EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 26th day of May, 2020 (the
“Effective Date”), between iCAD, Inc., a corporation with a principal place of business at 98 Spit Brook Road Suite
100, Nashua, NH 03062 (which hereinafter includes any parent, subsidiary and affiliate, and is collectively referred to as the
“Company”), and Stacey Stevens (hereinafter referred to as “Executive” or “you”). In consideration
of the promises and the mutual covenants herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto mutually agree as follows:


 


1.       Eligibility
For Employment. The Immigration Reform and Control Act requires all employees of U.S. companies to have evidence of identity
and authorization to work in the U.S. Executive represents and warrants that Executive has such authorization and will provide
the Company with evidence thereof on or before the Effective Date of this Agreement. Executive further acknowledges that the Company
may perform a background check on Executive for purposes relating to Executive’s Company employment, after providing written
notice to and obtaining written consent from Executive. At all times Company shall comply with the Fair Credit Reporting Act and
any other applicable laws regarding background checks, and Executive agrees that if the results of said background check are unsatisfactory
to the Company, the Company may terminate this Agreement immediately upon written notice, and Executive shall have no further rights
or obligations hereunder.


 


2.       Employment
Period. Executive’s employment hereunder shall be effective on the Effective Date and shall continue until terminated
by either party in accordance with Section 7. The period during which Executive is employed under this Agreement shall be referred
to herein as the “Employment Period.” The date on which this Agreement terminates pursuant to Section 7 shall be referred
to herein as the “Termination Date.”


 


3.       Employment
Period Duties. During the Employment Period, the Executive shall be employed by and serve as President of the Company on
a full-time basis reporting directly to the Company’s Chief Executive Officer (“CEO”) or anyone else designated
by the Company to supervise Executive. The Executive shall perform such duties as are normally associated with the position of
President of the Company and president of a public company and such duties as are assigned to Executive from time to time and are
consistent with those performed by the position of President of the Company and president of a public company. The Company reserves
the right from time to time to change the nature and scope of Executive’s duties. Executive hereby agrees and understands
that the primary place of work is the Company office in Nashua, NH, and that Executive may also be required to travel, including
travel overseas, in furtherance of the duties of the position.


 


 


 


98 Spit Brook Road, Suite
100 Nashua, NH 03062


phone: 603.882.5200 toll
free: 866.280.2239 fax: 603.218.6658


www.icadmed.com


  






     


    


    

 


	 	 



 



 


4.       Exclusive
Service. Executive hereby agrees to devote all of his/her reasonable efforts and business time, attention, and energies
to the performance of his/her duties under this Agreement and to the Company; provided that Executive may serve on the board of
directors of purely philanthropic or civic organizations or on the board of directors of one other company that is not competitive
with the business of the Company (“Corporate Boards”), in each case only to the extent that such service or participation
does not interfere with Executive’s employment with the Company or duties under this Agreement. Executive may serve on the
board of directors of additional companies that are not competitive with the business of the Company to the extent that such service
or participation does not interfere with Executive’s employment with the Company or duties under this Agreement and Executive
has advised the Company prior to commencing, and the Company has consented (which consent shall not be unreasonably withheld) to,
such additional Corporate Board service.


 


5.       Restrictive
Covenants. Executive understands and acknowledges that Executive will have direct and indirect responsibility for managing
and overseeing analysis throughout the Company, working directly with the executive team, and overseeing special projects. Executive
understands and agrees that her duties extend to all geographic regions in which the Company operates and all other jurisdictions
where the Company conducts business during the Employment Period in furtherance of the Company’s business and relationships.
Executive further understands and agrees that Executive will have and be given access to, solely for the purpose of furthering
the Company’s business, all of the Company’s trade secrets, and proprietary and confidential information, Executive
will become familiar with such trade secrets and information, and Executive’s services will be special, unique and extraordinary
to the Company in this regard. Consequently, the Executive agrees as follows:


 


5.1       During
the Employment Period and during the one (1) year period following the Termination Date (the “Covenant Period”), Executive
will not, directly or indirectly, individually or jointly, own any interest in, operate, join, control, promote, participate, engage
or have any other interest (whether Executive is acting as owner, partner, stockholder, employee, broker, agent, principal, trustee,
board member, corporate officer, director, advisor, consultant or in any other capacity), or enter into the employment of or perform
any other services for any person or entity (other than the Company) that engages in any business activities that are competitive
with the business in which the Company is engaged during the Employment Period, anywhere in the United States (the “Covenant
Area”). Executive agrees and understands that the provisions described in this Section 5.1 are necessary to protect the good
will and the confidential, proprietary and trade secret information belonging to the Company. Notwithstanding anything herein to
the contrary, this Agreement will not prevent Executive from holding for investment up to 5%, or any amount provided by law, whichever
is greater, of any class of stock or other securities of a publicly held company, if such stock is publicly traded and listed on
any national or regional stock exchange.


 


5.2       Executive understands that the
Company has spent considerable time, effort and expense developing proprietary information and has taken reasonable measures to
protect its secrecy. Therefore, as a condition of employment with the Company, Executive shall execute the Non-Solicitation, Non-Disclosure
and Inventions Assignment Agreement (the “NDA”), which is attached hereto as Exhibit A and incorporated by reference
herein. The NDA is intended to survive and does survive the termination or expiration of this Agreement. The obligations, duties
and liabilities of the Executive pursuant to this Section 5 and Exhibit A of this Agreement are continuing, absolute and unconditional,
and shall remain in full force and effect, despite any termination of this Agreement for any reason whatsoever, with or without
Cause.


 


 


 


98 Spit Brook Road, Suite
100 Nashua, NH 03062


phone: 603.882.5200 toll
free: 866.280.2239 fax: 603.218.6658


www.icadmed.com




 






     


    


    

 


	 	 



 



 


6.       Compensation
and Benefits. As compensation for the services to be performed by the Executive under this Agreement, the Company agrees
to pay the Executive, and the Executive agrees to accept the following:


 


6.1       Salary.
The Company shall pay to the Executive an annual base salary of Three Hundred Twenty-Three Thousand US Dollars ($323,000) (the
“Base Salary”) commencing on the Effective Date of this Agreement, which shall be payable in equal installments, not
less frequently than bi-weekly, in accordance with the Company’s payroll practices; shall be subject to customary and required
deductions and withholdings; and shall be reviewed by the Company in its sole discretion based upon the Executive’s and the
Company’s performance and may be increased.


 


6.2       Non-Bonus
Eligible Base Salary. The Company shall pay to the Executive an annual non-bonus eligible base salary of Thirteen Thousand
Eight Hundred US Dollars ($13,800) (the “Non-Bonus Eligible Base Salary”) commencing on the Effective Date of this
Agreement, which shall be payable in equal installments, not less frequently than bi-weekly, in accordance with the Company’s
payroll practices; shall be subject to customary and required deductions and withholdings; and shall be reviewed by the Company
in its sole discretion based upon the Executive’s and the Company’s performance.


 


6.3       Discretionary
Bonus. Executive will be eligible to participate in Company’s annual discretionary bonus plan for executives, subject
to its terms and conditions, with the potential to earn a short-term cash and/or equity-based bonus up to 45 percent of Executive’s
Base Salary (“Discretionary Bonus”).  Please reference the current year bonus plan for details. No annual Discretionary
Bonus is guaranteed, and its payment rests in the sole discretion of the Company.


 


6.4       Benefits.
The Executive shall be entitled to participate in the Company’s benefit plans, including but not limited to, medical, dental,
vision, life and disability insurance plans, and 401k plan for its employees, subject to the eligibility and contribution requirements,
enrollment criteria and the other terms and conditions of such plans. The Company reserves the right to modify, amend and eliminate
any such plans, in its sole and absolute discretion.


 


6.5       Paid
Time Off. Executive shall be entitled to paid time off and holidays pursuant to the terms of the Company’s paid time
off policy as may exist and be amended from time to time.


 


6.6       Expense
Reimbursement. The Company shall reimburse the Executive for any reasonable out-of-pocket business expense, including for
travel, marketing, entertaining or other similar business expenses incurred by the Executive during the Employment Period in the
discharge of the position duties under this Agreement (“Expense”); provided that for each Expense, such Expense was
incurred and the related reimbursement request was made, in compliance with the Company’s expense reimbursement policy in
effect and supported by relevant documentation. The Company shall also pay to the Executive an automobile expense allowance in
the amount of $650.00 per month accruing from day to day. The Executive shall pay all the expenses of maintaining, insuring and
operating such automobile. To the extent any reimbursements referenced in Section 6.6 (and any other reimbursements of costs and
expenses provided for herein) are includable in the Executive’s gross income for Federal income tax purposes, all such reimbursements
and the automobile expense allowance shall be made no later than March 15 of the calendar year next following the calendar year
in which the expenses to be reimbursed are incurred or the automobile expense allowance accrued.


 


 





 


98 Spit Brook Road, Suite
100 Nashua, NH 03062


phone: 603.882.5200 toll
free: 866.280.2239 fax: 603.218.6658


www.icadmed.com




 






     


    


    

 


	 	 



 



  


7.       Termination.
Notwithstanding any other provision of this Agreement, the employment relationship between the Company and Executive shall be an
at-will employment relationship.  Either party may terminate Executive’s employment under this Agreement at any time
for any reason.  For purposes of this Agreement, the “Termination Date” shall mean (a) if Executive’s employment
is terminated by death, the date of death; (b) if Executive’s employment is terminated by Disability, the fifteenth (15th)
day after Notice is given; and (c) If Executive’s employment is terminated with Cause, without Cause, or for Good Reason
(as defined below), the later of the date specified in the Notice or after expiration of any applicable cure periods, if any. 
No matter the reason for termination, on or prior to the Termination Date, Executive shall return to the Company any and all Proprietary
Information (as defined Exhibit A) in the Executive’s possession, together with any and all other property of the Company. 
 


 


7.1       Notice
of Termination. In the event this Agreement is terminated by Executive for any reason other than for Good Reason
(as defined below), Executive shall provide the Company with a written notice (“Notice”) of Executive’s intent
to terminate this Agreement at least four weeks prior to the Termination Date.  In the event that the Agreement is terminated
by the Executive for Good Reason, Executive must satisfy the Good Reason Process and Good Reason Cure Period as defined below. In
the event that this Agreement is terminated by the Company without Cause (as defined below), the Company shall provide the Executive
with Notice of its intent to terminate this Agreement at least two weeks prior to the Termination Date. For purposes of this Agreement,
Notice shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated.
For the purpose of this Section 7, “Cause” shall mean Executive: (i) fails or refuses to substantially perform Executive’s
obligations under this Agreement or to the Company (other than such failure directly resulting from a legally-protected illness,
condition or disability); provided, however, that the Company shall have provided Executive with written notice that such actions
are occurring and the Executive has been afforded at least fifteen (15) days to cure same; (ii) engaging in illegal conduct, gross
negligence or willful misconduct (including but not limited to, theft, fraud, embezzlement and securities law violations) that
may be injurious to the Company or its affiliates; (iii) violating a federal or state law or regulation applicable to the Company’s
business which violation may be injurious to the Company; (iv) breaching the terms of any restrictive covenant agreement, confidentiality
agreement or invention assignment agreement between Executive and the Company;  (v) being convicted of, or entering a plea
of nolo contendere to, a felony, or committing any act of moral turpitude, dishonesty or fraud, or the misappropriation of property
belonging to the Company or its affiliates; (vi) engaging in any act that constitutes misconduct, theft, fraud, misrepresentation,
conflict of interest, or breach of fiduciary obligations or duty of loyalty to the Company; (vii) possessing or use of illegal
drugs, a prohibited substance and/or alcohol, to such extent that it impairs Executive’s ability to perform the duties or
responsibilities or compromises the safety of Executive or others, subject to applicable law; or (viii) violating or failing to
comply with any securities law, rule or regulation, or stock exchange regulation or rule relating to or affecting the Company,
including, but not limited to, Executive’s failure or refusal to honestly provide a certificate in support of the Company
or officer or employee of the Company as required under and in compliance with the Sarbanes-Oxley Act of 2002.  In the event
that Executive terminates this Agreement for any reason other than Good Reason, or the Company terminates this Agreement for Cause
(as defined herein), the Agreement shall automatically terminate on the Termination Date and Executive shall only receive payment
of any accrued but unpaid Base Salary and Non-Bonus Eligible Base Salary through the Termination Date, reimbursement for any unpaid
and approved expenses incurred pursuant to Section 6.6 through the Termination Date, and any accrued but unpaid vacation (collectively,
the “Accrued Amounts”).  “Good Reason” means that Executive has complied with the “Good Reason
Process” (as defined below) following the occurrence of any of the following events:  (a) the Company changing the Executive’s
position such that she is no longer the President of the Company, or materially diminishing the Executive’s authority, duties
and/or responsibilities such that his/her authority, duties and/or responsibilities are no longer commensurate with those customarily
associated with the title of President; (b) the Company reducing the Executive’s compensation below the Base Salary; (c)
the Company requiring the Executive, without his/her consent, to relocate more than fifty (50) miles from the Company’s principal
office to which she reports as of the Effective Date; or (d) any material breach by the Company of any of its obligations under
this Agreement; or (e) the Company demonstrably demanding that Executive perform her duties in a manner that violates any applicable
laws, the Company Code of Business Conduct and Ethics, or any Company policies. “Good Reason Process” means that (a)
the Executive reasonably determines in good faith that a Good Reason condition has occurred; (b) the Executive notifies the Company
in writing of the occurrence of the Good Reason condition within thirty (30) days of the occurrence of such condition; (c) the
Executive cooperates in good faith with the Company’s efforts, for a period not less than thirty (30) days following such
notice (the “Good Reason Cure Period”), to remedy the condition; (d) notwithstanding such efforts, the Good Reason
condition continues to exist; and (e) the Executive terminates his/her employment within thirty (30) days after the end of the
Good Reason Cure Period. 


 


 





 


98 Spit Brook Road, Suite
100 Nashua, NH 03062


phone: 603.882.5200 toll
free: 866.280.2239 fax: 603.218.6658


www.icadmed.com




  






     


    


    

 


	 	 



 



  


7.2    Termination
Upon Death or Disability. In the event of Executive’s death or the Executive’s incapacity due to Disability
(as defined herein) during the Employment Period (as defined herein), the Agreement shall automatically terminate on the Termination
Date and Executive shall only receive payment of the Accrued Amounts. In the event of Executive’s death, those payments will
be made to the estate, legal representative or beneficiary, as applicable, of Executive and any death benefits payable and due
to the death of Executive under Company benefit plans or programs will also be paid. For the purpose of this Section 7.2, Disability
shall be defined as the Executive being absent and unable to perform her duties under this Agreement for either ninety (90) consecutive
days or a total of 90 days out of any period of one hundred and eighty consecutive days, all as determined in good faith by the
Company.


 


7.3     Severance Upon Termination Of Employment
Without Cause or for Good Reason. In the event that the Company terminates this Agreement or Executive’s employment
without Cause (as defined in Section 7.1), or Executive terminates this Agreement for Good Reason (as defined in Section 7.1 and
subject to the satisfaction of the Good Reason Process and Good Reason Cure Period), then subject to the conditions set forth in
this Section 7.3, the Executive shall receive the Accrued Amounts, as well as an amount equal to the pro rata share of the Discretionary
Bonus which would otherwise been payable in accordance with Section 6.3 hereof for the employment year in which the Termination
Date occurs, payable at such time the Discretionary Bonus, if any, would otherwise have been payable in accordance with Section
6.3 hereof. The Executive shall also receive an amount equal to twelve (12) months of Executive’s then current Base Salary,
less all applicable withholdings and deductions, paid over such 12-month period in installments on the Company’s regular
payroll schedule following the Termination Date; and the Company shall pay its share of the COBRA premiums necessary to continue
Executive’s health insurance coverage in effect for Executive and Executive’s eligible dependents (as of the Termination
Date) for twelve (12) months beyond the Termination Date, provided that Executive timely elects continued coverage under COBRA
following the Termination Date. Executive’s receipt of payments and benefits in this Section 7.3 is conditioned on and subject
to (i) Executive signing and not rescinding this Agreement and the NDA attached hereto as Exhibit A (and incorporated herein),
and (ii) Executive signing and not rescinding an effective, general release of all claims in favor of the Company and in a form
acceptable to the Company within no greater than 60 days following Executive’s Termination Date.


 


 





 


98 Spit Brook Road, Suite
100 Nashua, NH 03062


phone: 603.882.5200 toll
free: 866.280.2239 fax: 603.218.6658


www.icadmed.com




  






     


    


    

 


	 	 



 



  


7.4       Termination
Following Change in Control. Anything contained herein to the contrary notwithstanding,
in the event the Executive’s employment hereunder is terminated within six (6) months following a Change in Control (as defined
below) by the Company without Cause, then the Company shall pay to the Executive in complete satisfaction of its obligations under
this Agreement, reimbursement for any unpaid and approved expenses incurred pursuant to Section 6.6 through the Termination Date,
any accrued but unpaid Base Salary and vacation and, as severance pay and as liquidated damages (because actual damages are difficult
to ascertain), an amount equal to (i) (a) her Base Salary as then in effect for a period of eighteen months (18) months
from the Termination Date, payable in equal installments on the Company’s normal payroll dates for the eighteen (18) month
period following the Termination Date; and (b) an amount equal to the Discretionary Bonus
which would otherwise been payable in accordance with Section 6.3 hereof for the employment year in which the Termination
Date occurs, payable at such time the Discretionary Bonus, if any, would otherwise have been payable in accordance with Section
6.3 hereof; and (c) the remainder of any Non-Bonus Eligible Base Salary not already paid pursuant to section 6.2 above; or (ii)
except with regard to the payment of any amount that is a Section 409A Amount, the Company, in its sole discretion, may elect to
make a lump sum cash payment equal to the present value of the payments otherwise due under clause (i); provided that
if any severance payment payable after a “Change in Control” as defined in Section 280G of the Internal Revenue Code
of 1986 (the “Code”), either alone or together with other payments or benefits, either cash or non-cash, that the Executive
has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation,
options, stock appreciation rights or any benefits payable to the Executive under any plan for the benefit of employees, which
would constitute an “excess parachute payment” (as defined in Code Section 280G), then such severance payment or other
benefit shall be reduced to the largest amount that will not result in receipt by the Executive of a parachute payment. The determination
of the amount of the payment described in this subsection shall be made by the Company’s independent auditors at the sole
expense of the Company. For purposes of clarification the value of any options described above will be determined by the Company’s
independent auditors using a Black-Scholes valuation methodology.


 


For purposes of this Agreement,
a “Change in Control” shall be deemed to occur (i) when any “person” as defined in Section 3(a)(9)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as used in Section 13(d) and 14(d) thereof,
including a “group” as defined in Section 13(d) of the Exchange Act, but excluding the Executive, the Company or any
subsidiary or any affiliate of the Company or any employee benefit plan sponsored or maintained by the Company or any subsidiary
of the Company (including any trustee of such plan acting as trustee), becomes the “beneficial owner” (as defined in
Rule 13(d)(3) under the Exchange Act) of securities of the Company representing 50% or more of the combined voting power of the
Company’s then outstanding securities; or (ii) the occurrence of a transaction requiring stockholder approval for the
acquisition of the Company by an entity other than the Company or a subsidiary or an affiliated company of the Company through
purchase of assets, or by merger, or otherwise.


 


 





 


98 Spit Brook Road, Suite
100 Nashua, NH 03062


phone: 603.882.5200 toll
free: 866.280.2239 fax: 603.218.6658


www.icadmed.com




  






     


    


    

 


	 	 



 



  


If within
six (6) months after the occurrence of a Change in Control, the Company shall terminate the Executive’s employment without
Cause, then notwithstanding the vesting and exercisability schedule in any stock option or other equity award agreement between
the Company and the Executive, all unvested stock options and other equity awards granted by the Company to the Executive pursuant
to such agreement shall immediately vest and become exercisable and shall remain exercisable for not less than 180 days thereafter.


 


8.       Injunctive
Relief. Executive and the Company: (i) intend that the provisions of Section 5 and Exhibit A be and become valid and enforceable;
(ii) acknowledge and agree that the provisions of Section 5 and Exhibit A are reasonably necessary to protect the legitimate interests
of the Company; and (iii) that any violation of Section 5 or Exhibit A will result in immediate and irreparable injury to the business
and good will of the Company for which there exists no adequate remedy at law. Accordingly, Executive agrees that if she violates
any of the provisions of Section 5 or Exhibit A then, in addition to any other remedy available at law or in equity, the Company
shall be entitled to specific performance or injunctive relief without posting a bond, or other security, and without notice to
Executive or the necessity of proving actual damages.


 


9.       Warranties
and Covenants. As an inducement to the Company to enter into this Agreement, Executive represents and warrants as follows:
(i) there exist no impediments or restraints, contractual or otherwise on Executive’s power, right or ability to enter into
this Agreement and to perform her duties and obligations hereunder; and (ii) the performance of her obligations under this Agreement
do not and will not violate or conflict with any agreement relating to confidentiality, non-competition or exclusive employment
to which Executive is or was subject.


 


10. Indemnification.In
the event that Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal,
administrative or investigative, (collectively, a “Proceeding”) by reason of the fact that Executive is or was an employee,
officer or director of the Company, or is or was serving at the request of the Company as a director, officer, member, employee
or agent of another corporation or a partnership, joint venture, trust or other enterprise, Executive shall be indemnified and
held harmless by the Company to the fullest extent permitted by, and except as prohibited under, applicable law from and against
any liabilities, costs, claims and expenses, including all costs and expenses incurred in defense of any Proceeding (including
attorneys’ fees). Costs and expenses incurred by Executive in defense of such Proceeding (including attorneys’ fees)
shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written
request for payment; (ii) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for
which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on Executive’s behalf to
repay the amounts so paid if it shall ultimately be determined that Executive is not entitled to be indemnified by the Company
under this Agreement. This indemnification provision shall not apply to any Proceeding initiated by Executive or the Company relating
to a dispute between Executive and the Company with respect to this Agreement or Executive’s employment under this Agreement.


 


 





 


98 Spit Brook Road, Suite
100 Nashua, NH 03062


phone: 603.882.5200 toll
free: 866.280.2239 fax: 603.218.6658


www.icadmed.com




  






     


    


    

 


	 	 



 



  


11.       Directors’
and Officers’ Insurance. The Company represents that it will use best efforts to maintain directors’ and officers’
liability insurance during the term of Executive’s employment providing coverage to Executive on terms that are no less favorable
than the coverage provided to the directors and senior most executives of the Company, subject to the terms and exclusions of the
applicable policy.


 


12.       Withholding.
All sums payable to Executive shall be reduced by all federal, state, local and other withholding and similar taxes and payments
required by applicable law.


 


13.       Code
Section 409A; Six Month Holdback. It is intended that all of the payments and benefits payable under this Agreement
satisfy, to the greatest extent possible, the exemptions from 409A, and all provisions of this Agreement shall be construed in
a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. To the extent (i) any
payments to which Executive becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with
Executive’s separation of service from the Company constitute deferred compensation subject to Section 409A of the Code
and (ii) Executive is deemed by the Company at the time of such separation of service to be a “specified employee”
under Section 409A of the Code, as determined by Company, by which determination Executive agrees to be bound, then such payment
shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date
of Executive’s “separation from service” (as such term is defined below); (ii) the date Executive becomes
“disabled” (as defined in Section 409A of the Code); or (iii) the date of Executive’s death following
such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse
tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive would
otherwise be liable under Section 409A(a)( 1 )(B) of the Code in the absence of such deferral. Upon the expiration of the
applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in
installments) in the absence of this paragraph shall be paid to Executive in one lump sum. With respect to any determination that
the payments or benefits provided for in this Agreement are subject to Section 409A, then each payment or installment is a
separate and distinct payment and, to the extent any payment under this Agreement may be classified as a “short-term deferral”
within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an
exemption from Section 409A under another provision of Section 409A. Each other payment that is not a “short-term
deferral” is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation
Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation. With regard to any provision herein
that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right
to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the amount of expenses
eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement,
or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with
regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject
to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of
the Executive’s taxable year following the taxable year in which the expense was incurred. For purposes of this Agreement,
separation or termination of Executive’s employment with the Company shall mean “separation from service” within
the meaning of Section 409A of the Code and Section 1.409A-l(h) of the regulations promulgated under the Code or any
successor regulations. In any event, Company makes no representations or warranty and shall have no liability to Executive or any
other person if any benefits or payments under this Agreement are determined to be deferred compensation subject to Code Section 409A
and/or to not to satisfy the conditions of that section. No interest shall be due on amounts deferred.


 


 





 


98 Spit Brook Road, Suite
100 Nashua, NH 03062


phone: 603.882.5200 toll
free: 866.280.2239 fax: 603.218.6658


www.icadmed.com




  






     


    


    

 


	 	 



 



  


14.       Notices.
Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been
given: (i) when hand-delivered if delivered by personal delivery or by Federal Express or similar courier service; (ii) on
the date of receipt, refusal or non-delivery indicated on the return receipt if deposited in the United States mail, registered
or certified, return receipt requested and with proper postage prepaid; or (iii) when received, if sent by facsimile with
a copy sent via regular U.S. mail. All notices shall be addressed to the Company or Executive at their respective addresses set
forth below, or to such other address as either party may designate for itself or himself/herself by written notice to the other
given from time to time in accordance with the provisions of this Agreement:


 


	 	To Executive:	Stacey Stevens
	 	 	Last address on file with the Company
	 	 	 
	 	To Company:	iCAD, Inc.
	 	 	98 Spit Brook Road- Suite 100
	 	 	Nashua, NH  03062
	 	 	Attn: Chairman of the Board
	 	 	 
	 	 	With a copy to:
	 	 	Gina D. Wodarski, Esq.
	 	 	GDW LAW
	 	 	177 Huntington Avenue
	 	 	Suite 1703, PMB 70191
	 	 	Boston, MA  02115-3153



 


15.       Executive’s
Cooperation. During the Employment Period and thereafter, the Executive shall cooperate with
the Company in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company
(including, without limitation, the Executive being available to the Company upon reasonable notice for interviews and factual
investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal
process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are
or may come into the Executive’s possession, all at times and on schedules that are reasonably consistent with the Executive’s
other permitted activities and commitments). In the event the Company requires the Executive’s cooperation in accordance
with this section after the termination of the term of this Agreement, the Company shall reimburse the Executive for all of his
reasonable costs and expenses incurred, in connection therewith, plus pay the Executive a reasonable amount per day for her time
spent.


 


 





 


98 Spit Brook Road, Suite
100 Nashua, NH 03062


phone: 603.882.5200 toll
free: 866.280.2239 fax: 603.218.6658


www.icadmed.com




  






     


    


    

 


	 	 



 



  


16.       General
Provisions.


 


16.1.       Amendment.
The provisions of this Agreement may be amended, modified, supplemented, or otherwise altered only if the Company’s Chairman
of the Council (or Compensation Committee Chairman) and the Executive have each duly executed and delivered to the other party
a written instrument which states that it constitutes an amendment or modification (as applicable) to this Agreement and specifies
the provision(s) that are being modified or amended (as applicable).


 


16.2       Representation
by Counsel and Mutual Negotiation. Each party has had the opportunity to be represented by counsel of her or its choice
in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated, drafted and prepared at the joint
request and direction of the parties, at arm’s length, with the advice and participation of counsel, and shall be interpreted
in accordance with its terms and without favor to any party.


 


16.3.       Binding
Effect and Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Executive,
his/her heirs, executors, and administrators, and the Company, its successors and assigns, except that the Executive may not assign
any of his/her rights or duties hereunder without the prior written consent of the Company, which consent may be withheld by the
Company in its sole discretion. Company may assign its rights, together with its obligations hereunder, to any parent, subsidiary
or successor, or in connection with any sale, transfer or other disposition of all or substantially all of its business and assets;
provided, however, that any such assignee assumes Company’s obligations hereunder.


 


16.4.       Waivers.
The failure by either party at any time to require performance or compliance by the other of any of its obligations or agreements
shall in no way affect the right to require such performance or compliance at any time thereafter. The waiver by either party of
a breach of any provision hereof shall not be taken or held to be a waiver of any preceding or succeeding breach of such provision
or as a waiver of the provision itself. No waiver of any kind shall be effective or binding, unless it is in writing and is signed
by the party against whom such waiver is sought to be enforced.


 


16.5.       Entire
Agreement. This Agreement and its Exhibit sets forth the entire Agreement between the Company and the Executive relating
to its subject matter and supersedes all such prior agreements and understandings, both written and oral, between the parties with
respect to the subject matter of this Agreement including but not limited to the Change of Control and Bonus Agreement entered
into by the Company and the Executive in October 2015, which is terminated hereby.


 


 





 


98 Spit Brook Road, Suite
100 Nashua, NH 03062


phone: 603.882.5200 toll
free: 866.280.2239 fax: 603.218.6658


www.icadmed.com




 






     


    


    





 


	 	 



 



  


16.6.       Headings
and Interchangeability. The headings of sections and subsections in this Agreement are merely for convenience of reference
and shall not affect the interpretation of any of the provisions of this Agreement. Whenever appropriate, the singular form of
a word shall be interpreted in the plural and vice versa. All words and phrases shall be construed as masculine, feminine or neuter
gender, according to the context.


 


16.7.       Further
Assurances. Each party agrees to cooperate with the other, and to execute and deliver, or cause to be executed and delivered,
all such other instruments and documents, and to take all such other actions as may be reasonably requested of him or it from time
to time, in order to effectuate the provisions and purposes of this Agreement.


 


16.8.       Severability.
Whenever possible, each provision of this Agreement shall be construed and interpreted in such a manner as to be effective and
valid under applicable law, but if any provision of this Agreement or the application thereof to any party or circumstance shall
be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition without
invalidating the remainder of such provision or any other provision of this Agreement or the application of such provision to other
parties or circumstances. Without limitation of the foregoing, the parties agree and acknowledge that the duration, scope and geographic
area of the covenants described in Sections 5 and Exhibit A hereof are fair, reasonable and necessary in order to protect the goodwill
and other legitimate interests of the Company, that adequate consideration has been received by the Executive for such obligations,
and these obligations do not and will not prevent the Executive from earning a livelihood. If, however, for any reason any court
of competent jurisdiction determines that such restrictions are not reasonable, that consideration is inadequate or that the Executive
has been prevented unlawfully from earning a livelihood, such restrictions shall be interpreted, modified or rewritten to include
as much of the duration, scope and geographic area identified in such provisions as will render such restrictions valid and enforceable.


 


16.9.       Governing
Law. This Agreement, the performance of the parties hereunder and any dispute arising out
of or in connection with this Agreement shall be governed by the internal laws (and not the law of conflicts) of the State of Delaware.
Any claim or controversy arising out of or in connection with this Agreement, or the breach thereof, shall be adjudicated exclusively
by the state courts for the State of New Hampshire, or by a federal court sitting in New Hampshire. The parties hereto agree to
the personal jurisdiction of such courts and agree to accept process by regular mail in connection with any such dispute.


 


17.       Enforcement.
In the event that any proceedings are brought to enforce this Agreement or remedy any breach hereof, then in addition to any and
all damages resulting from any breach hereof, the prevailing party shall be entitled to recover its or his costs and expenses,
including reasonable attorneys’ fees, incurred in the proceedings relating to the terms and conditions of this Agreement.


 


 





 


98 Spit Brook Road, Suite
100 Nashua, NH 03062


phone: 603.882.5200 toll
free: 866.280.2239 fax: 603.218.6658


www.icadmed.com




  






     


    


    

 


	 	 



 



  


18.       Counterparts.
This Agreement may be executed in any one or more counterparts, each of which shall constitute an original, no other counterpart
needing to be produced, and all of which, when taken together, shall constitute but one and the same instrument.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the day and year first written above.


 


	EXECUTIVE:	COMPANY:
	 	 
	
        /s/ Stacey Stevens

         
	
        By: /s/ Michael Klein

        Name: Michael Klein

        Title: Chief Executive Officer




 


 


 


 


 


 


 





 


98 Spit Brook Road, Suite
100 Nashua, NH 03062


phone: 603.882.5200 toll
free: 866.280.2239 fax: 603.218.6658


www.icadmed.com