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

In connection with the promotion of Jeffrey Barnes from the position of Senior Vice President of Sales of iCAD, Inc. (the "Company") to the position of Executive Vice President of Commercial Operations of the Company, on October 13, 2009, the Company's Board of Directors, upon the recommendation and approval of the Compensation Committee of the Board, approved the following: (i) two cash bonuses of $50,000, with the first $50,000 to be paid to Mr. Barnes on October 15, 2009 and the second $50,000 cash bonus to be paid to Mr. Barnes on April 15, 2010, provided, however, that if Mr. Barnes' employment with the Company is terminated prior to the date that is six months after the payment of the first cash bonus or the second cash bonus, as the case may be (other than a termination by the Company without cause or due to Mr. Barnes' death or disability), he will be required to repay to the Company the first cash bonus or the second cash bonus, as the case may be; and (ii) an award under the Company's 2007 Stock Incentive Plan of 100,000 shares of the Company's common stock which will vest in three equal annual installments with the first installment vesting on October 11, 2010.