Exhibit 10.19
Execution Copy
SEPARATION AND NON-COMPETE AGREEMENT
This Separation and Non-Compete Agreement is entered into as of January 16, 2008
("Execution Date") by and between Vital Images, Inc. ("Company"), a Minnesota
corporation, and Jay D. Miller ("Employee"), a resident of the State of
Minnesota.
1.
DEFINITIONS.
WE INTEND ALL WORDS USED IN THIS SEPARATION AND
NON-COMPETE AGREEMENT ("AGREEMENT") TO HAVE THEIR PLAIN MEANINGS IN ORDINARY
ENGLISH.
SPECIFIC TERMS WE USE IN THIS AGREEMENT HAVE THE FOLLOWING MEANINGS:
A.
EMPLOYEE, AS USED HEREIN, SHALL INCLUDE THE UNDERSIGNED EMPLOYEE
AND ANYONE WHO HAS OBTAINED ANY LEGAL RIGHTS OR CLAIMS THROUGH THE UNDERSIGNED
EMPLOYEE.
B.
COMPANY, AS USED HEREIN, SHALL AT ALL TIMES MEAN VITAL
IMAGES, INC., ITS PARENT COMPANY, THEIR SUBSIDIARIES, SUCCESSORS AND ASSIGNS,
THEIR AFFILIATED AND PREDECESSOR COMPANIES, THEIR SUCCESSORS AND ASSIGNS, THEIR
AFFILIATED AND PREDECESSOR COMPANIES AND THE PRESENT OR FORMER DIRECTORS,
OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (INCLUDING, WITHOUT LIMITATION,
ITS ACCOUNTANTS AND ATTORNEYS) OF ANY OF THEM, WHETHER IN THEIR INDIVIDUAL OR
OFFICIAL CAPACITIES, AND THE CURRENT AND FORMER TRUSTEES OR ADMINISTRATORS OF
ANY PENSION OR OTHER BENEFIT PLAN APPLICABLE TO EMPLOYEES OR FORMER EMPLOYEES OF
COMPANY, IN THEIR OFFICIAL OR INDIVIDUAL CAPACITIES.
C.
COMPETITIVE PRODUCTS AND SERVICES, AS USED HEREIN, SHALL INCLUDE
ALL PRODUCTS AND SERVICES SIMILAR TO OR THE SAME AS THOSE OFFERED BY COMPANY TO
ITS CUSTOMERS INVOLVING ADVANCED MEDICAL VISUALIZATION AND ANALYSIS SOFTWARE
TECHNOLOGIES BEYOND MIP (MINIMUM INTENSITY PROJECTION) AND MPR (MULTI PLANAR
REFORMATION) THAT ALLOW FOR ANALYSIS, MANIPULATION, AND DISTRIBUTION OF IMAGES,
SUCH AS RADIOLOGICAL STUDIES, IN 2D, 3D AND 4D.
D.
EMPLOYEE'S CLAIMS, AS USED HEREIN, MEANS ALL OF THE RIGHTS
EMPLOYEE, HAS ON OR PRIOR TO THE DATE HEREOF, TO ANY RELIEF OF ANY KIND FROM
COMPANY, WHETHER OR NOT EMPLOYEE NOW KNOWS ABOUT THOSE RIGHTS, ARISING OUT OF
HIS EMPLOYMENT WITH COMPANY, AND HIS EMPLOYMENT TERMINATION, INCLUDING, BUT NOT
LIMITED TO, CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS
AMENDED BY THE OLDER WORKERS BENEFIT PROTECTION ACT; THE MINNESOTA HUMAN RIGHTS
ACT; THE AMERICANS WITH DISABILITIES ACT; TITLE VII OF THE CIVIL RIGHTS ACT OF
1964, AS AMENDED; THE MINNESOTA WHISTLEBLOWER ACT; OR OTHER FEDERAL, STATE OR
LOCAL CIVIL RIGHTS LAWS; CLAIMS PURSUANT TO THAT CERTAIN EMPLOYMENT AGREEMENT
BETWEEN COMPANY AND EMPLOYEE DATED FEBRUARY 9, 2002 (THE "EMPLOYMENT
AGREEMENT"); CLAIMS PURSUANT TO THAT CERTAIN AMENDED AND RESTATED CHANGE IN
CONTROL AGREEMENT DATED FEBRUARY 9, 2002 (THE "CHANGE IN CONTROL AGREEMENT");
CLAIMS PURSUANT TO ANY OTHER AGREEMENT, UNDERSTANDING, PLAN OR ARRANGEMENT UNDER
WHICH EMPLOYEE COULD RECEIVE COMPENSATION FROM THE COMPANY, AS THE PARTIES
INTEND FOR THIS AGREEMENT TO SETTLE ALL OBLIGATIONS REMAINING BETWEEN THE
PARTIES; CLAIMS FOR BREACH OF CONTRACT; FRAUD OR MISREPRESENTATION; DEFAMATION,
INTENTIONAL OR NEGLIGENT INFLICTION OF EMOTIONAL DISTRESS; BREACH OF COVENANT OF
GOOD FAITH AND FAIR DEALING; PROMISSORY ESTOPPEL; NEGLIGENCE; WRONGFUL
TERMINATION OF EMPLOYMENT; AND ANY OTHER CLAIMS FOR UNLAWFUL EMPLOYMENT
PRACTICES ARISING ON OR PRIOR TO THE DATE HEREOF; PROVIDED, HOWEVER, THAT THE
TERM "EMPLOYEE'S CLAIMS" SHALL IN NO EVENT INCLUDE
EMPLOYEE'S RIGHTS TO