**Exhibit 10.2**

 

Schedule ofExecutive Officer Compensation

 

Set forth below is adescription of the compensation that the Board of Directors of Vital Images, Inc.determined to pay to its named executive officers (defined in Item 402(a)(3) ofRegulation S-K) in their current positions for the year ending December 31,2006.

 

 
| **Name**                                                                     | ** ** | **2006 Base  Salary****(1)** | ** ** | **Securities Underlying 2006  Stock Option Awards(#)****(2)** | ** ** | **Securities Underlying 2006  Restricted Stock Awards(#)****(3)** | ** ** |
|------------------------------------------------------------------------------|------------|------------------------------|------------|---------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|
| Jay  D. Miller, President and Chief Executive Officer                        |       | $                            | 320,000    |                                                          | 25,000     |                                                              | 4,000      |   |
| Michael  H. Carrel, Chief Operating Officer and Chief Financial Officer      |       | $                            | 240,000    |                                                          | 10,000     |                                                              | —     |   |
| Susan  A. Wood, Executive Vice President, Marketing and Clinical Development |       | $                            | 195,000    |                                                          | 5,000      |                                                              | —     |   |
| Philip  I. Smith, Executive Vice President, Corporate Development            |       | $                            | 195,000    |                                                          | 10,000     |                                                              | —     |   |
| Steven  P. Canakes, Executive Vice President, Global Sales                   |       | $                            | 190,000    |                                                          | 10,000     |                                                              | 1,000      |   |
| Stephen  S. Andersen, Vice President, Vital Images Europe                    |       | $                            | 170,000    |                                                          | 5,000      |                                                              | 500        |   |
| Jeremy  A. Abbs, Vice President, Quality and Customer Satisfaction           |       | $                            | 155,000    |                                                          | 7,500      |                                                              | 500        |   |

 

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(1)  In addition,each Executive Officer has a bonus target equal to up to 50% of his base salary(60% in the case of the President and Chief Executive Officer). Of the totalamount of the potential bonus, 75% is based on the Company achieving certainfinancial targets, and 25% is based on the achievement of individual goals andobjectives. All Executive Officer bonuses are subject to the discretion of theBoard.

 

(2)  Under the VitalImages, Inc. 1997 Stock Option and Incentive Plan, each Executive Officerhas been granted stock option awards for the number of shares noted. Stock option awards vest at 28% in the firstyear from the grant date, and 2% per month thereafter. The stock options have aterm expiring on March 9, 2014, and the $32.14 per share exercise price ofthe options is equal to the fair market value of the Company’s common stock onthe date each option was granted.

 

(3)  Under the VitalImages, Inc. 1997 Stock Option and Incentive Plan, each Executive Officer has been granted restricted stock awards for thenumber of shares noted. Restricted stock awards vest as to 25% of the number ofshares subject to the restricted stock award per year, beginning one year fromthe date of grant and continuing until four years from the date of grant.

 

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