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1.	To elect eight Directors of the Company for the coming year;

2.	To have an advisory vote on the Company's compensation of its named executive officers (a non-binding “say-on-pay” vote);

3.	To have an advisory vote on how frequently shareholders should vote on the Company's compensation of its named executive officers (a non-binding “say-on-frequency” vote);

4.	To ratify the appointment by the Audit Committee of the Company's Board of Directors of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2011; and

5.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

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•	giving written notice of such revocation to the Secretary of the Company,

•	submitting a proxy bearing a later date,

•	attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself revoke a proxy), or

•	voting by telephone or via the Internet after your prior telephone or Internet vote.

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(1)	Each person has sole voting and sole dispositive power with respect to all outstanding shares, except as noted. The individuals holding shares subject to restricted stock awards have the power to vote but not the power to dispose of such shares.

(2)

Based on 14,062,560 shares outstanding as of February 28, 2011. Such number does not include 2,168,896 shares of common stock subject to stock options outstanding as of February 28, 2011. Each figure showing the percentage of outstanding shares owned beneficially has been calculated by treating as outstanding and owned the shares which could be purchased by the indicated person(s) on February 28, 2011 or within 60 days of February 28, 2011 upon the exercise of stock options.

(3)	Reflects information as of November 30, 2010 derived from Amendment No. 2 to Schedule 13G filed with the SEC by Eagle Asset Management, Inc. on December 9, 2010. As set forth in the Schedule 13G, as amended, Eagle Asset Management, Inc. has sole voting and dispositive power as to 1,576,962 shares. The principal business address of Eagle

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(4)

Reflects information as of December 31, 2010 from Amendment No. 5 to Schedule 13G filed with the SEC by T. Rowe Price Associates, Inc. on February 11, 2011. As set forth in the Schedule 13G, as amended, T. Rowe Price Associates, Inc. has sole voting power as to 97,100 shares and sole dispositive power as to 1,086,132 shares. These securities are owned by various individual and institutional investors for which T. Rowe Price Associates, Inc. (“Price Associates”) serves as investment advisor with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The principal business address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202.

(5)

Reflects information as of December 31, 2010 derived from Amendment No. 1 to Schedule 13G filed with the SEC by Janus Capital Management LLC (“Janus Capital”) on February 14, 2011. As set forth in the Schedule 13G, Janus Capital has shared voting and dispositive power as to 1,025,656 shares and no sole voting or dispositive power as to any shares. Janus Capital has a direct 94.5% ownership stake in INTECH Investment Management ("INTECH") and a direct 77.8% ownership stake in Perkins Investment Management LLC ("Perkins"). Due to the above ownership structure, holdings for Janus Capital, Perkins and INTECH are aggregated for purposes of this filing. Janus Capital, Perkins and INTECH are registered investment advisers, each furnishing investment advice to various investment companies registered under Section 8 of the Investment Company Act of 1940 and to individual and institutional clients (collectively, "Managed Portfolios"). As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Perkins may be deemed to be the beneficial owner of 1,025,656 shares or 7.3% of the shares outstanding of Vital Images Common Stock held by such Managed Portfolios. However, Perkins does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights. The principal business address of Janus Capital Management LLC is 151 Detroit Street, Denver, Colorado 80206.

(6)	Reflects information as of December 31, 2010 derived from Amendment No. 1 to Schedule 13G filed with the SEC by BlackRock, Inc. on February 9, 2011. As set forth in the Schedule 13G, BlackRock, Inc. has sole voting and dispositive power as to 931,389 shares. The principal business address of BlackRock, Inc. is 40 East 52nd Street, New York, New York 10022.

(7)

Reflects information as of December 31, 2010 from Amendment No. 2 to Schedule 13G filed with the SEC by Dimensional Fund Advisors LP on February 11, 2011. As set forth in the Schedule 13G, as amended, Dimensional Fund Advisors LP has sole voting power as to 806,553 shares and sole dispositive power as to 839,270 shares. Dimensional Fund Advisors LP (“Dimensional”), an investment advisor, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the “Funds.” In its role as investment advisor or manager, Dimensional possesses investment and/or voting power over the securities that are owned by the Funds, and may be deemed to be the beneficial owner securities held by the Funds. All securities reported in the Schedule 13G are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. The principal business address of Dimensional Fund Advisors LP is Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas 78746.

(8)

Reflects information as of December 31, 2010 derived from Amendment No. 5 to Schedule 13G filed with the SEC by Capital Research Global Investors, a division of Capital Research and Management Company, on February 10, 2011. As set forth in the Schedule 13G, as amended, Capital Research Global Investors has sole voting and dispositive power as to 792,000 shares. The principal business address of Capital Research Global Investors is 333 South Hope Street, Los Angeles, California 90071.

(9)

Reflects information as of December 31, 2010 derived from Amendment No. 1 to Schedule 13G filed with the SEC by JPMorgan Chase & Co. on February 3, 2011. As set forth in the Schedule 13G, JPMorgan Chase & Co. has sole voting power as to 652,290 shares, shared voting power as to 732 shares and sole dispositive power as to 722,662 shares. The principal business address of JPMorgan Chase & Co. is 270 Park Avenue, New York, New York 10017.

(10)	Includes 46,600 shares that Mr. Hickey has the right to acquire upon the exercise of stock options.

(11)	Includes 322,766 shares that Mr. Carrel has the right to acquire upon the exercise of stock options.

(12)	Includes 7,500 shares that Mr. Muduroglu has the right to acquire upon the exercise of stock options.

(13)	Includes 39,600 shares that Mr. Peet has the right to acquire upon the exercise of stock options.

(14)

Includes 5,000 shares held by the Perkins Foundation, 7,500 shares held by the Perkins Capital Management, Inc. Profit Sharing Plan and 57,500 shares held by various trusts of which Mr. Perkins is the sole trustee. Also includes 52,600 shares Mr. Perkins has the right to acquire upon the exercise of stock options. Mr. Perkins disclaims beneficial ownership over 389,261 shares held in client accounts at Perkins Capital Management, Inc. Perkins Capital Management, Inc. has sole

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(15)	Includes 52,600 shares that Mr. Pihl has the right to acquire upon the exercise of stock options. Includes 14,900 shares held by Mr. Pihl's spouse, as to which Mr. Pihl disclaims beneficial ownership.

(16)	Includes 48,600 shares that Dr. Vannier has the right to acquire upon the exercise of stock options.

(17)	Includes 52,600 shares that Mr. Wehrwein has the right to acquire upon the exercise of stock options.

(18)	Includes 87,774 shares that Mr. Goepfrich has the right to acquire upon the exercise of stock options.

(19)	Includes 57,160 shares that Mr. Akyuz has the right to acquire upon the exercise of stock options and 11,250 shares subject to a restricted stock award.

(20)	Includes 52,904 shares that Mr. Canakes has the right to acquire upon the exercise of stock options.

(21)	Includes 105,834 shares that Mr. Simha has the right to acquire upon the exercise of stock options and 7,500 shares subject to restricted stock awards.

(22)	Includes 972,382 shares that all Directors and executive officers as a group have the right to acquire upon the exercise of stock options and 18,750 shares subject to restricted stock awards.

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•	Skills and experiences presently represented on the Board;

•	Desired size of the Board; and

•	Biggest needs of the Board.

•	Significant M&A experience;

•	Expertise in software, imaging, healthcare or some mix;

•	Strategic alliance partner;

•	Leadership of a company with significantly greater revenues than the Company; and

•	Financial expertise.

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(1)	Consists of fees earned in 2010.

(2)

The value of the stock options is the full grant-date fair value computed in accordance with applicable accounting guidance for share-based payments. Refer to “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical accounting policies and estimates — Equity-based compensation” in our Annual Report on Form 10-K for the year ended December 31, 2010 for a discussion of the assumptions used in calculating the fair value. This portion of the Annual Report on Form 10-K is included in our 2010 Annual Report to Shareholders.

(3)	On May 12, 2010, under the 2006 Long-Term Incentive Plan, each director received an automatic stock option award consisting of options for 7,500 shares having a grant-date fair value of $37,708.

(4)

As of December 31, 2010, the following non-employee Directors had outstanding options to purchase the following number of shares of the Company's common stock, which had been granted under the Vital Images, Inc. 1997 Director Stock Option Plan and the 2006 Long-Term Incentive Plan: Mr. Hickey (54,100 shares, of which options to purchase 46,600 shares were exercisable), Mr. Muduroglu (15,000 shares, of which no options to purchases shares were exercisable), Mr. Peet (47,100 shares, of which options to purchase 39,600 shares were exercisable), Mr. Perkins (60,100 shares, of which options to purchase 52,600 shares were exercisable), Mr. Pihl (60,100 shares, of which options to purchase 52,600 shares were exercisable), Dr. Vannier (56,100 shares, of which options to purchase 48,600 shares were exercisable), and Mr. Wehrwein (60,100 shares, of which options to purchase 52,600 shares were exercisable).

(5)	Mr. Muduroglu, upon joining the Board in February 2010, received a stock option award consisting of options for 7,500 shares having a grant-date fair value of $35,636 on February 4, 2010; in addition to the May 12, 2010 grant described in footnote (3).

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•	Compensation should be based on the level of job responsibility, individual performance and Company performance. As employees progress to higher levels in the organization, an increasing proportion of their pay should be linked to Company performance because they are more able to affect its results.

•	Compensation should reflect the value of the job in the marketplace. To attract and retain a highly skilled work force, we must remain competitive with the pay of other premier employers who compete with us for talent.

•	Compensation should reward performance, and the objectives of pay-for-performance and retention must be balanced.

•	To be effective, performance-based compensation programs should measure the achievement of objectives that are critical for driving the success of the Company.

•	Although compensation and benefit programs and individual pay levels will reflect differences in job responsibilities, geographies and marketplace considerations, the overall structure of compensation and benefit programs should be broadly similar across the organization.

•

Except for benefits and programs that are available to all of our employees or a broad selection of our general employee population, our executives should receive few perquisites, if any. Perquisites for executives should be rare and limited to those that are important to the Company's ability to attract and retain executive leadership or the executive's ability to safely and effectively carry out his or her responsibilities.

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•	internal equity and consistency;

•	the executive compensation paid by other companies with which we compete for executive talent;

•	individual performance; and

•	Company performance.

•	Motivate, attract and retain high-caliber executives who will achieve short- and long-range business objectives;

•	Create a direct, meaningful link between business and team success and individual performance and rewards;

•	Foster a sense of urgency and a strong pay-for-performance culture that provides market-leading compensation opportunities commensurate with outstanding performance; and

•	Reward for superior execution of Company goals which support Company growth and create additional shareholder value.

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•	income before taxes, interest, depreciation, amortization and equity-based compensation, which we refer to as “adjusted EBITDA”;

•	revenue; and

•	achievement of certification for the Company's customer support operations.

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•	If all eligible options would have been tendered, the amount of cash that would have been paid by the Company would have been less than 0.18% of the Company's cash and cash equivalents as of the date of the tender, which is a negligible amount;

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•

During the first quarter of each year, the Company informs employees of the annual compensation program, including base salary increases, equity grants, payment under the prior year's bonus plan, and the terms of the new year's bonus program, and because the Company had not increased base salaries in 2009, reduced the amount of its equity incentive grants to employees in 2009 and was going to continue that reduction in 2010, and was announcing significant changes to the Company's medical plans in 2010, the Board believed it was important for employee morale to connect the timing of the repurchase program to the Company's announcement of its annual compensation program instead of waiting for shareholder approval to conduct the program, which, if received, would have caused the program to occur in the third quarter;

•

In addition to the Board's awareness that the aggregate payment under the program would be minimal, the Board also was aware that the payment to any individual, including Named Executive Officers, would be relatively minor to that individual in context of the person's total compensation, with the payments to our Named Executive Officers equaling approximately 1.6% of their total compensation in 2010; and

•

If all eligible options had been tendered, the “overhang” of the Company, which is calculated as a percentage of outstanding shares of common stock represented by outstanding option grants and had increased on a percentage basis by the Company's repurchase of 3.3 million shares of common stock prior to the announcement of the program, would have been reduced by approximately 2.8%, which reduction the Board considered to be a material benefit to our shareholders.

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(1)

Consists of restricted stock awards granted under the Vital Images, Inc. 2006 Long-Term Incentive Plan. The holders of the stock awards have the right to receive any dividends declared on the Company's common stock but not the right to vote the shares of restricted stock. The amounts represent the full grant-date fair value computed pursuant to applicable accounting guidance for share-based payments as reflected in the Company's financial statements, based on the number of restricted stock awards granted and the closing price of the common stock as quoted on The NASDAQ Global Select Market on the date of grant. The stock awards vest as to 25% of the number of shares subject to the awards on each of the first, second, third and fourth anniversary dates of the date of grant of the award so long as the recipient of the award is then an employee of the Company. Refer to “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical accounting policies and estimates — Equity-based compensation” in our Annual Report on Form 10-K for the year ended December 31, 2010 for discussion of the assumptions used in calculating the fair value. This portion of ourAnnual Report on Form 10-K is included in our 2010 Annual Report to Shareholders.

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(2)

Consists of the full grant-date fair value of stock options granted under the Vital Images, Inc. 2006 Long-Term Incentive Plan. The options vest and become exercisable as to 28% of the shares one year after the date of grant and as to an additional 2% in each succeeding month, but only if the Named Executive Officer is then an employee of the Company. Refer to “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical accounting policies and estimates — Equity-based compensation” in our Annual Report on Form 10-K for the year ended December 31, 2010 for discussion of the assumptions used in calculating the fair value. This portion of our Annual Report on Form 10-K is included in our 2010 Annual Report to Shareholders.

(3)

Consists of cash awards earned during year presented and paid during the following year under the Company's management incentive plan, e.g., cash awards earned in 2010 were paid in 2011. For Mr. Canakes, also includes a sales commissions plan for 2010, cash awards earned for 2009 and paid in 2010 under the Company's management incentive plan for 2009, and cash awards earned for 2008 and paid in 2009 under the Company's management incentive plan for 2008. The management incentive plans provide that the executive officers of the Company are eligible to earn annual cash awards tied to the level of achievement of annual performance targets. See “Information Concerning Directors, Nominees and Executive Officers — Compensation Discussion and Analysis — Setting Executive Compensation — Bonus.”

(4)	Mr. Carrel was promoted to President and Chief Executive Officer on January 9, 2008. He was previously Chief Operating Officer and Chief Financial Officer.

(5)	Consists of matching contributions made by the Company under the 401(k) plan and group term life, long-term disability and accidental death and dismemberment insurance premiums.

(6)	Mr. Akyuz joined the Company as Executive Vice President — Engineering on August 14, 2009.

(7)	Consists of matching contributions made by the Company under the 401(k) plan, payments for medical services outside of the Company-sponsored medical insurance plan, and group term life, long-term disability and accidental death and dismemberment insurance premiums.

(8)	Mr. Simha joined the Company as Chief Technology Officer and Executive Vice President — Engineering on August 6, 2008.

(9)	Consists of $7,529 for airfare, auto rental and housing expenses for personal use and $5,519 related gross-up for income taxes, plus matching contributions made by the Company under the 401(k) plan, and group term life, long-term disability and accidental death and dismemberment insurance premiums.

(10)	Consists of a sign-on bonus upon commencement of employment.

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(1)

Consists of cash bonuses under the Company's 2010 management incentive plan. The amounts in these columns reflect the minimum payment level, if an award is achieved, the target payment level and the maximum payment level under our 2010 management incentive plan. For additional information concerning our annual incentive award program, see the section of this proxy statement entitled “Information Concerning Directors, Nominees and Executive Officers — Compensation Discussion and Analysis.”

(2)	Consists of stock options granted to the Named Executive Officers in 2010 under the Vital Images, Inc. 2006 Long-Term Incentive Plan.

(3)	The exercise price of all options was equal to the closing price of the common stock as quoted on The NASDAQ Global Select Market on the date of grant.

(4)

Represents the full grant-date fair value determined pursuant to applicable accounting guidance for share-based payments as reflected in the Company's financial statements, based on the numbers of shares subject to options granted and the closing price of the common stock as quoted on The NASDAQ Global Select Market on the date of grant. These options vest and become exercisable as to 28% of the shares one year after the date of grant and as to an additional 2% in each succeeding month, but only if the Named Executive Officer is then an employee of the Company.

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(1)	The market value is computed by multiplying the closing market price of the stock at December 31, 2010 by the number of shares.

(2)	Vests as to 3,000 shares on January 11, 2011 and on the eleventh day of each calendar month thereafter until fully vested.

(3)	Vests as to 300 shares on January 11, 2011 and on the eleventh day of each calendar month thereafter until fully vested.

(4)	Vests as to 1,028 shares on January 2, 2011 and on the second day of each calendar month thereafter until fully vested.

(5)	Vests as to 11,956 shares on March 2, 2011 and an additional 2% of such shares on the second day of each calendar month thereafter until fully vested.

(6)	Vests as to 1,500 shares on January 11, 2011 and on the eleventh day of each calendar month thereafter until fully vested.

(7)	Vests as to 200 shares on January 11, 2011 and on the eleventh day of each calendar month thereafter until fully vested.

(8)	Vests as to 352 shares on January 2, 2011 and on the second day of each calendar month thereafter until fully vested.

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(9)	Vests as to 4,200 shares on March 2, 2011 and an additional 2% of such shares on the second day of each calendar month thereafter until fully vested.

(10)	Vests as to 2,500 shares on January 17, 2011 and on the seventeenth day of each calendar month thereafter until fully vested.

(11)	Vests as to 2,016 shares on March 2, 2011 and an additional 2% of such shares on the second day of each calendar month thereafter until fully vested.

(12)	Vests as to 3,750 shares on August 17, 2011 and on August 17 of each year thereafter until fully vested.

(13)	Vests as to 600 shares on January 11, 2011 and on the eleventh day of each calendar month thereafter until fully vested.

(14)	Vests as to 352 shares on January 2, 2011 and on the second day of each calendar month thereafter until fully vested.

(15)	Vests as to 4,200 shares on March 2, 2011 and an additional 2% of such shares on the second day of each calendar month thereafter until fully vested.

(16)	Vests as to 3,000 shares on January 6, 2011 and on the sixth day of each calendar month thereafter until fully vested.

(17)	Vests as to 142 shares on January 2, 2011 and on the second day of each calendar month thereafter until fully vested.

(18)	Vests as to 2,800 shares on May 18, 2011 and an additional 2% of such shares on the eighteenth day of each calendar month thereafter until fully vested.

(19)	Vests as to 3,750 shares on August 15, 2011 and 3,750 shares on August 15, 2012.

(1)	For option exercises that were not part of the exchange for tender of options referenced in the notes below, the value realized consists of the difference between the closing price of the Company's common stock on the date of exercise and the exercise price of the option multiplied by the number of shares acquired upon exercise.

(2)	Consists of the closing price of the Company's common stock on the vesting date multiplied by the number of shares acquired upon vesting.

(3)	Consists of amounts received from Company in exchange for tender of 26,000 options pursuant to option repurchase program for all employees.

(4)	Consists of amounts received from Company in exchange for tender of 39,000 options pursuant to option repurchase program for all employees.

(5)	Includes $8,420 received from Company in exchange for tender of 23,000 options pursuant to option repurchase program for all employees. No shares were acquired in connection with the option tender.

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(1)	Reflects the estimate of all future premiums which will be paid on behalf of the Named Executive Officer under the Company's health and welfare benefit plans.

(2)

For option awards, consists of the difference between the market price of our common stock as reported on The NASDAQ Global Select Market as of December 31, 2010, which was $13.98, less the exercise price of the option multiplied by the number of shares subject to the option that will accelerate and vest upon the occurrence of the event. For restricted stock awards, consists of the closing price of our common stock as reported on The NASDAQ Global Select Market as of December 31, 2010, which was $13.98, multiplied by the number of shares that will accelerate and vest upon the occurrence of the event.

(3)	Reflects the proceeds that would have been received by the Named Executive Officer as of December 31, 2010, under the life insurance policies for which the Company pays the premiums.

(1)	The 1997 Stock Option and Incentive Plan and the 1997 Director Stock Option Plan automatically terminated on March 19, 2007.

(2)	Under the 1997 Employee Stock Purchase Plan, shares are acquired at the time of investment by the participating employees at the applicable discount price.

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(1)

Audit fees consist of fees related to professional services rendered in connection with the audit of the Company's annual financial statements, the audit of the Company's internal control over financial reporting, the reviews of the interim financial statements included in the Company's quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements. The audit fees consist of the following:

(2)	Audit-related fees are fees for assurance and related services performed by PricewaterhouseCoopers LLP that are reasonably related to the performance of the audit or review of the Company's financial statements.

(3)	Tax fees are fees for professional services performed by PricewaterhouseCoopers LLP with respect to tax compliance, tax advice and tax planning. This includes preparation of original and amended tax returns for the Company, any refund claims, payment planning, tax advice related to mergers and acquisitions, and tax work stemming from audit-related items.

(4)	All other fees are fees for other permissible work performed by PricewaterhouseCoopers LLP that does not meet the above category descriptions.

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