Exhibit 10.1


 


MERGE


 Healthcare


 


May 12, 2006


 


Mr. Scott T. Veech


Senior Vice President, Chief Financial Officer, Treasurer and Secretary


Merge Technologies Incorporated


6737 West Washington Street


Suite 2250


Milwaukee, WI 53214-5650


 


Dear Scott,


 


Reference is made to the Employment Agreement, dated as of March 1,
2004 (the “Employment Agreement”), by and between you and Merge Technologies
Incorporated (the “Company,” or “we”). Based upon the discussions we have had
over the past several months, we understand your desire to leave your current
positions with the Company and possibly find an alternative role with the
Company or one of its subsidiaries. We certainly are prepared to accommodate
your desire to depart from your current roles, although we understand that
you have agreed to remain in such roles, and perform your duties in such
capacities to the best of your ability in accordance with the Employment
Agreement, applicable law and our polices and procedures, until the earlier of (a) August 25,
2006, or (b) the first date after the Company’s filing of all of the
following:  its 10-K for the fiscal year
ended December 31, 2005, any required 10-Q/As for fiscal quarters of 2005
and its 10-Q for the quarter ended March 31, 2006 (the earlier of (a) or
(b) being referred to as the “Scheduled Departure Date”). No later than
the Scheduled Departure Date, we will consider with you the terms and
conditions of your departure from your current role, any alternatives for you
to stay with the Company in another capacity that would be mutually beneficial
and any transition services we would expect you to perform.


 


With respect to the terms and conditions of your departure, we
understand and reaffirm our obligations under the Employment Agreement,
including without limitation, the severance obligations set forth in Section 12
thereof, subject to the terms and conditions thereof. Further, we hereby agree
with you that (a) you will be entitled to the severance allowance and
other benefits set forth in such Section 12 if you terminate your
employment with the Company by resignation or retirement following the
Scheduled Departure Date and otherwise under circumstances in which you would
be entitled to such severance allowance and other benefits if your employment
were terminated by the Company (a “Qualified Voluntary Termination”); and (b) upon
the effective date of (i) a Qualified Voluntary Termination or (ii) a
termination of your employment by the Company under circumstances in which you
are entitled to severance and other benefits under Section 12 of the
Employment Agreement, all stock options granted to you by the Company prior to
2005, and the portion of the stock option granted to you in 2005  scheduled to vest on June 1, 2006, in
each case to the extent unvested at the time of such


 

















 


termination, shall become fully vested and exercisable in accordance
with the applicable stock option agreements and plans.


 


Notwithstanding anything to the contrary contained herein, the
foregoing is subject to the absence of findings of the on-going investigation
by the Audit Committee of the Company’s Board of Directors with respect to
accounting and financial reporting matters to the effect that you engaged in
intentional misconduct.


 


This letter agreement, and all questions concerning the construction,
validity, enforcement and interpretation hereof, shall be governed by the
internal laws (and not the law of conflicts) of the State of Wisconsin. This
letter agreement, Schedule G to the Merger Agreement dated January 17,
2005 between the Company, Corrida, Ltd. and Cedara Software Corp. and the
Employment Agreement constitute the entire agreement between the parties with
respect to your employment (including any termination thereof) and the other
matters set forth herein and therein, and supersede all other agreements,
arrangements, understandings, undertakings, representations and communications
regarding the subject matters hereof and thereof. This letter agreement may be
executed and delivered via facsimile, email or similar electronic transmission
with the same force and effect as if an original were executed and may be
signed in two counterparts, each of which shall be an original, with the same
effect as if the signatures hereto were upon the same instrument.


 


Please acknowledge your agreement to the foregoing by executing this
letter where indicated below, upon which execution there shall be a binding
agreement between the parties hereto.


 


Very truly yours,


 


 


MERGE TECHNOLOGIES INCORPORATED


 


 


	
  By:

  	
  /s/ Anna Marie Hajek

  	
   

  
	
   

  
	
  Name: Anna Marie Hajek

  
	
   

  
	
  Title: Chairperson, Compensation Committee of the Board of Directors

  



 


 


Acknowledged and Agreed as off the date first above written:


 


	
  /s/ Scott T. Veech

  	
   

  
	
   

  
	
  Scott T. Veech