Exhibit 10.10


 


TERMINATION
AGREEMENT


 


BETWEEN:


 


Cedara
Software Corp.


 


(the “Company”)



 


-and -


 


Merge
Technologies Incorporated


 


(“Merge”)


 


- and -


 


Abe
Schwartz


 


(the “Executive”)


 


WHEREAS the Executive is
the current Chief Executive Officer of the Company;


 


AND WHEREAS the Company is an
indirect wholly-owned subsidiary of Merge;


 


AND WHEREAS the Executive, the
Company and Merge wish to conclude their relationship in an orderly fashion and
are desirous of resolving all claims, demands, liabilities and issues arising
out of the Executive’s employment and cessation of employment;


 


NOW THEREFORE the Executive, the
Company and Merge agree as follows:


 


1.             The Executive
agrees that his employment with the Company shall cease effective on September 1,
2005 (the “Resignation Date”).


 


2.             The Executive shall
resign as an employee and officer of the Company and as an employee, director
and officer of all affiliates of the Company other than as a director of Merge
and Merge Cedara ExchangeCo Limited effective on the Resignation Date.    Such resignation shall be in the form
appended hereto as Schedule “A”.


 


3.             On the Resignation
Date, the Company shall pay to the Executive a lump sum payment equal to the
aggregate of: (i) any outstanding wages earned by him up to the Resignation
Date, (ii) any outstanding vacation pay owed to the Executive in respect
of service up to the Resignation Date, and (iii) a lump sum payment of
CDN$285,000 as bonus.


 


4.             Following the
Resignation Date, the Company shall pay to the Executive:


 





















 


(a)           for a period of two years, continued salary
payments at CDN$375,000.00 per year plus all benefits (including car allowance
of CDN $9,600 per year) described in the Existing Employment Agreement payable
monthly commencing on the Resignation Date;


 


(b)           for a period of two years, a bonus in the
amount of CDN$23,750 payable monthly commencing on the Resignation Date;


 


(c)           a monthly payment of US$10,000 for a period
of 12 months following the date hereof payable on the first day of each month
commencing on July 1, 2005.


 


5.             The Company and the
Executive acknowledge and agree that the Executive is currently bound by the
terms of a non-competition covenant and a non-solicitation covenant
(collectively, the “Non-Competition Covenant”)
contained in paragraph 7 of an employee confidentiality and intellectual
property assignment agreement between the Company and the Executive dated November 8,
2002 (the “Confidentiality and IP Assignment
Agreement”), which Non-Competition Covenant is operative for a
period of one year following the termination of employment of the Executive.
The Company and the Executive hereby agree that the Non-Competition Covenant
contained in the Confidentiality and IP Assignment Agreement is hereby amended
so that (i) it will be operative for a two year period following the
Resignation Date (instead of one year) and (ii) in addition to the
description of the restricted businesses contained therein, it will also apply
to any business that is in competition with the business of Merge and its
affiliates (and not just Cedara) at the Resignation Date including the business
of direct sales of medical imaging software, medical software platforms,
medical software systems and related services to end users carried on by Merge
or its affiliates at the Resignation Date and that all other terms of the
Confidentiality and IP Assignment Agreement remain unamended with full force
and effect.  Notwithstanding the
foregoing and the Confidentiality and IP Assignment Agreement, nothing herein
or therein shall prohibit the Executive from creating or assisting any
charitable organization or foundation in any activity.


 


6.             The Executive shall
not be obligated to mitigate his damages as a result of voluntary or
involuntary termination of employment with the Company. The Company shall not
be entitled to a refund of any amounts paid hereunder, except to the extent
that the Executive becomes employed in a manner that violates the terms of the
Non-Competition Covenant, in which case the Company shall be entitled to a
refund of any amounts paid to the Executive on or after the date of violation
of the terms of the Non-Competition Covenant.


 


7.             Prior to the date
hereof, the Executive has been awarded stock options to purchase 1,203,506
Cedara common shares, all of which are currently outstanding and unexercised.
On the date hereof, these options have been replaced by replacement options
(the “Replacement Options”) to
purchase a total of 706,458 shares of Merge common stock, pursuant to the form
of Replacement Option Agreement attached hereto as Schedule “B” to be executed
by Merge and the Executive (the


 


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“Replacement Option Agreement”). The
Replacement Options will continue to vest according to the same schedule as the
Executive’s existing Cedara options (as set forth in the Replacement Option
Agreement); provided however, that all unvested Replacement Options will become
automatically vested upon the death of the Executive or upon a Change of
Control of Merge (as such term is defined in the Replacement Option Agreement).
All Replacement Options of the Executive will eventually vest according to
their original vesting schedule, unaffected by termination of the Executive’s
employment, and are not subject to forfeiture for any reason, including a
breach of any provision of this Agreement, until such Replacement Options
expire according to their terms. The Executive may exercise all of his
Replacement Options for a period of three years following termination of
employment.


 


8.             The Company shall
reimburse the Executive for properly submitted business expenses incurred
through to the Resignation Date for which the Executive was not reimbursed. In
this regard, the Executive must submit a final expense report to the Chief
Financial Officer of Merge within thirty (30) business days of the Resignation
Date.


 


9.             On the Resignation
Date, Merge, the Company and the Executive shall execute a mutual release in
the form appended hereto as Schedule “C”.


 


10.           The employment arrangements with the Executive
set out herein shall inure to the benefit of his estate in the event of death.


 


11.           In the event that any provision or any part
of any provision hereof is deemed to be invalid by reason of the operation of
any law or by reason of the interpretation placed thereon by a court, this
Termination Agreement shall be construed as not containing such provision or
part of such provision and the invalidity of such provision or such part shall
not affect the validity of any other provision or the remainder of such
provision hereof. All other provisions hereof which are otherwise lawful and
valid shall remain in full force and effect.


 


12.           This Termination Agreement shall be governed
and construed in accordance with the laws of the Province of Ontario and the
laws of Canada applicable therein.


 


13.           The Executive acknowledges that he has been
given an opportunity to seek independent legal advice with respect to the
matters addressed in this Termination Agreement.


 


14.           This Termination Agreement contains the
entire agreement of the parties with respect to the subject matter hereof and
may be amended or superseded only by an agreement in writing signed by the
Executive and the Company.


 


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15.           The Company and the Executive agree that this
Termination Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one instrument.


 


IN WITNESS WHEREOF the Termination Agreement has been executed by the
parties hereto.


 


DATED this
1st day of June, 2005.


 


 


	
   

  	
  CEDARA
  SOFTWARE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Per:

  	
  /s/
  Brian E. Pedlar

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MERGE
  TECHNOLOGIES INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Per:

  	
  /s/
  Scott T. Veech

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED,
  SEALED AND DELIVERED 

  	
  )

  
	
  IN
  THE PRESENCE OF:

  	
  )

  
	
   

  	
  )

  
	
  /s/
  Dee Rajpal

  	
   

  	
  )

  	
  /s/
  Abe Schwartz

  	
   

  
	
  Signature of Witness

  	
  )

  	
  Abe Schwartz

  
	
   

  	
  )

  
	
  Dee
  Rajpal

  	
   

  	
  )

  
	
  Name of Witness

  	
  )

  
	
   

  	
  )

  
	
  Suite 5300, Commerce Court West

  	
   

  	
  )

  
	
  Address

  	
  )

  
	
   

  	
  )

  
	
  Toronto, ON M5L 1B9

  	
   

  	
  )

  
									



 


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