X0306 4 2015-10-13 1 0000944765 MERGE HEALTHCARE INC MRGE 0001368470 Oreskovich Steven M 900 WALNUT RIDGE DRIVE HARTLAND WI 53029 0 1 0 0 CFO & Treasurer Common Stock 2015-10-13 4 D 0 175643 7.13 D 0 D Restricted Common Stock 2015-10-13 4 D 0 117250 D 0 D Stock Options 2.50 2015-10-13 4 D 0 75000 4.63 D 2016-05-03 Common Stock 75000 0 D Stock Options 2.67 2015-10-13 4 D 0 300000 4.46 D 2018-05-08 Common Stock 300000 0 D Disposed of pursuant to the Agreement and Plan of Merger dated as of August 6, 2015, by and among International Business Machines Corporation, Datong Acquisition Corp. and Issuer, Merge Healthcare Incorporated (the "Merger"), in which the Issuer's holders of common stock, as of the effective time of the Merger, October 13, 2015, were entitled to receive $7.13 per share of common stock (the "Merger Consideration"). This Restricted Stock Award ("RSA") granted pursuant to the 2005 Equity Incentive Plan (a Rule 16b-3 shareholder approved employee benefit plan) of Issuer, originally provided for the restrictions on such shares to lapse with such shares becoming immediately and fully vested to the extent of thirty three percent (33%) of such shares on each November 5, 2014 and November 5, 2015, and thirty four percent (34%) of such shares on November 5, 2016, subject to additional terms and conditions as set forth in the Reporting Person's RSA agreement. Pursuant to the Merger, the remaining shares outstanding under the RSA were cancelled in exchange for a cash payment equal to the Merger Consideration, payable on the remaining shares vesting on the respective vesting dates of November 5, 2015 ($411,757.50) and November 5, 2016 ($424,235), subject to the same additional terms and conditions as set forth in the Reporting Person's RSA agreement. This Nonqualified Stock Option granted on May 4, 2010, which vested in four (4) equal annual installments to purchase 18,750 shares of Common Stock on each of May 4, 2011, May 4, 2012, May 4, 2013 and May 4, 2014, was cancelled at the effective time of the Merger in exchange for a cash payment of $347,250, less applicable withholding taxes, representing the difference between the exercise price of the option and the Merger Consideration. This Nonqualified Stock Option granted on May 9, 2012, which vested in four (4) equal annual installments to purchase 75,000 shares of Common Stock on each of May 9, 2013, May 9, 2014, May 9, 2015 and May 9, 2016, was cancelled at the effective time of the Merger in exchange for a cash payment of $1,388,000, less applicable withholding taxes, representing the difference between the exercise price of the option and the Merger Consideration. /s/ Julie Ann B. Schumitsch, by Power of Attorney for Steven M. Oreskovich 2015-10-15