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Exhibit 10.19
MERGE HEALTHCARE INCORPORTED
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6737 W. Washington Street
Milwaukee, WI 53214-3151, U.S.A.
(414) 977-4000 phone (414) 977-4020
fax
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July 3, 2008
Justin Dearborn
6737 W. Washington Street
Milwaukee, WI 53214
Dear Justin:
On behalf of Merge
Healthcare, I’m very pleased to confirm your acceptance of
our offer for the position of Chief Executive Officer, reporting to
Merge Healthcare Board of Directors. The following points detail
the compensation plan we have agreed to for this important
role:
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Base
Compensation:
Start Date:
Term:
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$250,000 per year base pay (2 pay
periods per month,
15 th and last business day of the month).
June 5, 2008
The employment relationship is “at will” and
therefore
can be terminated by either you or the company at any
time for any reason not prohibited by law. |
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Bonus:
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Bonus target of 100% of base salary.
Achievement of
bonus will be tied to factors defined by the
Compensation Committee, and could result in a bonus
amount which is more or less than the targeted bonus.
Payable annually. |
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Stock Options:
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400,000 options granted. Options will
vest at 25% per
year on the anniversary of the grant date. These
options are non-qualified with a 6 year term. All
options will vest upon a change in control of the
Company. Notwithstanding the above, the terms and
conditions of the options will be set forth in the 2005
Equity Plan and the stock option award agreement. |
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Severance:
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Conditioned on your execution of a
release agreement
approved by the company, 12 months of severance will be
paid if the company terminates your employment other
than for cause as determined by the company, or due to
your death or disability. The 12 months includes base
salary only, no bonus. The 12 months severance will be
paid following your separation from service (within the
meaning of Internal Revenue Code Section 409A, applying
the default rules thereof) in accordance with the
Company’s normal payroll practice. However, if you are
a specified employee (within the meaning of Code Section
409A) on the date of your separation from service and
if, during the first six months of severance, your
severance payments will exceed two times your prior
year’s base salary or two times the Code Section
401(a)(17) compensation limit in effect for the year of
your separation, whichever is less, then the severance
payments in excess of such limit that would have
otherwise been paid during the first six months
following your separation from service will instead be
accumulated and paid in a lump sum on the first day of
the seventh month following the month of your separation
from service. |
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Employee
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