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

At the June 23, 2009 annual meeting of stockholders the stockholders of iCAD, Inc. (the "Company"), approved an amendment to the Company's 2007 Stock Incentive Plan (the "2007 Plan"), which increased the number of shares of the Company's common stock authorized for issuance under the 2007 Plan by 3,000,000 shares (from 2,250,000 shares to 5,250,000 shares).