Unassociated Document


    INDEMNIFICATION
      AGREEMENT

     

    


     

    INDEMNIFICATION
      AGREEMENT (this "Agreement"), dated as of __________, 2006, between iCAD, Inc.,
      a Delaware corporation (the "Company") and _____________
      ("Indemnitee").

     

    WHEREAS,
      Indemnitee is an officer of the Company; 

     

    WHEREAS,
      the Certificate of Incorporation and/or Bylaws of the Company provide certain
      indemnification rights to the directors and officers of the Company, as provided
      by Delaware law; 

     

    WHEREAS,
      in recognition of Indemnitee's need for substantial protection against personal
      liability in order to enhance Indemnitee's continued service to the Company
      in
      an effective manner and Indemnitee's reliance on past assurances of
      indemnification, the Company wishes to provide in this Agreement for the
      indemnification of and the advancing of expenses (whether partial or complete)
      to Indemnitee to the fullest extent permitted by law and as set forth in this
      Agreement, and, to the extent insurance is maintained, for the continued
      coverage of Indemnitee under the Company's directors' and officers' liability
      insurance policies; 

     

    NOW,
      THEREFORE, in consideration of the premises, the mutual covenants and agreements
      contained herein and Indemnitee's continuing to serve as an officer of the
      Company, the parties hereto agree as follows: 

     

    1. Agreement
      to Serve.
      Indemnitee hereby agrees to serve or continue to serve as an officer of the
      Company or its subsidiaries for so long as Indemnitee is duly elected or
      appointed. Indemnitee may, however, resign from such position at any time and
      for any reason by delivering Indemnitee's resignation pursuant to the Bylaws
      of
      the Company. The Company's obligation to indemnify Indemnitee as set forth
      in
      this Agreement shall continue in full force and effect notwithstanding any
      such
      termination of appointment, resignation or dissolution. 

     

    2. Indemnity.
      The
      Company hereby agrees to hold harmless and indemnify Indemnitee with respect
      to
      Indemnitee's Corporate Status (as hereinafter defined) to the full extent
      authorized or permitted by the Delaware General Corporation Law ("DGCL"), as
      such may be amended from time to time. In furtherance of the foregoing, and
      without limiting the generality thereof: 

     

    (a) Proceedings
      other than Proceedings by or in the Right of the Company.
      Indemnitee shall be entitled to the rights of indemnification provided in this
      Section 2(a) if, by reason of Indemnitee's Corporate Status, Indemnitee was
      or
      is, or is threatened to be made, a party to or participant in any Proceeding
      (as
      hereinafter defined) other than a Proceeding by or in the right of the Company.
      Pursuant to this Section 2(a), Indemnitee shall be indemnified against all
      Expenses (as hereinafter defined), judgments, penalties, fines and amounts
      paid
      in settlement actually and reasonably incurred by Indemnitee or on Indemnitee's
      behalf in connection with such Proceeding or any claim, issue or matter therein,
      if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
      to be in or not opposed to the best interests of the Company and, with respect
      to any criminal Proceeding, had no reasonable cause to believe Indemnitee's
      conduct was unlawful. 

     

    (b) Proceedings
      by or in the Right of the Company.
      Indemnitee shall be entitled to the rights of indemnification provided in this
      Section 2(b) if, by reason of Indemnitee's Corporate Status, Indemnitee was
      or
      is, or is threatened to be made, a party to or participant in any Proceeding
      brought by or in the right of the Company to procure a judgment in its favor.
      Pursuant to this Section 2(b), Indemnitee shall be indemnified against all
      Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's
      behalf in connection with such Proceeding if Indemnitee acted in good faith
      and
      in a manner Indemnitee reasonably believed to be in or not opposed to the best
      interests of the Company; provided, however, that, if applicable law so
      provides, no indemnification against such Expenses shall be made in respect
      of
      any claim, issue or matter in such Proceeding as to which Indemnitee shall
      have
      been finally adjudged to be liable to the Company unless and to the extent
      that
      the Court of Chancery of the State of Delaware shall determine that such
      indemnification may be made. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. Contribution
      in the Event of Joint Liability.

     

    (a) Whether
      or not the indemnification provided in Section 2 hereof is available, in respect
      of any threatened, pending or completed action, suit or proceeding in which
      the
      Company is jointly liable with Indemnitee (or would be jointly liable if joined
      in such action, suit or proceeding), the Company shall pay, in the first
      instance, the entire amount of any judgment or settlement of such action, suit
      or proceeding without requiring Indemnitee to contribute to such payment, and
      the Company hereby waives and relinquishes any right of contribution it may
      have
      against Indemnitee. The Company shall not enter into any settlement of any
      action, suit or proceeding in which the Company is jointly liable with
      Indemnitee (or would be jointly liable if joined in such action, suit or
      proceeding) unless such settlement provides for a full and final release of
      all
      claims asserted against Indemnitee. 

     

    (b) Without
      diminishing or impairing the obligations of the Company set forth in Section
      3(a) hereof, if, for any reason, Indemnitee shall elect or be required to pay
      all or any portion of any judgment or settlement in any threatened, pending
      or
      completed action, suit or proceeding in which the Company is jointly liable
      with
      Indemnitee (or would be jointly liable if joined in such action, suit or
      proceeding), the Company shall contribute to the amount of Expenses, judgments,
      fines and amounts paid in settlement actually and reasonably incurred and paid
      or payable by Indemnitee in proportion to the relative benefits received by
      the
      Company and all officers, directors or employees of the Company, other than
      Indemnitee, who are jointly liable with Indemnitee (or would be jointly liable
      if joined in such action, suit or proceeding), on the one hand, and Indemnitee,
      on the other hand, from the transaction from which such action, suit or
      proceeding arose; provided, however, that the proportion determined on the
      basis
      of relative benefit may, to the extent necessary to conform to law, be further
      adjusted by reference to the relative fault of the Company and all officers,
      directors or employees of the Company, other than Indemnitee, who are jointly
      liable with Indemnitee (or would be jointly liable if joined in such action,
      suit or proceeding), on the one hand, and Indemnitee, on the other hand, in
      connection with the events that resulted in such Expenses, judgments, fines
      or
      settlement amounts, as well as any other equitable considerations which the
      law
      may require to be considered. The relative fault of the Company and all
      officers, directors or employees of the Company other than Indemnitee who are
      jointly liable with Indemnitee (or would be jointly liable if joined in such
      action, suit or proceeding), on the one hand, and Indemnitee, on the other
      hand,
      shall be determined by reference to, among other things, the degree to which
      their actions were motivated by intent to gain personal profit or advantage,
      the
      degree to which their liability is primary or secondary, and the degree to
      which
      their conduct is active or passive. 

     

    (c) The
      Company hereby agrees to fully indemnify and hold Indemnitee harmless from
      any
      claims of contribution which may be brought by officers, directors or employees
      of the Company against the Indemnitee who may be jointly liable with Indemnitee.
      

     

    
      
        
        

      

      
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    4. Indemnification
      for Expenses of a Witness.
      Notwithstanding any other provision of this Agreement, to the extent that
      Indemnitee is, by reason of Indemnitee's Corporate Status, a witness in any
      Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified
      against all Expenses actually and reasonably incurred by Indemnitee or on
      Indemnitee's behalf in connection therewith but shall not be entitled to any
      fees for time spent in connection with preparation for, travel to and from
      the
      Proceeding location and court time. 

     

    5. Advancement
      of Expenses.
      Notwithstanding any other provision of this Agreement, the Company shall advance
      all reasonable Expenses to be incurred by or on behalf of Indemnitee in
      connection with any Proceeding by reason of Indemnitee's Corporate Status within
      ten days after the receipt by the Company of a statement or statements from
      Indemnitee requesting such advance or advances from time to time, whether prior
      to or after final disposition of such Proceeding. Such statement or statements
      shall reasonably evidence the Expenses to be incurred by Indemnitee and shall
      include or be preceded or accompanied by an undertaking by or on behalf of
      Indemnitee to repay any Expenses advanced if it shall ultimately be determined
      by the Company that Indemnitee is not entitled to be indemnified against such
      Expenses. Any advances and undertakings to repay pursuant to this Section 5
      shall be unsecured and interest free. Notwithstanding the foregoing, the
      obligation of the Company to advance Expenses pursuant to this Section 5 shall
      be subject to the condition that, if, when and to the extent that the Company
      determines that Indemnitee would not be permitted to be indemnified under
      applicable law, the Company shall be entitled to be reimbursed, within 30 days
      of such determination, by Indemnitee for all such amounts theretofore paid;
      provided, however, that if Indemnitee has commenced or thereafter commences
      legal proceedings in a court of competent jurisdiction to secure a determination
      that Indemnitee should be indemnified under applicable law, any determination
      made by the Company that Indemnitee would not be permitted to be indemnified
      under applicable law shall not be binding and Indemnitee shall not be required
      to reimburse the Company for any advance of Expenses until a final judicial
      determination is made with respect thereto (as to which all rights of appeal
      therefrom have been exhausted or lapsed). 

     

    6. Procedures
      and Presumptions for Determination of Entitlement to
      Indemnification.
      It is
      the intent of this Agreement to secure for Indemnitee rights of indemnity that
      are as favorable as may be permitted under the law and public policy of the
      State of Delaware. Accordingly, the parties agree that the following procedures
      and presumptions shall apply in the event of any question as to whether
      Indemnitee is entitled to indemnification under this Agreement:

     

    (a) To
      obtain
      indemnification (including, but not limited to, the advancement of Expenses
      and
      contribution by the Company) under this Agreement, Indemnitee shall submit
      to
      the General Counsel of the Company a written request, including therein or
      therewith such documentation and information as is reasonably available to
      Indemnitee and is reasonably necessary to determine whether and to what extent
      Indemnitee is entitled to indemnification. The General Counsel of the Company
      shall, promptly upon receipt of such a request for indemnification, advise
      the
      Board in writing that Indemnitee has requested indemnification. 

     

    (b) Upon
      written request by Indemnitee for indemnification pursuant to the first sentence
      of Section 6(a) hereof, a determination, if required by applicable law, with
      respect to Indemnitee's entitlement thereto shall be made in the specific case
      by Independent Counsel in a written opinion unless previously approved by a
      majority vote of the Disinterested Directors, even though less than a quorum.
      

     

    
      
        
        

      

      
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    (c) If
      the
      determination of entitlement to indemnification is to be made by Independent
      Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be
      selected as provided in this Section 6(c). The Independent Counsel shall be
      selected by Indemnitee (unless Indemnitee shall request that such selection
      be
      made by the Board). Indemnitee or the Company, as the case may be, may, within
      10 days after such written notice of selection shall have been given, deliver
      to
      the Company or to Indemnitee, as the case may be, a written objection to such
      selection; provided, however, that such objection may be asserted only on the
      ground that the Independent Counsel so selected does not meet the requirements
      of "Independent Counsel" as defined in Section 13 of this Agreement, and the
      objection shall set forth with particularity the factual basis of such
      assertion. Absent a proper and timely objection, the person so selected shall
      act as Independent Counsel. If a written objection is made and substantiated,
      the Independent Counsel selected may not serve as Independent Counsel unless
      and
      until such objection is withdrawn or a court has determined that such objection
      is without merit. If, within 30 days after submission by Indemnitee of a written
      request for indemnification pursuant to Section 6(a) hereof, no Independent
      Counsel shall have been selected and not objected to, either the Company or
      Indemnitee may petition the Court of Chancery of the State of Delaware or other
      court of competent jurisdiction for resolution of any objection which shall
      have
      been made by the Company or Indemnitee to the other's selection of Independent
      Counsel and/or for the appointment as Independent Counsel of a person selected
      by the court or by such other person as the court shall designate, and the
      person with respect to whom all objections are so resolved or the person so
      appointed shall act as Independent Counsel under Section 6(b) hereof. The
      Company shall pay any and all reasonable fees and expenses of Independent
      Counsel incurred by such Independent Counsel in connection with acting pursuant
      to Section 6(b) hereof, and the Company shall pay all reasonable fees and
      expenses incident to the procedures of this Section 6(c), regardless of the
      manner in which such Independent Counsel was selected or appointed.

     

    (d) In
      making
      a determination with respect to entitlement to indemnification hereunder, the
      person or persons or entity making such determination shall presume (unless
      there is clear and convincing evidence to the contrary) that Indemnitee is
      entitled to indemnification under this Agreement if Indemnitee has submitted
      a
      request for indemnification in accordance with Section 6(a) of this
      Agreement.

     

    (e) Indemnitee
      shall be deemed to have acted in good faith if Indemnitee's action is based
      on
      the records or books of account of the Company, including financial statements,
      or on information supplied to Indemnitee by officers of the Company in the
      course of their duties, or on the advice of legal counsel for the Company or
      on
      information or records given or reports made to the Company by an independent
      certified public accountant, by a financial advisor or by an appraiser or other
      expert selected with reasonable care by the Company. In addition, the knowledge
      and/or actions, or failure to act, of any officer, director, agent or employee
      of the Company shall not be imputed to Indemnitee for purposes of determining
      the right to indemnification under this Agreement. Whether or not the foregoing
      provisions of this Section 6(e) are satisfied, it shall in any event be presumed
      (unless there is clear and convincing evidence to the contrary) that Indemnitee
      has at all times acted in good faith and in a manner Indemnitee reasonably
      believed to be in or not opposed to the best interests of the Company. For
      purposes of this Section 6(e), Company shall include the Company and any of
      its
      subsidiaries.

     

    
      
        
        

      

      
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    (f) If
      the
      person, persons or entity empowered or selected under Section 6(b) to determine
      whether Indemnitee is entitled to indemnification shall not have made a
      determination within 60 days after receipt by the Company of the request
      therefor, the requisite determination of entitlement to indemnification shall
      be
      deemed to have been made and Indemnitee shall be entitled to such
      indemnification, absent a prohibition of such indemnification under applicable
      law; provided, however, that such 60 day period may be extended for a reasonable
      time, not to exceed an additional 15 days, if the person, persons or entity
      making the determination with respect to entitlement to indemnification in
      good
      faith requires such additional time for obtaining or evaluating documentation
      and/or information relating thereto.

     

    (g) Indemnitee
      shall cooperate with the person, persons or entity making such determination
      with respect to Indemnitee's entitlement to indemnification, including providing
      to such person, persons or entity, upon reasonable advance request, any
      documentation or information which is not privileged or otherwise protected
      from
      disclosure and which is reasonably available to Indemnitee and reasonably
      necessary to such determination. Any Independent Counsel or member of the Board
      shall act reasonably and in good faith in making a determination under this
      Agreement of Indemnitee's entitlement to indemnification. Any costs or expenses
      (including attorneys' fees and disbursements) incurred by Indemnitee in so
      cooperating with the person, persons or entity making such determination shall
      be borne by the Company (irrespective of the determination as to Indemnitee's
      entitlement to indemnification) and the Company hereby indemnifies and agrees
      to
      hold Indemnitee harmless therefrom.

     

    7. Remedies.
      

     

    (a) In
      the
      event that (i) a determination is made pursuant to Section 6 of this Agreement
      that Indemnitee is not entitled to indemnification under this Agreement, (ii)
      advancement of Expenses is not timely made pursuant to Section 5 of this
      Agreement, (iii) no determination of entitlement to indemnification shall have
      been made pursuant to Section 6(b) of this Agreement within 90 days after
      receipt by the Company of the request for indemnification, (iv) payment of
      indemnification is not made pursuant to this Agreement within ten days after
      receipt by the Company of a written request therefor, or (v) payment of
      indemnification is not made within ten days after a determination has been
      made
      that Indemnitee is entitled to indemnification or such determination is deemed
      to have been made pursuant to Section 6 of this Agreement, and such matter
      has
      not been cured, Indemnitee shall be entitled to an adjudication in an
      appropriate court of the State of Delaware, or in any other court of competent
      jurisdiction, of his entitlement to such indemnification. Indemnitee shall
      commence such proceeding seeking an adjudication within 180 days following
      the
      date on which Indemnitee first has the right to commence such proceeding
      pursuant to this Section 7(a). The Company shall not oppose Indemnitee's right
      to seek any such adjudication. 

     

    (b) In
      the
      event that a determination shall have been made pursuant to Section 6(b) of
      this
      Agreement that Indemnitee is not entitled to indemnification, any judicial
      proceeding commenced pursuant to this Section 7 shall be conducted in all
      respects as a de novo trial, on the merits, and Indemnitee shall not be
      prejudiced by reason of that adverse determination. 

     

    (c) If
      a
      determination shall have been made pursuant to Section 6(b) of this Agreement
      that Indemnitee is entitled to indemnification, the Company shall be bound
      by
      such determination in any judicial proceeding commenced pursuant to this Section
      7, absent a prohibition of such indemnification under applicable law.


     

    (d) In
      the
      event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication
      of Indemnitee's rights under, or to recover damages for breach of, this
      Agreement, or to recover under any directors' and officers' liability insurance
      policies maintained by the Company, the Company shall pay on Indemnitee's
      behalf, in advance, any and all expenses (of the types described in the
      definition of Expenses in Section 13 of this Agreement) actually and reasonably
      incurred by Indemnitee in such judicial adjudication, regardless of whether
      Indemnitee ultimately is determined to be entitled to such indemnification,
      advancement of expenses or insurance recovery. 

     

    
      
        
        

      

      
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    (e) The
      Company shall be precluded from asserting in any judicial proceeding commenced
      pursuant to this Section 7 that the procedures and presumptions of this
      Agreement are not valid, binding and enforceable and shall stipulate in any
      such
      court that the Company is bound by all the provisions of this
      Agreement.

     

    8. Non-Exclusivity;
      Survival of Rights; Insurance; Subrogation.
      

     

    (a) The
      rights of indemnification as provided by this Agreement shall not be deemed
      exclusive of any other rights to which Indemnitee may at any time be entitled
      under applicable law, the Certificate of Incorporation of the Company, the
      Bylaws of the Company, any agreement, a vote of stockholders or a resolution
      of
      directors, or otherwise. No amendment, alteration or repeal of this Agreement
      or
      of any provision hereof shall limit or restrict any right of Indemnitee under
      this Agreement in respect of any action taken or omitted by Indemnitee in
      Indemnitee's Corporate Status prior to such amendment, alteration or repeal.
      To
      the extent that a change in the law, whether by statute or judicial decision,
      permits greater indemnification than would be afforded currently under this
      Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy,
      by this Agreement, the greater benefits so afforded by such change. No right
      or
      remedy herein conferred is intended to be exclusive of any other right or
      remedy, and every other right and remedy shall be cumulative and in addition
      to
      every other right and remedy given hereunder or now or hereafter existing at
      law
      or in equity or otherwise. The assertion or employment of any right or remedy
      hereunder, or otherwise, shall not prevent the concurrent assertion or
      employment of any other right or remedy. 

     

    (b) To
      the
      extent that the Company maintains an insurance policy or policies providing
      liability insurance for officers, directors, employees, or agents or fiduciaries
      of the Company or of any other corporation, partnership, joint venture, trust,
      employee benefit plan or other enterprise which such person serves at the
      request of the Company, Indemnitee shall be covered by such policy or policies
      in accordance with its or their terms to the maximum extent of the coverage
      available for Indemnitee under such policy or policies. 

     

    (c) In
      the
      event of any payment under this Agreement, the Company shall be subrogated
      to
      the extent of such payment to all of the rights of recovery of Indemnitee,
      who
      shall execute all papers required and take all action necessary to secure such
      rights, including execution of such documents as are necessary to enable the
      Company to bring suit to enforce such rights. 

     

    (d) The
      Company shall not be liable under this Agreement to make any payment of amounts
      otherwise indemnifiable hereunder if and to the extent that Indemnitee has
      otherwise actually received such payment under any insurance policy, contract,
      agreement or otherwise. 

     

    9. Exception
      to Right of Indemnification.
      Notwithstanding any other provision of this Agreement, Indemnitee shall not
      be
      entitled to indemnification under this Agreement with respect to any Proceeding
      brought by Indemnitee, or any claim therein, unless (a) the bringing of such
      Proceeding or making of such claim shall have been approved by the Board or
      (b)
      such Proceeding is being brought by Indemnitee to assert Indemnitee's rights
      under this Agreement. 

     

    
      
        
        

      

      
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    10. Duration
      of Agreement.
      All
      agreements and obligations of the Company contained herein shall continue during
      the period Indemnitee is serving as a director or officer of the Company (or
      is
      or was serving at the request of the Company as an officer, director, employee
      or agent of another corporation, partnership, joint venture, trust or other
      enterprise) and shall continue thereafter so long as Indemnitee shall be subject
      to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason
      of Indemnitee's Corporate Status, whether or not Indemnitee is acting or serving
      in any such capacity at the time any liability or expense is incurred for which
      indemnification can be provided under this Agreement. This Agreement shall
      be
      binding upon and inure to the benefit of and be enforceable by the parties
      hereto and their respective successors (including any direct or indirect
      successor by purchase, merger, consolidation or otherwise to all or
      substantially all of the business or assets of the Company), assigns, spouses,
      heirs, executors and personal and legal representatives. This Agreement shall
      continue in effect regardless of whether Indemnitee continues to serve as a
      director or officer of the Company or any other enterprise at the Company's
      request. 

     

    11. Security.
      To the
      extent requested by Indemnitee and approved by the Board, the Company may at
      any
      time and from time to time provide security to Indemnitee for the Company's
      obligations hereunder through an irrevocable bank line of credit, funded trust
      or other collateral. Any such security, once provided to Indemnitee, may not
      be
      revoked or released without the prior written consent of Indemnitee.


     

    12. Enforcement.
      

     

    (a) The
      Company expressly confirms and agrees that it has entered into this Agreement
      and assumed the obligations imposed on it hereby in order to induce Indemnitee
      to serve or to continue to serve as an officer of the Company, as applicable,
      and the Company acknowledges that Indemnitee is relying upon this Agreement
      in
      serving or continuing to serve as an officer of the Company. 

     

    (b) This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof and supersedes all prior agreements and
      understandings, oral, written and implied, between the parties hereto with
      respect to the subject matter hereof. 

     

    13. Definitions.
      For
      purposes of this Agreement: 

     

    (a) "Corporate
      Status" describes the status of a person who is or was an officer or director
      of
      the Company or any of its subsidiaries. 

     

    (b) "Disinterested
      Director" means a director of the Company who is not and was not a party to
      the
      Proceeding in respect of which indemnification is sought by Indemnitee.


     

    (c) "Expenses"
      shall include all reasonable attorneys' fees, retainers, court costs, transcript
      costs, fees of experts, witness fees, travel expenses, duplicating costs,
      printing and binding costs, telephone charges, postage, delivery service fees,
      and all other disbursements or expenses of the types customarily incurred in
      connection with prosecuting, defending, preparing to prosecute or defend,
      investigating, participating, or being or preparing to be a witness in a
      Proceeding.

     

    (d) "Independent
      Counsel" means a law firm, or a member of a law firm, that is experienced in
      matters of corporation law and neither presently is, nor in the past five years
      has been, retained to represent: (i) the Company or Indemnitee in any matter
      material to either such party (other than with respect to matters concerning
      Indemnitee under this Agreement), or (ii) any other party to the Proceeding
      giving rise to a claim for indemnification hereunder. Notwithstanding the
      foregoing, the term "Independent Counsel" shall not include any person who,
      under the applicable standards of professional conduct then prevailing, would
      have a conflict of interest in representing either the Company or Indemnitee
      in
      an action to determine Indemnitee's rights under this Agreement. The Company
      agrees to pay the reasonable fees of the Independent Counsel referred to above
      and to fully indemnify such counsel against any and all Expenses, claims,
      liabilities and damages arising out of or relating to this Agreement or its
      engagement pursuant hereto.

     

    
      
        
        

      

      
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    (e) "Proceeding"
      includes any threatened, pending or completed action, suit, arbitration,
      alternate dispute resolution mechanism, investigation, inquiry, administrative
      hearing or any other actual, threatened or completed proceeding, whether brought
      by or in the right of the Company or otherwise and whether civil, criminal,
      administrative or investigative, in which Indemnitee was, is or will be involved
      as a party or otherwise, by reason of the fact that Indemnitee was or is a
      director or officer of the Company, by reason of any action taken by Indemnitee
      or of any inaction on Indemnitee's part while serving as a director or officer
      of the Company or by reason of the fact that Indemnitee is or was serving at
      the
      request of the Company as an officer, director, employee, consultant, fiduciary
      or agent of another corporation, partnership, joint venture, trust, employee
      benefit plan or other enterprise, in each case whether or not Indemnitee is
      acting or serving in any such capacity at the time any liability or expense
      is
      incurred for which indemnification can be provided under this Agreement, and
      excluding one initiated by Indemnitee pursuant to Section 7 of this Agreement
      to
      enforce Indemnitee's rights under this Agreement. 

     

    14. Severability.
      If any
      provision or provisions of this Agreement shall be held by a court of competent
      jurisdiction to be invalid, void, illegal or otherwise unenforceable for any
      reason whatsoever: (a) the validity, legality and enforceability of the
      remaining provisions of this Agreement (including without limitation, each
      portion of any section of this Agreement containing any such provision held
      to
      be invalid, illegal or unenforceable, that is not itself invalid, illegal or
      unenforceable) shall not in any way be affected or impaired thereby and shall
      remain enforceable to the fullest extent permitted by law; and (b) to the
      fullest extent possible, the provisions of this Agreement (including, without
      limitation, each portion of any section of this Agreement containing any such
      provision held to be invalid, illegal or unenforceable, that is not itself
      invalid, illegal or unenforceable) shall be construed so as to give effect
      to
      the intent manifested thereby. 

     

    15. Modification
      and Waiver.
      No
      supplement, modification, termination or amendment of this Agreement shall
      be
      binding unless executed in writing by the parties hereto. No waiver of any
      of
      the provisions of this Agreement shall be deemed or shall constitute a waiver
      of
      any other provisions hereof (whether or not similar), nor shall such waiver
      constitute a continuing waiver. 

     

    16. Notice
      by Indemnitees.
      Indemnitee agrees promptly to notify the Company in writing upon being served
      with any summons, citation, subpoena, complaint, indictment, information or
      other document relating to any Proceeding or matter which may be subject to
      indemnification covered hereunder. The failure to so notify the Company shall
      not relieve the Company of any obligation which it may have to Indemnitee under
      this Agreement or otherwise.

     

    17. Period
      of Limitations.
      No
      legal action shall be brought and no cause of action shall be asserted by or
      on
      behalf of the Company or any affiliate of the Company against Indemnitee,
      Indemnitee's spouse, heirs, assigns or personal or legal representatives after
      the expiration two years from the date of accrual of such cause of action,
      and
      to the fullest extent permitted by applicable law, any claim or cause of action
      of the Company or its affiliate shall be extinguished and deemed released unless
      asserted by the timely filing of a legal action within such two year period;
      provided, however, that if any shorter period of limitations is otherwise
      applicable to any such cause of action, such shorter period shall govern unless
      a longer period is required by applicable law.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    18. Notices.
      All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if (i) delivered by and
      receipted for by the party to whom said notice or other communication shall
      have
      been directed, (ii) sent by nationally recognized overnight courier or (iii)
      mailed by certified or registered mail with postage prepaid, and in each case
      shall be deemed given upon receipt: 

     

    (a) If
      to
      Indemnitee, to the address set forth on the signature page of this Agreement.
      

     

    


     

    (b) If
      to the
      Company, to its principal executive offices at:

     

    


    iCAD,
      Inc.

    4
      Townsend West, Suite 17

    Nashua,
      NH 03063

    Attn:
      General Counsel

    


    or
      to
      such other address as may have been furnished to Indemnitee by the Company
      or to
      the Company by Indemnitee, as the case may be. 

     

    19. Identical
      Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      for
      all purposes be deemed to be an original but all of which together shall
      constitute one and the same Agreement. 

     

    20. Headings.
      The
      headings of the paragraphs of this Agreement are inserted for convenience only
      and shall not be deemed to constitute part of this Agreement or to affect the
      construction thereof. 

     

    21. Governing
      Law.
      The
      parties agree that this Agreement shall be governed by, and construed and
      enforced in accordance with, the laws of the State of Delaware, without
      application of the conflict of laws principles thereof. 

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


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

    


     

    iCAD,
      INC.


    


    


    By:
      ___________________________________________     

        
      Name: 

        
      Title: 

    


     

    INDEMNITEE

    


    


    


    ______________________________________________      

    Name:
      

     

    


    Address:
      

     

     

    
      
        
        

      

      
        10