EX-10.19



 Exhibit 10.19 
 15 December 2004 
 Mark Wells 
 Vanbrugh House 
 Fir Tree Avenue 
 Stoke Poges, Buckingamshire 
 SL2 4NN 
 UK 
 Dear Mark 
 Appointment as a non-executive director of DICOM Group plc 
 On 15 December 2004 the
board of DICOM Group plc (‘the Company’) has appointed you as non-executive director. We are writing to set out the terms of your appointment. 
 Appointment 
 Your appointment will be for an initial term of three years commencing on
15 December 2004, unless otherwise terminated earlier by and at the discretion of either party upon three month’s written notice. Continuation of your contract of appointment is contingent on satisfactory performance and re-election at
forthcoming AGMs. 
 Time commitment 
 Overall we anticipate a time commitment of 1 - 2 days per month after the induction phase. This will include attendance at approx. 8 board meetings, either physically or by conference call, and the AGM.
In addition, you will be expected to devote appropriate preparation time ahead of each meeting. 
 By accepting this appointment, you have
confirmed that you are able to allocate sufficient time to meet the expectations of your role. The agreement of the chairman should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a
non-executive director of the company. 
 Role 
 Non-executive directors have the same general legal responsibilities to the company as any other director. The board as a whole is collectively responsible for promoting the success of the company by
directing and supervising the company’s affairs. The board: 
  

	•	 	 provides entrepreneurial leadership of the company within a framework of prudent and effective controls which enable risk to be assessed and managed;




  
 



 









	•	 	 sets the company’s strategic aims, ensures that the necessary financial and human resources are in place for the company to meet its objectives,
and reviews management performance; and 


  

	•	 	 sets the company’s values and standards and ensures that its obligations to its shareholders and others are understood and met.



 In addition to these requirements of all directors, the role of the non-executive has the following key elements:

  

	•	 	 Strategy: Non-executive directors should constructively challenge and contribute to the development of strategy; 



 

	•	 	 Performance: Non-executive directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting
of performance; 


  

	•	 	 Risk: Non-executive directors should satisfy themselves that financial information is accurate and that financial controls and systems of risk
management are robust and defensible; and 


  

	•	 	 People: Non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in
appointing, and where necessary removing, senior management and in succession planning. 


 Fees 

You will be paid a fee of £27,500.00 gross per annum which will be paid monthly in arrears, subject to an annual review by the board. The company
will reimburse you for all reasonable and properly documented expenses you incur in performing the duties of your office. It is agreed that reasonable expense include economy class air travel. 

Outside interests 
 It is accepted and
acknowledged that you have business interests other than those of the company and have declared any conflicts that are apparent at present. In the event that you become aware of any potential conflicts of interest, these should be disclosed to the
chairman and company secretary as soon as apparent. 
 Confidentiality 
 All information acquired during your appointment is confidential to the Company and should not be released, either during your appointment or following termination (by whatever


  
 



 








 
means), to third parties without prior clearance from the chairman. Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of price sensitive
information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior clearance from the chairman or company secretary. 
 Induction 
 Prior to your appointment, the Company has arranged for site visits and meetings
with senior and middle management and the Company’s auditors. 
 Review process 

The performance of individual directors and the whole board and its committees is evaluated annually. If, in the interim, there are any matters which
cause you concern about your role you should discuss them with the chairman as soon as is appropriate. 
 Insurance 

The Company has directors’ and officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment.
The current indemnity limit is CHF 20 million. 
 Independent professional advice 

Occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur when it
will be appropriate for you to seek advice from independent advisors at the company’s expense. The Company will reimburse the full cost of expenditure incurred in accordance with the attached policy. 

Matters reserved to the Board 
 Enclosed
you will find a schedule of matters reserved to the Group Board. 
 Committees 
 This letter refers to your appointment as a non-executive director of the Company. You will also serve as member on the Audit, Remuneration and Nomination committee, as defined within the committees’
terms of reference. The above-mentioned fee covers these additional responsibilities. 

  
 



 








 Please confirm your acceptance of this appointment by signing the duplicate original of this letter and
returning it to the Company Secretary. 
 Yours sincerely, 
 DICOM Group plc 
  

					
	/s/ Otto Schmid	 	/s/ Stefan Gaiser	 	
	Otto Schmid	 	Stefan Gaiser	 	
	Chairman	 	Company Secretary	 	
			
		 		 	I accept the terms of this letter
			
		 		 	/s/ Mark Wells
		 		 	Mark Wells








 Enclosure 
 Matters reserved to the Group Board: 
  

	•	 	 Approval Group’s strategic plans 


  

	•	 	 Appointments to/removals from Group Board (both exec and non-exec, including Company Secretary) 



 

	•	 	 Appointment/removal of Group Chief Executive 


  

	•	 	 Group Organisation Chart (incl. Management and Business Development Teams) 



 

	•	 	 Recommendations of Remuneration Committee 


  

	•	 	 Recommendations of Audit Committee 


  

	•	 	 Recommendations of Nomination Committee 


  

	•	 	 Appointment/removal of executives with OTE remuneration in excess of EUR 150k 



 

	•	 	 Appointment/removal of Auditors/Nominated Advisers 


  

	•	 	 Set up new subsidiary 


  

	•	 	 Terms of acquisition/disposal or part disposal of subsidiaries, business or assets 



 

	•	 	 Capital expenditure in excess EUR 250k 


  

	•	 	 Approval Group Budget and mid term operating plans 


  

	•	 	 Approval Group Accounts 


  

	•	 	 Approval Group Accounting Policies 


  

	•	 	 Approval Group Announcements to Stock Exchange 


  

	•	 	 Approval Model Share Dealing Code 


  

	•	 	 Set up Financing Facilities in excess EUR 600k 


  

	•	 	 Pledge of Group assets as security 


  

	•	 	 DICOM Group plc guarantees to financiers/suppliers 


  

	•	 	 Rules for dealing on Foreign Exchange markets 


  

	•	 	 Proposed departures from rules for dealing on Foreign Exchange markets (above) 



 

	•	 	 Establishment Group Share Option schemes and grants thereunder 



 

	•	 	 Establishment Group Pension Scheme 


  

	•	 	 Approval all transactions with “connected persons” 



 

	•	 	 Issue of shares in Group companies 


  

	•	 	 Approval property/equipment leases in excess EUR 250k pa 



 

	•	 	 Initiate and respond to major litigation