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

On December 12, 2008, the Compensation Committee of the Board of Directors of Nobel Learning Communities, Inc. (the "Company") adopted a policy (the "Policy") for the sole purpose of clarifying how the Company will administer and implement certain agreements between the Company and its executives to comply with Section 409A of the Internal Revenue Code ("Section 409A"). The Policy applies to certain enumerated agreements previously entered into between the Company and individual executives. Each of the agreements covered by the Policy was not individually amended to address Section 409A, but the Policy provides that if there is any conflict between the terms of the Policy and the terms of an enumerated agreement, the Policy will control.

The foregoing is qualified in its entirety by reference to the Policy, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.