exv10w3






Exhibit 10.3



Tuesday, February 03, 2009




Frank Stearns

1 Oak Meadow Drive

Northborough, MA 01532




Dear Frank:



AMICAS is pleased to extend an offer of employment to you for the position of Sr. Vice President,
Client and Consulting Services. This letter summarizes certain terms of our offer of employment.




	 	 	 
	Date of Employment:

	 	TBD
	Semi-Monthly Wage:

	 	$8,333.33 per pay period (for an annual equivalent of $200,000.00)
	Manager/Department:

	 	Stephen Kahane/ Services
	Bonus:

	 	You will be eligible to earn an annual bonus valued at up to $100,000.00 for the calendar year 2009,
based on corporate financial targets. This bonus will be paid quarterly in accordance with the
Company’s Leadership Bonus Plan (see Appendix 1).
	Stock Option Grant #1:

	 	You will receive option rights to purchase up to 200,000 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, 50% of any unvested stock options (from Stock Option Grant
#1 only) shall fully vest and become exercisable.
	Severance:

	 	To the extent that you are employed full-time by the Company and you are terminated without cause, you
will be entitled to eight months of your current base salary in the form of salary continuation as
consideration for severance. Additionally, the Company will also agree to pay for up to eight months of
COBRA payments to enable you to continue under the Company’s health insurance program. You will be
required to sign a release agreement to be eligible for any of the severance payments and benefits
described above.
	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 February 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,




Stephen Kahane, MD, MS

CEO, President & Chairman

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