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Exhibit 10.22
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
Antonia Wells
80 Park Lane Circle
Richmond Hill, ON
L4C 6S8
Dear Antonia:
On behalf of Merge
Healthcare Incorporated (“Merge Healthcare” or the
“Company”), I’m very pleased to offer you
employment as President, Merge OEM, reporting to Justin Dearborn,
CEO.
Please read this offer
carefully. If it accurately sets forth our understanding, please
sign it and the attached Employee Confidentiality and Intellectual
Property Assignment Agreement and return it to me at your earliest
convenience. If you have any questions or concerns, please let me
know so we can clarify same.
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The following points
detail the compensation plan we are offering for this important
role:
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Base
Compensation:
Start Date:
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$200,000 CDN per year base pay
(bi-weekly payroll, 26 pay periods per year).
June 5, 2008 |
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Bonus:
Term:
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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.
Your employment as President, Merge OEM, commences June 5
th , 2008 and
shall be of indefinite duration, but may be terminated in
accordance with the
Termination provisions outlined below. |
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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. You agree and acknowledge that if
your employment
is terminated for any reason whatsoever, you will not be entitled
to compensation
for any loss of value for stock options resulting from such
termination. |
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Termination:
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Your employment shall end on the
earliest of: |
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(i) |
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Your resignation, in which case you agree to provide four
(4) weeks written advance notice of your intention to resign.
Such notice is solely for the benefit of Merge Healthcare and may
be waived, in whole or in part, by Merge Healthcare; |
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(ii) |
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Your termination by Merge Healthcare for just cause as
recognized by the laws of the province of Ontario, in which case
Merge Healthcare shall only be required to pay you to the date of
your termination; |
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(iii) |
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Your termination by Merge Healthcare for any other reason
besides just cause, in which you will be entitled to the greater of
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(a) the minimum amounts of notice and severance as prescribed
by the Ontario Employment Standards Act, 2000; or
(b) Salary continuation for a period of 12 months based
upon your annualized salary as of the date of your termination,
payable in accordance with the Company’s normal payroll
practice at the time of termination, subject to all usual payroll
deductions. Benefit continuation will be for the period of notice
prescribed under the Employment Standards Act, 2000;
thereafter, only such benefits that are permitted by the group
insurance carrier beyond the Employment Standards Act, 2000
notice period will be continued until such time as you commence
alternate employment or the end of the 12 month salary
continuation period, whichever first occurs. In order to obtain any
amounts in excess of that which is prescribed by the Ontario
Employment Standards Act, 2000 , you will be required to
execute a full and final release in favour of Merge Healthcare
(including its officers, directors, employees, subsidiaries and
affiliates) and honour your obligations of Non-Competition and
Non-solicitation for a period of 12 months as specified
below.
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(iv) |
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Disability, which means your ability to perform the essential
duties of your position for a period of 180 days in a 365 day
period, in which case the Company may elect to treat your
disability as frustrating the contract of employment. The Company,
however, will fully honor its obligation to accommodate your
disability and will endeavor to work with you, your physicians and
other medical personnel, in order to facilitate your return to work
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