exv10w2






Exhibit
10.2




Sunday, March 08, 2009




Mr. Craig Newfield

75 Oak Hill Road

Needham, MA 02492




Dear Craig:



AMICAS is pleased to extend an offer of employment to you for the position of Vice President,
General Counsel. This letter summarizes certain terms of our offer of employment.



	 	 	 
	Date of Employment:
	 	Monday, March 9, 2009

	Semi-Monthly Wage:
	 	$7,916.67 per pay period (for an annual equivalent of $190,000).

	Manager/Department:
	 	Stephen Kahane / CEO

	 	 	 

	Bonus:
	 	You will be eligible to earn an annual bonus valued at up to $22,500 per quarter, prorated based on your
start date, (for an annual equivalent of $90,000). This bonus will be paid quarterly in accordance with the
Company’s Leadership Bonus Plan.

	 	 	 

	Stock Option Grant:
	 	You will receive option rights to purchase up to 180,000 shares of AMICAS Inc. (the “Company”) common stock
priced at the market value per share of the Company’s common stock at the close of the NASDAQ national
market on your date of hire. These option rights (i) shall be subject to the terms and conditions of the
Company’s 2006 Incentive Stock Option Plan (copy enclosed) and (ii) would vest and become exercisable over
a 36-month period as follows: 33.33% on the 1-year anniversary of your Start Date and the remaining 66.67%
in equal quarterly installments beginning fifteen months from your Start Date. In the event of a Change in
Control, any unvested stock options shall fully vest and become exercisable with respect to this grant.

	 	 	 

	Severance:
	 	If, during the first six months of your employment, the Company notifies you that the Company desires to
terminate your employment, you agree (at the Company’s request) to continue in the Company’s employ through
March 9, 2010 and you shall be entitled to severance in the form of salary continuation through March 9,
2010.

	 	 	 

	 	 	If, after the first six months of your employment, the Company
terminates your employment at any time, you shall be entitled to
receive severance in the form of base salary continuation for six
months from the date that your termination becomes effective.

	 	 	 

	 	 	The foregoing notwithstanding, in the event that your employment is
terminated in connection with a Change in Control, you shall be
entitled to receive severance in the form of base salary continuation
for 12 months from the date that your termination becomes effective.

	 	 	 

	Work Schedule:
	 	Varies

	Optional Benefits:
	 	Health, dental, life, long-term disability

Flexible Spending Accounts

Employee Stock Purchase Plan (ESPP)

401(k) savings plan available

Paid Time Off per established schedule








 









 






This offer is contingent upon: 1) satisfactorily passing a Company background verification which is
part of our hiring process and a motor vehicle record check for any position where driving is an
essential part of the job, 2) completing the Employment Eligibility Verification (1-9) process
required by the Immigration Department and 3) signing a Restriction and Confidentiality Agreement.



AMICAS is an at-will employer. This letter should not be deemed an employment agreement or
contract. As an employee of AMICAS, you will be subject to all applicable policies of the employee
handbook and your benefits will be governed by the applicable plan documents. All policies are
subject to change at the sole discretion of AMICAS. You agree that you are relying upon only those
representations contained in this offer letter in accepting this job offer.



You must complete all of the new hire paperwork before your paychecks will start. If you do not
properly complete the healthcare insurance forms within thirty (30) days of your start date, you
will not be eligible to receive any healthcare benefits, nor will you be able to enroll for any
healthcare benefits until the next open enrollment period. AMICAS reserves the right to change
employee benefits at any time at the company’s choosing. Employment at AMICAS is on an
“Employment-at-will” basis and as a condition of employment you will be required to execute a
Restriction and Confidentiality Agreement, a blank copy of which is included in your orientation
binder.



This offer expires on Monday, March 9, 2009 at 5:00PM eastern. If you have any questions
concerning benefits prior to your acceptance of this job offer, please feel free to contact Denise
Mitchell at 617.779.7824. I look forward to working with you as an integral member of the AMICAS
team.



Sincerely,



Kevin Burns

Sr. Vice President/ CFO

AMICAS, Inc.




To confirm your acceptance of this offer, please sign this letter and return it to our Human
Resources Department at 20 Guest Street, Boston, MA 02135. Fax: 617-779-7753.



	 	 	 	 	 
	 
	 

	 	 	 	 
	Signature

	 	 	 	Date