Exhibit 10.7
KEY OFFICER AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of Oct. 12, 2005, by
and between STEVEN M. ORESKOVICH (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 employs the Executive and wishes to provide the
Executive with benefits in the event of severance or a change in control in
exchange for Executive's agreement with respect to competition, confidentiality,
inventions, secrecy and retention of property in the event of such termination
of 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.
DISABILITY BENEFIT.
IF AT ANY TIME DURING THE EXECUTIVE'S
EMPLOYMENT THE EXECUTIVE IS UNABLE TO PERFORM FULLY THE MATERIAL AND SUBSTANTIAL
DUTIES OF THE EXECUTIVE'S REGULAR JOB POSITION HEREUNDER BY REASON OF ILLNESS,
ACCIDENT, OR OTHER DISABILITY (AS CONFIRMED BY COMPETENT MEDICAL EVIDENCE BY A
PHYSICIAN SELECTED BY THE EXECUTIVE COMMITTEE OF THE BOARD), THE EXECUTIVE SHALL
BE ENTITLED TO RECEIVE PERIODIC PAYMENTS OF SALARY, BONUS AND ANY AND ALL
BENEFITS TO WHICH HE/SHE WOULD OTHERWISE BE ENTITLED BY REASON OF HIS/HER
EMPLOYMENT FOR A PERIOD OF NINETY (90) DAYS. IF THE EXECUTIVE IS PREVENTED BY
REASON OF ANY ILLNESS, ACCIDENT OR OTHER DISABILITY FROM PERFORMING THE MATERIAL
AND SUBSTANTIAL DUTIES OF HIS/HER REGULAR JOB POSITION FOR A PERIOD OF 180 DAYS,
WHETHER OR NOT CONSECUTIVE, IN ANY 12 MONTH PERIOD WHICH, IN THE OPINION OF A
PHYSICIAN SELECTED BY THE EXECUTIVE COMMITTEE OF THE BOARD IS LIKELY TO CONTINUE
TO THE SAME DEGREE, HE/SHE WILL BE CONSIDERED TO BE SUFFERING FROM A DISABILITY
("DISABILITY"). NOTWITHSTANDING THE FOREGOING PROVISION (I) THE AMOUNTS PAYABLE
TO THE EXECUTIVE PURSUANT TO THIS SECTION 1 SHALL BE REDUCED BY ANY AMOUNTS
RECEIVED BY THE EXECUTIVE WITH RESPECT TO ANY SUCH INCAPACITY PURSUANT TO ANY
INSURANCE POLICY, PLAN, OR OTHER EMPLOYEE BENEFIT PROVIDED TO THE EXECUTIVE BY
THE COMPANY; AND (II) IN NO EVENT WILL THE TERMS OF THIS AGREEMENT SUPERSEDE ANY
HEALTH OR DISABILITY BENEFIT TO WHICH EXECUTIVE IS ENTITLED UNDER APPLICABLE
LAW.
2.
CHANGE IN CONTROL.
IN THE EVENT OF A "CHANGE IN CONTROL" OF THE
COMPANY ("CHANGE IN CONTROL" OF THE COMPANY SHALL MEAN A CHANGE IN THE OWNERSHIP
OF FIFTY PERCENT (50%) OR MORE OF THE OUTSTANDING STOCK OF THE COMPANY IN A
SINGLE TRANSACTION OR SERIES OF TRANSACTIONS EFFECTED BY A THIRD PARTY OR THIRD
PARTIES ACTING IN CONCERT, OR