X0202 3 2006-09-11 0 0000749660 ICAD INC icad 0001089409 DEPTULA-HICKS DARLENE M C/O ONI MEDICAL SYSTEMS, INC. 301 BALLARDVALE ST., SUITE 4 WILMINGTON MA 01887 0 1 0 0 Executive VP of Finance, CFO Employee Stock Options (right to buy) 1.8 2011-09-11 Common Stock 275000 D The options become exercisable as to (i) 55,000 shares on September 11, 2006, (ii) an additional 55,000 shares on March 31, 2007; (iii) an additional 55,000 shares on September 11, 2007; (iv) an additional 55,000 shares of September 11, 2008 and (v) an additional 55,000 shares on September 11, 2009. Vesting of the options accelerates as to the 55,000 shares to which the options become exercisable at the latest date (to the extent any such shares remain unvested at the time), upon the closing sale price of the Company's common stock for a period of twenty (20) consecutive trading days execeeding (i) 200% of the exercise price of the per share of the options; (ii) 300% of the exercise price per share of the options or (iv) 400% of the exercise price per share of the options. Darlene M. Deptula-Hicks 2006-09-13