Exhibit 10.22


 


CHANGE IN CONTROL AGREEMENT


 


December 10, 2008


 


Reza
A. Ghanbari


3144
Northview Road


Wayzata,
MN 55391


 


Dear Dr. Ghanbari:


 


In
connection with your hiring as the Executive Vice President, Strategy and
Products of Vital Images, Inc., a Minnesota corporation (the “Company”),
we hereby offer you valuable and unique benefits.  The Company considers the establishment and
maintenance of a sound and vital management to be essential to protecting and
enhancing the best interests of the Company and its shareholders.  In this connection, the Company recognizes
that, as is the case with many publicly held corporations, the possibility of a
Change in Control may arise and that such possibility and the uncertainty and
questions which it may raise among management may result in the departure or
distraction of management personnel to the detriment of the Company and its
shareholders.


 


Accordingly, the Board has determined that
appropriate steps should be taken to minimize the risk that Company management
will depart prior to a Change in Control, thereby leaving the Company without
adequate management personnel during such a critical period, and that
appropriate steps also be taken to reinforce and encourage the continued
attention and dedication of members of the Company’s management to their
assigned duties without distraction in circumstances arising from the
possibility of a Change in Control.  In
particular, the Board believes it important, should the Company or its
shareholders receive a proposal for transfer of control, that you be able to
continue your management responsibilities without being influenced by the
uncertainties of your own personal situation.


 


The Board recognizes that continuance of your
position with the Company involves a substantial commitment to the Company in
terms of your personal life and professional career and the possibility of
foregoing present and future career opportunities, for which the Company
receives substantial benefits. 
Therefore, to induce you to remain in the employ of the Company, this
Agreement, which has been approved by the Board, sets forth the benefits which
the Company agrees will be provided to you in the event your employment with
the Company is terminated in connection with a Change in Control under the circumstances
described below.


 


The following terms will have the meaning set
forth below unless the context clearly requires otherwise.  Terms defined elsewhere in this Agreement
will have the same meaning throughout this Agreement.


 


ARTICLE
I.


DEFINITIONS


 


1.             “Affiliate” means (i) any
corporation more than 50% of whose outstanding securities ordinarily having the
right to vote at elections of directors is owned directly or indirectly by the
Company or (ii) any other form of business entity in which the Company, by
virtue of a direct or indirect ownership interest, has the right to elect a
majority of the members of such entity’s governing body.


 

















 


2.             “Agreement” means this letter
agreement as amended, extended or renewed from time to time in accordance with
its terms.


 


3.             “Board” means the board of directors
of the Company duly qualified and acting at the time in question.  On and after the date of a Change in Control,
any duty of the Board in connection with this Agreement is nondelegable and any
attempt by the Board to delegate any such duty is ineffective.


 


4.             “Cause” means:


 


a.             your gross misconduct;


 


b.             your willful and continued failure to perform
substantially your duties with the Company (other than any such failure (1) resulting
from your Disability or incapacity due to bodily injury or physical or mental
illness or (2) relating to changes in your duties after a Change in Control
which constitute Good Reason) after a demand for substantial performance is
delivered to you by the chair of the Board which specifically identifies the
manner in which you have not substantially performed your duties and provides
for a reasonable period of time within which you may take corrective actions;
or


 


c.             your conviction (including a plea of nolo
contendere) of willfully engaging in illegal conduct constituting a felony or
gross misdemeanor under federal or state law which is materially and
demonstrably injurious to the Company or which impairs your ability to perform
substantially your duties for the Company.


 


An act or failure to act
will be considered “gross” or “willful” for this purpose only if done, or
omitted to be done, by you in bad faith and without reasonable belief that it
was in, or not opposed to, the best interests of the Company.  Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Company’s board of
directors (or a committee thereof) or based upon the advice of counsel for the
Company will be conclusively presumed to be done, or omitted to be done, by you
in good faith and in the best interests of the Company.  It is also expressly understood that your
attention to matters not directly related to the business of the Company will
not provide a basis for termination for Cause so long as the Board did not
expressly disapprove in writing of your engagement in such activities either
before or within a reasonable period of time after the Board knew or could
reasonably have known that you engaged in those activities.  Notwithstanding the foregoing, you may not be
terminated for Cause unless and until there has been delivered to you a copy of
a resolution duly adopted by the affirmative vote of not less than a majority
of the entire membership of the Board at a meeting of the Board called and held
for the purpose (after reasonable notice to you and an opportunity for you,
together with your counsel, to be heard before the Board), finding that in the
good faith opinion of the Board you were guilty of the conduct set forth above
in clauses a., b. or c. of this definition and specifying the particulars
thereof in detail.


 


5.             “Change in Control” means any of the
following:


 


a.             the sale, exchange or other transfer,
directly or indirectly, of all or substantially all of the assets of the
Company to any Person in one transaction or in a series of related transactions
which occur during the twelve-month period ending on the date of the most
recent purchase or other acquisition by such Person;


 


b.             any Person is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of (1) 30 percent or more, but not more than 50


 


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percent, of the combined
voting power of the outstanding securities of the Company ordinarily having the
right to vote at elections of directors, unless the transaction resulting in
such ownership has been approved in advance by the “continuing directors” or (2) more
than 50 percent of the combined voting power of the outstanding securities of
the Company ordinarily having the right to vote at elections of directors
(regardless of any approval by the continuing directors);


 


d.             a merger or consolidation to which the
Company is a party if the shareholders of the Company immediately prior to the
effective date of such merger or consolidation have, solely on account of
ownership of securities of the Company at such time, “beneficial ownership” (as
defined in Rule 13d-3 under the Exchange Act) immediately following the
effective date of such merger or consolidation of securities of the surviving
company representing less than 50 percent of the combined voting power of the
surviving corporation’s then outstanding securities ordinarily having the right
to vote at elections of directors (regardless of any approval by the continuing
directors); or


 


e.             the continuing directors cease for any reason
to constitute at least a majority of the Board.


 


For purposes of this Section 1(e),
a “continuing director” means any individual who is a member of the Board on August 1,
2008, while he or she is a member of the Board, and any individual who
subsequently becomes a member of the Board whose election or nomination for
election by the Company’s shareholders was approved by a vote of at least a
majority of the directors who are continuing directors (either by a specific
vote or by approval of the proxy statement of the Company in which such
individual is named as a nominee for director without objection to such
nomination).


 


In all cases, the
determination of whether a Change in Control has occurred shall be made in
accordance with Code Section 409A and the regulations, notices and other
guidance of general applicability issued thereunder.


 


6.             “Code” means the Internal Revenue Code
of 1986, as amended.  Any reference to a
specific provision of the Code includes a reference to such provision as it may
be amended from time to time and to any successor provision.


 


7.             “Company” means Vital Images, Inc.
and/or any Affiliate.


 


8.             “Confidential Information” means
information which is proprietary to the Company or proprietary to others and
entrusted to the Company, whether or not trade secrets. It includes information
relating to business plans and to business as conducted or anticipated to be
conducted, and to past or current or anticipated products or services.  It also includes, without limitation,
information concerning research, development, purchasing, accounting, marketing
and selling.  All information which you
have a reasonable basis to consider confidential is Confidential Information,
whether or not originated by you and without regard to the manner in which you
obtain access to that and any other proprietary information.


 


9.             “Date of Termination” following a
Change in Control (or prior to a Change in Control if your termination was
either a condition of the Change in Control or was at the request or insistence
of any Person related to the Change in Control) means:


 


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a.             if your employment is to be terminated for
Disability, 30 days after Notice of Termination is given (provided that you
have not returned to the performance of your duties on a full-time basis during
such 30-day period);


 


b.             if your employment is to be terminated by the
Company for Cause or by you for Good Reason, the date specified in the Notice
of Termination, which date may not be less than 30 days or more than 60 days
after the date on which the Notice of Termination is given unless you and the
Company otherwise expressly agree;


 


c.             if your employment is to be terminated by the
Company for any reason other than Cause, Disability, death or Retirement, the
date specified in the Notice of Termination, which in no event may be a date
earlier than 90 days after the date on which a Notice of Termination is given,
unless an earlier date has been expressly agreed to by you in writing either in
advance of, or after; receiving such Notice of Termination; or


 


d.             if your employment is terminated by reason of
death or Retirement, the date of death or Retirement, respectively.


 


In the case of termination
by the Company of your employment for Cause, if you have not previously
expressly agreed in writing to the termination, then within 30 days after
receipt by you of the Notice of Termination with respect thereto, you may
notify the Company that a dispute exists concerning the termination, in which
event the Date of Termination will be the date set either by mutual written
agreement of the parties or by the judge or arbitrators in a proceeding as
provided in Article VII Section 6 of this Agreement.  During the pendency of any such dispute, you
will continue to make yourself available to provide services to the Company and
the Company will continue to pay you your full compensation and benefits in
effect immediately prior to the date on which the Notice of Termination is
given (without regard to any changes to such compensation or benefits which
constitute Good Reason) and until the dispute is resolved in accordance with Article VII
Section 6 of this Agreement.  You
will be entitled to retain the full amount of any such compensation and
benefits without regard to the resolution of the dispute unless the judge or
arbitrators decide(s) that your claim of a dispute was frivolous or
advanced by you in bad faith.


 


10.           “Disability” means a disability as defined in the Company’s
long-term disability plan as in effect immediately prior to the Change in
Control or; in the absence of such a plan, means permanent and total disability
as defined in section 22(e)(3) of the Code.


 


11.           “Exchange Act” means the Securities Exchange Act of 1934, as
amended.  Any reference to a specific
provision of the Exchange Act or to any rule or regulation thereunder
includes a reference to such provision as it may be amended from time to time
and to any successor provision.


 


12.           “Good Reason” means:


 


a.             change in your status, position(s), duties or responsibilities as an
executive of the Company as in effect immediately prior to the Change in
Control which, in your reasonable judgment, is an adverse change (other than,
if applicable, any such change directly attributable to the fact that the
Company is no longer publicly owned) except in connection with the termination
of your employment for Cause, Disability or Retirement or as a result of your
death or by you other than for Good Reason;


 


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b.             a reduction by the Company in your base salary (or an adverse change in
the form or timing of the payment thereof) as in effect immediately prior to
the Change in Control or as thereafter increased;


 


c.             the failure by the Company to continue in
effect any Plan in which you (and/or your family) are eligible to participate
at any time during the 90-day period immediately preceding the Change in
Control (or Plans providing you (and/or your family) with at least
substantially similar benefits) other than as a result of the normal expiration
of any such Plan in accordance with its terms as in effect immediately prior to
the 90-day period immediately preceding the time of the Change in Control, or
the taking of any action, or the failure to act, by the Company which would
adversely affect your (and/or your family’s) continued eligibility to
participate in any of such Plans on at least as favorable a basis to you
(and/or your family) as is the case on the date of the Change in Control or
which would materially reduce your (and/or your family’s) benefits in the
future under any of such Plans or deprive you (and/or your family) of any
material benefit enjoyed by you (and/or your family) at the time of the Change
in Control;


 


d.             the Company’s requiring you to be based more
than 30 miles from where your office is located immediately prior to the Change
in Control, except for required travel on the Company’s business, and then only
to the extent substantially consistent with the business travel obligations
which you undertook on behalf of the Company during the 90-day period
immediately preceding the Change in Control (without regard to travel related
to or in anticipation of the Change in Control);


 


e.             the failure by the Company to obtain from any
Successor the assent to this Agreement contemplated by Article VI of this
Agreement;


 


f.              any purported termination by the Company of
your employment which is not properly effected pursuant to a Notice of
Termination and pursuant to any other requirements of this Agreement, and for
purposes of this Agreement, no such purported termination will be effective;


 


g.             any refusal by the Company to continue to
allow you to attend to matters or engage in activities not directly related to the
business of the Company which, at any time prior to the Change in Control, you
were not expressly prohibited in writing by the Board from attending to or
engaging in; or


 


h.             the termination of your employment by the
Company for any reason other than death,  Cause, Disability or Retirement during the
twelve (12) months following the month in which a Change in Control occurs.


 


13.           “Notice of Termination” means a written notice given on or after
the date of a Change in Control (unless your termination before the date of the
Change in Control was either a condition of the Change in Control or was at the
request or insistence of any Person related to the Change in Control) which
indicates the specific termination provision in this Agreement pursuant to which
the notice is given.  Any purported
termination by the Company or by you for Good Reason on or after the date of a
Change in Control (or before the date of a Change in Control if your
termination was either a condition of the Change in Control or was at the
request or insistence of any Person related to the Change in Control) must be
communicated by written Notice of Termination to be effective; provided, that
your failure to provide Notice of Termination will not limit any of your rights
under


 


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this Agreement except to the
extent the Company demonstrates that it suffered material actual damages by
reason of such failure.


 


14.           “Person” means any individual, corporation, partnership, group,
association or other “person,” as such term is used in section 14(d) of
the Exchange Act, other than the Company, any Affiliate or any employee benefit
plan(s) sponsored by the Company or an Affiliate.


 


15.           “Plan” means any compensation plan, program, policy or agreement
(such as a stock option, restricted stock plan or other equity-based plan), any
bonus or incentive compensation plan, program, policy or agreement, any
employee benefit plan, program, policy or agreement (such as a thrift, pension,
profit sharing, medical, dental, disability, accident, life insurance,
relocation, salary continuation, expense reimbursements, vacation or fringe
benefits plan or policy) or any other plan, program, policy or agreement of the
Company intended to benefit employees (and/or their families) generally,
management employees (and/or their families) as a group or you (and/or your
family) in particular.


 


16.           “Retirement” means termination of employment on or after the day
on which you attain the age of 65.


 


17.           “Successor” means any Person that succeeds to, or has the
practical ability to control (either immediately or solely with the passage of
time), the Company’s business directly, by merger, consolidation or other form
of business combination, or indirectly, by purchase of the Company’s outstanding
securities ordinarily having the right to vote at the election of directors or,
all or substantially all of its assets or otherwise.


 


ARTICLE
II.


TERM OF AGREEMENT


 


This Agreement is effective immediately and will
continue in effect until December 10, 2009; provided, however; that
commencing on December 10, 2009 and each December 10 thereafter, the
term of this Agreement will automatically be extended for 12 additional months
beyond the expiration date otherwise then in effect, unless at least 90
calendar days prior to any such December 10, the Company or you has given
notice that this Agreement will not be extended; and, provided, further; that
if a Change in Control has occurred during the term of this Agreement, this
Agreement will continue in effect beyond the termination date then in effect
for a period of 12 months following the month during which the Change in
Control occurs or, if later, until the date on which the Company’s obligations
to you arising under or in connection with this Agreement have been satisfied
in full.


 


ARTICLE
III.


CHANGE
IN CONTROL BENEFITS


 


1.             Benefits upon a Change in Control Termination.  You
will become entitled to the payments and benefits described in clauses (a) and
(b) of this Section 1 of Article III, subject to the limitations
described in clause (c) of this Section 1 of Article III, and to
the benefit of the provisions described in clause (c), if and only if (i) your
employment with the Company is terminated by the Company for any reason other
than death, Cause, Disability or Retirement, or if you terminate your
employment with the Company for Good Reason; and (ii) the termination
occurs either within the period beginning on the date of a Change in Control
and ending on the last day of the twelfth month that begins after the month
during which the Change in Control occurs or prior to a Change in Control if


 


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your termination was either
a condition of the Change in Control or was at the request or insistence of a
Person related to the Change in Control.


 


a.             Cash Payment. 
Within ten (10) business days following the Date of Termination or,
if later, within ten (10) business days following the date of the Change
in Control, the Company will make a lump-sum cash payment to you in an amount
equal to your annual base salary in effect on the date of the Change in
Control.


 


b.             Welfare Plans. The Company will maintain in full force and
effect, for the continued benefit of you and your dependents for a period
terminating 24 months after the Date of Termination, all insured and
self-insured employee welfare benefit Plans (including, without limitation,
medical, life, dental, vision and disability plans) in which you were eligible
to participate at any time during the 90-day period immediately preceding the
Change in Control, provided that your continued participation is possible under
the general terms and provisions of such Plans and any applicable funding media
and without regard to any discretionary amendments to such Plans by the Company
following the Change in Control (or prior to the Change in Control if amended
as a condition or at the request or insistence of a Person (other than the
Company) related to the Change in Control) and provided that you continue to
pay an amount equal to your regular contribution under such Plans for such
participation (based upon your level of benefits and employment status most
favorable to you at any time during the 90-day period immediately preceding the
Change in Control).  The continuation
period under federal and state continuation laws, to the extent applicable,
will begin to run from the date on which coverage pursuant to this clause (b) ends.  If, at the end of the 24-month period, you
have not previously received or are not then receiving equivalent benefits from
a new employer (including coverage for any pre-existing conditions), the
Company, pursuant to federal and state law, will provide, for a period of
eighteen (18) months (the “COBRA Period”), a continuation of your and your dependents’
coverage under such Plans (the “COBRA Coverage”), provided that you will be
required to pay for such benefits during the COBRA Period, should you elect to
receive COBRA Coverage.


 


c.             Limitation on Payments and Benefits. 
Notwithstanding anything in this Agreement to the contrary, if any of
the payments or benefits to be made or provided in connection with this
Agreement, together with any other payments, benefits or awards which you have
the right to receive from the Company, or any corporation which is a member of
an “affiliated group” (as defined in section 1504(a) of the Code without
regard to section 1504(b) of the Code) of which the Company is a member (“Affiliate”),
constitute an “excess parachute payment” (as defined in section 280G(b) of
the Code), two calculations will be performed. 
In the first calculation, the payments, benefits or awards will be
reduced by the amount the Company deems necessary so that none of the payments
or benefits under the Agreement (including from the existing Stock Option and
Incentive Plan) are excess parachute payments. 
In the second calculation, the payments will not be reduced so as to
eliminate an excess parachute payment, but will be reduced by the amount of the
applicable excise tax as imposed by section 4999 of the Code.  The two calculations will be compared and the
calculation providing the largest net payment to the employee will be
utilized.  The calculations must be made
in good faith by legal counsel or a certified public accountant selected by the
Company, and such determination will be conclusive and binding upon you and the
Company.  If a reduction in payments or
benefits is required by the comparison above, the payments or benefits under
the Agreement shall be reduced in the order that minimizes the


 


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amount of total reduction in
payments and benefits under the Agreement as a result of this provision.


 


d.             409A Restrictions. 
Notwithstanding the foregoing, if any of the payments or other benefits
described in this Article III are subject to the requirements of Code Section 409A
and the Company determines that you are a “specified employee” as defined in
Code Section 409A as of the Date of Termination, such payments shall not
be paid or commence earlier than the first day of the seventh month following
the Date of Termination.


 


2.             Disposition.  If, on or after the date of a
Change in Control, an Affiliate is sold, merged, transferred or in any other
manner or for any other reason ceases to be an Affiliate or all or any portion
of the business or assets of an Affiliate are sold, transferred or otherwise
disposed of and the acquiror is not the Company or an Affiliate (a “Disposition”),
and you remain or become employed by the acquiror or an affiliate of the
acquiror (as defined in this Agreement but substituting “acquiror” for “Company”)
in connection with the Disposition, you will be deemed to have terminated
employment on the effective date of the Disposition for purposes of this
section unless (a) the acquiror and its affiliates jointly and severally
expressly assume and agree, in a manner that is enforceable by you, to perform
the obligations of this Agreement to the same extent that the Company would be
required to perform if the Disposition had not occurred and (b) the
Successor guarantees, in a manner that is enforceable by you, payment and
performance by the acquiror.  This Section 2
of Article III shall be applied in accordance with Code Section 409A
and the regulations, notices and other guidance of general applicability issued
thereunder.


 


ARTICLE
IV.


INDEMNIFICATION


 


Following a Change in Control, the Company
will indemnify and reimburse you to the full extent permitted by law and the
Company’s articles of incorporation and bylaws for damages, costs and expenses
(including, without limitation, judgments, fines, penalties, settlements and
reasonable fees and expenses of your counsel) incurred in connection with all
matters, events and transactions relating to your service to or status with the
Company or any other corporation, employee benefit plan or other entity with
whom you served at the request of the Company.


 


ARTICLE
V.


CONFIDENTIALITY


 


You will not use, other than in connection
with your employment with the Company, or disclose any Confidential Information
to any person not employed by the Company or not authorized by the Company to
receive such Confidential Information, without the prior written consent of the
Company; and you will use reasonable and prudent care to safeguard and protect
and prevent the unauthorized disclosure of Confidential Information. Nothing in
this Agreement will prevent you from using, disclosing or authorizing the
disclosure of any Confidential Information: (a) which is or hereafter
becomes part of the public domain or otherwise becomes generally available to
the public through no fault of yours; (b) to the extent and upon the terms
and conditions that the Company may have previously made the Confidential
Information available to certain persons; or (c) to the extent that you
are required to disclose such Confidential Information by law or judicial or
administrative process.


 


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ARTICLE
VI.


SUCCESSORS


 


The Company will seek to have any Successor,
by agreement in form and substance satisfactory to you, assent to the
fulfillment by the Company of the Company’s obligations under this Agreement.
Failure of the Company to obtain such assent at least three business days prior
to the time a Person becomes a Successor (or where the Company does not have at
least three business days’ advance notice that a Person may become a Successor,
within one business day after having notice that such Person may become or has
become a Successor) will constitute Good Reason for termination by you of your
employment.  The date on which any such
succession becomes effective will be deemed the Date of Termination and Notice
of Termination will be deemed to have been given on that date.  A Successor has no rights, authority or power
with respect to this Agreement prior to a Change in Control.


 


ARTICLE VII.


OTHER PROVISIONS


 


1.             Binding Agreement.  This
Agreement inures to the benefit of, and is enforceable by, you, your personal
and legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If you die while any amount would still be payable to
you under this Agreement if you had continued to live, all such amounts, unless
otherwise provided in this Agreement, will be paid in accordance with the terms
of this Agreement to your devisee, legatee or other designee or; if there be no
such designee, to your estate.


 


2.             No Mitigation.  You
will not be required to mitigate the amount of any payments or benefits the
Company becomes obligated to make or provide to you in connection with this
Agreement by seeking other employment or otherwise. The payments or benefits to
be made or provided to you in connection with this Agreement may not be
reduced, offset or subject to recovery by the Company by any payments or
benefits you may receive from other employment or otherwise.


 


3.             No Setoff.  The Company has no right to
delay or setoff payments or benefits owed to you under this Agreement against
amounts owed or claimed to be owed by you to the Company under this Agreement
or otherwise.


 


4.             Taxes.  All payments and benefits to
be made or provided to you in connection with this Agreement will be subject to
required withholding of federal, state and local income, excise and
employment-related taxes.


 


5.             Notices.  For the purposes of this
Agreement, notices and all other communications provided for in, or required
under, this Agreement must be in writing and will be deemed to have been duly
given when personally delivered or when mailed by United States registered or
certified mail, return receipt requested, postage prepaid and addressed to each
party’s respective address set forth on the first page of this Agreement
(provided that all notices to the Company must be directed to the attention of
the chair of the Board), or to such other address as either party may have
furnished to the other in writing in accordance with these provisions, except
that notice of change of address will be effective only upon receipt.


 


6.             Disputes.  If you so elect, any dispute,
controversy or claim arising under or in connection with this Agreement will be
settled exclusively by binding arbitration administered by the American
Arbitration Association in Minneapolis, Minnesota in accordance with the
Commercial Arbitration Rules of the American Arbitration Association then
in effect.  Judgment may be entered on
the


 


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arbitrator’s award in any
court having jurisdiction; provided, that you may seek specific performance of
your right to receive payment or benefits until the Date of Termination during
the pendency of any dispute or controversy arising under or in connection with
this Agreement.  The Company will be
entitled to seek an injunction or restraining order in a court of competent
jurisdiction (within or without the State of Minnesota) to enforce the
provisions of Article V of this Agreement.


 


7.             Jurisdiction. 
Except as specifically provided otherwise in this Agreement, the parties
agree that any action or proceeding arising under or in connection with this Agreement
must be brought in a court of competent jurisdiction in the State of Minnesota,
and hereby consent to the exclusive jurisdiction of said courts for this
purpose and agree not to assert that such courts are an inconvenient forum


 


8.             Related Agreements.  To
the extent that any provision of any other Plan or agreement between the
Company and you limits, qualifies or is inconsistent with any provision of this
Agreement, then for purposes of this Agreement, while such other Plan or
agreement remains in force, the provision of this Agreement will control and
such provision of such other Plan or agreement will be deemed to have been
superseded, and to be of no force or effect, as if such other agreement had
been formally amended to the extent necessary to accomplish such purpose.  Nothing in this Agreement prevents or limits
your continuing or future participation in any Plan provided by the Company and
for which you may qualify, and nothing in this Agreement limits or otherwise
affects the rights you may have under any Plans or other agreements with the
Company.  Amounts which are vested
benefits or which you are otherwise entitled to receive under any Plan or other
agreement with the Company at or subsequent to the Date of Termination will be
payable in accordance with such Plan or other agreement.


 


9.             No Employment or Service Contract. 
Nothing in this Agreement is intended to provide you with any right to
continue in the employ of the Company for any period of specific duration or
interfere with or otherwise restrict in any way your rights or the rights of
the Company, which rights are hereby expressly reserved by each, to terminate
your employment at any time for any reason or no reason whatsoever, with or
without cause.


 


10.           Funding and Payment. 
Benefits payable under this Agreement will be paid only from the general
assets of the Company.  No person has any
right to or interest in any specific assets of the Company by reason of this
Agreement.  To the extent benefits under
this Agreement are not paid when due to any individual, he or she is a general
unsecured creditor of the Company with respect to any amounts due.  The Company with whom you were employed
immediately before your Date of Termination has primary responsibility for
benefits to which you or any other person are entitled pursuant to this
Agreement but to the extent such Company is unable or unwilling to provide such
benefits, the Company and each other Affiliate are jointly and severally
responsible therefor to the extent permitted by applicable law.  If you were simultaneously employed by more
than one Company immediately before your Date of Termination, each such Company
has primary responsibility for a portion of the benefits to which you or any
other person are entitled pursuant to this Agreement that bears the same ratio
to the total benefits to which you or such other person are entitled pursuant
to this Agreement as your base pay from the Company immediately before your
Date of Termination bears to your aggregate base pay from all such Companies.


 


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11.           Survival.  The respective obligations of,
and benefits afforded to, the Company and you which by their express terms or
clear intent survive termination of your employment with the Company or
termination of this Agreement, as the case may be, including without limitation
the provisions of Articles III, IV, V and VI and Sections 3, 4, 5 and 6 of Article VII
of this Agreement, will survive termination of your employment with the Company
or termination of this Agreement, as the case may be, and will remain in full
force and effect according to their terms.


 


ARTICLE
VIII.


MISCELLANEOUS


 


1.             Modification and Waiver.  No
provision of this Agreement may be modified, waived or discharged unless such modification,
waiver or discharge is agreed to in a writing signed by you and the chair of
the Board. No waiver by any party to this Agreement at any time of any breach
by another party to this Agreement of, or of compliance with, any condition or
provision of this Agreement to be performed by such party will be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. 
Notwithstanding anything in this Agreement to the contrary, the Company
expressly reserves the right to amend this Agreement to the extent necessary to
comply with Code Section 409A, as it may be amended from time to time, and
the regulations, notices and other guidance of general applicability issued
thereunder.


 


2.             Entire Agreement.  No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter to this Agreement have been made by any party
which are not expressly set forth in this Agreement.


 


3.             Governing Law.  This
Agreement and the legal relations among the parties as to all matters,
including, without limitation, matters of validity, interpretation,
construction, performance and remedies, will be governed by and construed
exclusively in accordance with the internal laws of the State of Minnesota
(without regard to the conflict of laws principles of any jurisdiction).


 


4.             Headings.  Headings are for purposes of
convenience only and do not constitute a part of this Agreement.


 


5.             Further Acts.  The
parties to this Agreement agree to perform, or cause to be performed, such
further acts and deeds and to execute and deliver or cause to be executed and
delivered, such additional or supplemental documents or instruments as may be
reasonably required by the other party to carry into effect the intent and
purpose of this Agreement.


 


6.             Severability.  The
invalidity or unenforceability of all or any part of any provision of this
Agreement will not affect the validity or enforceability of the remainder of
such provision or of any other provision of this Agreement, which will remain
in full force and effect.


 


7.             Counterparts.  This
Agreement may be executed in several counterparts, each of which will be deemed
to be an original, but all of which together will constitute one and the same
instrument.


 


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If this letter correctly sets forth our
agreement on the subject matter discussed above, kindly sign and return to the
Company the enclosed copy of this letter which will then constitute our
agreement on this subject.


 


 


Sincerely,


	
   

  	
  VITAL IMAGES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael H. Carrel

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Michael H. Carrel

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
   

  
	
   

  	
  Agreed to this 10th day of December, 2008.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     /s/ Reza Ghanbari

  
	
   

  	
  Dr. Reza A. Ghanbari

  
					



 


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