Exhibit
10.2


 


SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


 


This Amendment is made and entered into
effective as of January 26, 2009 (the “Effective Date”), between
Virtual Radiologic Corporation, a Delaware corporation (the “Company”),
and Robert Kill (the “Executive”).


 


Recitals


 


WHEREAS, the Company and the Executive are
parties to an Employment Agreement, dated as of May 29, 2007, as amended
on December 30, 2008 (the “Employment Agreement”) relating to the
Executive’s employment as the Company’s President and Chief Operating Officer;


 


WHEREAS, the Board of Directors of the
Company has appointed the Executive to the position of President and Chief
Executive Officer, effective as of the Effective Date; and


 


WHEREAS, the parties hereto desire to amend
the Employment Agreement to reflect such appointment, as set forth herein.


 


Amendment


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements herein contained, the parties hereto hereby
agree as follows:


 


1.                                      Title and
Reporting Relationship.  All
references in the Employment Agreement to the Executive’s official capacity as
President and Chief Operating Officer are hereby amended to refer to the
Executive’s capacity as President and Chief Executive Officer, and all
references to the Company’s Chief Executive Officer with respect to the
Executive’s reporting relationship shall be amended to refer to the Company’s
Board of Directors.


 


2.                                      Base Salary.   Section 3 of the Employment Agreement is
hereby amended in its entirety to read as follows:


 


The Company agrees to pay Executive a base salary (the “Base Salary”)
at an annual rate of Four Hundred Twenty Thousand Dollars ($420,000), payable
in accordance with the regular payroll practices of the Company, but not less
frequently than monthly.  Executive’s Base
Salary shall be fixed for the Original Employment Term, and thereafter in any
Additional Term shall be determined by the Board (or a committee thereof) and
may be increased, but not decreased, from time to time by the Board.  The base salary as determined herein from
time to time shall constitute “Base Salary” for purposes of this Agreement.


 


3.                                      Incentive Bonus.  Section 4
of the Employment Agreement is hereby amended in its entirety to read as
follows:


 


During the Employment Term, Executive shall be eligible
to participate in the Company’s bonus and other incentive compensation plans
and programs for the Company’s senior executives at a level commensurate with
his position.  Executive shall 


 

















 


have the opportunity to earn an annual target bonus (the “Annual Bonus”)
to be determined by and measured against objective financial criteria to be
determined by the Board (or a committee thereof) of up to 60% of Base Salary or
such greater percentage as may be provided in an annual bonus plan approved by
the Board (or a committee thereof), upon the Company’s achievement of financial
and operating metrics to be annually determined by the Board (or a committee
thereof).   Such annual incentive bonuses
are payable to the Executive no later than 60 days following the close of the
fiscal year.


 


4.                                       No Other Amendment.  Except as set forth herein, the Employment
Agreement shall remain in full force and effect in accordance with its terms.


 


5.                                       Definitions.  All capitalized terms that are not defined
herein shall be as defined in the Employment Agreement.


 


6.                                       Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement. Facsimile execution
and delivery of this Agreement shall be legal, valid and binding execution and
delivery for all purposes.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Second Amendment effective as of the date first above written.


 


 


	
   

  	
   

  	
  VIRTUAL RADIOLOGIC CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael J. Kolar

  
	
   

  	
   

  	
  Name:

  	
  Michael J. Kolar

  
	
   

  	
   

  	
  Title:

  	
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert C. Kill

  
	
   

  	
   

  	
   

  	
      Robert C. Kill