0001104659-09-018006 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 16th, 2009 • Vital Images Inc • Services-prepackaged software • Minnesota

In connection with your hiring as the Chief Technology Officer and Executive Vice President of Engineering of Vital Images, Inc., a Minnesota corporation (the “Company”), we hereby offer you valuable and unique benefits. The Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control may arise and that such possibility and the uncertainty and questions which it may raise among management may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Vital Images Inc • Services-prepackaged software • Minnesota

THIS AGREEMENT, made and entered into as of the 10th day of December, 2008, by and between Vital Images, Inc. (“Company”) and Reza A. Ghanbari (“Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Vital Images Inc • Services-prepackaged software • Minnesota

THIS AGREEMENT, made and entered into as of the 6th day of August, 2008, by and between Vital Images, Inc. (“Company”) and Vikram Simha (“Executive”).

MARKETING AND DISTRIBUTION AGREEMENT
Marketing and Distribution Agreement • March 16th, 2009 • Vital Images Inc • Services-prepackaged software

THIS AGREEMENT is made as of November 21, 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”).

DEVELOPMENT AGREEMENT
Development Agreement • March 16th, 2009 • Vital Images Inc • Services-prepackaged software

THIS DEVELOPMENT AGREEMENT (“Agreement”) is made effective this 8th day of January, 2009 (the “Effective Date”), by and between Toshiba Medical Systems Corporation, a Japanese corporation, having its place of business at 1385 Shimoishigami, Otawara-Shi, Tochigi 324-8550, Japan (“Toshiba”) and Vital Images, Inc., a Minnesota corporation having its principal place of business at 5850 Opus Parkway, Suite 300, Minnetonka, Minnesota 55343 USA (“Vital Images”).

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