EX-10.20






Exhibit 10.20




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



Steven Oreskovich


6737 W. Washington Street


Milwaukee, WI 53214



Dear Steve,



On behalf of Merge Healthcare, I’m very pleased to confirm your acceptance of our offer for the
position of Chief Financial Officer, reporting to Justin Dearborn, CEO. The following points
outline the compensation plan we are offering for this important role:



	 	 	 
	Base Compensation:

Start Date:

Term:

	 	$200,000 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 50% 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:

	 	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.
	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 July 3 ,
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.




	 	 	Prior Agreements: This Agreement amends, restates and supersedes any prior employment related
agreements, including that certain Key Officer Agreement dated October 12, 2005, which shall
no longer be in effect.





Steve, 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/ Steven Oreskovich     

	 	     7/3/08     
	 

	 	 
	Steven Oreskovich

	 	Date
	Company Receipt Acknowledged:

	 	

	     /s/ Todd Scott     

	 	     7/15/08     
	 

	 	 
	Todd M. Scott

	 	Date






Director, Human Resources