Exhibit 10.21
EMPLOYMENT
AGREEMENT
THIS AGREEMENT, made and entered into as of the
10th day of December, 2008, by and between Vital Images, Inc.
(“Company”) and Reza A. Ghanbari
(“Executive”).
W I T N E S S E T
H:
WHEREAS, Company desires to retain the services
of Executive for and on behalf of Company on the terms and subject
to the conditions set forth herein.
WHEREAS, each of the parties acknowledge that
they are receiving good and valuable consideration for entering
into this Employee Agreement and Executive acknowledges that this
Employment Agreement, including the non-disclosure agreement set
forth herein, was negotiated between the parties hereto and that
Executive received bargained for consideration in the form of
benefits resulting to Executive from the terms and conditions of
such employment, in exchange for entering into this Employment
Agreement.
NOW, THEREFORE, in consideration of the mutual
covenants contained herein, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I.
EMPLOYMENT AND
TERM
1.1
EMPLOYMENT
. Upon the terms subject to
the conditions herein contained, Company hereby employs Executive
as Executive Vice President, Strategy and Products, and Executive
hereby accepts such employment, subject to the supervision of the
President and Chief Executive Officer of the Company.
Executive shall devote his best skill and efforts (reasonable sick
leave and vacations excepted) to the performance of his duties
under this Agreement.
1.2
TERM
. This Agreement shall take effect upon the
date first above written, and shall remain in effect as
“at-will” employment until terminated in accordance
with Article IV. Upon termination of this Agreement,
except as otherwise provided herein, neither the Company nor
Executive shall have any further rights, duties, privileges, or
obligations hereunder.
1.3
COMPLIANCE WITH COMMITMENTS
AND OBLIGATIONS . Executive represents and
warrants as follows: (i) he is not a party to any other
agreement or obligation for personal services; (ii) there
exist no impediments or restraints, contractual or otherwise on
Executive’s power, right or ability to enter into this
Agreement and to perform his duties and obligations hereunder; and
(iii) the performance of his obligations
under this Agreement do not and will
not violate or conflict with any agreement relating to
confidentiality, non-competition or exclusive employment to which
Executive is or was subject.
1.4
INSIDER TRADING
POLICY .
Executive will be required, as a condition of employment with the
Company, to sign and comply in every respect with the
Company’s Insider Trading Policy, a copy of which is
enclosed.
ARTICLE II.
COMPENSATION
2.1
BASE SALARY
. In exchange for the provision of
services, Company agrees that it will pay Executive commencing
December 10, 2008, at the rate of $250,000 per year, payable in
accordance with standard pay practices of Company, less any
applicable withholdings or deductions.
2.2
BENEFITS
. In addition to the
compensation set forth under Section 2.1, Executive shall be
entitled to participate in any of Company’s standard benefit
policies or plans, including its Employee Stock Purchase plan,
according to their terms. Subject to the provisions of
Section 4.1(d) of this Agreement, these policies may be
modified or terminated from time to time by Company, but not
retroactively. The written terms of the policies shall govern
any questions of eligibility, coverage, or duration of
coverage.
2.3
INCENTIVE
COMPENSATION .
As an incentive to performance, Executive shall be eligible to
receive initiative compensation and/or benefits as
follows:
a.
Executive shall be eligible to
participate in Company’s Management Incentive Plan (the
“Plan”) as it is established annually by the Board of
Directors. Pursuant to the Plan, Executive’s incentive
target for calendar year 2008 shall be thirty-five percent (35%) of
Executive’s base salary for calendar year 2008.
Executive’s incentive compensation for calendar year 2008
under the Plan, if any, will be determined as soon as practical
after December 31, 2008, and will be paid to Executive in a
lump sum, less any withholdings or deductions, on or before
March 31, 2009.
b.
The Company’s Board of
Directors has approved that Executive shall be entitled to receive
(i) a stock option grant exercisable for 150,000 shares, which
shall vest as to 28% on December 10 th , 2009,
and 2% will vest each month thereafter; and (ii) 15,000 shares
of restricted stock, which shall vest as to 25% on the one-year
anniversary of grant date of December 10 th , 2008,
and as to additional increments of 25% on each anniversary
thereafter, which shall be more fully set forth in a Restricted
Stock Agreement that you will be provided separately.
2.4
VACATION.
Executive shall initially
receive twenty (20) days of vacation per year.
2.5
BUSINESS
EXPENSES. The
Company will reimburse Executive for all reasonable, ordinary, and
necessary expenses incurred by him in the performance of his
duties
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hereunder, provided that Executive
accounts to Company for such expenses in a manner normally
prescribed by Company for reimbursement of expenses. Such
reimbursement requests must be accompanied by the appropriate
documentation and shall be subject to review by Company’s
President and Chief Executive Officer.
ARTICLE III.
DUTIES OF
EXECUTIVE
3.1
SERVICES
. Executive shall perform all duties and
obligations charged to Executive by the Board of Directors of
Company, as the same may be determined from time to time. The
Board shall assure adequate time, resources, and authority for
Executive to reach goals mutually agreed upon by Company and
Executive.
3.2
TIME AND EFFORT
. Executive shall devote his
full time and effort to the business of Company. Executive
shall perform the duties and obligations required of Executive
hereunder in a competent, efficient, and satisfactory manner at
such hours and work conditions as the performance of these duties
may require.
3.3
ARTICLES AND
BY-LAWS . Executive shall act in accordance with so
as to abide by the Articles of Incorporation of Company, the Bylaws
of Company and all decisions of the Board of Directors of
Company.
3.4
CONFIDENTIALITY AND
LOYALTY . Executive acknowledges that during the
course of his employment he has produced and may produce and have
access to material, records, data, and information not generally
available to the public (“Confidential Information”)
regarding Company, its customers and affiliates. Accordingly,
during and subsequent to the termination of this Agreement,
Executive shall hold in confidence and not directly or indirectly
disclose, use, copy, or make lists of any such confidential
information, except to the extent authorized in writing by Company,
or as required by law or any competent administrative agency or as
otherwise is reasonable necessary or appropriate in connection with
the performance by Executive of his duties pursuant to this
Agreement. Upon termination of his employment under this
Agreement, Executive shall promptly deliver to Company (i) all
records, manuals, books, documents, letters, reports, data,
calculations, and all copies of any of the foregoing which are the
property of Company and (ii) all other property of Company and
Confidential Information which in any of these cases are in his
possession or under his control. Executive agrees to abide by
Company’s reasonable policies as in effect from time to time,
respecting avoidance of interests conflicting with those of
Company.
3.5
WORKS MADE FOR
HIRE .
Executive acknowledges and agrees that any and all works of
authorship by Executive made pursuant to this Agreement or any
prior agreements are within the scope of services to be provided to
Company and shall constitute “works made for hire” as
defined by the Copyright Act of 1976, Title 17 of the United States
Code, as now enacted or hereinafter amended. To the extent
Employee retains any rights of any nature in any Work Product,
Employee hereby assigns to Company all of Employee’s right,
title, and interest (including but not limited to all
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patent, copyright, trade secret, and
moral rights) in and to all Work Products prepared by Employee,
whether patentable or not, made or conceived in whole or in part by
Employee within the scope of Employee’s employment by
Company, or that involve the use of Confidential Information.
Accordingly, Executive acknowledges and agrees that Company shall
be the sole and exclusive owner of any and all
copyright(s) with respect to such works of authorship and that
Executive shall not be entitled to any additional compensation over
and above the compensation set forth herein or otherwise already
received by Executive unless otherwise agreed in writing by
Company. If any work of authorship created hereunder or prior
to hereto is not deemed to be a “work made for hire,”
Executive hereby assigns all right, title, and interest therein to
Company. Executive is hereby notified that this assignment of
Work Product does not include any invention where
(i) Executive did not use the equipment, supplies, facility or
trade secret information of Company; (ii) Executive developed
the invention on his own time; (iii) the invention does not
directly relate to the business of Company or Company’s
actual or anticipated research or development; and (iv) the
invention did not result from any work performed for
Company.
3.6
COMPANY TO HOLD PROPRIETARY
RIGHTS . Furthermore, and without limiting the foregoing,
Executive acknowledges and agrees that all proprietary rights,
including, without limitation, all patent, trademark, trade secret,
copyright, and other rights, which may exist in connection with any
and all inventions, ideas, and works created or conceived by
Executive for Company, either before or after the date hereof,
shall be the sole and exclusive property of Company and Executive
shall have no further rights therein and, to the extent necessary,
assigns all such
