Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of September 6, 2006,
by and between KENNETH D. RARDIN (the "Executive") and MERGE TECHNOLOGIES
INCORPORATED, a Wisconsin corporation (the "Company").
R E C I T A L S:
A.
THE COMPANY IS ENGAGED IN THE PROVISION OF MEDICAL DIAGNOSTIC
IMAGING SOFTWARE AND PROFESSIONAL SERVICES FOR HEALTHCARE FACILITIES AND MEDICAL
EQUIPMENT MANUFACTURERS.
THE BUSINESS IN WHICH THE COMPANY IS ENGAGED IN FROM
TIME-TO-TIME DURING THE TERM OF THIS AGREEMENT, INCLUSIVE OF THOSE NEW LINES OF
BUSINESS, IF ANY, IN WHICH THE COMPANY IS WORKING TOWARD ENTERING FROM
TIME-TO-TIME ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE "BUSINESS"; AND
B.
THE COMPANY DESIRES TO EMPLOY THE EXECUTIVE AND THE EXECUTIVE
DESIRES TO ACCEPT SUCH EMPLOYMENT;
NOW THEREFORE, in consideration of the promises, mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Executive do
hereby agree as follows:
1.
EMPLOYMENT AND DUTIES. ON THE TERMS AND SUBJECT TO THE CONDITIONS
SET FORTH IN THIS AGREEMENT, THE COMPANY AGREES TO EMPLOY THE EXECUTIVE AS THE
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY TO PERFORM SUCH DUTIES AS
ARE CONSISTENT WITH SUCH POSITION(S) AS MAY BE ASSIGNED, FROM TIME TO TIME, BY
THE BOARD OF DIRECTORS (THE "BOARD") OF THE COMPANY AND TO RENDER SUCH
ADDITIONAL SERVICES AND DISCHARGE SUCH OTHER RESPONSIBILITIES AS THE BOARD MAY,
FROM TIME TO TIME, STIPULATE CONSISTENT WITH SUCH SENIOR MANAGEMENT POSITION.
THE BOARD HAS AGREED TO APPOINT EXECUTIVE AS A MEMBER OF THE BOARD AS SOON AS
POSSIBLE FOLLOWING THE DATE OF THIS AGREEMENT, AND, SUBJECT TO ITS FIDUCIARY
DUTIES, TO NOMINATE THE EXECUTIVE (DURING THE TERM OF THIS AGREEMENT) FOR
ELECTION AT EACH MEETING OF THE SHAREHOLDERS AT WHICH DIRECTORS ARE ELECTED.
THE EXECUTIVE AGREES TO SERVE ON THE BOARD IF APPOINTED OR ELECTED.
2.
PERFORMANCE. THE EXECUTIVE ACCEPTS THE EMPLOYMENT DESCRIBED IN
SECTION 1 OF THIS AGREEMENT AND AGREES TO DEVOTE SUBSTANTIALLY ALL OF HIS
WORKING TIME AND EFFORTS TO THE FAITHFUL AND DILIGENT PERFORMANCE OF THE
SERVICES DESCRIBED HEREIN, INCLUDING THE PERFORMANCE OF SUCH OTHER SERVICES AND
RESPONSIBILITIES AS THE BOARD MAY, FROM TIME TO TIME, STIPULATE CONSISTENT WITH
SUCH EXECUTIVE MANAGEMENT POSITION.
3.
TERM.
THE TERM OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY UNDER
THIS AGREEMENT COMMENCED AS OF THE DATE HEREOF (THE "COMMENCEMENT DATE").
THE
TERM OF EMPLOYMENT SHALL REMAIN IN EFFECT UNTIL AND UNLESS TERMINATED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
THE
PERIOD OF TIME IN WHICH EXECUTIVE IS EMPLOYED SHALL CONSTITUTE THE "EMPLOYMENT
PERIOD," AND EACH CALENDAR YEAR OR PORTION OF A CALENDAR YEAR DURING THE
EMPLOYMENT PERIOD IS HEREINAFTER SOMETIMES REFERRED TO AS A "YEAR."
THE BOARD
OR APPROPRIATE COMMITTEE THEREOF WILL REVIEW THE AGREEMENT AT ITS SOLE
DISCRETION, BUT NO LESS FREQUENTLY THAN EVERY THREE (3) YEARS SUBSEQUENT TO THE
DATE OF THIS AGREEMENT.
4.
SALARY. FOR ALL THE SERVICES TO BE RENDERED BY