iCAD, Inc. Nashua, NH 03062

Exhibit 10.1

iCAD, Inc.

00 Xxxx Xxxxxx Xxxx, Xxxxx 000

Xxxxxx, XX 00000

October 15, 2018

Xxxx X. Xxxxxxx

X.X. Xxx 0000

Xxxxxx Xxxxx Xx, XX 00000

Dear Andy:

This letter (this “Agreement”) constitutes the agreement between iCAD, Inc. (the “Company”) and you (“Xx. Xxxxxxx”). Each of the Company and Xx. Xxxxxxx is a “Party” to this Agreement, and collectively, the “Parties.”

1. Board Composition. Upon the execution of this Agreement, the Company’s Board of Directors (the “Board”) will (a) accept the resignations tendered by Xxxxxxx Xxxxx, Dr. Xxxxxx Xxxxxxx, Xxxx Xxxxxxxxxxx and Xx. Xxxxxx Xxxxxxx as directors of the Company and (b) appoint to the Board each of Xxxxxxx Xxxxx, Dr. Xxxxxx Xxxxx and Dr. Xxxxx Xxxx (each a “New Director” and, collectively, the “New Directors”). Xx. Xxxxxx Xxxx, Xxxxxxx Xxxxx, Xx. Xxxxxxxx Xxxxxx and Xxxxxx Xxxxxxxxx (each an “Incumbent Director” and, collectively, the “Incumbent Directors”) will continue to serve as directors and, together with Xx. Xxxxxxx and the New Directors, will be nominated for election to the Board at Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”).

2. Chairman of the Board. The Company agrees that, effective upon his appointment to the Board, Xx. Xxxxx will be appointed as Non-Executive Chairman of the Board.

3. Committee Composition.

a. Audit Committee. Upon the appointment of the New Directors, the Board agrees that the Audit Committee will consist of Xx. Xxxxxx and Messrs. Sassine and Xxxxxxxxx, with Xx. Xxxxxxxxx as its Chairman.

b. Compensation Committee. Upon the appointment of the New Directors, the Board agrees that the Compensation Committee will consist of Drs. Xxxxxx and Wood and Messrs. Xxxxx and Xxxxxxx, with Xx. Xxxxxxx as its Chairman.

c. Nominating and Corporate Governance Committee. Upon the appointment of the New Directors, the Board agrees that the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) will consist of Drs. Xxxx, Xxxxx and Xxxx, with Xx. Xxxxx as its Chairman.

4. Replacement Directors.

a. If any of the New Directors is unable or unwilling to serve as a director or ceases to be a director, resigns as a director or is removed as a director prior to the conclusion of the 2018 Annual Meeting, then Xx. Xxxxxxx will be permitted to recommend a replacement director, who must (i) qualify as “independent” pursuant to Nasdaq Stock Market listing standards and (ii) be

reasonably acceptable to the Board. The Board will vote on the appointment of any such recommended replacement director within 7 business days after the recommended replacement director has submitted to the Company a completed director & officer questionnaire and one or more representatives of the Board have had an opportunity to conduct an interview of such recommended replacement director. If for any reason the Board does not accept the replacement director recommended by Xx. Xxxxxxx, then Xx. Xxxxxxx will be permitted to recommend additional replacement director candidates whose appointment will be subject to the procedures described above.

b. If any of the Incumbent Directors is unable or unwilling to serve as a director or ceases to be a director, resigns as a director or is removed as a director prior to the conclusion of the 2018 Annual Meeting, then the remaining Incumbent Directors, as a group, will be permitted to recommend a replacement director, who must (i) qualify as “independent” pursuant to Nasdaq Stock Market listing standards and (ii) be reasonably acceptable to the Board. The Board will vote on the appointment of any such recommended replacement director within 7 business days after the recommended replacement director has submitted to the Company a completed director & officer questionnaire and one or more representatives of the Board have had an opportunity to conduct an interview of such recommended replacement director. If for any reason the Board does not accept the replacement director recommended by the Incumbent Directors, then the Incumbent Directors will be permitted to recommend additional replacement director candidates whose appointment will be subject to the procedures described above.

5. Director Recusals. The Parties agree that any director will be recused from any Board or committee meeting, or portion thereof, at which the Board or any such committee is evaluating and/or taking action with respect to any matter in which such director has an actual or potential conflict of interest. The Parties further agree that in the event any director(s) is recused from any Board or committee meeting, or portion thereof, then a quorum for the transaction of business at any such Board or committee meeting, or portion thereof, shall be a majority of the non-recused directors.

6. Voting Commitment. At the 2018 Annual Meeting, Xx. Xxxxxxx will (a) vote all shares of the Company’s common stock beneficially owned by Xx. Xxxxxxx (the “Shares”) in favor of all of the Company’s nominees and (b) vote all Shares in accordance with the Board’s recommendation with respect to any other proposal presented at the 2018 Annual Meeting.

7. Expenses. The Company shall reimburse Xx. Xxxxxxx for his reasonable out-of-pocket fees and expenses (including legal expenses) incurred in connection with the negotiation and execution of this Agreement, provided that such reimbursement shall not exceed $60,000 in the aggregate.

8. Withdrawal of Nomination Letter. Xx. Xxxxxxx hereby (i) irrevocably withdraws the notice of stockholder nomination of individuals for election as directors at the 2018 Annual Meeting submitted to Company on September 27, 2018, and (ii) irrevocably withdraws any related materials or notices submitted to Company in connection therewith. The parties acknowledge that effective at 5 PM on October 2, 2018, Xx. Xxxxxxx withdrew his resignation letter dated September 26, 2018 addressed to the Board.

[Signature Page Follows]

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Very truly yours,
iCAD, Inc.
By:		/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: CEO

ACCEPTED AND AGREED

as of the date written above:

/s/ Xxxx X. Xxxxxxx

XXXX X. XXXXXXX