Summary of NOVAMED INC - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

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

In December 2008, the Board of Directors of NovaMed, Inc. (the "Company") promoted Graham B. Cherrington to Executive Vice President Operations. Recently, the Compensation Committee of the Board of Directors of the Company reviewed the severance arrangements with its senior executives. In doing so, the Compensation Committee approved modifications to Mr. Cherrington's severance arrangements to conform to the severance arrangements of the Company's other Executive Vice President, Scott T. Macomber. After giving effect to these modifications, if the Company were to terminate Mr. Cherrington without cause, Mr. Cherrington would receive severance compensation in a fixed amount equal to this then-current base salary for a period of 14 months, health benefits for such period, and his pro rata cash incentive compensation. Mr. Cherrington's severance will increase to 15 months in March 2010 based on additional service time. If Mr. Cherrington's employment is terminated following a change in control of the Company, by Mr. Cherrington for good reason or by the Company without cause, he would receive an amount equal to 150% of the sum of his annual base salary and targeted incentive bonus plus health benefits for 18 months. If Mr. Cherrington terminates his employment after the one-year anniversary of a change in control, he would receive an amount equal to 75% of the sum of his annual base salary and targeted incentive bonus plus health benefits for 9 months.

In addition, the Compensation Committee also approved modifications to the severance arrangements with Thomas S. Hall, the Company's President, Chief Executive Officer and Chairman of the Board. Prior to giving effect to this modification, if the Company were to terminate Mr. Hall without cause, he would receive severance compensation in a fixed amount equal to his then-current base salary and pro rata cash incentive compensation for twelve months, plus health benefits for this period. The Compensation Committee increased Mr. Hall's severance period from twelve months to eighteen months. There were no changes to Mr. Hall's severance period in the event of a termination of employment following a change in control.

The Compensation Committee also approved conforming amendments to the employment agreements of Messrs. Hall, Cherrington and Macomber to modify their severance arrangements to reflect the increase in the target award percentages payable to each of them that was approved by the Compensation Committee in February 2009. At its February 18, 2009 meeting, the Compensation Committee increased Mr. Hall's target award percentage from 50% to 75%, and increased Messrs. Macomber and Cherrington's target award percentages from 35% to 50%. These targeted incentive bonus awards are relevant for each executive's severance calculation in the event of a termination of employment following a change in control of the Company by the executive for good reason or by the Company without cause.

As a result of the foregoing, on July 31, 2009 the Company entered into amended and restated employment agreements with Messrs. Hall, Macomber and Cherrington. The foregoing descriptions of the amended and restated employment agreements are qualified in their entirety by reference to the employment agreements filed as Exhibits 10.5, 10.8 and 10.25 hereto, which are hereby incorporated by reference herein.