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

On March 4, 2009 the stockholders of MedCath Corporation ("MedCath") approved the amendment to the MedCath Corporation Outside Directors' Stock Option Plan (the "Plan") to allow grants of restricted stock and restricted stock units ("RSU") under the Plan. In conjunction with the approval of the amendment to the Plan, MedCath granted 13,700 RSUs to each of MedCath's non-employee directors.