Exhibit
10.15  RESTRICTED STOCK AWARD AGREEMENT  THIS
RESTRICTED STOCK AWARD AGREEMENT(Agreement),
dated as of 
(Grant Date), is entered into between
NovaMed, Inc., a Delaware corporation (the Company),
and 
(Participant), an employee of NovaMed Management Services, LLC, a
Delaware limited liability company (Employer),
a wholly owned subsidiary of the Company.  RECITALS:  WHEREAS,the Company has adopted the NovaMed, Inc.
2005 Stock Incentive Plan(the Plan); and  WHEREAS,pursuant to the Plan the Company desires
to grant to the Participant shares of its Common Stock, $0.01 par value per
share (Shares), subject to certain
restrictions set forth in this Agreement, effective as of the Grant Date;  WHEREAS, the Committee has duly made all
determinations necessary or appropriate to the grants hereunder.  NOW,
THEREFORE,in
consideration of the premises and the mutual covenants set forth in this
Agreement and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:  1.Definitions. 
Any capitalized term used in this Agreement that is not defined in this
Agreement will have the same meaning as that given to it in the Plan.  2.Grant of Restricted Stock.  (a)Subject to the terms and conditions of
the Plan, and the additional terms and conditions set forth in this Agreement,
the Company hereby grants to Participant, as a matter of separate agreement and
not in lieu of salary or any other compensation for services, 
()
Shares (the Restricted Stock).  (b)Except
as provided in Section 2(c), until the
Participant incurs a Termination of Employment, (i) one-eighth (1/8) of
the Restricted Stock will vest on the six month anniversary of the Grant Dateand (ii) an additional three-forty-eighths (3/48ths)
of the Restricted Stock will vest on each subsequent three month anniversary of
the Grant Date, until fully vested.  Upon
the Participants Termination of Employment for any reason, all unvested shares
of Restricted Stock shall be cancelled and forfeited except as provided in Section 2(c).  (c)Notwithstanding Section 2(b),
all of the Restricted Stock shall become vested immediately upon a Change in
Control if the Participant is employed by the Company at the time of such
Change in Control.  1


3.Certificates. 
Shares of Restricted Stock awarded under Section 2 will be
evidenced by one or more certificates bearing a legend referring to the terms,
conditions and restrictions applicable to such Restricted Stock.  The Company will retain physical possession
of such certificates, and Participant shall be required upon demand to execute
and deliver one or more stock powers to the Company, endorsed in blank,
relating to such shares or Restricted Stock for so long as such shares remain
unvested and subject to a risk of forfeiture. 
Neither unvested shares of Restricted Stock, nor the right to vote such
shares and receive dividends thereon, may be sold, assigned, transferred,
exchanged, pledged, hypothecated or otherwise encumbered; provided, however,
that Participant may grant to another person a revocable proxy to vote unvested
shares of Restricted Stock at a Company stockholder meeting.  4.Rights.  Participant
will have full voting rights with respect to shares of Restricted Stock issued
hereunder.  Participant will be entitled
to receive dividends on shares of Restricted Stock if and when dividends are
payable on Shares to shareholders of record after the Grant Date; provided, however, that any
dividends with respect to unvested shares of Restricted Stock will be subject
to forfeiture and held by the Company in escrow or constructive trust for the
Participant.  Any such dividends held in
escrow or constructive trust (i) will be forfeited immediately if the
shares of unvested Restricted Stock to which they are attributable are
forfeited and (ii) will cease to be subject to forfeiture when the shares
of Restricted Stock to which they are attributable become vested and be paid to
the Participant, subject to withholding, within ten days after the applicable
vesting date.  Dividends held by the
Company in escrow or constructive trust for the Participant may be commingled
with the general assets of the Company until paid.  5.Delivery and Withholding. 
Subject to satisfaction of any tax withholding obligation as described
below, shares of Restricted Stock that are no longer subject to forfeiture will
be transferred and delivered to Participant as soon as practicable after the
date on which they vest in accordance with Section 2(b).  Upon the vesting of shares of Restricted
Stock, the prohibition against the sale or transfer of such shares will be
lifted and such shares may be treated as any other Shares, subject to any
restrictions on transfer that may be applicable under federal securities
laws.  In the absence of an effective
election under Section 83(b) of the Code, the payment to Participant
and transfer of such shares of Restricted Stock upon vesting will be subject to
withholding by the Company of amounts sufficient to cover withholding
obligations applicable to such payment and transfer.  In the event that any required tax
withholding upon the settlement of such Restricted Stock exceeds Participants
regular compensation available to satisfy such withholding, Participant agrees
to remit to the Company, as a condition of settlement of the Restricted Stock,
such additional amounts as are necessary to satisfy such required
withholding.  Any withholding obligation
may be settled either in cash or with Shares, including by withholding Shares
that are otherwise deliverable hereunder upon vesting of Restricted Stock.  6.Plan. 
Participant hereby acknowledges receipt of a copy of the Plan.  Notwithstanding any other provision of this
Agreement, the Restricted Stock is granted pursuant to the Plan, as in effect
on the date of the Agreement, and is subject to the terms and conditions of the
Plan, as the same may be amended from time to time; provided, however, that
except as otherwise provided by the Plan no amendment to either the Plan or
this Agreement will deprive the Participant, without the Participants consent,
of any shares of Restricted Stock or of Participants  2


rights under this
Agreement.  The interpretation and
construction by the Committee of the Plan, this Agreement, the Restricted
Stock, and such rules and regulations as may be adopted by the Committee
for the purpose of administering the Plan, will be final and binding upon the
Participant.  7.No Employment Rights. 
No provision of this Agreement or of the Restricted Stock will give
Participant any right to continue in the employ of the Company or any of its Affiliates, create
any inference as to the length of employment of the Participant, affect the
right of the Company or its Affiliates to terminate the employment of the
Participant, with or without Cause, or give Participant any right to
participate in any employee welfare or benefit plan or other program (other
than the Plan) of the Company or any of its Affiliates.  8.Changes in Companys
Capital or Organizational Structure.  The existence
of the Restricted Stock shall not affect in any way the right or authority of
the Company or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Companys capital
structure or its business, or any merger or consolidation of the Company, or
any issue of preferred Shares ahead of or affecting the Shares or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other act or
proceeding, whether of a similar character or otherwise.  9.Delays. 
In accordance with the terms of the Plan, the Company shall have the
right to suspend or delay any time period prescribed in this Agreement or in
the Plan for any action if the Committee shall determine that the action may
constitute a violation of any law or result in any liability under any law to
the Company, an Affiliate or a shareholder in the Company until such time as
the action required or permitted will not constitute a violation of law or
result in liability to the Company, an Affiliate or a shareholder of the
Company.  10.Governing Law; Construction. 
This Agreement and the Restricted Stock will be governed by, and
construed and enforced in accordance with, the laws of the State of Illinois
without regard to conflicts of law principles. 
Common nouns and pronouns shall be deemed to refer to the masculine,
feminine, neuter, singular and plural, as the context requires.  11.Entire Agreement. 
This Agreement, together with the Plan and any other agreements
incorporated herein by reference, constitutes the entire obligation of the
parties with respect to the subject matter of this Agreement and supersedes any
prior written or oral expressions of intent or understanding with respect to
such subject matter.  12.Amendment.  Any amendment
to this Agreement must be in writing and signed by the Company.  13.Waiver; Cumulative Rights. 
The failure or delay of either party to require performance by the other
party of any provision of this Agreement will not affect its right to require
performance of such provision unless and until such performance has been waived
in writing.  Each right under this
Agreement is cumulative and may be exercised in part or in whole from time to
time.  3


14.Counterparts.  This
Agreement may be signed in two counterparts, each of which will be an original,
but both of which will constitute one and the same instrument.  15.Notices.  Any notices
required or permitted under this Agreement must be in writing and may be
delivered personally or by mail, postage prepaid, addressed to (a) the
Company at 980 North Michigan Avenue, Suite 1620, Chicago, Illinois  60611, 
Attention: General Counsel and (b) the Participant at the
Participants address as shown on the Companys payroll records, or to such
other address as the Participant, by notice to the Company, may designate in
writing from time to time.  16.Headings.  The headings
in this Agreement are for reference purposes only and will not affect the
meaning or interpretation of this Agreement.  17.Severability.  If any
provision of this Agreement is for any reason held to be invalid or
unenforceable, such invalidity or unenforceability will not affect any other
provision of this Agreement, and this Agreement will be construed as if such
invalid or unenforceable provision were omitted.  18.No Strict Construction. 
The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rule of
strict construction will be applied against any party.  19.Remedies.  Each of the
parties to this Agreement will be entitled to enforce its rights under this
Agreement specifically, to recover damages by reason of any breach of any
provision of this Agreement, and to exercise all other rights existing in its
favor.  The Participant agrees and
acknowledges that money damages will not be an adequate remedy for any breach
of the provisions of this Agreement and that the Company will be entitled to
specific performance and injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.  20.Successors and Assigns. 
This Agreement will inure to the benefit of and be binding upon each
successor and assign of the Company.  All
obligations imposed upon the Participant or a representative, and all rights
granted to the Company under this Agreement, will be binding upon the
Participants or the representatives heirs, legal representatives and
successors.  21.Tax Consequences.The
Participant agrees to determine and be responsible for all tax consequences to
the Participant with respect to the Restricted Stock.  22.Restrictive Covenants.
By signing this Agreement, Participant agrees, and the Company agrees, to be
bound by the terms of the various covenants (the Restrictive Covenants)
contained in Annex A hereto. 
Nothing contained in this Agreement shall limit the Companys or
Employers right to protect its legitimate business interests, including, but
not limited to, its trade secrets or confidential information, or to enforce
any agreements with its employees, former employees or third parties,
including, without limitation any employment agreement between Employer and
Participant.  In addition, nothing
contained herein shall be construed as prohibiting the Company or Employer from
pursuing any other remedies available to it for a breach or  4


threatened
breach of any of the Restrictive Covenants, including the recovery of any
damages which it is able to prove.  * * * *  5


IN WITNESS WHEREOF,the Company and the Participant have executed this
Agreement as of the date first written above.  COMPANY:NOVAMED, INC.By:Its:PARTICIPANT:[name]  6


Annex A  RESTRICTIVE
COVENANTS  1.Participants
Acknowledgment.  Participant acknowledges that:  (a)The
Company is engaged in the business of:  (i) owning,
operating and/or managing ambulatory surgery centers and other outpatient
surgical facilities, optical dispensaries, wholesale optical laboratories, an
optical supplies and equipment purchasing organization, and a marketing
services and products company that provides marketing services and products to
eye care providers as well as marketing and lead-tracking software, websites,
call center services and other marketing services to health care providers and
manufacturers; and (ii) providing comprehensive services to eye care
providers and businesses ancillary thereto, including, without limitation,
providing financial, administrative, information technology, marketing and
managed care services and ophthalmic surgical equipment to ophthalmic and
optometric providers (collectively, the Business);  (b)the
Company is and will be engaged in the Business during the Participants
employment with the Company and thereafter;  (c)Participant
is one of a limited number of persons who will be developing the Business;  (d)Participant
will occupy a position of trust and confidence with the Company after the date
of this Agreement, and during such period and Participants employment,
Participant will become familiar with the Companys trade secrets and with
other proprietary and confidential information concerning the Company and the
Business;  (e)the
agreements and covenants contained in this Annex Aare
essential to protect the Company and the goodwill of the Business and are a
condition precedent to the Company entering into this Agreement;  (f)Participants
employment with the Company has special, unique and extraordinary value to the
Company and the Company would be irreparably damaged if Participant were to
provide services to any person or entity in violation of the provisions of this
Agreement;  (g)Participant
has means to support himself or herself and his or her dependents other than by
engaging in the Business, or a business similar to the Business, and the
provisions of this Annex Awill
not impair such ability; and  (h)for
purposes of this Annex A, the term Company shall
include the Company, the Employer and any of their respective subsidiaries and
affiliates.  2.Non-Compete.  Participant hereby agrees that for a period
commencing on the date hereof and ending on the date of termination of his or
her employment with the Company (the Termination Date),
and thereafter, through the later of (a) the
period ending on the first anniversary of the Termination Date or (b) as
applicable, the period ending at the conclusion of  7


the Severance Period as defined in the Participants employment agreement
(collectively, theRestrictive
Period), Participant shall not, directly or indirectly, as
employee, agent, consultant, stockholder, director, co-partner or in any other
individual or representative capacity, own, operate, manage, control, engage
in, invest in or participate in any manner in, act as a consultant or advisor
to, render services for (alone or in association with any person, firm,
corporation or entity), or otherwise assist any person or entity (other than
the Company) that engages in or owns, invests in, operates, manages or controls
any venture or enterprise that directly or indirectly engages or proposes to
engage in any element of the Business anywhere within a 100-mile radius of the
Chicago metropolitan area or within a 100-mile radius of any area (or in the
event such area is a major city, the metropolitan area relating to such city)
in which the Company on the Termination Date engages in any element of the
Business (the Territory); provided, however,
that nothing contained herein shall be construed to prevent Participant from
investing in the stock of any competing corporation listed on a national
securities exchange or traded in the over-the-counter market, but only if
Participant is not involved in the business of said corporation and if
Participant and his or her associates (as such term is defined in Regulation 14(A) promulgated
under the Securities Exchange Act of 1934, as in effect on the date hereof),
collectively, do not own more than an aggregate of 3% of the stock of such
corporation.  With respect to the
Territory, Participant specifically acknowledges that the Company intends to
expand the Business into and throughout the United States.  3.Interference
with Relationships.  Without limiting the generality of the
provisions of Section 2hereof, Participant
hereby agrees that, during the Restrictive Period, Participant will not,
directly or indirectly, solicit or encourage, or participate as employee,
agent, consultant, stockholder, director, partner or in any other individual or
representative capacity, in any business which solicits or encourages (a) any
person, firm, corporation or other entity which has executed, or proposes to
execute, a management services agreement or other services agreement with the
Company at any time during the term of this Agreement, or from any successor in
interest to any such person, firm, corporation or other entity, for the purpose
of securing business or contracts related to any element of the Business, or (b) any
present or future customer or patient of the Company or any of its affiliated
practices or facilities to terminate or otherwise alter his, her or its
relationship with the Company or such affiliated practice or facility;
provided, however, that nothing contained herein shall be construed to prohibit
or restrict Participant from soliciting business from any such parties on
behalf of the Company in performance of his or her duties as an employee of the
Company, and, as applicable, duties required under and as specifically
contemplated by Section 1.2of his or her
employment agreement with the Company. 
In addition, at all times from and after the Termination Date, Participant
shall not contact or communicate in any manner with any of the Companys
suppliers or vendors, or any other third party providing services to the
Company, regarding the Company or any Company-related matter (which suppliers,
vendors or third party service providers will include, without limitation, any
third party with whom the Company was, during the term of Participants
employment with the Company, contemplating engaging, or negotiating with, for
the future provision of products or services).  4.Nonsolicitation.  Other than in the performance of his or her
duties hereunder, during the Restrictive Period, Participant shall not,
directly or indirectly, as employee, agent, consultant, stockholder, director,
co-partner or in any other individual or representative capacity, employ or  8


engage, recruit or
solicit for employment or engagement, any person who is or becomes employed or
engaged by the Company or any of its affiliated practices during the Restrictive
Period, or otherwise seek to influence or alter any such persons relationship
with the Company.  5.Confidential
Information.  Other than in the performance of his or her
duties hereunder, during the Restrictive Period and thereafter, Participant shall
keep secret and retain in strictest confidence, and shall not, without the
prior written consent of the Company, furnish, make available or disclose to
any third party or use for the benefit of himself or herself or any third
party, any Confidential Information.  As
used in this Agreement, Confidential Information
shall mean any information relating to the business or affairs of the Company
or the Business, including but not limited to any technical or non-technical
data, formulae, compilations, programs, devices, methods, techniques, designs,
processes, procedures, improvements, models, manuals, financial data,
acquisition strategies and information, information relating to operating
procedures and marketing strategies, and any other proprietary information used
by the Company in connection with the Business, irrespective of its form;
provided, however, that Confidential Information shall not include any
information which is in the public domain or becomes known in the industry
through no wrongful act on the part of Participant.  Participant acknowledges that the
Confidential Information is vital, sensitive, confidential and proprietary to
the Company.  6.Inventions
and Discoveries.  (a) Participant
understands and agrees that all inventions, discoveries, ideas, improvements,
whether patentable, copyrightable or not, pertaining to the Business of the
Company or relating to the Companys actual or demonstrably anticipated
research, development or inventions (collectively, Inventions
and Discoveries) that result from any work performed by Participant
solely or jointly with others for the Company which Participant, solely or
jointly with others, conceives, develops, or reduces to practice during the
course of Participants employment with the Company, are the sole and exclusive
property of the Company.  Participant
will promptly disclose all such matters to the Company and will assist the
Company in obtaining legal protection for Inventions and Discoveries.  Participant hereby agrees on behalf of himself
or herself, his or her executors, legal representatives and assignees that
Participant will assign, transfer and convey to the Company, its successors and
assigns the Inventions and Discoveries.  (b) THE
COMPANY AND PARTICIPANT ACKNOWLEDGE AND AGREE THAT SECTION 6(a)SHALL
NOT APPLY TO AN INVENTION OF PARTICIPANT FOR WHICH NO EQUIPMENT, SUPPLIES,
FACILITY OR TRADE SECRET INFORMATION OF THE COMPANY WAS USED AND WHICH WAS
DEVELOPED ENTIRELY ON PARTICIPANTS OWN TIME, UNLESS (A) THE INVENTION
RELATED (I) TO THE BUSINESS OF THE COMPANY OR (II) TO THE COMPANYS
ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, OR (B) THE
INVENTION RESULTS FROM ANY WORK PERFORMED BY PARTICIPANT FOR THE COMPANY.  PARTICIPANT AND THE COMPANY FURTHER
ACKNOWLEDGE AND AGREE THAT SECTION 6(a)SHALL
NOT APPLY TO ANY INVENTIONS OR WORK PRODUCT DEVELOPED OR VESTED BY PARTICIPANT
PRIOR TO THE EFFECTIVE DATE.  9


(c) PARTICIPANT
ACKNOWLEDGES THAT PARTICIPANT HAS READ THIS SECTION 6AND FULLY UNDERSTANDS THE LIMITATIONS WHICH IT IMPOSES UPON HIM OR
HER AND HAS RECEIVED A DUPLICATE COPY OF THIS AGREEMENT FOR HIS OR HER RECORDS.  7.Blue-Pencil.  If any court of competent jurisdiction shall
at any time deem the term of this Agreement or any particular Restrictive
Covenant (as defined) too lengthy or the Territory too extensive, the other
provisions of this Annex Ashall
nevertheless stand, the Restrictive Period herein shall be deemed to be the
longest period permissible by law under the circumstances and the Territory
herein shall be deemed to comprise the largest territory permissible by law
under the circumstances.  The court in
each case shall reduce the time period and/or Territory to permissible duration
or size.  8.Remedies.  Participant acknowledges and agrees that the
covenants set forth in this Annex A(collectively,
the Restrictive Covenants) are reasonable
and necessary for the protection of the Companys business interests, that
irreparable injury will result to the Company if Participant breaches any of
the terms of said Restrictive Covenants, and that in the event of Participants
actual or threatened breach of any such Restrictive Covenants, the Company will
have no adequate remedy at law. 
Participant accordingly agrees that in the event of any actual or
threatened breach by him or her of any of the Restrictive Covenants, the
Company shall be entitled to immediate temporary injunctive and other equitable
relief, without bond and without the necessity of showing actual monetary
damages, subject to hearing as soon thereafter as possible.  Nothing contained herein shall be construed
as prohibiting the Company from pursuing any other remedies available to it for
such breach or threatened breach, including the recovery of any damages which
it is able to prove.  9.Covenant
Not to Disparage.  During the Restrictive Period and thereafter,
Participant shall not disparage, denigrate or derogate in any way, directly or
indirectly, any of the Company, its agents, officers, directors, employees,
parent, subsidiaries, affiliates, affiliated practices, affiliated doctors,
representatives, attorneys, executors, administrators, successors and assigns
(collectively, the Protected Parties),
nor shall Participant disparage, denigrate or derogate in any way, directly or
indirectly, his or her experience with any Protected Party, or any actions or
decisions made by any Protected Party.  *   *   *  
*   *  10