0001104659-03-005298 Sample Contracts

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 28th, 2003 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
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EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2003 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota

THIS AGREEMENT, made and entered into as of the 9th day of February, 2002, by and between Vital Images, Inc. (“Company”) and Jay D. Miller (“Executive”).

AMENDMENT NO. 1 TO
Marketing and Distribution Agreement • March 28th, 2003 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT NO. 1 TO MARKETING AND DISTRIBUTION AGREEMENT (the “Amendment”), is made and entered into this 9th day of January, 2003 by and between Vital Images, Inc., a Minnesota corporation having its principal place of business at 3300 Fernbrook Lane N., Suite 200, Plymouth, Minnesota 55447 USA (“Vital Images”) and Toshiba Corporation, Medical Systems Company, having its place of business at 1385, Shimoishigami, Otawara-Shi, Tochigi 324-8550, Japan (“Toshiba”).

VITAL IMAGES, INC. NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • March 28th, 2003 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies

THIS AGREEMENT is made as of the Grant Date set forth above, by and between Vital Images, Inc., a Minnesota corporation (the “Company”), and the Optionee named above, who is an employee of the Company or a subsidiary of the Company (the “Optionee”).

PRODUCT DISTRIBUTION AGREEMENT
Product Distribution Agreement • March 28th, 2003 • Vital Images Inc • Orthopedic, prosthetic & surgical appliances & supplies • California

THIS PRODUCT DISTRIBUTION AGREEMENT (the “Agreement”) is entered into and effective on this day, November 28, 2002 (the “Effective Date”), by and between R2 Technology, Inc., a Delaware corporation having a principal place of business at 1195 Fremont Ave., Sunnyvale, California 94087 (“R2”), and Vital Images, Inc., organized under the laws of Minnesota, having a principal place of business at 3300 Fernbrook Lane N., Suite 200, Plymouth, Minnesota 55447 (“VTAL”).

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