**Exhibit 10.20**

 

December 10,2008

 

RezaA. Ghanbari, Ph.D

3144Northview Road

Wayzata,MN  55391

 

DearRay,

 

Onbehalf of Vital Images, Inc., I am pleased to offer you the full-timeposition of Executive Vice President, Strategy and Products*,*reporting directly to me.  Your basesalary will be $10,416.67 semi-monthly, which annualizes to $250,000.   Yourstart date will be December 10, 2008. This offer letter will expire on December 10, 2008.

 

Inaddition to your base salary, you will be eligible for the management bonusprogram.   Your management bonus incentivetarget for calendar year 2008 will be 35% of base pay.  Awards under the management bonus incentiveplan will be based on achievement of a combination of both company and personalperformance goals. Moreover, there is an opportunity for the bonus payout to bemore than your incentive target, based on overachievement of Company goals.Payouts under the management incentive bonus plan are expected to be made toqualifying employees on a lump sum basis on or before March 15, 2009.   Please be advised that Vital Images reservesthe right, without prior notice, to make any changes to the manager bonusprogram at its discretion, of which you will be notified.

 

Additionally,the Company will pay you a signing bonus of $25,000.  Appropriate taxes will be withheld on thisbonus.  Should you leave the Companyvoluntarily within one year after your start date; the sign-on bonus must berepaid to the Company.

 

In addition to your salary, management willrecommend that you receive non-qualified options to purchase 150,000 shares ofVital Images Common Stock and 15,000 shares of restricted stock.The grants will be priced as of your start date with Vital Images (orthe first preceding trading date, if the markets are closed on your start date)and will be under our standard terms and conditions for such grants.

 

Uponjoining Vital Images, you will be eligible to participate in the Company’sfringe benefit program. Specifically, you will accrue 1.66 days 

 

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permonth (.833 days per pay period) which equals 20 days (4 weeks) of vacation peryear. You will also receive ten

(10) paidholidays per calendar year.   Medical, Dental, and DisabilityInsurance will be effective the first of the month following the startdate.  You may participate in the Vital Images Employee Stock PurchasePlan the first day of any quarter, and the Vital Images 401(k) plan thefirst day of the month, following a three-month waiting period.  Please beadvised that Company fringe benefit programs are subject to change as a matterof Company policy.

 

Initially,your position will be based in our corporate offices in Minnetonka, MN. After June 2009,you may be based out of any US city you wish, with reasonable business travelas required.

 

Incompliance with the Immigration Reform and Control Act, all new employees arerequired to provide proof of work eligibility and identification. In order tosatisfy these requirements, certain documents must be presented within 72 hoursof your start date.  Please review thelist, which is attached to the Form I-9, of appropriate documentation andbring these with you on your first day of employment.

 

Youshould be aware that your employment with Vital Images is for no specifiedperiod and constitutes at will employment. As a result, you are free to resign at any time, for any reason or forno reason.  Similarly, Vital Images isfree to conclude our employment relationship with you at any time, with orwithout cause, and with or without notice.

 

Thisoffer of employment is contingent upon successful completion of a backgroundinvestigation by the Human Resources Department at Vital Images.  Confirmation of completion of theinvestigation will be provided to you as soon as the investigation is complete.

 

Toaccept this offer of employment, please sign below and return one copy of thisletter as soon as possible in the enclosed envelope, along with your signednon-disclosure agreement.

 

Ray,we are excited about having you on the Vital Images’ team.  We are confident that you will contribute toour Company’s growth and that we can provide a challenging and rewarding workenvironment to further your professional career.

 

Sincerely,

 
| /s/  Michael H. Carrel             |               |
|------------------------------------|--------------------|
|                               |
| Michael  Carrel                    |
| President/Chief  Executive Officer |
|                               |
|                               |
| Accepted  by                       | /s/  Reza Ghanbari |   | Date |           12/10/08 |
|                                    |                    |  |  |  |

 

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