EX-10.19






Exhibit 10.19




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



Justin Dearborn


6737 W. Washington Street


Milwaukee, WI 53214



Dear Justin:



On behalf of Merge Healthcare, I’m very pleased to confirm your acceptance of our offer for the
position of Chief Executive Officer, reporting to Merge Healthcare Board of Directors. The
following points detail the compensation plan we have agreed to for this important role:



	 	 	 
	Base Compensation:

Start Date:

Term:

	 	$250,000 per year base pay (2 pay periods per month,

15th and last business day of the month).

June 5, 2008

The employment relationship is “at will” and therefore

can be terminated by either you or the company at any

time for any reason not prohibited by law.
	Bonus:

	 	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.
	Stock Options:

	 	400,000 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.
	Severance:

	 	Conditioned on your execution of a release agreement

approved by the company, 12 months of severance will be

paid if the company terminates your employment other

than for cause as determined by the company, or due to

your death or disability. The 12 months includes base

salary only, no bonus. The 12 months severance will be

paid following your separation from service (within the

meaning of Internal Revenue Code Section 409A, applying

the default rules thereof) in accordance with the

Company’s normal payroll practice. However, if you are

a specified employee (within the meaning of Code Section

409A) on the date of your separation from service and

if, during the first six months of severance, your

severance payments will exceed two times your prior

year’s base salary or two times the Code Section

401(a)(17) compensation limit in effect for the year of

your separation, whichever is less, then the severance

payments in excess of such limit that would have

otherwise been paid during the first six months

following your separation from service will instead be

accumulated and paid in a lump sum on the first day of

the seventh month following the month of your separation

from service.
	Employee Review:

Stock Purchase Plan:

Vacation Time:

	 	Performance and compensation will be reviewed annually.

You will be eligible to participate in the Merge

Employee Stock Purchase Plan on July 1, 2008.

You will be eligible for 20 vacation days, 5 sick days &

4 personal days as described in the Merge Healthcare

Time Off program.







	 	 	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, in its sole discretion:




(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, in its sole discretion:




(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 Employee Confidentiality and
Intellectual Property Assignment Agreement executed on our about June 4,
2008, 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.



Justin, I am certain that your skills and abilities will make tremendous contributions towards the
success of the Merge Healthcare team.



Sincerely,



/s/ Todd Scott

Todd M. Scott

Director, Human Resources



MERGE HEALTHCARE



The foregoing employment offer is not intended to create a right to employment for a guaranteed
term, nor does it preclude a change in salary or benefits as may be deemed appropriate.



Please review, sign, and return to me by no later than July 7, 2008.



	 	 	 
	     /s/ Justin Dearborn     

	 	     July 3, 2008     
	 

	 	 
	Justin Dearborn

	 	Date
	Company Receipt Acknowledged:

	 	

	     /s/ Todd Scott     

	 	     July 15, 2008     
	 

	 	 
	Todd M. Scott

	 	Date






Director, Human Resources