On February 29, 2008, Optio Software Inc. (the “Company”) entered into an Amended and Restated Employment Agreement (the “Agreement”) with the Company’s President and Chief Executive Officer, C. Wayne Cape, in order to comply with applicable requirements of Section 409A of the Internal Revenue Code of 1986 (“Section 409A”).  The Agreement contains substantially similar terms as Mr. Cape’s prior employment agreement with the Company entered into and effective August 1, 2003 which was filed as Exhibit 10.1 to the Company’s Form 10-Q filed on September 15, 2003.

Mr. Cape’s base salary under the Agreement of $306,860 per year is a result of applying the Consumer Price Index annually to his base salary, as provided in the 2003 agreement.  The other provisions in the Agreement, including those relating to annual bonus, termination, separation payments and benefits after a change of control and restrictive covenants, are substantively similar to the provisions of Mr. Cape’s 2003 agreement.

New provisions relating to Section 409A provide, among other things, that to the extent that Section 409A would otherwise impose an additional income tax on payments made within six months following separation from service, payments otherwise required under the Agreement will be delayed.  Upon the expiration of any applicable six-month delay period, the delayed payment would be made in a lump sum.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.