##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the fiscal year ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission
File No. 0-51149
 EMAGEON INC.
  Delaware
    
    63-1240138(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)1200 Corporate Drive, Suite 200
Birmingham, Alabama
    
    35242(Address of principal executive offices)
    
    (Zip Code)
 (205) 980-9222
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.001 Par Value Per Share
    
    NASDAQ Global Market
  
  o þ
  o þ
  þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IIITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-KSIGNATURESEXHIBIT INDEXEX-31.1 SECTION 302, CERTIFICATION OF THE CEOEX-31.2 SECTION 302, CERTIFICATION OF THE CFO    Table of Contents  EXPLANATORY NOTE
   
 
 PART II
 
 ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Our Directors
  Name
    
    Age
    
    Director Since
    
    Positions With EmageonDirectors Whose Terms Expire in
2008Arthur P. Beattie (1)
    
    53
    
    2004
    
    DirectorFred C. Goad, Jr. (2)
    
    67
    
    2004
    
    DirectorCharles A. Jett, Jr.
    
    48
    
    2000
    
    Chairman of the Board, Chief Executive Officer, and PresidentDirectors Whose Terms Expire in
2009Roddy J.H. Clark (3)
    
    61
    
    2000
    
    DirectorDouglas D. French (4)
    
    54
    
    2006
    
    DirectorJohn W. Thompson (4)
    
    64
    
    2003
    
    DirectorDirectors Whose Terms Expire in
2010Mylle H. Mangum (5)
    
    59
    
    2004
    
    DirectorHugh H. Williamson, III (6)
    
    65
    
    2000
    
    Director
 
 (1)
    
    Chairman, Audit Committee.(2)
    
    Member, Governance Committee.




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##### Table of Contents



(3)
    
    Member, Governance Committee and Compensation Committee.(4)
    
    Member, Audit Committee.(5)
    
    Chairman, Governance Committee and Member, Compensation Committee.(6)
    
    Lead Independent Director and Chairman, Compensation Committee.  Arthur P. Beattie
 Fred C. Goad, Jr.
 Charles A. Jett, Jr.
 Roddy J.H. Clark
 Douglas D. French
 John W. Thompson
 Mylle H. Mangum




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##### Table of Contents



Hugh H. Williamson, III
 Executive Officers
  Name
    
    Age
    
    Position with CompanyCharles A. Jett, Jr.
    
    48
    
    Chairman of the Board, Chief Executive Officer, and PresidentChris E. Perkins
    
    45
    
    Chief Operating OfficerJohn W. Wilhoite
    
    56
    
    Chief Financial Officer, Treasurer and Secretary
  Chris E. Perkins
 John W. Wilhoite




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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Audit Committee Matters
  
 ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion & Analysis




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##### Table of Contents



The Compensation Committee
 Committee
Members and Independence.
 Role of the Committee. www.emageon.com
  
    
    to review at least annually the goals and objectives and the structure of the
Companys plans for executive compensation, incentive compensation, equity-based
compensation, and its general compensation plans and employee benefit plans (including
retirement and health insurance plans);
    
    to evaluate annually the performance of the Chief Executive Officer in light of the
goals and objectives of the Company and its executive compensation plans, and to
determine his or her compensation level based on this evaluation;
    
    to review annually and determine the compensation level of all other executive
officers of the Company, in light of the goals and objectives of the Company and its
executive compensation plans;
    
    periodically, as the Committee deems necessary or desirable and pursuant to the
applicable equity-based compensation plan, to grant, or recommend that the Board grant,
equity-based compensation awards to any officer or employee of the Company for such
number of shares of common stock as the Committee, in its sole discretion, shall deem
to be in the best interest of the Company; and
    
    to review and recommend to the Board all equity-based compensation plans.
 Committee Meetings.
 The Compensation-Setting Process




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
    
    evaluating employee performance; and
    
    recommending salary levels and option awards to the Committee.
  
    
    background information regarding the Companys strategic objectives;
    
    his evaluation of the performance of the named executive officers and other key
employees; and
    
    compensation recommendations as to the named executive officers (other than
himself).
 Executive Compensation Philosophy
      2007 Compensation
 Executive Summary.
 
    
    Increases were made in base salaries for 2007 for the named executive officers based
on the Committees evaluation of individual performance and the recommendations of the
Companys Chief Executive Officer. These increases were effective February 15, 2007.
    
    As a result of the Companys failure to achieve the fiscal 2007 performance metrics
established by the Committee in March 2007, no cash incentive (bonus) payments were
made to named executive officers with respect to fiscal 2007.




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##### Table of Contents




    
    Consistent with its stated desire to promote and ensure the alignment of the
interests of management with the interests of long-term stockholders, the Company
granted stock option and restricted stock unit awards to the named executive officers
as set forth in the Grants of Plan Based Awards2007 table below.
 Base Salary.
  Cash Bonus.
 Equity Incentives.




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##### Table of Contents



Perquisites and Other Personal
Benefits Compensation.
 Accounting for Stock-Based Compensation.
 Other Compensation
 2008 Compensation Decisions
  Name
    
    Base SalaryCharles A. Jett
    
    $
    353,000Chris Perkins
    
    
    330,000W. Randall Pittman
    
    
    255,000
 Compensation Committee Report




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##### Table of Contents



COMPENSATION COMMITTEE
Hugh H. Williamson, III (Chairman)
Roddy J.H. Clark
Mylle H. Mangum Summary Compensation Table
  Non-EquityStock
    
    Option
    
    Incentive Plan
    
    All OtherName and Principal Position
    
    Year
    
    Salary (1)
    
    Awards (2)
    
    Awards (2)
    
    Compensation
    
    Compensation (3)
    
    TotalCharles A. Jett, Jr.
    
    
    2007
    
    
    $
    353,825
    
    
    $
    43,917
    
    
    $
    717,709
    
    
    $
    
    (4)
    
    $
    3,975
    
    
    $
    1,119,426Chairman, Chief Executive Officer,
and President
    
    
    2006
    
    
    
    336,000
    
    
    
    32,615
    
    
    
    738,082
    
    
    
    84,000
    (4)
    
    
    4,528
    
    
    
    1,195,225Chris E. Perkins (5)Chief Operating Officer
    
    
    2007
    
    
    
    27,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,500W. Randall Pittman (6)
    
    
    2007
    
    
    
    255,832
    
    
    
    13,016
    
    
    
    219,651
    
    
    
    
    (4)
    
    
    4,240
    
    
    
    492,739Chief Financial Officer and Treasurer
    
    
    2006
    
    
    
    233,000
    
    
    
    9,694
    
    
    
    219,327
    
    
    
    46,600
    (4)
    
    
    4,781
    
    
    
    513,402Grady O. Floyd (7)
    
    
    2007
    
    
    
    255,832
    
    
    
    96,628
    (8)
    
    
    686,717
    (8)
    
    
    
    
    
    
    5,135
    
    
    
    1,044,312Chief Operating Officer
    
    
    2006
    
    
    
    202,256
    
    
    
    21,494
    
    
    
    118,752
    
    
    
    
    
    
    
    26,769
    
    
    
    369,271Robert W. Grubb (9)
    
    
    2007
    
    
    
    190,804
    
    
    
    
    
    
    
    277,961
    
    
    
    113,931
    (4)(10)
    
    
    2,850
    
    
    
    585,546Senior Vice President, Sales
    
    
    2006
    
    
    
    185,000
    
    
    
    
    
    
    
    200,397
    
    
    
    247,160
    (4)(10)
    
    
    3,882
    
    
    
    636,439
 
 (1)
    
    Includes amounts deferred under the Companys employee savings plan under Section 401(k) of
the Internal Revenue Code. The Company contributed $295,938 and $437,532 to this plan in 2007
and 2006, respectively, on behalf of all of its eligible participating employees.(2)
    
    Represents the amount recognized by the Company as an expense for financial reporting
purposes pursuant to FAS 123R, but disregarding for this purpose the estimate of forfeitures
related to service-based vesting conditions. The methodology and assumptions used to
calculate the cost of each named executive officers outstanding restricted stock unit and
option grants are described in Note 2, Summary of Significant Accounting Policies, beginning
on page F-8, and Note 13, Stock-Based Compensation, beginning on page F-23 of the Companys
Annual Report on Form 10-K for the fiscal year ended December 31, 2007. No restricted stock
unit grants or option grants to the named executive officers listed above were forfeited in
2006 or 2007.(3)
    
    Includes life insurance premiums paid on behalf of the named executive officers. In 2006,
Mr. Floyd was reimbursed for moving expenses in an amount equal to $26,290. No other
perquisites or personal benefits exceeded $10,000 for any named executive officer.(4)
    
    Includes cash bonus awarded under the Companys performance-based annual bonus program. For
2007, the Company did not make any cash bonus awards to named executive officers under this
program. Details regarding performance metrics and target bonus ranges set by the
Compensation Committee are set forth under the heading Additional Discussion of Material
Items in Summary Compensation Table and Grant of Plan Based Awards Table2007  Cash




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##### Table of Contents



Bonus Program below. Target bonus ranges for 2007 are listed in the Grants of Plan-Based Awards
Table2007 below.(5)
    
    Mr. Perkins joined the Company as its Chief Operating Officer on December 6, 2007.(6)
    
    Mr. Pittman resigned his positions as Chief Financial Officer and Treasurer effective as of
March 31, 2008.(7)
    
    Mr. Floyd resigned his position as Chief Operating Officer effective December 6, 2007, but
continued to be employed by the Company through December 31, 2007.(8)
    
    Includes amounts recognized by the Company as an expense in connection with the vesting of
all equity awards as of December 31, 2007 in accordance with the Severance Agreement and
General Release entered into by Mr. Floyd on January 14, 2008 in connection with the
termination of his employment with the Company. See Notes 2 and 3 above for additional detail
regarding the recognition of such expense pursuant to FAS 123R.(9)
    
    In connection with recent management restructurings, in January 2008 Mr. Grubb became the
Companys Senior Vice President  Production Operations, and is no longer an executive
officer of the Company.(10)
    
    Includes amounts received in non-equity incentive plan compensation pursuant to a sales
incentive compensation plan. Grants of Plan-Based Awards Table 2007
  All Other
    
    All OtherStock Awards:
    
    Option Awards:
    
    
    
    
    
    Grant DateNumber of
    
    Number of
    
    Exercise or
    
    Fair ValueEstimated Future Payouts Under
    
    Shares of
    
    Securities
    
    Base Price
    
    of StockApproval
    
    Grant
    
    Non-Equity Incentive Plans (1)
    
    Stock or
    
    Underlying
    
    of Option
    
    and OptionName
    
    Date
    
    Date
    
    Threshold
    
    Target
    
    Maximum
    
    Units (2)
    
    Options (3)
    
    Awards ($ / Sh)
    
    Awards (4)Charles A. Jett, Jr.
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    222,910
    
    
    $
    222,9102/26/2007
    
    
    
    2/26/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,650
    
    
    $
    12.46
    
    
    $
    487,458Chris E. Perkins (5)
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A12/6/2007
    
    
    
    12/6/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    $
    135,60012/6/2007
    
    
    
    12/6/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000
    
    
    $
    4.52
    
    
    $
    256,800W. Randall Pittman
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    115,124
    
    
    $
    115,1242/26/2007
    
    
    
    2/26/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    $
    12.46
    
    
    $
    153,000Grady O. Floyd
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    115,124
    
    
    $
    115,1242/26/2007
    
    
    
    2/26/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    $
    12.46
    
    
    $
    153,000Robert W. Grubb
    
    
    
    
    
    
    
    
    
    $
    
    
    
    See Note 6
    
    See Note 62/26/2007
    
    
    
    2/26/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    $
    12.46
    
    
    $
    153,0008/10/2007
    
    
    
    8/10/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    $
    9.19
    
    
    $
    112,000
 
 (1)
    
    These columns indicate the range of payouts targeted for 2007 performance under the Companys
annual cash bonus program as described under the headings Compensation Discussion and
Analysis and Additional Discussion of Material Items in Summary Compensation Table and Grant
of Plan Based Awards Table2007. The actual payment for 2007 to each named executive
officer is shown in the Summary Compensation Table in the column titled Non-Equity
Incentive Plan Compensation.(2)
    
    These restricted stock units vest in 48 approximately equal monthly installments commencing
one month after the date of such award.(3)
    
    These options have a ten-year term, and vest in 48 approximately equal monthly installments
commencing one month after the date of such award.(4)
    
    The methodology and assumptions used to calculate the grant date fair value of each named
executive officers outstanding restricted stock unit and stock option grants for 2007 are
described in Note 2, Summary of Significant Accounting Policies, beginning on page F-8, and
Note 13, Stock-Based Compensation, beginning on page F-23 of the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2007, but disregarding for this purpose the
estimate of forfeitures related to service-based vesting conditions.




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(5)
    
    Mr. Perkins joined the Company as its Chief Operating Officer on December 6, 2007. These
restricted stock unit and option awards were made to Mr. Perkins under his employment
agreement with the Company in connection with his appointment as our Chief Operating Officer.(6)
    
    Mr. Grubbs sales incentive compensation plan with the Company provided for payment in 2007
of quarterly and annual incentive compensation equal to a percentage of new sales bookings by
the Companys sales team and was subject to achievement of certain minimum bookings targets
and certain minimum annual revenue targets. Additional Discussion of Material Items in Summary Compensation Table and Grant of Plan Based
Awards Table2007
  Employment Agreements of Named Executive Officers
 Charles A. Jett, Jr. and Chris E. Perkins
  W. Randall Pittman and Grady O. Floyd
  Robert W. Grubb
 2005 Equity Incentive Plan




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Cash Bonus Program
     Sales Incentive Compensation Plan
  Defined Contribution Benefit Plan




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##### Table of Contents



Outstanding
Equity Awards at Fiscal YearEnd2007
  Option Awards
    
    Stock AwardsNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market ValueSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    Number of
    
    of Shares orUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Shares or
    
    Units ofUnexercised
    
    Unexercised
    
    Option
    
    Option
    
    Units of Stock
    
    Stock ThatDate of
    
    Options
    
    Options
    
    Exercise
    
    Expiration
    
    That Have Not
    
    Have NotName
    
    Award
    
    Exercisable
    
    Unexercisable
    
    Price
    
    Date
    
    Vested
    
    VestedCharles A. Jett, Jr.
    
    
    7/1/2000
    
    
    
    148,187
    
    
    
    0
    
    
    $
    4.70
    
    
    
    7/1/2010
    (1)10/30/2000
    
    
    
    57,152
    
    
    
    0
    
    
    $
    4.70
    
    
    
    10/30/2010
    (1)12/14/2001
    
    
    
    78,000
    
    
    
    0
    
    
    $
    1.73
    
    
    
    12/14/2011
    (2)1/28/2003
    
    
    
    9,538
    
    
    
    0
    
    
    $
    4.70
    
    
    
    1/28/2013
    (2)2/11/2004
    
    
    
    54,483
    
    
    
    0
    
    
    $
    5.52
    
    
    
    2/11/2014
    (2)1/7/2005
    
    
    
    30,820
    
    
    
    30,820
    
    
    $
    7.17
    
    
    
    1/7/2015
    (3)11/1/2005
    
    
    
    52,083
    
    
    
    47,917
    
    
    $
    12.72
    
    
    
    11/1/2015
    (4)4/3/2006
    
    
    
    39,833
    
    
    
    55,767
    
    
    $
    16.56
    
    
    
    4/3/2016
    (4)4/3/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,202
    (5)
    
    $
    102,7052/26/2007
    
    
    
    16,594
    
    
    
    63,056
    
    
    $
    12.46
    
    
    
    2/26/2017
    (6)Chris E. Perkins
    
    
    12/6/2007
    
    
    
    
    
    
    
    120,000
    
    
    $
    4.52
    
    
    
    12/6/2017
    (6)12/6/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    (5)
    
    $
    135,600W. Randall Pittman (8)
    
    
    11/1/2002
    
    
    
    100,453
    
    
    
    0
    
    
    $
    4.70
    
    
    
    11/1/2012
    (7)2/11/2004
    
    
    
    15,757
    
    
    
    0
    
    
    $
    5.52
    
    
    
    2/11/2014
    (2)1/7/2005
    
    
    
    10,303
    
    
    
    10,303
    
    
    $
    7.17
    
    
    
    1/7/2015
    (3)11/1/2005
    
    
    
    15,625
    
    
    
    14,375
    
    
    $
    12.72
    
    
    
    11/1/2015
    (4)4/3/2006
    
    
    
    11,840
    
    
    
    16,576
    
    
    $
    16.56
    
    
    
    4/3/2016
    (4)4/3/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,846
    (5)
    
    $
    30,5702/26/2007
    
    
    
    5,208
    
    
    
    19,792
    
    
    $
    12.46
    
    
    
    2/26/2017
    (6)Grady O. Floyd
    
    
    4/3/2006
    
    
    
    62,000
    
    
    
    0
    
    
    $
    16.56
    
    
    
    4/3/2016
    (9)2/26/2007
    
    
    
    25,000
    
    
    
    0
    
    
    $
    12.46
    
    
    
    3/30/2008
    (9)Robert W. Grubb
    
    
    11/1/2002
    
    
    
    54,305
    
    
    
    0
    
    
    $
    4.70
    
    
    
    11/1/2012
    (7)2/11/2004
    
    
    
    4,848
    
    
    
    0
    
    
    $
    5.52
    
    
    
    2/11/2014
    (2)11/4/2004
    
    
    
    12,120
    
    
    
    0
    
    
    $
    7.17
    
    
    
    11/4/2014
    (10)4/3/2006
    
    
    
    31,250
    
    
    
    43,750
    
    
    $
    16.56
    
    
    
    4/3/2016
    (4)2/26/2007
    
    
    
    5,208
    
    
    
    19,792
    
    
    $
    12.46
    
    
    
    2/26/2017
    (6)8/10/2007
    
    
    
    2,083
    
    
    
    22,917
    
    
    $
    9.19
    
    
    
    8/10/2017
    (6)
 
 (1)
    
    These options vested in four equal annual installments commencing on the first anniversary of
the date of the award.(2)
    
    These options vested in three approximately equal annual installments commencing on the first
anniversary of the date of the award.(3)
    
    Fifty percent of these options vested in one installment on the second anniversary of the
date of the award, with the balance vesting in two equal annual installments commencing one
year after such anniversary.(4)
    
    Twenty-five percent of these options vested in one installment on the first anniversary of
the date of the award, with the balance vesting in 36 approximately equal monthly installments
commencing one month after such anniversary.(5)
    
    These restricted stock units vest in 48 approximately equal monthly installments commencing
one month after the date of such award.(6)
    
    These options vest in 48 approximately equal monthly installments commencing one month after
the date of such award.(7)
    
    These options vested in three approximately equal annual installments commencing November 1,
2002.(8)
    
    All options and restricted stock units held by Mr. Pittman became fully vested on March 31,
2008 under the Severance Agreement and General Release, dated February 20, 2008, between Mr.
Pittman and the Company, and all such options will expire on June 29, 2008 in accordance with
the terms of the option agreements pursuant to which they were granted.(9)
    
    These options became fully vested on December 31, 2007 under the Severance Agreement and
General Release, dated January 14, 2008, between Mr. Floyd and the Company, and were forfeited
on March 30, 2008 in accordance with the terms of the option agreements pursuant to which they
were granted.(10)
    
    These options vested in three approximately equal annual installments commencing September
10, 2004.




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##### Table of Contents



Option Exercises and Stock Vested Table2007
  Option Awards
    
    Stock AwardsNumber of SharesNumber of Shares
    
    Value Realized on
    
    Acquired on
    
    Value Realized onName
    
    Acquired on Exercise
    
    Exercise
    
    Vesting (1)
    
    Vesting (3)Charles A. Jett, Jr.
    
    
    
    
    
    $
    
    
    
    
    2,652
    (1)
    
    $
    25,627Chris E. Perkins
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    W. Randall Pittman
    
    
    
    
    
    
    
    
    
    
    786
    (1)
    
    
    7,595Grady O. Floyd
    
    
    
    
    
    
    
    
    
    
    5,835
    (2)
    
    
    32,529Robert W. Grubb
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents restricted stock units granted on April 3, 2006 that vested during 2007. These
restricted stock units vest in 48 approximately equal monthly installments.(2)
    
    Includes restricted stock units that became fully vested on December 31, 2007 pursuant to the
Severance Agreement and General Release, dated January 14, 2008, between Mr. Floyd and the
Company.(3)
    
    Amounts reflect the market value of the stock, as determined by the closing price per share
on the NASDAQ Global Market, on the day the stock vested. Payments Upon Termination or Change in Control
    Potential Payments  Charles A. Jett, Jr., Chris E. Perkins and W. Randall Pittman




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Charles A. Jett, Jr.
 Termination byCompany withoutTermination by
    
    Cause or by Named
    
    VoluntaryCompany without
    
    Executive Officer
    
    Termination byCause or by Named
    
    with Good Reason
    
    Named ExecutiveExecutive Officer
    
    Following a Change
    
    Officer Following aPayment or Benefit
    
    with Good Reason
    
    in Control
    
    Change in ControlSeverance payment(s) (1)
    
    $
    1,151,780
    
    
    $
    1,151,780
    
    
    $
    575,390Continued healthcare and life insurance coverage (2)
    
    
    21,846
    
    
    
    21,846
    
    
    
    10,923Tax gross-up
    
    
    
    
    
    
    541,233
    (3)
    
    
    Market value of stock options vesting on termination
    
    
    179,400
    
    
    
    179,400
    
    
    
    179,400Market value of restricted stock units vesting on termination
    
    
    42,807
    
    
    
    42,807
    
    
    
    42,807
 
 (1)
    
    Represents Mr. Jetts then-current base salary and maximum 2007 cash bonus (calculated as if
all performance metrics had been achieved) multiplied by the applicable severance period under
his employment agreement.(2)
    
    Represents the product of the Companys monthly premium costs for such benefits multiplied by
the applicable severance period under Mr. Jetts employment agreement.(3)
    
    The amount shown is an estimate of the tax gross up payment payable to Mr. Jett. This amount
is an estimate only, and is calculated using the full market value of restricted stock that
would vest upon such a termination and the difference between the full market value and the
exercise price of stock options that would vest upon such a termination. Under the IRS rules
governing parachute payments, only a portion of this value would likely be considered a
parachute payment; a lower parachute payment would result in a lower gross up payment. For
purposes of this estimate, no value has been assigned to the restrictive covenants to which
Mr. Jett would be subject under his employment agreement. Chris E. Perkins
 Termination byCompany withoutCause or by NamedExecutive OfficerName and payment or benefit
    
    with Good Reason
    
    Change in ControlSeverance payment(s)
    
    $
    547,800
    (1)
    
    $
    Continued healthcare coverage
    
    
    10,323
    (2)
    
    
    Tax gross-up
    
    
    
    
    
    
    Market value of stock options vesting on termination or Change in Control
    
    
    
    
    
    
    Market value of restricted stock units vesting on termination or Change in Control
    
    
    120,900
    
    
    
    120,900
 
 (1)
    
    Represents Mr. Perkins then-current base salary and maximum 2007 cash bonus (calculated as
if all performance metrics had been achieved) multiplied by the applicable severance period
under his employment agreement.(2)
    
    Represents the product of the Companys monthly premium cost for such benefit multiplied by
the applicable severance period under Mr. Perkins employment agreement.




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##### Table of Contents



W. Randall Pittman
 Termination by Companywithout Cause or by NamedExecutive Officer with GoodName and payment or benefit
    
    ReasonSeverance payment(s) (1)
    
    $
    369,750Continued healthcare and life insurance coverage (2)
    
    
    11,188Tax gross-up
    
    
    Market value of stock options vesting on termination
    
    
    Market value of restricted stock units vesting on termination
    
    
    12,723
 
 (1)
    
    Represents the named executive officers then-current base salary and maximum 2007 cash bonus
(calculated as if all performance metrics had been achieved) multiplied by the applicable
severance period under his employment agreement.(2)
    
    Represents the product of the Companys monthly premium cost for such benefit multiplied by
the applicable severance period under the named executive officers employment agreement. Employment and Related Agreements
 Charles A. Jett, Jr. and Chris E. Perkins
 
    
    Upon any termination of the executives employment, including if the executives
employment is terminated by the Company for cause by the Company or the executive by
reason of death or disability, by the executive without good reason, or by virtue of
the expiration of the term of the agreement, the executive (or his estate or
beneficiaries, as applicable) will be entitled to receive all compensation due to him
under the agreement through his last day of employment.
    
    If the executive terminates his employment for good reason or the Company
terminates the executives employment other than for cause, death or disability, then
the executive will be entitled to receive a lump sum payment that is equal to (i) his
then-current monthly base salary plus one-twelfth of his target annual bonus
(calculated as if all performance metrics had been achieved) multiplied by (ii) the
number of months in the severance period. The severance period for Mr. Jett is equal
to the greater of 12 months or the number of months remaining under the term of the
employment agreement; provided that the severance period in connection with a voluntary
termination (i.e., for other than good reason) of his employment following a change
in control is 12 months. The severance period for Mr. Perkins is equal to 12 months.
In addition, the executives coverage under the Companys health, dental, and life
insurance plans would continue during the severance period, and his outstanding stock
options and restricted stock units will become fully vested.




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##### Table of Contents




    
    Under Mr. Perkins Restricted Stock Unit Award Agreement, if Mr. Perkins becomes
disabled, his restricted stock units will become fully vested and nonforfeitable; if
Mr. Perkins dies while actively employed by the Company, his employment is terminated
by the Company for cause, or Mr. Perkins terminates his employment for other than good
reason, then all unvested restricted stock units are forfeited; and if Mr. Perkins
terminates his employment for good reason, or the Company terminates his employment
other than for cause, death or disability, then his restricted stock units will become
fully vested. In addition, upon a change in control (as defined in the Restricted
Stock Unit Award Agreement) of the Company, all of Mr. Perkins restricted stock units
will become fully vested and nonforfeitable.
    
    Under Mr. Perkins Stock Option Agreement, if Mr. Perkins dies while actively
employed by the Company, or if Mr. Perkins employment is terminated by reason of
disability, the unvested portion of his stock options shall expire, and the vested
portion shall be exercisable for a period of one year (or the remaining term of the
stock option, if shorter); if the Company terminates Mr. Perkins employment for cause,
then the stock options shall, whether vested or unvested, immediately terminate and
cease to be exercisable; and if the Company terminates Mr. Perkins employment without
cause, or Mr. Perkins terminates his employment voluntarily for any reason, the
unvested portion of his stock options shall expire, and the vested portion shall be
exercisable for a period of three months (or the remaining term of the stock option, if
shorter). In addition, upon a change in control (as defined in the Stock Option
Agreement) of the Company, all of Mr. Perkins stock options shall become vested and
exercisable, and the Company may terminate the stock options if it gives Mr. Perkins 30
days prior written notice and the opportunity to, at the Companys election, receive a
cash payment equal to the difference between the fair market value and the exercise
price of the vested portion of such stock option, or the right to exercise all vested
portions of the stock option immediately prior to the effective date of the change in
control. If Mr. Perkins options remain outstanding after a change in control of the
Company, and his employment is terminated within 2 years after the change in control of
the Company, then all vested stock options will remain exercisable for a period of one
year after his termination (or the remaining term of the stock option, if shorter).
 Robert W. Grubb
  Severance Agreements
 W. Randall Pittman and Grady O. Floyd




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W. Randall Pittman
 Name and payment or benefit
    
    AmountSeverance payment (1)
    
    $
    382,500Continued healthcare and life insurance coverage (2)
    
    
    9,108
 
 (1)
    
    Represents (i) monthly base salary as of the date of termination plus one twelfth of his
target annual bonus (calculated as if all performance metrics had been achieved) multiplied by
(ii) 12 months.(2)
    
    Represents the product of the Companys monthly premium cost for such benefit multiplied by
12 months. Grady O. Floyd
 Name and payment or benefit
    
    AmountSeverance payment (1)
    
    $
    554,625Continued healthcare and life insurance coverage (2)
    
    
    20,610
 
 (1)
    
    Represents (i) monthly base salary as of the date of termination plus one twelfth of his
target annual bonus (calculated as if all performance metrics had been achieved) multiplied by
(ii) 18 months.(2)
    
    Represents the product of the Companys monthly premium cost for such benefit multiplied by
18 months.   Change in Control and Termination Provisions of the Companys Other Benefit Plans
 2005 Equity Incentive Plan
 Compensation of Directors




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##### Table of Contents



Non-Employee Director Compensation Table2007
 Fees Earned or Paid
    
    
    
    
    
    Option
    
    All OtherName
    
    in Cash
    
    Stock Awards (1)
    
    Awards (2)(3)(4)
    
    Compensation
    
    TotalArthur P. Beattie
    
    $
    37,000
    
    
    $
    
    
    
    $
    42,852
    
    
    $
    
    
    
    $
    79,852Roddy J.H. Clark
    
    
    37,500
    
    
    
    
    
    
    
    42,852
    
    
    
    
    
    
    
    80,352Douglas D. French
    
    
    30,500
    
    
    
    25,318
    
    
    
    41,339
    
    
    
    
    
    
    
    97,157Fred C. Goad, Jr.
    
    
    40,500
    
    
    
    
    
    
    
    42,852
    
    
    
    
    
    
    
    83,352Mylle H. Mangum
    
    
    34,000
    
    
    
    
    
    
    
    42,852
    
    
    
    
    
    
    
    76,852John W. Thompson
    
    
    32,000
    
    
    
    
    
    
    
    42,852
    
    
    
    
    
    
    
    74,852Hugh H. Williamson, III
    
    
    38,500
    
    
    
    
    
    
    
    42,852
    
    
    
    
    
    
    
    81,352
 
 (1)
    
    Represents the amount recognized by the Company as an expense in 2007 for financial reporting
purposes pursuant to FAS 123R with respect to restricted stock awards, but disregarding for
this purpose the estimate of forfeitures related to service-based vesting conditions. Mr.
French was granted 2,000 shares of restricted common stock at a price of $15.99 per share on
October 16, 2006. These shares vested on October 16, 2007. The methodology and assumptions
used to calculate the cost of outstanding restricted stock grants for 2007 are described in
Note 2, Summary of Significant Accounting Policies, beginning on page F-8, and Note 13,
Stock-Based Compensation, beginning on page F-23 of the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2007, but disregarding for this purpose the estimate of
forfeitures related to service-based vesting conditions.(2)
    
    Represents the amount recognized by the Company as an expense in 2007 for financial reporting
purposes pursuant to FAS 123R with respect to options, but disregarding for this purpose the
estimate of forfeitures related to service-based vesting conditions. Amounts include awards
granted in and prior to 2007. The methodology and assumptions used to calculate the cost of
each directors stock option grants for 2007 are described in Note 2, Summary of Significant
Accounting Policies, beginning on page F-8, and Note 13, Stock-Based Compensation,
beginning on page F-23 of the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2007. No stock option grants to the directors listed above were forfeited in
2007.(3)
    
    Each director other than Mr. Jett was granted options to purchase 7,500 shares of common
stock at an exercise price of $7.93 per share on May 25, 2007. These options have a ten-year
term and vest on the date of the 2008 annual meeting of stockholders. The grant date fair
value of the options granted to each Director was $29,175. The methodology and assumptions
used to calculate the cost of each directors outstanding stock option grants for 2007 are
described in Note 2, Summary of Significant Accounting Policies, beginning on page F-8, and
Note 13, Stock-Based Compensation, beginning on page F-23 of the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2007, but disregarding for this purpose the
estimate of forfeitures related to service-based vesting conditions.(4)
    
    Each director had the following unexercised options outstanding at December 31, 2007: Mr.
Beattie, options to purchase 19,909 shares; Mr. Clark, options to purchase 19,424 shares; Mr.
French, options to purchase 11,250 shares; Mr. Goad, options to
purchase 19,909 shares; Mrs.
Mangum, options to purchase 19,909 shares; Mr. Thompson, options to purchase 17,000 shares;
and Mr. Williamson, options to purchase 17,000 shares. Director Compensation
  Cash Compensation
 
    
    an annual retainer fee of $20,000;
    
    a per meeting fee of $1,000;
    
    a per committee meeting fee of $500; and
    
    an annual retainer fee for committee chairmen of $5,000 for the Audit Committee and
$3,000 for the Compensation and Governance Committees.
 Equity Compensation




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Compensation Committee Interlocks and Insider Participation




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Security Ownership
  SharesBeneficiallyBeneficial Owner
    
    Owned (1)(2)
    
    Percent Owned (3)Non-Employee Directors (4)Arthur P. Beattie
    
    
    14,409
    
    
    
    *Roddy J.H. Clark
    
    
    13,924
    
    
    
    *Douglas D. French
    
    
    5,750
    
    
    
    *Fred C. Goad, Jr.
    
    
    14,409
    
    
    
    *Mylle H. Mangum
    
    
    14,409
    
    
    
    *John W. Thompson
    
    
    129,853
    (5)
    
    
    *Hugh H. Williamson, III
    
    
    19,060
    
    
    
    *Named Executive Officers (4)Charles A. Jett, Jr.
    
    
    601,630
    
    
    
    2.74
    %W. Randall Pittman
    
    
    232,158
    
    
    
    *Chris E. Perkins
    
    
    18,123
    
    
    
    *Grady O. Floyd
    
    
    7,000
    (6)
    
    
    *Robert W. Grubb
    
    
    125,018
    
    
    
    *All Directors, Nominees and Executive Officers as a Group (12 Persons)
    
    
    1,195,743
    
    
    
    5.33
    %Five Percent or Greater StockholdersOliver Press Partners, LLC (7)
    
    
    3,569,360
    
    
    
    16.63
    %Oliver Press Investors, LLC
Augustus K. Oliver
Clifford Press
Candens Capital, LLC (8)
    
    
    2,562,704
    
    
    
    11.94
    %Accipiter Capital Management, LLC
Gabe Hoffman

Deerfield Capital, L.P. (9)
    
    
    2,428,000
    
    
    
    11.31
    %Deerfield Management Company, L.P.
James E. Flynn

D.E. Shaw & Co., L.P. (10)
    
    
    1,448,967
    
    
    
    6.75
    %David E. Shaw
Prescott Group Capital Management, L.L.C. (11)
    
    
    1,244,990
    
    
    
    5.80
    %Wellington Management Company, LLP (12)
    
    
    1,134,800
    
    
    
    5.29
    %
 
 *
    
    Less than one percent.(1)
    
    Except as indicated in the footnotes to this table, the persons listed have sole voting and
investment power with respect to all shares of common stock beneficially owned by them.(2)
    
    Includes, for the respective beneficial owner, beneficial ownership of the following numbers
of shares that may be acquired by such beneficial owner upon the exercise of stock options
that are currently exercisable or exercisable within 60 days after March 31, 2008: Beneficial Owner
    
    SharesArthur P. Beattie
    
    
    12,409Roddy J.H. Clark
    
    
    11,924Douglas D. French
    
    
    3,750




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##### Table of Contents



Beneficial Owner
    
    SharesFred C. Goad, Jr.
    
    
    12,409Mylle H. Mangum
    
    
    12,409John W. Thompson
    
    
    9,500Hugh H. Williamson, III
    
    
    9,500Charles A. Jett, Jr.
    
    
    537,010W. Randall Pittman
    
    
    220,232Chris E. Perkins
    
    
    18,123Robert W. Grubb
    
    
    125,018
 
 (3)
    
    The percentage of shares beneficially owned is based on 21,461,280 shares of common stock
outstanding as of March 31, 2008. Shares of common stock subject to options that are
currently exercisable or exercisable within 60 days after March 31, 2008 are deemed to be
outstanding and beneficially owned by the person holding the options for the purpose of
computing the number of shares beneficially owned and the percentage of ownership of such
person, but are not deemed outstanding for the purpose of computing the percentage ownership
of any other person.(4)
    
    The address for each non-employee director and named executive officer is 1200 Corporate
Drive, Suite 200, Birmingham, Alabama 35242.(5)
    
    Does not include shares held by the Marianna Thompson Trust, the
beneficiary of which is Mr. Thompsons
former spouse, or shares held by two grantor retained annuity trusts, all the
beneficiaries of which are Mr. Thompsons adult children.
Mr. Thompson has no pecuniary interest in these trusts, and no voting
or dispositive power with respect to the shares held by these trusts.(6)
    
    All options formerly held by Mr. Floyd were forfeited on March 30, 2008 in accordance with
the terms of the option agreements pursuant to which they were granted.(7)
    
    Information based on a Schedule 13D/A jointly filed with the SEC on April 2, 2008 by Oliver
Press Partners, LLC, Oliver Press Investors, LLC, Augustus K. Oliver and Clifford Press, who
shared, as of April 2, 2008, voting and dispositive power over 100 shares held by Davenport
Partners, L.P., a Delaware limited partnership, 2,934,600 shares owned by JE Partners, a
Bermuda partnership, and 634,660 shares owned by Oliver Press Master Fund LP, a Cayman limited
partnership. The address for these parties is 152 West 57th Street, New York, New York 10019.(8)
    
    Information based on a Schedule 13G/A filed with the SEC on February 14, 2008 by Candens
Capital, LLC, a Delaware limited liability company, Accipiter Capital Management, LLC, a
Delaware limited liability company, Gabe Hoffman, Accipiter Life Sciences Fund, LP, a Delaware
limited partnership, Accipiter Life Sciences Fund (Offshore), Ltd., a Cayman Islands company,
Accipiter Life Sciences Fund II, LP, a Delaware limited partnership, Accipiter Life Sciences
Fund II (Offshore), Ltd., a Cayman Islands company, and Accipiter Life Sciences Fund II (QP),
LP, a Delaware limited partnership, which share voting and investment power over certain
shares. The address for these parties is 399 Park Avenue, 38th Floor, New York, New York
10022.(9)
    
    Information based on a Form 3 filed by Deerfield Capital, L.P., Deerfield Management Company,
James E. Flynn, Deerfield Special Situations Fund, L.P., and Deerfield Special Situations Fund
International Limited, who share voting and investment power over certain shares held through
Deerfield Special Situations Fund and Deerfield Special Situations Fund International. The
address for these parties is 780 Third Avenue, 37th Floor, New York, New York 10017.(10)
    
    Information based on a Schedule 13G/A filed with the SEC on January 11, 2008 by D.E. Shaw
Valence Portfolios, L.L.C., a Delaware limited liability company, D.E. Shaw & Co., L.P., a
Delaware limited partnership, D.E. Shaw Composite Portfolios, L.L.C., a Delaware limited
liability company, D.E. Shaw & Co., L.P., a Delaware limited partnership, and David E. Shaw
with respect to shares over which D.E. Shaw Valence Portfolios, D.E. Shaw & Co., L.P. and
David Shaw share voting and investment power. The address for these parties is 120 W. 45th
Street, Tower 45, 39th Floor, New York, New York 10036.(11)
    
    Information based upon a Schedule 13G filed with the SEC on February 14, 2008 by Prescott
Group Capital Management, L.L.C., an Oklahoma limited liability company, Prescott Group
Aggressive Small Cap, L.P., an Oklahoma limited partnership, Prescott Group Aggressive Small
Cap II, L.P., an Oklahoma limited partnership, and Phil Frohlich, who share voting and
investment power over shares purchased through the account of Prescott Group Aggressive Small
Cap Master Fund, G.P., an Oklahoma general partnership. The address for these parties is 1924
South Utica, Suite 1120, Tulsa, Oklahoma 74104-6529(12)
    
    Information based on a Schedule 13G filed with the SEC on February 14, 2008, by Wellington
Management Company, LLP, reporting beneficial ownership as of December 31, 2007. Wellington
Management Company holds the shares in its capacity as an investment advisor on behalf of its
clients, none of which is known to own more than 5% of the Companys shares. Wellington
Management Company has shared voting and dispositive power with respect to 11,134,800 shares.
The address for Wellington Management Company is 75 State Street Boston, Massachusetts 02109.




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##### Table of Contents



Equity Compensation Plan Information
  # of Shares ofCommon StockRemaining AvailableNumber of Shares of
    
    
    
    
    
    for Future IssuanceCommon Stock to be
    
    Weighted Average
    
    Compensation PlansIssued on Exercise
    
    Exercise Price of
    
    (Excludingof Outstanding
    
    Outstanding
    
    SecuritiesOptions, Warrants
    
    Options, Warrants
    
    Reflected in ColumnPlan Category
    
    and Rights
    
    and Rights
    
    A)Equity Compensation Plans Approved by Stockholders(1)
    
    
    2,300,250
    
    
    $
    9.34
    
    
    
    2,494,844Equity Compensation Plans Not Approved By Stockholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,300,250
    
    
    
    9.34
    
    
    
    2,494,844
 
 (1)
    
    Each January 1st, beginning January 1, 2006 and ending January 1, 2009, the maximum number
of shares available for issuance under the Companys 2005 Equity Incentive Plan will
automatically increase by the lesser of the number of shares subject to awards granted under
the 2005 Equity Incentive Plan during the prior calendar year or 650,000 shares. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
 Policy on Related Party Transactions
  Ascension Health
  Director Independence




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Fees Paid To Independent Registered Public Accounting Firm
  2007
    
    
    2006Audit Fees
    
    $
    1,280,099
    
    
    $
    1,005,112Audit Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    1,280,099
    
    
    $
    1,005,112
 Audit fees
 Audit related fees
 Tax fees and all other fees
  Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
 (a)
    
    The following documents are filed as part of this Report:
 1. Financial Statements
  2. Financial Statement Schedules
  3. Exhibits
  Exhibit No.
    
    Description2.1
    
    Agreement and Plan of Merger, dated as of April 30, 2003, by
and among Emageon, Inc., Emageon  UV Development
Corporation, Ultravisual Medical Systems Corporation and Jeff
Rusinow as Stockholders Representative (incorporated by
reference to Exhibit 2.1 to the Companys Registration
Statement on Form S-1, Registration No. 333-120621, filed on
November 19, 2004)3.1
    
    Emageon Inc. Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.2 to the Companys
Registration Statement on Form S-1/A, Registration No.
333-120621, filed on February 4, 2005)3.2
    
    Emageon Inc. Amended and Restated Bylaws (incorporated by
reference to Exhibit 3.5 to the Companys Current Report on
Form 8-K filed on November 15, 2007)4.1
    
    Form of Emageon Inc. common stock certificate (incorporated by
reference to Exhibit 3.4 to the Companys Registration
Statement on Form S-1/A, Registration No. 333-120621, filed on
February 4, 2005)10.1#
    
    Imageon Solutions, Inc. 2000 Equity Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Companys
Registration Statement on Form S-1, Registration No.
333-120621, filed on November 19, 2004)10.2#
    
    Emageon, Inc. 2000 Equity Compensation Plan (incorporated by
reference to Exhibit 10.2 to the Companys Registration
Statement on Form S-1, Registration No. 333-120621, filed on
November 19, 2004)10.3#
    
    Emageon Inc. 2005 Equity Incentive Plan (incorporated by
reference to Exhibit 10.3 to the Companys Registration
Statement on Form S-1/A, Registration No. 333-120621, filed on
February 4, 2005)10.4#
    
    Emageon Inc. 2005 Non-Employee Director Stock Incentive Plan
(incorporated by reference to Exhibit 10.4 to the Companys
Registration Statement on Form S-1/A, Registration No.
333-120621, filed on February 4, 2005)10.5#
    
    Employment Agreement of Charles A. Jett, Jr. (incorporated by
reference to Exhibit 10.5 to the Companys Registration
Statement on Form S-1, Registration No. 333-120621, filed on
November 19, 2004)10.6#
    
    Employment Agreement of Milton G. Silva-Craig (incorporated by
reference to Exhibit 10.6 to the Companys Registration
Statement on Form S-1, Registration No. 333-120621, filed on
November 19, 2004)




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##### Table of Contents



Exhibit No.
    
    Description10.7#
    
    Employment Agreement of W. Randall Pittman (incorporated by
reference to Exhibit 10.7 to the Companys Registration
Statement on Form S-1, Registration No. 333-120621, filed on
November 19, 2004)10.8#
    
    Employment Agreement of Mark A. Gehring (incorporated by
reference to Exhibit 10.8 to the Companys Registration
Statement on Form S-1, Registration No. 333-120621, filed on
November 19, 2004)10.9#
    
    Employment Agreement of Noel D. Gartman (incorporated by
reference to Exhibit 10.9 to the Companys Registration
Statement on Form S-1, Registration No. 333-120621, filed on
November 19, 2004)10.10
    
    Form of Indemnification Agreement between the Registrant and
each of its directors and executive officers (incorporated by
reference to Exhibit 10.10 to the Companys Registration
Statement on Form S-1, Registration No. 333-120621, filed on
November 19, 2004)10.11
    
    Amended and Restated Registration Rights Agreement, dated as
of October 2, 2001, by and among Emageon UV, Inc. and certain
stockholders, as amended and joined on May 30, 2003 and June
25, 2003 (incorporated by reference to Exhibit 10.11 to the
Companys Registration Statement on Form S-1, Registration No.
333-120621, filed on November 19, 2004)10.12
    
    Enterprise Agreement, dated as of May 5, 2004, by and between
Emageon UV, Inc. and Ascension Health (incorporated by
reference to Exhibit 10.12 to the Companys Registration
Statement on Form S-1/A, Registration No. 333-120621, filed on
February 8, 2005)10.13
    
    Lease Agreement, dated as of December 20, 2001, by and between
Meadow Brook North, L.L.C. and Emageon UV, Inc. (incorporated
by reference to Exhibit 10.13 to the Companys Registration
Statement on Form S-1, Registration No. 333-120621, filed on
November 19, 2004)10.13A
    
    Sixth Amendment to Lease Agreement, dated as of July 23, 2004,
by and between Meadow Brook North, L.L.C. and Emageon UV, Inc.
(incorporated by reference to Exhibit 10.13A to the Companys
Registration Statement on Form S-1, Registration No.
333-120621, filed on November 19, 2004)10.14
    
    Note and Warrant Purchase Agreement, dated as of June 25,
2004, among Emageon UV, Inc. and Whitecap Alabama Growth Fund
I, LLC, Enhanced Alabama Issuer, LLC and Advantage Capital
Alabama Partners I, L.P. (incorporated by reference to Exhibit
10.14 to the Companys Registration Statement on Form S-1/A,
Registration No. 333-120621, filed on January 25, 2005)10.15
    
    Emageon, Inc. Amended and Restated Stockholders Agreement,
dated as of October 2, 2001, among Emageon, Inc. and the
stockholders signatory thereto (incorporated by reference to
Exhibit 10.15 to the Companys Registration Statement on Form
S-1/A, Registration No. 333-120621, filed on January 25, 2005)10.15A
    
    Emageon, Inc. First Amendment and Joinder to Amended and
Restated Stockholders Agreement, dated as of May 30, 2003,
among Emageon, Inc and the stockholders signatory thereto
(incorporated by reference to Exhibit 10.15A to the Companys
Registration Statement on Form S-1/A, Registration No.
333-120621, filed on January 25, 2005)10.15B
    
    Emageon, Inc. Second Amendment and Joinder to Amended and
Restated Stockholders Agreement, dated as of June 25, 2003,
among Emageon, Inc. and the stockholders signatory thereto
(incorporated by reference to Exhibit 10.15B to the Companys
Registration Statement on Form S-1/A, Registration No.
333-120621, filed on January 25, 2005)10.16#
    
    Employment Agreement of Grady Floyd (incorporated by reference
to Exhibit 10.1 to the Companys Current Report on Form 8-K
filed on April 4, 2006)10.17#
    
    Employment Agreement of Chris Perkins (incorporated by
reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K filed on December 12, 2007)




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##### Table of Contents



Exhibit No.
    
    Description14.1
    
    Emageon Inc. Code of Ethics (incorporated by reference to
Exhibit 14.1 to the Companys Report on Form 10-K for the year
ended December 31, 2004)21.1*
    
    Subsidiaries of Emageon Inc.23.1*
    
    Consent of Independent Registered Public Accounting Firm31.1**
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act
of 193431.2**
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act
of 193432.1*
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed with the Original Filing.**
    
    Filed herewith.#
    
    Management contract or compensatory plan or arrangement.
    
    Confidential treatment has been granted for portions of this exhibit. (b)
    
    The Registrant hereby files as exhibits to this Report the exhibits set forth in Item 15(a)3
hereof.




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##### Table of Contents



SIGNATURES
  EMAGEON INC.By:
    /s/ Charles A. Jett, Jr.Charles A. Jett, Jr.Chairman, President and Chief Executive Officer  Signature
    
    Title/s/ Charles A. Jett, Jr.

Charles A. Jett, Jr.
    
    Chairman of the Board, President and Chief
Executive Officer 
(Principal Executive
Officer)/s/ John W. Wilhoite

John W. Wilhoite
    
    Chief Financial Officer and Treasurer
(Principal Financial Officer)/s/ Arthur P. Beattie

Arthur P. Beattie
    
    Director/s/ Roddy J.H. Clark

Roddy J.H. Clark
    
    Director/s/ Douglas D. French

Douglas D. French
    
    Director/s/ Fred C. Goad, Jr.

Fred C. Goad, Jr.
    
    Director/s/ Mylle H. Mangum

Mylle H. Mangum
    
    Director/s/ John W. Thompson

John W. Thompson
    
    Director/s/ Hugh H. Williamson, III

Hugh H. Williamson, III
    
    Director




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##### Table of Contents



EXHIBIT INDEX
 Exhibit Number
    
    Description31.1
    
    Certification Pursuant to Rules 13a-14(a)/15d-14(a) by Chief Executive Officer31.2
    
    Certification Pursuant to Rules 13a-14(a)/15d-14(a) by Chief Financial Officer