Amended and Restated Key Personnel Incentive Award Agreement




 Exhibit 10.39 

June 2, 2010 

Dr. Paul A. Bottomley 

601 N. Caroline St 

John Hopkins University 

Dept of Radiology JHOPC 4221 

Baltimore, MD 21287 
  

	 	Re:	 Amended and Restated Key Personnel Incentive Award Agreement 



Dear Paul: 

This letter (this “Letter Agreement”) sets forth the agreement between you and SurgiVision, Inc., a
Delaware corporation (the “Company”), regarding the terms upon which you are eligible to receive an incentive bonus payment (the “Incentive Payment”) pursuant to the Company’s Amended and Restated Key Personnel
Incentive Program (the “Program”), a copy of which is attached hereto and the terms of which are incorporated herein. This Letter Agreement supersedes and replaces the prior Letter Agreement between you and the Company dated
May 15, 2007. This Letter Agreement is in addition to, and not in substitution for, any other agreements between you and the Company, and the Incentive Payment is in addition to, and not in substitution for, any other compensation or benefits
to which you otherwise are entitled or eligible. 
 1. Incentive Payment Upon Triggering Event. The
amount of your Incentive Payment with respect to a Triggering Event will be equal to your Individual Share multiplied by the Maximum Program Amount. Your “Individual Share” is thirty three and 33/100 percent (33.33%) of the Maximum
Program Amount. Therefore, your Maximum Incentive Payment is $1,000,000. Notwithstanding the foregoing, your Incentive Payment with respect to any Triggering Event shall be reduced by your Service Payments, in accordance with the terms of the
Program. 
 2. Service Payments. Provided that on each of the following dates this Letter Agreement has
not been terminated pursuant to Section 4.1, Section 4.2 or Section 4.3 of the Program, a Service Payment will be made to you in the following amounts: 
  

				
	 June 30, 2012
	  	$	125,000.00
	 December 31, 2012
	  	$	125,000.00
	 June 30, 2013
	  	$	125,000.00
	 December 31, 2013
	  	$	125,000.00
	 June 30, 2014
	  	$	125,000.00
	 December 31, 2014
	  	$	125,000.00
	 June 30, 2015
	  	$	125,000.00
	 December 31, 2015
	  	$	125,000.00










 Dr. Paul A. Bottomley 

June 2, 2010 
 
Page
 2
 
  

 ; provided, however, any Service Payment that would otherwise be due after March 15
of the year following the year in which your employment or consultancy with the Company terminates pursuant to Section 4.2 or Section 4.3 of the Program, shall instead be paid on March 15 of the year following the termination year.

 3. Term. Unless earlier terminated as provided in Section 4 of the Program, this Letter Agreement
will expire and terminate upon the earlier to occur of (a) December 31, 2015, or (b) the consummation of a Triggering Event; provided, however, that upon any such termination the terms of this Letter Agreement will survive to the
extent, but only to the extent, necessary for the Company to satisfy its obligations to you that result from such Triggering Event or any unpaid Service Payments. 

4. Program Governs. You acknowledge receipt of a copy of the Program and agree to be bound by all the terms and
provisions thereof. The terms of this Letter Agreement are governed by the terms of the Program, and in the case of any inconsistency between the terms of this Letter Agreement and the terms of the Program, the terms of the Program will govern.

 5. Definitions. For purposes of this Letter Agreement, capitalized terms not expressly defined herein
will have the meanings ascribed to those terms in the Program. 
 6. Amendments. At any time prior to the
consummation of a Triggering Event, the Company, through the Committee, may amend or alter the terms of this Letter Agreement and/or the Program; provided, however, that any such amendment or alteration that impairs your rights under this Letter
Agreement or the Program will require your prior consent. 
 7. Non-Transferable. You acknowledge and
agree that your rights under this Letter Agreement may not be transferred, conveyed, encumbered or assigned, whether voluntarily or involuntarily. 

8. Counterparts. This Letter Agreement may be executed in counterparts, each of which will be deemed to be an
original but all of which together will constitute one and the same instrument. 
 9. Certain Tax
Implications. Notwithstanding anything herein to the contrary, to the extent the Committee determines in good faith that your Incentive Payment would constitute an “excess parachute payment” (as defined in Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”)) when taking into account all factors contemplated by Section 280G of the Code, the amount of your Incentive Payment may be reduced by the amount necessary to prevent your
Incentive Payment from creating or increasing an “excess parachute payment” under Section 280G of the Code, as determined in good faith by the Committee. 









 Dr. Paul A. Bottomley 

June 2, 2010 
 
Page
 3
 
  

 If this Letter Agreement sets forth our agreement on the subject matter
hereof, kindly sign and return this letter to the Company. 
  

			
	 Sincerely,

	
	 SURGIVISION, INC.

		
	 By:
	 	 /s/ Kimble L. Jenkins

		 	 Kimble L. Jenkins

		 	 Chief Executive Officer




Accepted and agreed to as of this
3rd day of June, 2010. 

 

	
	 /s/ Paul A. Bottomley

	 Paul A. Bottomley