**Exhibit 10.21**

 

September 25,2009

 

AaronErkan Akyuz

 

DearErkan,

 

Onbehalf of Vital Images, Inc., I am pleased to offer you the full-timeposition of Executive Vice President of Research and Development reportingdirectly to me.  Your base salary will be$10,416.67 semi-monthly, which annualizes to $250,000 USD.  Your start date will be October 1, 2009.  This offer letter will expire on September 30,2009.

 

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.

 

Inaddition to your Base Salary, you will be eligible for the Management IncentivePlan (the “Plan”). Your incentive target for calendar year 2009 will be 35% ofbase pay (prorated based on your start date). Awards under the Plan will be based on achievement of a combination ofboth company and personal performance goals. Moreover, there is an opportunityfor the award to be more than your incentive target, based on overachievementof Company goals. Payouts under the Plan are expected to be made to qualifyingemployees on a lump sum basis on or before March 31, 2010.

 

Wehave agreed that you will permanently relocate to the Minneapolis, MN area nolater than August 2010. To assist you in your relocation we will pay fortemporary housing in the Minneapolis area through August 2010 or until thetime you purchase a home in Minnesota (whichever comes first).  We willalso pay for the move of your household goods and two house hunting trips foryou and your spouse for four days duration each and reimburse you for anytravel expenses associated with traveling to and from our headquarters prior toyour relocation.  Additionally, the Company will pay you anamount up to $50,000 for house buying and/or closing costs when you sell yourhome in Ontario.  Should you leave the Company voluntarily within one

 

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year after yourrelocation to Minnesota; this amount must be repaid to the Company.  Please see “Exhibit A” for more detailssurrounding the relocation assistance.  Please note that certain of these payments may beconsidered taxable benefits under applicable law.

 

For the period that your familyremains in Canada, you will generally be taxable as resident of Canada and as anon-resident in the U.S.  This could lead to an increased worldwide taxliability associated with this arrangement.  Therefore, the company willtax equalize any associated incremental/additional income and/or social taxliability and provide tax preparation assistance regarding dual tax filingrequirements related to this period of your employment. There may also be anincremental tax liability due to the assessment of Canadian departure tax uponyour relocation to the U.S.  If this is the case, the company willevaluate the situation and identify if they will cover any portion of anincremental tax cost to you.  Any such payments required under thisparagraph will be made under the terms identified in the attached addendum.

 

Uponjoining Vital Images, you will be eligible to participate in the Company’sfringe benefit program. Specifically, you will accrue 1.66 days per month (.833days per pay period) which equals 20 days (4 weeks) of vacation per year. Youwill also receive ten (10) paid holidays per calendar year.  Medical, Dental, and Disability Insurancewill be effective the first of the month following the start date.  TheCompany understands that your family will remain in Canada over the nextseveral months.  As you are aware, theCompany does not currently provide any group or individual benefit plans inCanada.  We understand such benefit plansare important for your family and we are prepared to provide you an additionalamount of compensation equivalent to 5% of your Base Salary per annum in orderfor you to purchase an individual or family plan that best suits your family’sneeds while they remain in Canada.  Youare responsible for all taxes resulting from this extra 5%.  This payment will continue until your familyrelocates to the Minnesota and they are eligible for benefits under ourstandard USA benefits package or through August, 2010 whichever comes first.  This payment will be included in yoursemi-monthly salary payments outlined in paragraph 1 of this Agreement and willbe subject to all applicable tax withholdings and statutory and otherdeductions.

 

Youmay participate in the Vital Images Employee Stock Purchase Plan the first dayof any quarter, and the Vital Images 401(k) plan the first day of themonth, following a three-month waiting period.  Please be advised thatCompany fringe benefit programs are subject to change as a matter of Companypolicy.

 

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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, subject to any severance obligationsunder any written employment agreement with the Company.

 

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.

 

Erkan,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/  Aaron Akyuz |   | Date   | 9/25/09 |

 

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