Exhibit 10.20


 


December 10,
2008


 


Reza
A. Ghanbari, Ph.D


3144
Northview Road


Wayzata,
MN  55391


 


Dear
Ray,


 


On
behalf of Vital Images, Inc., I am pleased to offer you the full-time
position of Executive Vice President, Strategy and Products,
reporting directly to me.  Your base
salary will be $10,416.67 semi-monthly, which annualizes to $250,000.   Your
start date will be December 10, 2008. 
This offer letter will expire on December 10, 2008.


 


In
addition to your base salary, you will be eligible for the management bonus
program.   Your management bonus incentive
target for calendar year 2008 will be 35% of base pay.  Awards under the management bonus incentive
plan will be based on achievement of a combination of both company and personal
performance goals. Moreover, there is an opportunity for the bonus payout to be
more than your incentive target, based on overachievement of Company goals.
Payouts under the management incentive bonus plan are expected to be made to
qualifying employees on a lump sum basis on or before March 15, 2009.   Please be advised that Vital Images reserves
the right, without prior notice, to make any changes to the manager bonus
program at its discretion, of which you will be notified.


 


Additionally,
the Company will pay you a signing bonus of $25,000.  Appropriate taxes will be withheld on this
bonus.  Should you leave the Company
voluntarily within one year after your start date; the sign-on bonus must be
repaid to the Company.


 


In addition to your salary, management will
recommend that you receive non-qualified options to purchase 150,000 shares of
Vital Images Common Stock and 15,000 shares of restricted stock.  The grants will be priced as of your start date with Vital Images (or
the first preceding trading date, if the markets are closed on your start date)
and will be under our standard terms and conditions for such grants.


 


Upon
joining Vital Images, you will be eligible to participate in the Company’s
fringe benefit program. Specifically, you will accrue 1.66 days 


 

















 


per
month (.833 days per pay period) which equals 20 days (4 weeks) of vacation per
year. You will also receive ten


(10) paid
holidays per calendar year.   Medical, Dental, and Disability
Insurance will be effective the first of the month following the start
date.  You may participate in the Vital Images Employee Stock Purchase
Plan the first day of any quarter, and the Vital Images 401(k) plan the
first day of the month, following a three-month waiting period.  Please be
advised that Company fringe benefit programs are subject to change as a matter
of Company policy.


 


Initially,
your position will be based in our corporate offices in Minnetonka, MN. After June 2009,
you may be based out of any US city you wish, with reasonable business travel
as required.


 


In
compliance with the Immigration Reform and Control Act, all new employees are
required to provide proof of work eligibility and identification. In order to
satisfy these requirements, certain documents must be presented within 72 hours
of your start date.  Please review the
list, which is attached to the Form I-9, of appropriate documentation and
bring these with you on your first day of employment.


 


You
should be aware that your employment with Vital Images is for no specified
period and constitutes at will employment. 
As a result, you are free to resign at any time, for any reason or for
no reason.  Similarly, Vital Images is
free to conclude our employment relationship with you at any time, with or
without cause, and with or without notice.


 


This
offer of employment is contingent upon successful completion of a background
investigation by the Human Resources Department at Vital Images.  Confirmation of completion of the
investigation will be provided to you as soon as the investigation is complete.


 


To
accept this offer of employment, please sign below and return one copy of this
letter as soon as possible in the enclosed envelope, along with your signed
non-disclosure agreement.


 


Ray,
we are excited about having you on the Vital Images’ team.  We are confident that you will contribute to
our Company’s growth and that we can provide a challenging and rewarding work
environment to further your professional career.


 


Sincerely,


 


	
  /s/
  Michael H. Carrel

  	
   

  
	
   

  
	
  Michael
  Carrel

  
	
  President/Chief
  Executive Officer

  
	
   

  
	
   

  
	
  Accepted
  by

  	
  /s/
  Reza Ghanbari 

  	
   

  	
  Date

  	
            12/10/08