Standard Contracts
EXHIBIT 10.29Non-Qualified Stock Option Agreement • March 30th, 2001 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies
BACKGROUNDLicense Agreement • March 13th, 1997 • Vital Images Inc • Iowa
EXHIBIT 10.30Change in Control Agreement • March 30th, 2001 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
Exhibit 10.22 EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of this 1st day of February, 1998, by and between Vital Images, Inc. (the "Company") and Douglas M. Pihl (the "Executive"). W I T N E S S E T H : WHEREAS, the Company desires...Employment Agreement • March 27th, 1998 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
EXHIBIT 10.16 LEASE AGREEMENT BY AND BETWEEN ACKY-3100 LAKE LIMITED PARTNERSHIP ANDLease Agreement • March 13th, 1997 • Vital Images Inc • Minnesota
Exhibit 10.20 SOFTWARE LICENSE AGREEMENT This Agreement is entered into on August 1, 1997 by and between Duke University, a North Carolina educational institution located in Durham, North Carolina ("Duke"), and Vital Images, Inc., a corporation with...Software License Agreement • March 27th, 1998 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • North Carolina
EXHIBIT 4.4 RIGHTS AGREEMENTRights Agreement • May 1st, 1997 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
Exhibit 10.24 LOAN AGREEMENTLoan Agreement • May 12th, 1999 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
EXHIBIT 10.3 TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT (this "Agreement"), dated as of May 2, 1997, is made and entered into by and between Bio-Vascular, Inc., a Minnesota corporation ("Bio-Vascular"), and Vital Images, Inc., a Minnesota...Tax Sharing Agreement • May 1st, 1997 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
EXHIBIT 10.28Employment Agreement • March 30th, 2001 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
RECITALSTransition Services Agreement • May 1st, 1997 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
VITAL IMAGES, INC. AND TOSHIBA AMERICA MEDICAL SYSTEMS, INC.Reseller Agreement • November 14th, 2000 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
Exhibit 10.26 COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • May 12th, 1999 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
EXHIBIT 10.1 DISTRIBUTION AGREEMENTDistribution Agreement • May 1st, 1997 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
ARTICLE 1. ADDITIONAL BENEFITS DEFINITIONSEmployee Benefits Agreement • May 1st, 1997 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
Exhibit 10.21 Vital Images, Inc. 3100 West Lake Street, Suite 100 Minneapolis, MN 55416 February 13, 1998 Mr. Andrew M. Weiss 4515 Moorland Avenue Edina, MN 55424 Dear Andy: This letter is intended to set forth our agreement regarding your resignation...Severance Agreement • March 27th, 1998 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS SALES AND MARKETING AGREEMENT (the "Agreement") is by and between ATL Ultrasound, Inc., a corporation of the State of Washington, having a place of business at 22100 Bothell-Everett Highway, Bothell, Washington 98041-3003 ("ATL"), and Vital...Sales and Marketing Agreement • March 13th, 1997 • Vital Images Inc • Washington
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 5th, 2003 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 11th, 2011 • Vital Images Inc • Services-prepackaged software • Minnesota
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2011 • Vital Images Inc • Services-prepackaged software • Minnesota
THIS AGREEMENT, made and entered into as of the 24th day of October, 2005, by and between Vital Images, Inc. (“Company”) and Steve Andersen (“Executive”).
Vital Images, Inc.Employment Agreement • April 28th, 2011 • Vital Images Inc • Services-prepackaged software • Minnesota
Reference is made to the employment agreement between Aaron Erkan Akyuz (“Executive”) and Vital Images, Inc. (the “Company”) dated as of October 1, 2009 (the “Employment Agreement”). Capitalized terms used herein without definition shall have the meanings assigned to such terms under the Employment Agreement or under the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Toshiba Medical Systems Corporation (the “Acquirer”), Magenta Corporation, and the Company. Executive and the Company hereby agree to amend certain provisions under the Employment Agreement, effective as of the dates designated below, as follows:
Vital Images, Inc.Retention Bonus Plan Offer • April 28th, 2011 • Vital Images Inc • Services-prepackaged software • New York
As you know, Vital Images Inc. (the “Company”) is entering into an agreement by and among Toshiba Medical Systems Corporation., a company formed under the laws of Japan (“Toshiba”), Magenta Corporation, a Minnesota corporation and a wholly-owned, direct subsidiary of Toshiba (“Merger Sub”), and the Company pursuant to which the Company will merge with and into Merger Sub, with the Company surviving as a wholly-owned subsidiary of Toshiba (the “Merger”). While transitions can be challenging, your skills and ongoing contributions to the Company are of great importance to both the Company and Toshiba. We expect that you will play a critical role in helping us consummate the Merger and in the ongoing success of the business following the Merger, and for this reason, we are taking some steps that we hope make very clear the value of staying with the Company at least through the transition period following the Merger covered by the special retention bonus described below (the “retention peri
WITNESSETH ---------- FOR AND IN CONSIDERATION of the sum of One Dollar ($1.00) in hand paid by each of the parties to the other, and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, Landlord does hereby...Standard Office Lease Agreement • November 12th, 1999 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
Vital Images, Inc.Change in Control Agreement • April 28th, 2011 • Vital Images Inc • Services-prepackaged software • Minnesota
Reference is made to the change in control agreement, by and between Steven P. Canakes (“Executive”) and Vital Images, Inc. (the “Company”) dated as of October 9, 2000 (the “CIC Agreement”). Capitalized terms used herein without definition shall have the meanings assigned to such terms under the CIC Agreement or under the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Toshiba Medical Systems Corporation (the “Acquirer”), Magenta Corporation, and the Company. Executive and the Company hereby agree to amend certain provisions under the CIC Agreement, effective as of the dates designated below, as follows:
EXHIBIT 10.15 COMMERCIAL LEASE THIS AGREEMENT, made this day of , 1993 by and between the Douglas Greenfield IRA Trust, as Landlord, and Vital Images, Inc., as Tenant: WITNESSETH: That the said Landlord does hereby demise and lease to Tenant and...Commercial Lease • May 1st, 1997 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS AGREEMENT, made this day of , 1993 by and between the Douglas Greenfield IRA Trust, as Landlord, and Vital Images, Inc., as Tenant:
WITNESSETH:Joint Development Agreement • April 21st, 1997 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Washington
Exclusivity AgreementExclusivity Agreement • May 11th, 2011 • Vital Images Inc • Services-prepackaged software • Minnesota
We appreciate the willingness of Vital Images, Inc. (the “Company”) to continue discussions of the terms under which Toshiba Medical Systems Corporation and/or one or more of its subsidiaries (collectively, “TMSC”) would be willing to enter into a strategic business transaction with the Company (the “Potential Transaction”).
EXHIBIT 10.5 VITAL IMAGES, INC. INCENTIVE STOCK OPTION ADJUSTMENT PLAN 1. Background; Purpose of Plan. --------------------------- a. Vital Images, Inc. (the "Company") has entered into that certain Distribution Agreement, dated as of ___________,...Incentive Stock Option Adjustment Plan • April 21st, 1997 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies
VITAL IMAGES, INC. TOSHIBA MEDICAL SYSTEMS CORPORATION Confidentiality AgreementConfidentiality Agreement • May 11th, 2011 • Vital Images Inc • Services-prepackaged software • Minnesota
This Confidentiality Agreement (this “Agreement”) dated as of January 28, 2011, between VITAL IMAGES, INC., a Minnesota corporation (“Vital Images” or the “Company”), and TOSHIBA MEDICAL SYSTEMS CORPORATION, a Japanese corporation (“TMSC” or the “Receiving Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2005 • Vital Images Inc • Services-prepackaged software • Minnesota
THIS AGREEMENT, made and entered into as of the 16th day of May, 2005, by and between Vital Images, Inc. (“Company”) and Michael H. Carrel (“Executive”).
SEVERANCE AGREEMENTSeverance Agreement • May 7th, 2002 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Severance and Redemption Agreement effective as of the 9th day of February, 2002, by and between Vital Images, Inc., a Minnesota corporation (“Company”) and Albert Emola (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2010 • Vital Images Inc • Services-prepackaged software • Minnesota
THIS AGREEMENT made and entered into as of the 1st day of October, 2009, by and between Vital Images, Inc. (“Company”) and Aaron Erkan Akyuz (“Executive”). This agreement supersedes and succeeds the Canadian employment agreements signed on August 13, 2009 titled EMPLOYEE OFFER LETTER and the CONFIDENTIALITY, ASSIGNMENT AND NON-COMPETITION AGREEMENT. The Canadian employment agreements will no longer be of effect between the parties as of the date of effectiveness of this agreement.
MARKETING AND DISTRIBUTION AGREEMENTMarketing and Distribution Agreement • May 10th, 2007 • Vital Images Inc • Services-prepackaged software
THIS AGREEMENT is made as of March 30, 2007 by and between Vital Images, Inc., a Minnesota corporation having its principal place of business at 5850 Opus Parkway, Suite 300, Minnetonka, Minnesota 55343 USA (“Vital Images”) and Toshiba Medical Systems Corporation having its place of business at 1385, Shimoishigami, Otawara-Shi, Tochigi 324-8550, Japan (“Toshiba”).
MARKETING AND DISTRIBUTION AGREEMENT DATED MARCH 30, 2007 BETWEEN VITAL IMAGES, INC. AND TOSHIBA MEDICAL SYSTEMS CORPORATIONMarketing and Distribution Agreement • March 17th, 2008 • Vital Images Inc • Services-prepackaged software
THIS AMENDMENT NO. 3 (the “Amendment”) is made as of March, 2008 by and between Vital Images, Inc., a Minnesota corporation having its principal place of business at 5850 Opus Parkway, Suite 300, Minnetonka, Minnesota 55343 USA (“Vital Images”) and Toshiba Medical Systems Corporation having its place of business at 1385, Shimoishigami, Otawara-Shi, Tochigi 324-8550, Japan (“Toshiba”).
EXHIBIT 10.8 VITAL IMAGES, INC. 1992 DIRECTORS' OPTION ADJUSTMENT PLAN 1. Background: Purpose of Plan. (a) Vital Images, Inc. (the "Company") has entered into that certain Distribution Agreement, dated as of ____________________, 1997 (the...Directors' Option Adjustment Plan • March 13th, 1997 • Vital Images Inc
