Exhibit 10.1


 


January 11, 2005


 


 


Michael H. Carrel


5130 Newton Ave South


Minneapolis, MN  55419


 


 


Dear Mr. Carrel:


 


The purpose of this letter is
to confirm the understanding that we have reached regarding the terms under
which you will provide services to Vital Images, Inc.


 


You will be employed beginning
January 17, 2005 as our Part-Time Interim Chief Financial Officer. You will
work on a half-time (approximately 20 hours per week) basis At a high level,
you will assume the duties currently provided by Vital Images, Inc.’s Chief
Financial Officer, including closing the 2004 audit and on-going Sarbanes-Oxley
Section 404 work.  The foregoing
notwithstanding, the scope of your duties will be necessarily limited by the
part-time nature of the work.  You will assume
the title of Interim Chief Financial Officer of Vital Images, Inc.  In fulfilling obligations hereunder, you will
take direction from and report to the President and CEO and Board of Directors
of Vital Images, Inc.


 


Vital Images, Inc. acknowledges
that it is engaging you purely to assist the President and CEO and Board of
Directors in the management of the Company. 
This engagement shall not constitute an audit, review or compilation, or
any other type of financial statement reporting or consulting engagement that
is subject to the rules of any state or national professional bodies.


 


As agreed, we will pay you
$4,500.00 per week, payable bi-weekly. 
We will also pay you for all reasonable out of pocket expenses no later
than thirty (30) days after submission of same.


 


To the maximum extent provided
by applicable law and our bylaws, Vital Imaging, Inc. will indemnify you and
hold you harmless from and against all third-party claims, liabilities, losses,
damages and reasonable expenses as they are incurred, and pay for your defense
through counsel of your choice.  Further,
you will be covered as an insured party on all company general liability and
directors and officers liability insurance policies to the same extent as
coverage is provided to the President and CEO.


 





















 


As a condition of employment,
you must sign a non-disclosure agreement. 
Please find it enclosed.  As with
all companies where intellectual property is an important asset to the company,
we are diligent and intend to protect our confidential information and
know-how, whether protected by patent, copyright or confidentiality.


 


In compliance with the
Immigration Reform and Control Act, all new employees are required to provide
proof of work eligibility and identification. In order to satisfy these
requirements, certain documents must be presented within 72 hours of your start
date. Please bring these with you on your first day of employment.


 


To accept this offer of
employment, please sign below and return one copy of this letter to Human Resources,
Attention: Cindy Edwards, in the enclosed envelope along with your signed
non-disclosure agreement.


 


 


Sincerely,


 


	
  /s/ Jay D.
  Miller

  	
   

  
	
   

  	
   

  
	
  Jay Miller

  	
   

  
	
  President
  and CEO

  



 


I accept
this offer of employment, and understand that I am to be employed by Vital
Images at-will. I understand that commencing in or continuing employment does
not affect either party’s right to terminate the employment relationship at a
later date for any reason. The relationship between me and Vital Images
continues to be at-will for the length of my employment.


 


	
  Accepted by

  	
  /s/ Michael H. Carrel

  	
   

  	
  Date

  	
  1/12/05

  	
   

  



 


 


JM:lrd


 


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