EX-10.22






Exhibit 10.22




MERGE HEALTHCARE INCORPORTED



	 
	6737 W. Washington Street

Milwaukee, WI 53214-3151, U.S.A.

(414) 977-4000 phone (414) 977-4020 fax







July 3, 2008



Antonia Wells


80 Park Lane Circle


Richmond Hill, ON


L4C 6S8



Dear Antonia:



On behalf of Merge Healthcare Incorporated (“Merge Healthcare” or the “Company”), I’m very pleased
to offer you employment as President, Merge OEM, reporting to Justin Dearborn, CEO.



Please read this offer carefully. If it accurately sets forth our understanding, please sign it and
the attached Employee Confidentiality and Intellectual Property Assignment Agreement and return it
to me at your earliest convenience. If you have any questions or concerns, please let me know so we
can clarify same.



	 	 	 
	The following points detail the compensation plan we are offering for this important role:

	Base Compensation:

Start Date:

	 	$200,000 CDN per year base pay (bi-weekly payroll, 26 pay periods per year).

June 5, 2008
	Bonus:

Term:

	 	Bonus target of 100% of base salary. Achievement of bonus will be tied to factors

defined by the Compensation Committee, and could result in a bonus amount which is

more or less than the targeted bonus. Payable annually.

Your employment as President, Merge OEM, commences June 5th, 2008 and

shall be of indefinite duration, but may be terminated in accordance with the

Termination provisions outlined below.
	Stock Options:

	 	200,000 options granted. Options will vest at 25% per year on the anniversary of

the grant date. These options are non-qualified with a 6 year term. All options

will vest upon a change in control of the Company. Notwithstanding the above, the

terms and conditions of the options will be set forth in the 2005 Equity Plan and

the stock option award agreement. You agree and acknowledge that if your employment

is terminated for any reason whatsoever, you will not be entitled to compensation

for any loss of value for stock options resulting from such termination.
	Termination:

	 	Your employment shall end on the earliest of:







	 	(i)	 	Your resignation, in which case you agree to
provide four (4) weeks written advance notice of your intention to
resign. Such notice is solely for the benefit of Merge Healthcare and
may be waived, in whole or in part, by Merge Healthcare;






	 	(ii)	 	Your termination by Merge Healthcare for just
cause as recognized by the laws of the province of Ontario, in which
case Merge Healthcare shall only be required to pay you to the date of
your termination;






	 	(iii)	 	Your termination by Merge Healthcare for any
other reason besides just cause, in which you will be entitled to the
greater of :






(a) the minimum amounts of notice and severance as prescribed by the
Ontario Employment Standards Act, 2000; or




(b) Salary continuation for a period of 12 months based upon your
annualized salary as of the date of your termination, payable in
accordance with the Company’s normal payroll practice at the time of
termination, subject to all usual payroll deductions. Benefit
continuation will be for the period of notice prescribed under the
Employment Standards Act, 2000; thereafter, only such benefits that
are permitted by the group insurance carrier beyond the Employment
Standards Act, 2000 notice period will be continued until such time
as you commence alternate employment or the end of the 12 month
salary continuation period, whichever first occurs. In order to
obtain any amounts in excess of that which is prescribed by the
Ontario Employment Standards Act, 2000, you will be required to
execute a full and final release in favour of Merge Healthcare
(including its officers, directors, employees, subsidiaries and
affiliates) and honour your obligations of Non-Competition and
Non-solicitation for a period of 12 months as specified below.




	 	(iv)	 	Disability, which means your ability to perform
the essential duties of your position for a period of 180 days in a 365
day period, in which case the Company may elect to treat your
disability as frustrating the contract of employment. The Company,
however, will fully honor its obligation to accommodate your disability
and will endeavor to work with you, your physicians and other medical
personnel, in order to facilitate your return to work before making
any decision that your employment has been frustrated.





	 	 	 
	Employee Review:

Stock Purchase Plan:

Vacation Time:

	 	Performance and compensation will be reviewed annually. There are no guarantees of future compensation

increases.

You will be eligible to participate in the Merge Employee Stock Purchase Plan on July 1, 2008.

You will continue to be eligible for 20 vacation days per annum.







	 	 	Confidentiality & Intellectual Property:






Nothing in this offer derogates from your obligations under the Employee
Confidentiality and Intellectual Property Assignment Agreement which you
executed on or about July 15th, 1999. In addition, you agree to the
terms and condition in the enclosed Employee Confidentiality and Intellectual
Property Assignment Agreement in favor of Merge Healthcare, which forms part
of this Offer.




	 	 	Exclusive Services:






While employed by Merge Healthcare, you agree not to work for, or provide
services to, any other person or entity, except with the express written
permission of Merge Healthcare.




	 	 	Non-Competition & Non-Solicitation (of Customers):






For a period of twelve months after the termination of your employment with
Merge Healthcare for any reason whatsoever, you agree not to, unless you have
the prior written consent from Merge Healthcare, which consent may be withheld
by Merge Healthcare, acting reasonably:




(i) directly or indirectly contact any Customer of Merge Healthcare (or any
of its subsidiaries or affiliates) for the purposes of providing or selling to
those Customers services or products similar to, or competitive with, the
services or products provided by Merge Healthcare;




(ii) directly or indirectly transact any business with any Customer of Merge
Healthcare (or any of its subsidiaries or affiliates) relating to services or
products similar to, or competitive with, the services or products provided by
Merge Healthcare in the previous twenty-four months to that Customer.




For the purposes of this Non-Competition provision, Customer shall mean (i)
any person or entity to whom Merge Healthcare or any of its subsidiaries or
affiliates has provided services or products at any time in the 18 month
period immediately prior to the termination of your employment and with which
or whom you have had contact; or (ii) any entity to whom Merge Healthcare or
any of its subsidiaries or affiliates has submitted a bid, quotation,
estimate, or a response to Request for Proposal (RFP), Request for Tender
(RFT), Expression of Interest (EOI), Request for Quotation (RFQ), at any time
in the 12 month period immediately prior to the termination of your employment
and with which or whom you have had contact, regardless of whether such bid,
quotation, estimate or response has been successful or not.




	 	 	Non-Solicitation (of Employees):






For a period of twelve months after the termination of your employment with
Merge Healthcare for any reason whatsoever, you agree not to, unless you have
the prior written consent from Merge Healthcare, which consent may be withheld
by Merge Healthcare, acting reasonably:




	 	(i)	 	on your own behalf, or on behalf of any entity with
whom you are connected, directly or indirectly solicit any employee
employed by Merge Healthcare or any of its affiliates or subsidiaries at
the time of your termination or within the six month period immediately
prior to the termination your employment, for the purposes of obtaining
the services of such employee, either as an employee or consultant.






You acknowledge that this offer letter, the enclosed Employee Confidentiality
and Intellectual Property Assignment Agreement, the above-referenced Employee
Confidentiality and Intellectual Property Assignment Agreement executed on our
about July 15th, 1999, and the above-referenced 2005 Equity Plan
and the stock option award agreement form the entirety of the contract of
employment between you and Merge Healthcare Incorporated. You confirm that
there are no “side deals”, understandings, warranties, promises,
representations, either orally or in writing, that are part of the contract of
employment between you and Merge Healthcare.




	 	 	General Terms:






This agreement shall be interpreted in accordance with the laws of Ontario,
Canada. Any disputes shall be resolved by way of negotiation and failing
resolution by way of negotiation, resort may be had to the courts of the
Province of Ontario, Canada.




In the event that a court of competent jurisdiction finds any term or
provision in this agreement to be unenforceable, illegal, void or voidable
for any reason, the court shall be entitled to read the balance of the
agreement without reference to the offending term or provision, i.e. shall
sever the offensive term or provision, and shall enforce the balance of the
agreement without reference to the offending term or provision.




You acknowledge that as President, Merge OEM, you are a fiduciary of Merge
Healthcare and acknowledge that nothing in this agreement derogates from
your duties as a fiduciary.




You also acknowledge having received a copy of Merge Healthcare’s Code of
Ethics and Whistleblower Policy and represent that you have conducted
yourself in accordance with the Code of Ethics and Whistleblower Policy and
as President, Merge OEM, will continue to conduct yourself according. You
further acknowledge that breaches of the Code of Ethics or Whistleblower
Policy may constitute a serious and material breach of your employment
agreement with Merge Healthcare and may lead to disciplinary action, up to
and including termination.



Antonia, I am certain that your skills and abilities will make tremendous contributions towards the
success of the Merge Healthcare team. Please review, sign, and return to me by no later than July
11, 2008.



Sincerely,



/s/ Greg Leszczynski

Greg Leszczynski

Vice-President, Human Resources



MERGE HEALTHCARE



Encl: Employee Confidentiality & IP Assignment Agreement



ACKNOWLEDGEMENT AND ACCEPTANCE



I hereby accept employment as President, Merge OEM of Merge Healthcare Incorporated on the terms
and conditions outlined herein. I have had an opportunity to seek financial and legal advice of my
own choosing. This agreement is effective as of June 5, 2008.



	 	 	 	 	 
	   /s/ Antonia Wells

	 	 	 	7/4/08
	 

	 	 
	 	 
	Antonia Wells

	 	Date
	 	

	Company Receipt of Executed Copy Acknowledged:

	 	

	 	

	  /s/ Greg Leszczynski

	 	 	 	7/8/08
	 

	 	 
	 	 
	Greg Leszczynski

	 	Date
	 	







Vice President, Human Resources