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Exhibit 10.20
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
Steven Oreskovich
6737 W. Washington Street
Milwaukee, WI 53214
Dear Steve,
On behalf of Merge
Healthcare, I’m very pleased to confirm your acceptance of
our offer for the position of Chief Financial Officer, reporting to
Justin Dearborn, CEO. The following points outline the compensation
plan we are offering for this important role:
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Base
Compensation:
Start Date:
Term:
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$200,000 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 50% 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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200,000 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 Review:
Stock Purchase Plan:
Vacation Time:
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Performance and compensation will be
reviewed annu |
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