**Exhibit 10.2**

 

Schedule of Executive Officer Compensation

 

Set forth below is a description of the compensation that the Board ofDirectors of Vital Images, Inc. determined to pay to its named executiveofficers (defined in Item 402(a)(3) of Regulation S-K) in their currentpositions for the year ending December 31, 2005.

 
| **Name**                                                                      | ** ** | **2005 Base  Salary(1)** | ** ** | **Securities Underlying 2005 Stock Option Awards(#)(2)** | ** ** | **Securities Underlying 2005 Restricted Stock Awards(#)(3)** | ** ** |
|-------------------------------------------------------------------------------|------------|--------------------------|------------|----------------------------------------------------------|------------|--------------------------------------------------------------|------------|
| Jay D. Miller,  President and Chief  Executive Officer                        |       | $                        | 240,000    |                                                     | 10,000     |                                                         | 1,000      |   |
| Philip I. Smith,  Vice President —   Marketing and Corporate Development |       | $                        | 169,000    |                                                     | 20,000     |                                                         | 1,500      |   |
| Steven P.  Canakes, Vice President —   Sales                             |       | $                        | 161,000    |                                                     | 3,000      |                                                         | 1,000      |   |
| Stephen S.  Andersen, Vice President —   Engineering                     |       | $                        | 140,000    |                                                     | 10,000     |                                                         | 1,500      |   |
| Jeremy A. Abbs,  Vice President —   Quality and Customer Satisfaction    |       | $                        | 144,000    |                                                     | 5,000      |                                                         | 1,500      |   |
| Vincent J.  Argiro — Chief Technology   Officer                          |       | $                        | 128,000    |                                                     | 2,000      |                                                         | 1,000      |   |

 

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(1)  In addition, each ExecutiveOfficer can earn a bonus in an amount equal to up to 50% of his base salary(60% in the case of the President and Chief Executive Officer).  Of the total amount of the potential bonus,45% is based on the Company achieving revenue targets, 30% is based on theCompany achieving certain levels of income before taxes and employment benefitcosts, and 25% is based on the achievement of individual goals andobjectives.  All Executive Officerbonuses are subject to the discretion of the Board.

 

(2)  Under the Vital Images, Inc.1997 Stock Option and Incentive Plan, each Executive Officer has been grantedstock option awards for the number of shares noted.  Stockoption awards vest at 28% in the first year from the grant date, and 2% permonth thereafter.  The stock options havea term expiring on February 15, 2013, and the $15.40 per share exercise priceof the options is equal to the fair market value of the Company’s common stockon the date each option was granted.

 

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

 

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