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 Xxxxxxx X. Xxxx (the
"Executive").
W I T N E S S E T H :
WHEREAS, the Company desires to retain the services of the Executive in
the capacity of President and Chief Executive Officer and the Executive hereby
accepts and agrees to such employment, subject to the supervision of the Board
of Directors of the Company (the "Board") and the further terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. EMPLOYMENT. Upon the terms and subject to the conditions herein
contained, the Company hereby employs the Executive as President
or in such other capacity as may be determined from time to time
by the Board, and the Executive hereby accepts such employment.
2. SALARY. In exchange for the provision of services, the Executive
shall receive an annual salary in the amount of One Hundred Twenty
Thousand Dollars ($120,000.00) (the "Salary") payable in
accordance with the Company's payment practices. The Salary may be
adjusted in such manner as the Board deems appropriate.
3. BENEFITS. Except as the Board may otherwise provide, Executive
shall be entitled to participate in any life insurance, health
insurance, dental insurance, disability insurance or any other
fringe benefit plan which the Company may from time to time make
available to its salaried senior executives. Any of such benefits
may be modified or withdrawn by the Company in its discretion to
the extent the same are withdrawn or modified or supplemented for
other employees similarly situated.
4. DISCRETIONARY BONUS. The Executive may from time to time receive a
bonus in the sole discretion of the Board.
5. VACATION. Executive shall be entitled to as many days paid
vacation per calendar year as he wishes to take; provided,
however, that the Executive complies with Section 7 of this
Agreement.
6. EXPENSES. The Company shall reimburse the Executive for all
reasonable expenses properly incurred by the Executive in the
discharge of his duties hereunder upon production of evidence
therefor.
7. SERVICES; DUTIES. Executive shall have the normal duties,
responsibilities and authority of a Chief Executive Officer,
subject to the power of the Company's Board of Directors to expand
or limit such duties, responsibilities and authority. The
Executive shall devote as much of his time and effort to the
business of the Company as is required to perform his duties and
responsibilities hereunder in a satisfactory manner. The Executive
shall perform the duties and obligations required of the Executive
hereunder in a competent, efficient and satisfactory manner at
such hours and under such conditions as the performance of such
duties and obligations may require.
8. CONFIDENTIALITY AND LOYALTY. Executive acknowledges that,
during the course of his employment he will produce and have
access to materials, records, data and information not
generally available to the public regarding the Company, its
customers and affiliates (collectively "Confidential
Information"). Accordingly, during and subsequent to the
termination of this Agreement, Executive shall hold in
confidence and not directly or indirectly disclose, use, copy
or make lists of any Confidential Information, except to the
extent authorized in writing by the Company, or as required by
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law or any competent administrative agency or as otherwise is
reasonably necessary or appropriate in connection with the
performance by Executive of his duties pursuant to this
Agreement. Upon termination of his employment under this
Agreement, Executive shall promptly deliver to the Company (i)
all records, manuals, books, documents, client lists, letters,
reports, data, tables, calculations and all copies of any of
the foregoing which are the property of the Company or which
relate in any way to the business or practices of the Company,
and (ii) all other property of the Company and Confidential
Information which in any of these cases are in his possession
or under his control.
9. REMEDIES. Executive agrees and understands that any breach of
any of the covenants or agreements set forth in Section 8 of
this Agreement will cause the Company irreparable harm for
which there is no adequate remedy at law, and, without
limiting whatever other rights and remedies the Company may
have under this Agreement, Executive consents to the issuance
of an injunction in favor of the Company enjoining the breach
of any of the aforesaid covenants or agreements by any court
of competent jurisdiction. If any or all of the aforesaid
covenants or agreements are held to be unenforceable because
of the scope or duration of such covenant or agreement, the
parties agree that the court making such determination shall
have the power to reduce or modify the scope and/or duration
of such covenant to the extent that allows the maximum scope
and/or duration permitted by applicable law.
10. AT-WILL EMPLOYMENT. The Executive shall be employed on an at-will
basis, and not for any definite term. The Executive or the Company
may terminate the employment relationship at any time, for any or
no reason, upon 10 days' notice to the other party.
11. SURVIVING RIGHTS. Notwithstanding the termination of the
Executive's employment, the parties shall be required to carry out
any provisions hereof which contemplate performance subsequent to
such termination; and such termination shall not affect any
liability or other obligation which shall have accrued prior to
such termination, including, but not limited to, any liability for
loss or damage on account of a prior default.
12. NOTICES. All notices, requests, and other communications shall be
in writing and except as otherwise provided herein, shall be
considered to have been delivered if personally delivered or when
deposited in the United States Mail, first class, certified or
registered, postage prepaid, return receipt requested, addressed
to the proper party at its address as set forth below, or to such
other address as such party may hereafter designate by written
notice to the other party:
(a) If to the Company, to: Vital Images, Inc.
Xxxx Xxxx Xxxxxx - Xxxxx 000
Xxxxxxxxxxx, XX 00000-0000
ATTN: Xxxx Xxxxxxx
With a copy to: Xxxxxxx X. Xxxx
Winthrop & Weinstine, P.A.
Xxxx Xxxxxxxx Plaza
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
(b) If to Executive, to: Xxxxxxx X. Xxxx
XXX Capital Partners
000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
13. WAIVER, MODIFICATION OR AMENDMENT. No waiver, modification or
amendment of any term, condition or provision of this Agreement
shall be valid or of any effect unless made in writing, signed by
the party to be bound or its duly authorized representative and
specifying with particularity
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the nature and extent of such waiver, modification or
amendment. Any waiver by any party of any default of the other
shall not affect or impair any right arising from any
subsequent default. Nothing herein shall limit the rights and
remedies of the parties hereto under and pursuant to this
Agreement, except as set forth above.
14. ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties hereto in respect of transactions contemplated
hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
15. INTERPRETATION. The provisions of this Agreement shall be applied
and interpreted in a manner consistent with each other so as to
carry out the purposes and intent of the parties hereto, but if
for any reason any provision hereof is determined to be
unenforceable or invalid, such provision or such part thereof as
may be unenforceable or invalid shall be deemed severed from this
Agreement and the remaining provisions shall be carried out with
the same force and effect as if the severed provision or part
thereof had not been a part of this Agreement.
16. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Minnesota.
17. ASSIGNMENT. Executive acknowledges that Executive's services are
unique and personal. Accordingly, Executive may not assign
Executive's rights or delegate Executive's duties or obligations
under this Agreement. This Agreement shall inure to the benefit of
and be enforceable by the Company and any successor or permitted
assignee, and may be assigned by the Company to any purchaser of
all or substantially all of the Company's business or assets (by
merger, sale of assets, consolidation, acquisition of stock or
otherwise) without the consent of Executive, and may otherwise be
assigned by the Company only with Executive's consent.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
VITAL IMAGES, INC.
By: /s/ XXXXXXX X. XXXXXXX
Its: CHIEF FINANCIAL OFFICER
EXECUTIVE:
/s/ XXXXXXX X. XXXX
Xxxxxxx X. Xxxx
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