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

On May 20, 2009, the stockholders of NovaMed, Inc. (the "Company") approved amendments to the Company's Amended and Restated 2005 Stock Incentive Plan (the "2005 Plan") at the Company's Annual Meeting of Stockholders. The amendments to the 2005 Plan increase the number of shares of common stock reserved for issuance under the 2005 Plan by 1,000,000 shares, from the current 1,400,000 shares to a total of 2,400,000 shares. The foregoing description of the amendments is qualified in its entirety by the text of the Second Amended and Restated 2005 Stock Incentive Plan, which is filed as Exhibit 10.17 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Title

10.17 Second Amended and Restated 2005 Stock Incentive Plan

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