,400		8.98		21,552
	1/10/08 (1)		2,736		7,200		7,200		—		8.98		64,656

1620


(1)		~~With~~Restricted stock awards are valued at the ~~exception~~fair market value on the date of ~~Mr. Kallur none of~~grant. This grant was conditional based on performance criteria in 2008; if the ~~other Named Executive Officers received other compensation~~criteria was achieved there would be a resulting four year vesting period. The performance criteria was not achieved and therefore the grant was cancelled in ~~excess of the lesser of $50,000 or 10% of such officers’ salary and bonus compensation. With respect to Mr. Kallur, he received $62,558 in relocation expenses in 2005.~~February 2009.

(2)		Restricted stock awards are valued at the fair market value ~~(as defined in Interphase’s 2004 Long-Term Stock Incentive Plan)~~ on the date of grant. Holders of such restricted stock awards have the right to vote the shares and to receive cash dividends, if any. Mr. Kovac’s shares of restricted stock were forfeited upon his separation from the Company.

~~(3)~~		~~“All Other Compensation” consists of matching and discretionary (as defined) payments by the Company pursuant to its 401(k) plan for all executive officers and with respect~~This grant was related to Mr. ~~McComas, an additional amount of $7,200 per~~Kalush’s service on the board and is consistent with other board members’ equity compensation. This grant has a three year ~~as a car allowance and Mr. Kallur, an additional amount of $62,558 for relocation expenses.~~vesting period.

~~Aggregated Option/SAR Exercises in Last Fiscal Year~~
Narrative to Summary Compensation Table and ~~Fiscal Year End Option/SAR Values~~2008 Grants of Plan-Based Awards Table

~~The following table discloses incentive stock option exercises~~See Compensation Discussion and Analysis as well as the Employment Agreement Summaries for a complete description of compensation elements pursuant to which the ~~Named Executive Officers during~~amounts listed under the ~~fiscal year ended December 31, 2005. In addition,~~Summary Compensation Table and 2008 Grants of Plan-Based Awards Table were paid or awarded and the ~~number and value~~criteria for such payment, including targets for payment of ~~unexercised options/SARs that~~annual incentives, as well as performance criteria on which such payments were ~~outstanding at December 31, 2005 are summarized in the table.~~

Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Shares Options/SARs Options/SARs
Acquired Value at fiscal Year End at fiscal Year End
On Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
Name (#) ($) (#) ($)

Gregory B. Kalush — $ — 567,500 / — $ — / $ —

Thomas N. Tipton, Jr. — $ — 18,500 / — $ 1,400 / $ —

Felix V. Diaz — $ — 270,000 / — $ 14,000 / $ —

Randall E. McComas — $ — 191,540 / — $ — / $ —

Deborah A. Shute — $ — 145,000 / — $ — / $ —

James W. Gragg — $ — 75,000 / — $ 2,800 / $ —

Steven P. Kovac — $ — 230,001 / — $ — / $ —
based.

1721

~~Stock Performance Graph~~Outstanding Equity Awards at Year-End Table

The following ~~chart compares the cumulative total shareholder return on Common Stock during the years ended~~table sets forth information as of December 31, ~~2005, 2004, 2003, 2002 and 2001 with~~2008 regarding outstanding equity-based awards, including the cumulative total return on the NASDAQ market index and a peer group index. The peer group consists of companies in the same four-digit SIC code (3577). The Company relied upon information provided by another firmpotential dollar amounts realizable with respect to the peer group stock performance. The Company did not attempt to validate the information supplied to it other than review it for reasonableness. The comparison assumes $100 was invested on December 31, 2000 in the Common Stock and in each ~~of the foregoing indices and assumes reinvestment of dividends.~~award.

Cumulative Return
12/00 12/01 12/02 12/03 12/04 12/05

Interphase Corporation 100 62 40 147 95 50
Peer Group (SIC Code 3577) 100 99 74 124 138 106
NASDAQ 100 79 56 83 91 93


	Option Awards						Stock Awards
												Equity Incentive
												Plan Awards:		Equity Incentive
									Market			Number of		Plan Awards:
	Number of						Number of		Value of			Unearned		Market or Payout Value
	Securities						Shares or		Shares or			Shares, Units		of Unearned
	Underlying						Units of		Units of			or Other		Shares, Units or Other
	Unexercised		Option				Stock That		Stock That			Rights That		Rights That
	Options		Exercise		Option		Have Not		Have Not			Have Not		Have Not
	(#)		Price		Expiration		Vested		Vested			Vested		Vested
Name	Exercisable		($)		Date		(#)		($)			(#)		($)
Gregory B. Kalush		—		—				5,000		8,250	(1)		—		—
		—		—				—		—			15,000		24,750	(1) (2)
		—		—				5,834		9,626	(1)		—		—
		—		—				3,333		5,499	(1)		—		—
		—		—				3,750		6,188	(1)		—		—
		—		—				1,666		2,749	(1)		—		—
		—		—				7,200		11,880	(1)		—		—
		5,000		8.50		5/5/2014		—		—			—		—
		50,000		11.45		3/16/2014		—		—			—		—
		50,000		5.88		6/5/2013		—		—			—		—
		10,000		5.61		5/7/2013		—		—			—		—
		10,000		4.60		5/1/2012		—		—			—		—
		50,000		4.83		1/16/2012		—		—			—		—
		10,000		7.53		5/2/2011		—		—			—		—
		62,500		8.00		3/2/2001		—		—			—		—
		100,000		13.88		5/30/2010		—		—			—		—
		10,000		17.81		5/3/2010		—		—			—		—
		50,000		23.00		10/20/2009		—		—			—		—
		100,000		7.31		3/12/2009		—		—			—		—

Thomas N. Tipton Jr.		—		—				3,000		4,950	(1)		—		—
		—		—				—		—			9,000		14,850	(1) (2)
		—		—				2,250		3,713	(1)		—		—
		—		—				7,000		11,550	(1)		—		—
		—		—				4,000		6,600	(1)		—		—
		—		—				920		1,518	(1)		—		—
		3,500		5.88		6/5/2013		—		—			—		—
		4,000		4.12		7/26/2011		—		—			—		—
		7,000		9.16		12/7/2010		—		—			—		—
		3,000		17.50		1/25/2010		—		—			—		—

Randall E. McComas		—		—				2,400		3,960	(1)		—		—
		—		—				—		—			7,200		11,880	(1) (2)
		—		—				1,875		3,094	(1)		—		—
		—		—				5,000		8,250	(1)		—		—
		50,000		11.45		3/16/2014		—		—			—		—
		50,000		5.88		6/5/2013		—		—			—		—
		91,540		5.05		2/15/2012		—		—			—		—

Marc A. DeVinney		—		—				2,400		3,960	(1)		—		—
		—		—				—		—			7,200		11,880	(1) (2)
								7,500		12,375	(1)		—		—

James W. Gragg		—		—				2,400		3,960	(1)		—		—
		—		—				—		—			7,200		11,880	(1) (2)
		—		—				1,500		2,475	(1)		—		—
		—		—				2,000		3,300	(1)		—		—
		10,000		7.20		11/1/2014		—		—			—		—
		15,000		11.45		3/16/2014		—		—			—		—
		15,000		5.88		6/5/2013		—		—			—		—
		10,000		4.12		7/26/2011		—		—			—		—
		20,000		7.94		12/28/2010		—		—			—		—
		3,000		13.75		4/17/2010		—		—			—		—
		2,000		17.25		10/29/2009		—		—			—		—

1822


(1)		Restricted stock awards were valued at the fair market value of the Company common stock price on December 31, 2008 ($1.65).

(2)		This grant was conditional based on performance criteria in 2008; if the criteria was achieved there would be a resulting four year vesting period. The performance criteria was not achieved and therefore the grant was cancelled in February 2009.

Option Exercises and Stock Vesting Table

The following table sets forth the dollar amounts realized pursuant to the vesting or exercise of equity-based awards during the latest fiscal year.


	Stock Awards
	Number of Shares		Value Realized
	Acquired on Vesting		on Vesting
Name	(#)		($)
Gregory B. Kalush		9,984		41,715

Thomas N. Tipton Jr.		6,440		19,736

Randall E. McComas		4,375		18,881

Marc A. DeVinney		2,500		8,625

James W. Gragg		2,000		9,510

Pension Benefits and Non-Qualified Defined Contribution Plans

None of our named executive officers participate in or have account balances in qualified or non-qualified defined benefit plans or non-qualified defined contribution plans sponsored by us. The Compensation Committee, which is comprised solely of “outside directors” as defined for purposes of Section 162(m) of the Code, may elect to adopt qualified or non-qualified defined benefit or non-qualified contribution plans if the Compensation Committee determines that doing so is in our best interests.

Summary of Termination and Change in Control Arrangements

The following summaries set forth potential payments payable to our named executive officers upon termination of employment or a change in control of the Company under their current employment agreements, certain current stock option agreements and/or restricted stock agreements, and our other compensation programs. The descriptions set forth below are summaries of the terms of the respective employment agreement or stock agreement and are qualified by reference to the provisions of such agreements.

Gregory B. Kalush.Mr. Kalush’s employment agreement provides for the following termination and severance arrangements:

•

Resignation by the Executive:If Mr. Kalush resigns or elects not to renew his employment agreement, he is entitled to exercise vested stock options for a period of 90 days following his resignation as an employee of the Company. For vested stock options granted for his service as a director of the Company, Mr. Kalush is entitled to exercise vested stock options for a period of ten years from the grant date of such options in a manner consistent with other directors.

•

Termination due to Non-Renewal of Employment Agreement or Termination for other than Overt Misconduct. The Company, or Mr. Kalush, can terminate the employment relationship by electing not to renew the employment agreement and giving the other party at least thirty (30) days written notice prior to the expiration of the then current term. If Mr. Kalush elects not to renew his employment agreement, it is treated as a resignation and handled as stated above under “Resignation by the Executive”. If the Company elects not to renew Mr. Kalush’s employment agreement, or terminates Mr. Kalush for other than overt misconduct (or death or disability), then Mr. Kalush will be entitled exclusively to the following termination payments and benefits:

	1.		Severance Payments. Subject to Mr. Kalush’s execution of a general release of claims and covenant not to sue, Mr. Kalush shall receive severance payments in the amount of three (3) years’ base salary, payable in bi-weekly installments at the current base salary rate at the time. Severance payments will be reduced by any compensation Mr. Kalush receives from other employment during the three (3) year severance period. In addition, if Mr. Kalush is eligible for severance payments and has executed a general release of claims, and provided Mr. Kalush is eligible for COBRA coverage, the Company will pay the premium cost for COBRA coverage for Mr. Kalush and his eligible beneficiaries for the 18-month period following termination of employment.

	2.		Incentive Stock Option Conversion to Non-Qualified Stock Options with Extended Exercise Period. The exercise period of Mr. Kalush’s vested stock options that are outstanding on the date of his termination of employment (or date of non-renewal of his employment agreement) and specifically excluding any stock options granted to Mr. Kalush as a director shall be extended for a period equal to the shorter of (A) three (3) years or (B) the earlier of the latest date upon which the stock option could have expired by its original terms under any circumstances or the 10^th anniversary of the original grant date of the stock option; provided that for each of Mr. Kalush’s vested stock options, if on the date of termination of employment, the exercise price of the vested stock option is greater than the fair market value of the underlying stock determined on the same date, Mr. Kalush’s vested stock option shall be cancelled (in lieu of the extension of exercise period described above) and the Company will grant to Mr. Kalush a new nonqualified stock option under substantially similar terms and conditions as the cancelled option and with respect to the same number of vested shares at the same exercise price but exercisable for a term of three (3) years.

•

Termination due to Disability.In the event Mr. Kalush’s employment is terminated due to disability, Mr. Kalush will be entitled to the following:

Severance Payments. Subject to Mr. Kalush’s execution of a general release and covenant not to sue, Mr. Kalush will be paid severance payments in the amount of two (2) years’ base salary, payable in bi-weekly installments over a thirty-six (36) month period at the current base salary rate at the time of Mr. Kalush’s termination due to disability. In addition, if Mr. Kalush is eligible for severance payments and has executed a general release of claims, and provided Mr. Kalush is eligible for COBRA coverage, the Company will pay the premium cost for COBRA coverage for

			Mr. Kalush and his eligible beneficiaries for the 18-month period following termination of employment.

	2.		Bonus Payment. Subject to Mr. Kalush’s execution of a general release and covenant not to sue, Mr. Kalush will receive payment of two (2) years of his annual bonus based on the Company’s Executive Bonus Plan payable in bi-weekly installments over a thirty-six (36) month period following Mr. Kalush’s termination due to disability. The bonus payment will be based on the greater of the prior fiscal year’s Executive Bonus Plan Payment or 100% of Mr. Kalush’s bonus target for the year in which his employment terminates due to disability.

	3.		Extended Exercise Period for Non-Qualified Stock Options and Conversion of Incentive Stock Options to Non-Qualified Stock Options. The exercise period of Mr. Kalush’s vested stock options that are outstanding on the date of his termination of employment (or date of non-renewal of his employment agreement) and specifically excluding any stock options granted to Mr. Kalush as a director shall be extended for a period equal to the shorter of (A) three (3) years or (B) the earlier of the latest date upon which the stock option could have expired by its original terms under any circumstances or the 10^th anniversary of the original grant date of the stock option; provided that for each of Mr. Kalush’s vested stock options, if on the date of termination of employment, the exercise price of the vested stock option is greater than the fair market value of the underlying stock determined on the same date, Mr. Kalush’s vested stock option shall be cancelled (in lieu of the extension of exercise period described above) and the Company will grant to Mr. Kalush a new nonqualified stock option under substantially similar terms and conditions as the cancelled option and with respect to the same number of vested shares at the same exercise price but exercisable for a term of three (3) years.

•

Termination due to Death.In the event Mr. Kalush’s employment is terminated due to death, Mr. Kalush’s estate will be entitled to the following:

	1.		Extended Exercise Period for Non-Qualified Stock Options and Conversion of Incentive Stock Options to Non-Qualified Stock Options. The exercise period of Mr. Kalush’s vested stock options that are outstanding on the date of his death and specifically excluding any stock options granted to Mr. Kalush as a director shall be extended for a period equal to the shorter of (A) three (3) years or (B) the earlier of the latest date upon which the stock option could have expired by its original terms under any circumstances or the 10^th anniversary of the original grant date of the stock option; provided that for each of Mr. Kalush’s vested stock options, if on the date of death, the exercise price of the vested stock option is greater than the fair market value of the underlying stock determined on the same date, Mr. Kalush’s vested stock option shall be cancelled (in lieu of the extension of exercise period described above) and the Company will grant to Mr. Kalush’s estate a new nonqualified stock option under substantially similar terms and conditions as the cancelled option and with respect to the same number of vested shares at the same exercise price but exercisable for a term of three (3) years.

	2.		Life Insurance Policy. If Mr. Kalush dies then Mr. Kalush’s estate will be entitled to a $1.0 million death benefit payable to Mr. Kalush’s designated beneficiary under a life insurance policy with company-paid premiums.

If Mr. Kalush’s employment is terminated for any reason by the Company other than overt misconduct, he would be entitled to the following:

	•		Outplacement Services. Mr. Kalush will be entitled to reimbursement for any reasonable outplacement consulting fees and expenses up to a maximum of 15% of his then current base salary.

	•		Gross Up Payment. If Mr. Kalush incurs the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended on “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code as the result of the receipt of any payments under his agreement, then Mr. Kalush is entitled to receive a gross up payment such that the net amount retained by Mr. Kalush, after deduction of (i) any such excise tax upon any payments under his agreement and (ii) any federal, state and local income and employment taxes (together with penalties and interest) and excise tax upon the payments provided in his agreement shall be equal to the amount of payments that Mr. Kalush is entitled to receive under his agreement.

If a tender offer or change in control occurs, Mr. Kalush is entitled to receive the following:

•

Acquisition of Shares by One Investor or Group. If during the term of Mr. Kalush’s agreement one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of the common stock of the Company possessing 30% or more of the total voting power of the stock of the Company and such acquisition constitutes a “change in the effective control of a corporation” for purposes of Section 409A of the Internal Revenue Code, then Mr. Kalush shall not be entitled to receive any severance or other pay provided for above, but Mr. Kalush shall instead receive:

	1.		A lump sum payment in the amount of two (2) years’ base salary at the current base salary amount payable within thirty (30) days of the acquisition, and,

	2.		A lump sum payment payable within thirty (30) days equal to two (2) years’ of Mr. Kalush’s annual bonus based on the Company’s Executive Bonus Plan. The bonus amount will be the greater of the prior fiscal year’s executive bonus payment or 100% of Mr. Kalush’s bonus target for the year in which the acquisition occurs, and,

	3.		The vesting of all of Mr. Kalush’s outstanding stock options shall be accelerated on the date of the acquisition and the exercise period of Mr. Kalush’s vested stock options that are outstanding on the date of the acquisition and were granted to him as a result of his employment agreement and specifically excluding any stock options granted to Mr. Kalush as a director shall be extended for a period equal to the shorter of (A) three (3) years or (B) the earlier of the latest date upon which the stock option could have expired by its original terms under any circumstances or the 10^th anniversary of the original grant date of the stock option; provided that for each of Mr. Kalush’s vested stock options, if on the date of acquisition, the exercise price of the vested stock option is greater than the fair market value of the underlying stock determined on the same date, Mr. Kalush’s vested stock option shall be cancelled (in lieu of the extension of exercise period described above) and the Company will grant to Mr. Kalush a new nonqualified stock option under substantially similar terms and

			conditions as the cancelled option and with respect to the same number of vested shares at the same exercise price but exercisable for a term of three (3) years.

	4.		If at any time during the term of one of Mr. Kalush’s Restricted Stock Agreements an acquisition occurs whereby one investor accumulates 20% or more of the outstanding common stock, then, effective on the date of such acquisition, all of Mr. Kalush’s unvested shares of restricted stock will be released from the forfeiture restrictions and fully vested.

•

Tender or Exchange Offer.

	1.		If any person or entity makes a tender offer or exchange offer for the common stock of the Company whereby such person or entity would own more than 20% of the outstanding Common Stock of the Company (referred to as the “Tender Offer”), then immediately upon making the Tender Offer, all of Mr. Kalush’s unvested shares of restricted stock will be released from the forfeiture restrictions and fully vested.

	2.		The unvested shares that are accelerated and released are referred to as “Accelerated Shares”. Any Accelerated Shares are subject to the following restrictions:

	1.		the Accelerated Shares shall be tendered to the tender offeror pursuant to the Tender Offer;

	2.		if the Tender Offer is not completed, then Mr. Kalush will transfer the Accelerated Shares back to the Company, the acceleration of the Accelerated Shares will be rescinded, Mr. Kalush will be placed in the same position with respect to the Accelerated Shares as he would have been had the Tender Offer never been made and the acceleration had never occurred; and

	3.		any assignee or transferee of the Accelerated Shares by will or by law of descent and distribution or otherwise will be subject to the restrictions described in the agreement.

Thomas N. Tipton, Jr., Randall E. McComas, Marc E. DeVinney, and James W. Gragg.These executives’ employment agreements provide for the following termination and severance arrangements:

•

Termination Without Cause or Non-renewal. In the event the Company elects not to renew the executive’s agreement and has provided thirty (30) days written notice of its intention not to renew his agreement, or if the executive is terminated during a term of his agreement without cause, he shall receive (a) the balance of base salary due under his agreement for the balance of its term, and thereafter, (b) subject to the executive’s execution of a general release of claims and covenant not to sue, severance pay equal to six (6) months’ of base salary at the time of termination, payable in bi-weekly installments, subject to reduction by any compensation the executive receives from other employment during the severance period. In addition, provided the executive is eligible for severance payments and has executed a release of claims, and provided the executive is eligible for COBRA coverage, the Company will pay the individual premium cost for COBRA coverage for the executive for the period during which he/she is receiving remaining term payments and severance payments.

Thomas N. Tipton, Jr.Certain of Mr. Tipton’s Restricted Stock Agreements provide that if one investor accumulates 20% or more of the outstanding Common Stock of the Company, then, effective as of the date of such accumulation by that investor, all of Mr. Tipton’s unvested shares of restricted stock will be released from the forfeiture restrictions and fully vested.

Randall E. McComas, Marc E. DeVinney, and James W. Gragg.These executive’s Restricted Stock Agreements provide thatif (i) one investor accumulates 20% or more of the outstanding Common Stock of the Company and, if, within 12 months thereafter, the executive’s employment with the Company is terminated either by the Company for reasons other than cause or by the executive for Good Reason, or (ii) one investor other than a reporting company under the Exchange Act accumulates 50% or more of the outstanding Common Stock, then effective as of the date of such accumulation by that investor, all of the executive’s unvested shares of restricted stock will be released from the forfeiture restrictions and fully vested.

For each of these above named executive officers, if their employment with us terminates for any reason other than termination with cause then they will be entitled to receive the above severance and change in control benefits as described specifically for the executive in accordance with the terms and conditions of their individual employment agreements and with our established plans, policies and arrangements, and such other compensation or benefits from us as may be required by law (for example, COBRA coverage).

Potential Payments Upon Termination or Change in Control

The following table sets forth potential payments payable to our named executive officers upon termination of employment or a change in control. Our Compensation Committee may at its discretion revise, amend or add to these benefits if it deems advisable, to the extent permitted pursuant to such officers’ employment agreements. The table below reflects amounts payable to our named executive officers assuming a change in control and/or their employment was terminated on December 31, 2008:


		Termination
		Without Cause		Termination		Disability		Death		Change in
Name	Benefit	or for Non-Renewal ($)		for Cause ($)		($)		($)		Control ($)
Gregory B. Kalush (1)	Salary		975,000		—		650,000		—		650,000
Chairman of the Board, Chief	Bonus		—		—		400,000		—		400,000
Executive Officer and President	Outplacement services		48,750		—		48,750		—		48,750
	Insurance Policy (2)		—		—		—		—		—
	Cobra Coverage		28,587		—		—		—		—
	Extended Exercise Period
	for Stock Options		60,487		—		60,487		60,487		60,487
	Stock Vest Acceleration		—		—		—		—		68,942

	Total Value		1,112,824		—		1,159,237		60,487		1,228,179

Thomas N. Tipton Jr.	Salary		92,500		—		—		—		—
Chief Financial Officer, Treasurer	Stock Vest Acceleration		—		—		—		—		43,181

and Vice President of Finance	Total Value		92,500		—		—		—		43,181

Randall E. McComas	Salary		117,500		—		—		—		—
Vice President of Global Sales and	Stock Vest Acceleration		—		—		—		—		27,184

Customer Support	Total Value		117,500		—		—		—		27,184

Marc A. DeVinney	Salary		87,500		—		—		—		—
Vice President of Engineering	Stock Vest Acceleration		—		—		—		—		28,215

	Total Value		87,500		—		—		—		28,215

James W. Gragg	Salary		87,500		—		—		—		—
Vice President of Operations and	Stock Vest Acceleration		—		—		—		—		21,615

Fulfillment	Total Value		87,500		—		—		—		21,615


(1)		Mr. Kalush will be entitled to a gross up payment if he incurs any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended on “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code as a result of the receipt of any payments under his agreement. He is entitled to receive a gross up payment such that the net amount retained by Mr. Kalush is equal to the amount of payments that Mr. Kalush is entitled to receive under his employment agreement.

(2)		Mr. Kalush’s estate is entitled to a one-time $1,000,000 death benefit payable by the insurance provider under an insurance policy paid for by the Company.

Report of the Compensation Committee

March 20, 2009

To the Board of Directors of Interphase Corporation:

We have reviewed and discussed with management the Company’s Compensation Discussion and Analysis.

Based on this review and these discussions, we recommend to the Board of Directors that the Compensation Discussion and Analysis be included in Interphase’s annual report on Form 10-K and proxy statement on Schedule 14A.


		THE COMPENSATION COMMITTEE

				Michael J. Myers, Chairman
				Paul N. Hug
				Christopher B. Strunk

Compensation Committee Interlocks and Insider Participation

During ~~2005,~~2008, the Compensation Committee was composed of Mr. ~~Ledford,~~Myers, Chairman, Mr. Hug and Mr. ~~Myers.~~Strunk. None of the Company’s executive officers served during the year ended December 31, ~~2005~~2008 as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity, whose executive officers served on our Board of Directors or Compensation Committee.

CERTAIN RELATED TRANSACTIONS

During ~~2005,~~2008, the Company ~~did~~was not ~~have~~a party to any ~~related party transactions.~~transactions that would require disclosure pursuant to Item 404 of Regulation S-K.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than ten percent of the Common Stock to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission and furnish the Company with a copy. Based solely on the Company’s review of the copies of such forms it has received, the Company believes that all of its officers, directors, and greater than ten percent shareholders complied with all filing requirements applicable to them during the reporting period ended December 31, 2005 except for Mr. Tipton who made one late filing disclosing one transaction, Mr. Hug who made one late filing disclosing three transactions and Mr. Kovac, our former CFO, who made one late filing disclosing one event.2008.

RELATIONSHIP WITH INDEPENDENT PUBLIC AUDITORS

Grant Thornton LLP (“Grant Thornton”) served as the independent auditors of the Company for the years ended December 31, ~~2005~~2008 and ~~2004.~~2007. The Company’s Audit Committee pre-approves all services performed by the Company’s principal auditor. A representative of Grant Thornton is expected to be present at the annual meeting and will have the opportunity to make a statement and will be available to answer appropriate shareholder questions. At its ~~May 2006~~April 2009 meeting, the Audit Committee of the Board of Directors will conduct its review of the independent auditors’ performance, independence, qualifications and quality controls and will make its formal decision as to the retention of the independent public auditors to

audit the Company’s financial statements for the year ending December 31, ~~2006,~~2009, which is expected to be Grant Thornton.

In September 2004, the Audit Committee of the Board of Directors authorized (1) the engagement of Grant Thornton as the independent auditors for the Company for the calendar year 2004 and (2) the dismissal of Interphase’s existing independent auditors, PricewaterhouseCoopers LLP (“PwC”).

During the subsequent interim period through September 7, 2004, the date of the dismissal of PwC, (1) there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference in connection with its report to the subject matter of the disagreement and (2) PwC has not advised the Company of any reportable events as defined in paragraphs (A) through (D) of Regulation S-K Item 304 (a)(1)(v).

The accountant’s report of PwC on the consolidated financial statements of the Company and its subsidiaries as of and for the year ended December 31, 2003 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal year ended December 31, 2003, and the subsequent interim period through September 7, 2004, Grant Thornton has not been consulted by the Company, or by anyone on the Company’s behalf, regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company.

Audit Fees

During ~~2005~~2008 and ~~2004,~~2007, the Company retained its principal auditor, Grant Thornton, to provide services in the following categories and amounts:


					2008		2007
	2005		2004
Audit Fees	$	133,875	$	121,420	$	169,600	$	174,004
Tax Fees						29,902		76,934
Audit-Related Fees		4,750		1,200		—		2,500
Tax Fees		—		—
All Other Fees		—		—		—		—

Total	$	138,625	$	122,620	$	199,502	$	253,438

The Grant Thornton Audit Fees for the year ended December 31, ~~2005~~2008 and ~~2004~~2007 were for professional services rendered for the audit of the consolidated financial statements of the Company, including quarterly reviews.

The Grant Thornton ~~Audit-Related~~Tax Fees for the year ended December 31, ~~2005~~2008 were for the preparation of the Company’s 2007 tax returns. The Grant Thornton Tax Fees for the year ended December 31, 2007 were for the preparation of the Company’s 2006 tax returns and consultations regarding ~~acceleration of stock options~~the Company’s sales and ~~issuance of restricted stock and for professional services rendered in connection with an SEC comment letter and Company’s response.~~use tax practices.

The Grant Thornton Audit-Related Fees for the year ended December 31, ~~2004~~2007 were for consultations regarding internal control reporting requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

During 2005, PwC provided services for the reissuance of the 2003 audit report. During 2004, PwC provided services for the Company from January 1, 2004 through September 7, 2004 in the following categories and amounts:

2005 2004
Audit Fees $ 7,000 $ 40,350
Audit-Related Fees — 1,450
Tax Fees — —
All Other Fees — 7,500

Total $ 7,000 $ 49,300

~~The PwC Audit Fees for the year ended December 31, 2005 was for the reissuance of the 2003 audit report.~~

~~The PwC Audit Fees for the year ended December 31, 2004 were for professional services rendered for quarterly reviews.~~


		~~OMB APPROVAL~~

		~~OMB Number:~~		~~3235-0059~~
		~~Expires:~~		~~February 28, 2006~~
		~~Estimated average burden~~ ~~hours per response~~		~~12.75~~


	oPreliminary Proxy Statement
o	o	Confidential, for Use of the Commission Only (as permitted by Rule ~~14a-6(e)~~14a-6(e)(2))
þ	þ	Definitive Proxy Statement
o	o	Definitive Additional Materials
o	o	Soliciting Material Pursuant to §240.14a-12


	What the Pay Element
Pay Element	Rewards	Purpose of the Pay Element

Base Salary	• Core competence in the executive role relative to skills, experience and contributions to the Company	• To provide fixed compensation based on competitive market practice • To attract and retain executives over time

Annual Cash Incentives	• Contributions toward the Company’s achievement of specified revenue, net income/profitability metrics, and business plan priorities	• To provide annual performance-based cash incentive compensation • To provide focus on meeting annual goals that lead to our long-term success • To motivate achievement of critical annual performance metrics


	What the Pay Element
Pay Element	Rewards	Purpose of the Pay Element

Long-Term Incentives	Restricted Stock: • Continued employment with the Company during a specified vesting period Performance-based Restricted Stock: • Achievement by executives of key performance metrics for Company success • Continued employment with the Company during a specified vesting period	• To attract and retain the best people for the Company • To provide stock ownership to executives • To increase the executives’ interest in the Company’s welfare • To promote the success of the Company’s business • To align executives’ and shareholder interests

Change in Control and Termination Benefits	• Focused effort by our executives in the event of a rumored or actual fundamental corporate change	• To retain executives and provide continuity of management in the event of an actual or rumored change in control • To facilitate the Company’s ability to attract executives as the Company competes for talented employees; this protection is commonly offered

Retirement Benefits, Additional Benefits and Perquisites	• Tenure by executives • Assurance that benefits package is competitive to industry standards	• To facilitate the Company’s ability to attract executives as the Company competes for talented employees

	•		President and Chief Executive Officer’s recommendation;

		~~THE COMPENSATION COMMITTEE~~
•		Relevant and validated external market data on executive compensation;

	•		Management role and contribution to the management team;
~~Randall D. Ledford, Chairman~~
	•		Job responsibilities and past performance;
~~Paul N. Hug~~
	•		Future anticipated contributions;

	~~Michael J. Myers~~•		Corporate performance; and

	•		Existing vested and unvested equity holdings.

o
	~~Filed by the Registrant~~ þ
	~~Filed by a Party other than the Registrant~~ o

	~~Check the appropriate box:~~

þ
	þNo fee required.
o	o	Fee computed on table below per Exchange Act Rules 14a-6(i)~~(4)~~(1) and 0-11.


	1) (1)		Title of each class of securities to which transaction applies:



	2)

	(2)		Aggregate number of securities to which transaction applies:



	3)

	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



~~SEC 1913 (11-01)~~	~~Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.~~

	•		Attract, motivate, and retain a team of talented leadership who help ensure our future success;

	•		Align executives’ interests with the interests of shareholders;

	•		Reward success as a management team in supporting overall business objectives and in obtaining key financial metrics in a lean and flexible environment;

	•		Provide a balance between short-term goals and long-term priorities to achieve immediate objectives while also focusing on increasing shareholder value over the long term; and

	•		Provide incentives that will stimulate executive behavior such as high performance, integrity, teamwork, and loyalty to achieve defined plan priorities, financial goals, and strategic objectives intended to provide shareholders with a superior rate of return.

	•		Enabling a high-performance organization;

	•		Competitiveness in the marketplace in which we compete for talent;

	•		Optimization of the cost to us and value to our executives;

	•		Global consistency with business-driven flexibility; and

	•		Conscientious and thoughtful decision-making and execution delivery.

	•		Overall business performance and executive engagement;

	•		Ability to attract and retain key executive talent;

	•		Costs and business risks that seek to optimize return within acceptable levels of risk; and



	4)

	(4)		Proposed maximum aggregate value of transaction:

	(1)		Amount Previously Paid:


	~~1) Amount Previously Paid:~~


	2) (2)		Form, Schedule or Registration Statement No.:



	3)

	(3)		Filing Party:


			Annual Compensation (1)				Long-Term Compensation
									Securities
Name							Restricted		Underlying
And							Stock		Options/		All Other
Principal			Salary		Bonus		Award(s)		SARs		Compensation
Position	Year		($)		($)		($)(2)		(#)		($)(3)

Gregory B. Kalush		2005	$	250,006	$	189,900	$	107,995		—	$	6,300
Chairman of the Board,		2004	$	258,656	$	26,650	$	—		55,000	$	6,150
Chief Executive Officer and		2003	$	247,000	$	8,272	$	—		60,000	$	6,000
President

Thomas N. Tipton, Jr.		2005	$	123,648	$	10,000	$	56,581		—	$	3,381
Chief Financial Officer,		2004	$	107,129	$	3,000	$	—		—	$	3,199
Treasurer and Vice President		2003	$	87,788	$	—	$	—		3,500	$	2,608
of Finance

Felix V. Diaz		2005	$	195,000	$	56,950	$	68,375		—	$	5,850
Vice President of Engineering		2004	$	201,747	$	8,000	$	—		30,000	$	6,052
and Chief Technology Officer		2003	$	195,000	$	4,500	$	—		30,000	$	5,850

Randall E. McComas		2005	$	225,000	$	94,900	$	68,375		—	$	13,215
Vice President of Global Sales		2004	$	232,785	$	13,250	$	—		50,000	$	12,811
and Customer Support		2003	$	225,000	$	6,313	$	—		50,000	$	12,351

Deborah A. Shute		2005	$	150,002	$	38,000	$	27,350		—	$	4,500
Vices President of Human		2004	$	146,569	$	5,400	$	—		15,000	$	4,397
Resources and Administration		2003	$	140,000	$	4,022	$	—		15,000	$	4,200

James W. Gragg		2005	$	150,002	$	19,050	$	27,350		—	$	4,500
Vice President of Operations		2004	$	134,823	$	3,500	$	—		25,000	$	4,045
and Fulfillment		2003	$	116,923	$	3,304	$	—		15,000	$	3,508

Prasad R. Kallur		2005	$	114,423	$	—	$	126,900		—	$	64,375
Vice President of Strategic		2004	$	—	$	—	$	—		—	$	—
Marketing		2003	$	—	$	—	$	—		—	$	—

Steven P. Kovac		2005	$	133,846	$	47,450	$	38,290		—	$	4,385
Former Chief Financial Officer,		2004	$	206,920	$	6,700	$	—		20,000	$	4,369
Treasurer and Vice President		2003	$	200,000	$	4,323	$	—		20,000	$	4,038
of Finance


					Number of Securities					Value of Unexercised
					Underlying Unexercised					In-The-Money
	Shares				Options/SARs					Options/SARs
	Acquired		Value		at fiscal Year End					at fiscal Year End
	On Exercise		Realized		Exercisable/Unexercisable					Exercisable/Unexercisable
Name	(#)		($)				(#)					($)

Gregory B. Kalush		—	$	—		567,500		/	—	$	—		/	$	—

Thomas N. Tipton, Jr.		—	$	—		18,500		/	—	$	1,400		/	$	—

Felix V. Diaz		—	$	—		270,000		/	—	$	14,000		/	$	—

Randall E. McComas		—	$	—		191,540		/	—	$	—		/	$	—

Deborah A. Shute		—	$	—		145,000		/	—	$	—		/	$	—

James W. Gragg		—	$	—		75,000		/	—	$	2,800		/	$	—

Steven P. Kovac		—	$	—		230,001		/	—	$	—		/	$	—


			Cumulative Return
	12/00		12/01		12/02		12/03		12/04		12/05

Interphase Corporation		100		62		40		147		95		50
Peer Group (SIC Code 3577)		100		99		74		124		138		106
NASDAQ		100		79		56		83		91		93


Using ablack ink pen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.		~~S. THOMAS THAWLEY~~x


A	Proposals — The Board of Directors recommends a voteFOR the listed nominees andFOR Proposal 2.


	For	~~Withhold~~		~~For~~	~~Withhold~~
~~01 - Paul N. Hug~~	o	o	~~04 - Michael J. Myers~~	o	o
~~02 - Gregory B. Kalush~~	o	o	~~05 - Kenneth V. Spenser~~	o	o
~~03 - Randall D. Ledford~~	o	o	~~06 - S. Thomas Thawley~~	o	o


		~~For~~	Against	Abstain
2.	In the discretion of the Proxies, on any other ~~matters~~ matter that may properly come before the meeting or any adjournment thereof.	o	o	o




C		Authorized Signatures ~~- Sign Here -~~— This section must be completed for your ~~instructions~~vote to be ~~executed.~~counted. — Date and Sign Below


Date (mm/dd/yyyy) — Please print date below.	Signature 1 — Please keep signature within the box.	Signature 2 — Please keep signature within the box.
/ /


~~Signature 1 - Please keep signature within the box~~<STOCK#> 010UBA	~~Signature 2 - Please keep signature within the box~~	~~Date (mm/dd/yyyy)~~

		~~/ /~~


Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.		x


	•For	~~Follow~~Against	Abstain
2. In the ~~simple instructions provided by~~discretion of the ~~recorded message.~~Proxies, on any other matter that may properly come before the meeting or any adjournment thereof.	o	o	o


B		Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

		•
Date (mm/dd/yyyy) — Please print date below.	~~Enter~~Signature 1 — Please keep signature within the ~~information requested on your computer screen and follow~~box.	Signature 2 — Please keep signature within the ~~simple instructions.~~box.
/ /