EX-10.20






Court File No. 06-CV-319424PD1




ONTARIO

SUPERIOR COURT OF JUSTICE




B E T W E E N:



BRIAN PEDLAR




Plaintiff




- and -




MERGE TECHNOLOGIES INCORPORATED and

CEDARA SOFTWARE CORP.




Defendants




MINUTES OF SETTLEMENT





	1.	 	The Defendants shall pay to the Plaintiff within fifteen (15) days hereof:






	 	a.	 	the sum of $536,000, less any necessary statutory deductions, on account of the
Plaintiff’s employment claims set forth in the Statement of Claim; and






	 	b.	 	the sum of $50,000 (without any deduction) as damages on account of the
Plaintiff’s non-employment related claims set forth in the Statement of Claim. This
amount shall be payable to Paliare Roland, in Trust, subject to the escrow provisions
set forth below.






	2.	 	Within fifteen (15) days of the date hereof, and upon receipt of an account from Paliare
Roland, Cedara Software Corp. shall pay to Paliare Roland the sum of $90,000 plus Goods and
Services Tax.






	3.	 	The Defendants acknowledge and agree that as of the date of these Minutes of Settlement, they
are aware of no facts which would give rise to any complaint of wrongdoing by the Plaintiff,
or cause of action against the Plaintiff by the Defendants, whether criminal, regulatory or
civil.






	4.	 	Within fifteen (15) days, the Defendants shall immediately pay to DLA Piper Rudnick the sum
of US$58,684.03, subject to the Defendants’ verification, on account of its representation of
the Plaintiff in the Class Action and in respect of the SEC Investigation (as those two terms
are defined in the Statement of Claim in this proceeding).






	5.	 	The Defendants shall pay or resolve all future accounts rendered by the Plaintiff’s counsel
in respect of the representation of the Plaintiff in the Class Action and/or the SEC
Investigation within 30 days of those accounts being rendered.






	6.	 	Subject to the satisfaction of the Defendants’ obligations under these Minutes of Settlement,
and subject to the further provisions set forth below, the Plaintiff releases the Defendants
from all claims, actions, causes of action, suits or demands of any kind (“Claims”) that he
has or may have against the Defendants, or their respective officers, directors, employees,
affiliates, subsidiaries, or insurers arising up to the date of these Minutes of Settlement,
in respect of the matters claimed or which could have been claimed in this proceeding and
which arise from his employment with the Defendants; for clarity, however, this shall not
include Claims, if any, related to the Class Action (as that term is defined in the Statement
of Claim).






	7.	 	The parties agree to maintain in confidence the fact of the settlement of this proceeding,
and all of its terms, subject to any disclosure of the fact of the settlement or its terms
that may be required by law (including without limitation arising as a result of regulatory
requirements or as part of the parties’ disclosure obligations in any proceedings) or to the
parties’ respective legal and financial advisors, and in the case of the Plaintiff, to his
spouse.






	8.	 	Upon completion of the Defendants’ obligations under paragraphs 1 and 2 of these Minutes of
Settlement, and subject to the provisions set forth below, the Plaintiff agrees to provide
reasonable cooperation in the Sidley Investigation (as that term is defined in the Statement
of Claim), and in an investigation being carried out by the special litigation committee of
the Defendant Merge Technologies Incorporated’s board of directors (the “Litigation Committee
Investigation” and the “Litigation Committee”, respectively). Without limitation, such
cooperation shall include:






	 	a.	 	Making himself available for interviews in Chicago, IL, Washington, DC, or
Toronto, ON (as the relevant participants may agree) in respect of the above
investigations on or before April 30, 2007 on such dates as may be convenient for the
Plaintiff, Sidley Austin LLP and the Litigation Committee’s counsel;






	 	b.	 	Producing copies of any documents in his possession that are relevant to the
Sidley Investigation or the Litigation Committee Investigation as may be required by
Sidley Austin LLP or the Litigation Committee (subject to any claims of privilege that
he may assert); and






	 	c.	 	Responding to questions put to him in any such interviews to the best of his
knowledge, information and belief (subject to any claims of privilege which he may
assert).






	9.	 	The parties agree that Paliare Roland shall hold the funds payable pursuant to paragraph 1(b)
of these Minutes in escrow until the earlier of:






	 	a.	 	Confirmation by Stikeman Elliott LLP as to the completion of the initial two
business days of the interviews contemplated in paragraph 9(a), above (or such lesser
amount of time as Sidley Austin LLP and the Litigation Committee may require); and






	 	b.	 	April 30, 2007.






	10.	 	As a condition to the Plaintiff cooperating in the Sidley Investigation and the Litigation
Committee Investigation, the Defendants agree that:






	 	a.	 	The Plaintiff will be entitled to be represented by counsel in respect of any
meetings or interviews (whether in person or by telephone or other electronic means) in
the Sidley Investigation and the Litigation Committee Investigation;






	 	b.	 	The Defendants will pay all reasonable accounts that the Plaintiff’s counsel
renders in representing him in respect of the Sidley Investigation and the Litigation
Committee Investigation within 30 days of those accounts being rendered;






	 	c.	 	The Defendants will reimburse the Plaintiff for all reasonable expenses he
incurs in cooperating with the Sidley Investigation and the Litigation Committee
Investigation within 30 days of the Plaintiff submitting such expenses for
reimbursement. For clarity, such amounts shall not include any compensation for the
Plaintiff’s time in participating in these investigations;






	 	d.	 	The Defendants will hold in confidence all information that Pedlar provides in
the course of the Sidley Investigation and the Litigation Committee Investigation
except as may be required by law; and






	 	e.	 	The Defendants will obtain an undertaking from Sidley Austin LLP (“Sidley”)
that neither Sidley nor any person or organization participating in the Sidley
Investigation will disclose any information they obtain from the Plaintiff in the
course of the Sidley Investigation except to Merge Technologies, Incorporated’s board
of directors, any committee of the board, or the Defendants’ professional legal and
financial advisors, in respect of any inquiry from a securities regulator or as may be
required by law.






	11.	 	The parties agree that they will not disparage one another in the future; provided, however,
that this term shall have no impact on the parties’ obligation to provide true and accurate
testimony and information in any proceedings (including the Class Action) and in the SEC
Investigation, the Sidley Investigation and the Litigation Committee Investigation. The
Defendants will provide the Plaintiff with advance notification of any filings or public
written communications that they intend to make that reference the Plaintiff, and will provide
him with an opportunity to comment thereon.






	12.	 	The Plaintiff will maintain in confidence all confidential information which he acquired
during his employment with the Defendants, and will not disclose any such information to any
third party except as may be required by law, or as may result from his participation in the
investigations and proceedings described in these Minutes of Settlement. The Plaintiff will
not use for his own benefit or that of a third party any such information learned during the
course of his employment other than confidential information which becomes public knowledge.






	13.	 	Nothing herein shall have any impact on the Defendants’ obligation to indemnify the
Plaintiff, or the terms of the Defendants’ indemnities in favour of the Plaintiff provided by
statute and under the Defendants’ articles and/or by-laws.






	14.	 	The Plaintiff agrees to indemnify the Defendants in respect of any amounts that the
Defendants become obliged to pay to any taxing authority if it is subsequently determined that
the Defendants should have withheld any greater amount from the payments set out herein.






	15.	 	Upon completion of the Defendants’ obligations under paragraphs 1 and 2 of these Minutes of
Settlement, the Defendants shall be at liberty to (and shall forthwith) obtain an order
dismissing this action without costs. The Plaintiff consents to the Defendants’ counsel
signing all necessary documents on his behalf that are necessary to obtain the order.






	16.	 	The parties agree that nothing herein shall constitute an admission by any party of liability
to the other, which the parties agree is expressly denied.






	17.	 	The Defendants shall pay the mediator’s account in this matter.





Dated at Toronto, this 22nd day of February, 2007




     




Brian Pedlar



1




     




Merge Technologies, Inc.




Per:




I have authority to bind the corporation




     




Cedara Software Corp.




Per:




I have authority to bind the corporation



651046_1.DOC




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