EX-10.1 AMENDMENT TO EMPLOYMENT AGREEMENT



 





Exhibit 10.1




AMENDMENT TO

EMPLOYMENT AGREEMENT




     THIS
AMENDMENT (this “Amendment”) is made and entered into
as of December 27, 2007, by and
between KENNETH D. RARDIN (the “Executive”) and MERGE TECHNOLOGIES INCORPORATED, a Wisconsin
corporation (the “Company”).



RECITALS:




     This Amendment amends that certain Employment Agreement entered into by and between the
Executive and the Company as of September 6, 2006 (the “Agreement”). All defined terms used herein
but not defined herein shall have the meanings set forth for such terms in the Agreement.



     NOW THEREFORE, in consideration of the promises, mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Executive do hereby agree as follows:



     1. Section 7 of the Agreement is hereby deleted in its entirety and replaced with the
following:




Location of Job Responsibilities. The Executive and the Company
understand and agree that Executive’s duties under this Agreement shall be
primarily performed at the Company’s global administrative offices located in
Alpharetta, Georgia, as well as from such other offices of the Company as agreed
to by the Executive and the Board.



     2. Section 8 of the Agreement is hereby deleted in its entirety and replaced with the
following:




Disability Benefit. If at any time during the Employment Period the
Executive is unable to perform fully the material and substantial duties of the
Executive’s regular job position hereunder by reason of illness, accident, or
other disability (as confirmed by competent medical evidence by a physician
selected jointly by the Board and the Executive), the Executive shall be entitled
to receive periodic payments of Salary, Bonus and any and all benefits to which he
would otherwise be entitled pursuant to Section 4, 5, 6, 9, 11 and 12 of this
Agreement by reason of his employment for a period of ninety (90) days. If
the Executive is prevented by reason of any illness, accident or other disability



 









 







from performing the material and substantial duties of his regular job position
for a period of 180 days, whether or consecutive, in any 12 month period which
incapacity, in the opinion of a physician selected jointly by the Board and the
Executive is likely to continue to the same degree, he will be considered to be
suffering from a disability (“Disability”). Notwithstanding the foregoing
provisions (i) the amounts payable to the Executive pursuant to this Section 8
shall be reduced by any amounts received by the Executive with respect to any such
incapacity pursuant to any insurance policy, plan, or other employee benefit
provided to the Executive by the Company and paid for by the Company; and (ii) in
no event will the terms of this Agreement supersede any health or disability
benefit to which Executive is entitled under applicable law. Furthermore, the
Company will not materially reduce the long-term disability insurance benefits for
the Executive from the level currently in effect.



     3. Subsection 13(a)(2) of the Agreement is hereby deleted in its entirety and replaced with
the following:




(2) In the event of the Disability of the Executive as defined in Section
8 of this Agreement, subject to the Company discharging its duty to
accommodate under applicable law, by written notice to the Executive, or in the
event of the death of the Executive;



     4. Section 14 of the Agreement is hereby amended by deleting the words “Subsection 13(a)(3) or
(b)(2)” from the first sentence of the first paragraph and from the first sentence of the second
paragraph and replacing such words in both paragraphs with “Subsection 13(a)(2) in the case only of
termination due to Disability, Subsection 13(a)(3) or Subsection 13(b)(2)”.



     5. Section 20(d) of the Agreement is hereby deleted in its entirety and replaced with the
following:




Entire Agreement. The Agreement, as amended by that certain Amendment
entered into as of December 27, 2007 by and between the parties hereto, constitutes the
entire agreement between the parties with respect to the Executive’s duties and
compensation as an executive of the Company, and there are no representations,
warranties, agreements or commitments between the parties hereto with respect to
his employment except as set forth herein or in such Amendment. No presumption
shall be made in favor or against either party based upon who has served as
draftsman of the Agreement or any amendment.



 









 





     6. This Amendment may be executed simultaneously in counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.



[Signatures on following page]




 









 








     IN WITNESS WHEREOF, this Amendment is entered into as of the day and year first above written.



	 	 	 	 	 
	 	COMPANY:



MERGE TECHNOLOGIES INCORPORATED

 	 
	 	By:  	/s/ Michael Dunham
 	 
	 	 	Michael Dunham 	 
	 	 	Chairman of the Board of Directors 	 
	 
	 	EXECUTIVE:

 	 
	 	By:  	/s/ Kenneth D. Rardin
 	 
	 	 	Kenneth D. Rardin