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

Section 409A Amendments

During 2008, the Compensation Committee of the Board of Directors of NovaMed, Inc. (the "Company") initiated a review of the Company's employment agreements to ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A").

As a result of the foregoing review, on December 19, 2008 the Company amended and restated the employment agreements with Thomas S. Hall, the Company's President, Chief Executive Officer and Chairman of the Board of Directors, and Scott T. Macomber, Executive Vice President and Chief Financial Officer of the Company.

The Compensation Committee determined to take these actions in order to comply with Section 409A. Each agreement was modified to reflect the provisions of
Section 409A, including imposing a six-month delay on distributions upon "separation from service" unless permitted exceptions apply.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits Exhibit Number Title 10.1 Amended and Restated Employment Agreement dated December 19, 2008 with Thomas S. Hall Amended and Restated Employment Agreement dated December 19, 2008 with Scott T. 10.2 Macomber

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