**Exhibit 10.22**

 

**EMPLOYMENT AGREEMENT**

 

**THIS AGREEMENTmade and entered into as of the 1st day of October, 2009, by and between VitalImages, Inc. (“Company”) and Aaron Erkan Akyuz (“Executive”). Thisagreement supersedes and succeeds the Canadian employment agreements signed on August 13,2009 titled EMPLOYEE OFFER LETTER and the CONFIDENTIALITY, ASSIGNMENT ANDNON-COMPETITION AGREEMENT.  The Canadianemployment agreements will no longer be of effect between the parties as of thedate of effectiveness of this agreement.**

 

**W I T N E S S E T H:**

 

WHEREAS,Company desires to retain the services of Executive for and on behalf ofCompany on the terms and subject to the conditions set forth herein.

 

WHEREAS,each of the parties acknowledge that they are receiving good and valuableconsideration for entering into this Employee Agreement and Executiveacknowledges that this Employment Agreement, including the non-disclosureagreement set forth herein, was negotiated between the parties hereto and thatExecutive received bargained for consideration in the form of benefitsresulting to Executive from the terms and conditions of such employment, inexchange for entering into this Employment Agreement.

 

NOW,THEREFORE, in consideration of the mutual covenants contained herein, thesufficiency of which is hereby acknowledged, the parties hereto agree asfollows:

 

**ARTICLE I.**

 

**EMPLOYMENT AND TERM**

 

1.1                                 **EMPLOYMENT****.**  Upon the terms subject to the conditionsherein contained, Company hereby employs Executive as Executive Vice Presidentof Research and Development, and Executive hereby accepts such employment,subject to the supervision of the President and Chief Executive Officer of theCompany.  Executive shall devote his bestskill and efforts (reasonable sick leave and vacations excepted) to theperformance of his duties under this Agreement.

 

1.2                                 **TERM****.**  This Agreement shall take effect upon thedate first above written, and shall remain in effect as “at-will” employmentuntil terminated in accordance with Article IV.  Upon termination of this Agreement, except asotherwise provided herein, neither the Company nor Executive shall have anyfurther 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 

 

  AA     Executive 

  MHC  Company

 

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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                                 **BASESALARY****.**  In exchange for the provision of services,Company agrees that it will pay Executive commencing October 1, 2009 atthe rate of $250,000 USD per year, payable in accordance with standard paypractices of Company, less any applicable withholdings or deductions.

 

2.2                                 **BENEFITS**.  In addition to the compensation set forthunder Section 2.1, Executive shall be entitled to participate in any ofCompany’s standard benefit policies or plans, including its Employee StockPurchase 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, butnot retroactively.  The written terms ofthe policies shall govern any questions of eligibility, coverage, or durationof coverage.

 

2.3                                 **INCENTIVECOMPENSATION**.  As anincentive to performance, Executive shall be eligible to receive initiativecompensation and/or benefits as follows:

 

a.                                       Executive shallbe 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 incentivetarget for calendar year 2009 shall be thirty-five percent (35%) of Executive’sbase salary for calendar year 2009. Executive’s incentive compensation for calendar year 2009 under thePlan, if any, will be determined as soon as practical after December 31,2009, and will be paid to Executive in a lump sum, less any withholdings ordeductions, on or before March 31, 2010.

 

2.4                                 **VACATION.**  Executive shall initially receive twenty (20)days of vacation per year.

 

2.5                                 **BUSINESSEXPENSES.**  The Companywill reimburse Executive for all reasonable, ordinary, and necessary expensesincurred by him in the performance of his duties hereunder, provided thatExecutive accounts to Company for such expenses in a manner normally prescribedby Company for reimbursement of expenses. Such reimbursement requests must be accompanied by the appropriatedocumentation and shall be subject to review by Company’s President and ChiefExecutive Officer.

 

  AA     Executive 

  MHC  Company

 

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**ARTICLE III.**

 

**DUTIES OF EXECUTIVE**

 

3.1                                 **SERVICES****.**  Executive shall perform all duties andobligations charged to Executive by the President and Chief Executive Officerof Company, as the same may be determined from time to time.  The President and Chief Executive Officer shallassure adequate time, resources, and authority for Executive to reach goalsmutually agreed upon by Company and Executive.

 

3.2                                 **TIMEAND EFFORT**.  Executiveshall devote his full time and effort to the business of Company.  Executive shall perform the duties andobligations required of Executive hereunder in a competent, efficient, andsatisfactory manner at such hours and work conditions as the performance ofthese duties may require.

 

3.3                                 **ARTICLESAND BY-LAWS****.**  Executive shall act in accordance with so asto abide by the Articles of Incorporation of Company, the Bylaws of Company andall decisions of the Board of Directors of Company.

 

3.4                                 **CONFIDENTIALITYAND LOYALTY****.**  Executive acknowledges that during the courseof his employment he has produced and may produce and have access to material,records, data, and information not generally available to the public (“ConfidentialInformation”) regarding Company, its customers and affiliates.  Accordingly, during and subsequent to thetermination of this Agreement, Executive shall hold in confidence and notdirectly or indirectly disclose, use, copy, or make lists of any suchconfidential information, except to the extent authorized in writing byCompany, or as required by law or any competent administrative agency or asotherwise is reasonable necessary or appropriate in connection with theperformance by Executive of his duties pursuant to this Agreement.  Upon termination of his employment under thisAgreement, Executive shall promptly deliver to Company (i) all records,manuals, books, documents, letters, reports, data, calculations, and all copiesof any of the foregoing which are the property of Company and (ii) allother property of Company and Confidential Information which in any of thesecases are in his possession or under his control.  Executive agrees to abide by Company’sreasonable policies as in effect from time to time, respecting avoidance ofinterests conflicting with those of Company.

 

3.5                                 **WORKSMADE FOR HIRE**.  Executiveacknowledges and agrees that any and all works of authorship by Executive madepursuant to this Agreement or any prior agreements are within the scope ofservices 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, asnow enacted or hereinafter amended.  To the extent Employee retains any rights of anynature in any Work Product, Employee hereby assigns to Company all of Employee’sright, title, and interest (including but not limited to all patent, copyright,trade secret, and moral rights) in and to all Work Products prepared byEmployee, whether patentable or not, made or conceived in whole or in part byEmployee within the scope of Employee’s employment by Company, or that involvethe use of Confidential Information.  Accordingly,Executive acknowledges and agrees that 

 

  AA     Executive 

  MHC  Company

 

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Company shall be the sole and exclusive owner of any and all copyright(s) withrespect to such works of authorship and that Executive shall not be entitled toany additional compensation over and above the compensation set forth herein orotherwise already received by Executive unless otherwise agreed in writing byCompany.  If any work of authorshipcreated hereunder or prior to hereto is not deemed to be a “work made for hire,”Executive hereby assigns all right, title, and interest therein toCompany.  Executive is hereby notified that this assignment of WorkProduct does not include any invention where (i) Executive did not use theequipment, supplies, facility or trade secret information of Company; (ii) Executivedeveloped the invention on his own time; (iii) the invention does notdirectly relate to the business of Company or Company’s actual or anticipatedresearch or development; and (iv) the invention did not result from anywork performed for Company.

 

3.6                                 **COMPANYTO HOLD PROPRIETARY RIGHTS****. **Furthermore, and without limiting the foregoing, Executive acknowledgesand agrees that all proprietary rights, including, without limitation, allpatent, trademark, trade secret, copyright, and other rights, which may existin connection with any and all inventions, ideas, and works created orconceived by Executive for Company, either before or after the date hereof,shall be the sole and exclusive property of Company and Executive shall have nofurther rights therein and, to the extent necessary, assigns all such rights toCompany.  All patent, copyright, andother rights in such inventions, ideas, and works shall be the property ofCompany, who shall have the sole right to seek patent, copy, registered designor other protection in connection therewith. Executive shall at Company’s reasonable expense do all things andexecute all such documents as Company may reasonably require to vest in Companythe rights and protection herein described.

 

3.7                                 **RESTRICTIONON COMPETITION**.  Executive agrees that for a period of twelve (12)months from the date of Executive’s termination of employment with the Company,irrespective of the reasons for termination, Executive shall not, directly orindirectly, and regardless of whether Executive is acting as owner,partner, stockholder, employee, broker, agent, principal, trustee, corporateofficer, director, consultant or in any other capacity, do any of the following: 

 

(1) Own, manage, operate, join, control, consult with, participatein the ownership, operation or control of, be employed by, or be connected inany manner with any person or entity which manufactures, sells, solicits,offers, offers to provide, or provides any Competitive Products and Services,unless such employment is by a large diversified entity and on a basis suchthat Executive will have no involvement whatsoever with the provision ofCompetitive Products and Services during the Restricted Period. For purposes ofthis Agreement, “Competitive Products and Services” shall mean all products andservices similar to those actively being sold by the Company at the time ofEmployee’s termination or under development for release within twelve (12)months of such termination.

 

(2) Solicit customersor the business of any person, firm, corporation or other entity who is or whowas a customer or account of Company or any of Company’s affiliates andsubsidiaries while Employee was employed by Company, including but not limitedto resellers or distributors of Company products or services, or acceptbusiness from any 

 

  AA     Executive 

  MHC  Company

 

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person, firm, corporation orother entity who is or who was a customer or account of Company or any ofCompany’s affiliates and subsidiaries while Executive was employed by Company,for the purpose of selling to such customer or account any Competitive Productor Service; and 

 

(3) Induce or seek toinduce any person employed with Company or its affiliates as of the SeparationDate to discontinue that person’s employment with Company and/or solicit,recruit, hire or participate in any other person’s or entity’s effort to hirean employee of Company.

 

3.8                                 **REMEDIES****.**  Executive agrees and understands that anybreach of any of the covenants or agreements set forth in this ARTICLE III ofthis Agreement will cause Company irreparable harm for which there is noadequate remedy at law, and, without limiting whatever other rights and remediesCompany may have under this paragraph, Executive consents to the issuance of aninjunction in favor of Company enjoining the breach of any of the aforesaidcovenants or agreements by any court of competent jurisdiction.  If any or all of the aforesaid covenants oragreements are held to be unenforceable because of the scope or duration ofsuch covenant or agreement or the area covered thereby, the parties agree thatthe court making such determination shall have the power to reduce or modifythe scope, duration, and/or area of such covenant to the extent that allows themaximum scope, duration, and/or area permitted by applicable law.

 

**ARTICLE IV.**

 

**TERMINATION**

 

4.1                                 **RESIGNATIONOF EXECUTIVE**.  Executivemay resign his employment at any time for any reason upon fifteen (15) daysadvance written notice to the President and Chief Executive Officer.  If Executive resigns his employment withoutGood Reason (as that term is defined below), he shall not be entitled to severancepay.  If Executive resigns his employmentfor Good Reason, the Company shall pay Executive the severance pay set forth inSection 4.2 below provided Executive agrees to release any claims he mayhave against the Company in exchange for receipt of severance pay.  For purposes of the Agreement, Good Reasonshall mean the occurrence of any of the following events, which the Company hasnot cured within thirty (30) days of notice thereof:

 

a.                                       A materialbreach of this Agreement or any other written agreement with the Executive bythe Company;

 

b.                                      A materialadverse change in Executive’s status or position as an executive officer of theCompany as a result of a material diminution in Executive’s duties,responsibilities, or authority as of the date of this Agreement (except inconnection with the termination of Executive’s employment in accordance with Section 4.3hereof);

 

c.                                       A reduction bythe Company of the Executive’s base salary as the same may be increased fromtime to time;

 

d.                                      Withoutreplacement by a plan providing benefits to Executive equal to or greater thanthose discontinued or by payment of cash in lieu of such 

 

  AA     Executive 

  MHC  Company

 

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benefits, the failure by the Company to continue in effect, within itsmaximum stated term, any employee benefit plan in which Executive isparticipating in prior to the date of this Agreement or taking of any action bythe Company that would adversely affect Executive’s participation or materiallyreduce Executive’s benefits under all such plans; provided, however, that GoodReason shall not include changes, modifications, and terminations of theCompany’s standard benefit policies and plans which are generally applicable tothe Company’s officers and employees; or

 

e.                                       The Company’srequiring Executive to be based anywhere other than that Minneapolis/St. Paul,Minnesota metropolitan statistical area, except for required travel on theCompany’s business.

 

4.2                                 **TERMINATIONBY COMPANY**.  Companyshall have the right to terminate Executive’s employment without notice andwith or without Cause, as that term is defined below.  If Company terminates Executive’s employmentwithout cause, Company shall pay Executive nine (9) months of severancepay based on Executive’s base salary at the time of termination providedExecutive agrees to release any claims he may have against the company,pursuant to Company’s standard release agreement for such circumstances, inexchange for the receipt of severance pay. Executive’s severance pay, if any, shall be payable in one lump sum,less any applicable withholdings or deductions, within ten (10) days afterthe expirations of any applicable rescission periods.  If Company terminates Executive’s employmentwith Cause, Executive shall not receive severance pay.

 

MedicalInsurance Benefits.  If Executive is eligible for severance payhereunder, Company, pursuant to federal and state law, will also provide, for aperiod of nine (9) months following Executive’s termination date (“BenefitsPeriod”), a continuation of the group medical and dental insurance coverage onthe same basis as it was previously provided to Executive by Company. Through the earlier of (i) Executive’s participation in equivalent groupmedical and dental insurance benefits with a new employer or (ii) the endof the Benefits Period, Company will pay that portion of the premium for groupmedical and dental insurance that it paid during Executive’s employment, withthe remainder to be paid by Executive.  After such conclusion, Executivewill be required to pay for all such benefits for the remainder of the periodin which Executive is eligible for COBRA, if any, should Executive elect tocontinue COBRA coverage.

 

Notwithstandinganything in this Agreement to the contrary, if all or any portion of the severancepay described in this Section 4.2 is subject to the requirements of Code Section 409Aand the Company determines that Executive is a “specified employee” as definedin Code Section 409A as of the date of Executive’s termination ofemployment, such payments shall not be paid or commence earlier than the firstday of the seventh month following the date of Executive’s termination ofemployment.

 

4.3                                 **TERMINATIONFOR CAUSE****.**  Notwithstanding anything contained in thisAgreement to the contrary, Company shall have the right to terminate theemployment of Executive for Cause.  Causemeans:

 

  AA     Executive 

  MHC  Company

 

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a.                                       Executive’sgross misconduct;

 

b.                                      Executive shallinexcusably violate or willfully refuse to obey the lawful and reasonableinstructions of the President and Chief Executive Officer or the Board ofDirectors of the Company; or

 

c.                                       Executive’sconviction (including a plea of nolo contendere) of willfully engaging inillegal conduct constituting a felony or gross misdemeanor under federal orstate law which is materially and demonstrably injurious to the Company orwhich impairs Executive’s ability to perform substantially his duties for theCompany.

 

Anact, or failure to act, will be considered “gross” or “willful” for thispurpose only if done, or omitted to be done, by Executive in bad faith andwithout reasonable belief that it was in, or not opposed to, the best interestsin the Company.  Any act, or failure toact, based upon authority given pursuant to a resolution duly adopted by theCompany’s Board of Directors (or a committee thereof) or based upon the adviceof counsel for the Company will be conclusively presumed to be done, or omittedto be done, by Executive in good faith and in the best interests of theCompany.  It is also expressly understoodthat Executive’s attention to matters not directly related to business of theCompany will not provide a basis for termination for Cause so long as the Boarddid not expressly disapprove in writing of Executive’s engagement in suchactivities either before or within a reasonable period of time after the Boardknew or could have reasonably known the Executive engaged in thoseactivities.  Notwithstanding theforegoing, Executive may not be terminated for Cause unless and until there hasbeen delivered to him a copy of a resolution duly adopted by the affirmativevote of not less than a majority of the entire membership of the Board at ameeting of the Board called and held for the purpose (after reasonable noticeto Executive and an opportunity for him, together with his counsel, to be heardbefore the Board), finding that in the good faith opinion of the BoardExecutive was guilty of the conduct set forth above in clauses a., b., or c. ofthis definition and specifying the particulars thereof in detail.

 

Wherethe employment of the Executive is terminated pursuant to this Article IV,Section 4.3 of this Agreement, such termination shall be effective uponthe delivery of notice thereof to Executive.

 

4.4.                              **SURVIVINGRIGHTS**. Notwithstanding the termination of Executive’s employment, the partiesshall be required to carry out any provisions hereof which contemplateperformance subsequent to such termination; and such termination shall not affectany liability or other obligation which shall have accrued prior to suchtermination, including, but not limited to, any liability for loss or damage onaccount of a prior default.

 

4.5.                              **COOPERATIONAND NON-DISPARAGEMENT****.**  Executive agrees that, during the term of thisAgreement and for three (3) years following the termination of hisemployment, Executive will (i) assist and cooperate with the Companyregarding any claims or disputes involving matters within the knowledge orresponsibilities of 

 

  AA     Executive 

  MHC  Company

 

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Executive; and (ii) not in any way or by any means disparage theCompany, the members of the Company’s Board of Directors or the Company’sofficers and employees.

 

4.6.                              **DISCLOSURE****.**  Executive agrees that, during the term of thisAgreement and for three (3) years following the termination of hisemployment, Executive will inform any new employer or other person or entitywith whom he enters into a business relationship, before accepting employmentor entering into a business relationship, of the post-employment restrictionsand obligations contained in this Agreement, including but not limited to theexistence of Articles 3.4, 3.5, 3.7 and 4.5 above.

 

**ARTICLE V.**

 

**GENERAL PROVISIONS**

 

5.1                                 **NOTICES**.  All notices, requests, and othercommunications shall be in writing and except as otherwise provided herein,shall be considered to have been delivered if personally delivered or whendeposited in the United States mail, first class, or certified or registered,postage prepaid, return receipt requested, addressed to the proper party at itsaddress set forth below, or to such other address as such party may hereafterdesignate by written notice to the other party:

 
| a.     | If to Company, to:   | Vital Images, Inc.            |
|--------|----------------------|------------------------------------|
|   |                 | 5850  Opus Parkway, Suite 300 |
|   |                 | Minnetonka,  MN 55343              |
|   |                 | Attention:  President and CEO      |
|   |                 |                               |
| b.     | If to Executive, to: | Aaron  Erkan Akyuz                 |
|   |                 | 3121  West 69th Street             |
|   |                 | Apt.  218                          |
|   |                 | Edina,  MN 55345                   |

 

5.2                                 **WAIVER,MODIFICATION, or AMENDMENT**.  No waiver, modification, or amendment of anyterm, condition, or provision of this Agreement shall be valid or of any effectunless made in writing, signed by the party to be bound or its duly authorizedrepresentative and specifying with particularity the nature and extent of suchwaiver, modification, or amendment.  Anywaiver by any party of any default of the other shall not effect, or impair anyright arising from, any subsequent default. Nothing herein shall limit the rights and remedies of the parties heretounder and pursuant to this Agreement, except as hereinbefore set forth.  Notwithstanding anything in this Agreement tothe contrary, the Company expressly reserves the right to amend this Agreementto the extent necessary to comply with Code Section 409A, as it may beamended from time to time, and the regulations, notices and other guidance ofgeneral applicability issued thereunder.

 

5.3                                 **ENTIREAGREEMENT**.  ThisAgreement together with the offer letter dated August 5, 2008 contains theentire understanding of the parties hereto in respect of transactions 

 

  AA     Executive 

  MHC  Company

 

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contemplated hereby and supersedes all prior agreements andunderstandings between the parties with respect to such subject matter.

 

5.4                                 **INTERPRETATIONAND SEVERANCE**.  Theprovisions of this Agreement shall be applied and interpreted in a mannerconsistent with each other so as to carry out the purposes and intent of theparties hereto, but if for any reason any provision hereof is determined to beunenforceable or invalid, such provision or such part thereof as may beunenforceable or invalid shall be deemed severed from this Agreement and theremaining provisions shall be carried out with the same force and effect as ifthe severed provision or part thereof had not been a part of this Agreement.

 

5.5                                 **GOVERNINGLAW**.  This Agreement shall beconstrued and enforced in accordance with the laws of the State of Minnesota.

 

5.6                                 **ASSIGNMENT**.  Executive acknowledges that Executive’sservices are unique and personal. Accordingly, Executive may not assign Executive’s rights or delegateExecutive’s duties or obligations under this Agreement.  Company’s rights and obligations under thisAgreement shall inure to the benefit of and shall be binding on Company’ssuccessors and assigns.

 

INWITNESS WHEREOF, the parties hereto have executed this Agreement as of the dayand year first above written by signature below and initialization of each page.

 

 
|   | VITAL  IMAGES, INC.: |
|--------|----------------------|
|   |                 |   |
|   |                 |   |
|   | By                   | /s/  Michael H. Carrel |
|   |                 | Michael  H. Carrel |
|   |                 | President  and Chief Executive Officer |
|   |                 |   |
|   |                 |   |
|   | EXECUTIVE:           |
|   |                 |   |
|   |                 |   |
|   | By                   | /s/  Aaron Akyuz |
|   |                 | Aaron  Erkan Akyuz |

 

  AA     Executive 

  MHC  Company

 

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