AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made this
5th day of February, 1998, between ALLIANCE IMAGING, INC., a Delaware
corporation ("Alliance" or the "Corporation") and XXXXXXX X. XXXX
("Executive"), with reference to the following:
RECITALS
A. Alliance and Executive are parties to an Employment Agreement dated
as of July 23, 1997 (as previously amended to the date hereof, the
"Agreement"), pursuant to which, among other things, Executive was previously
granted stock options pursuant to a stock agreement dated as of December 18,
1997 (the "Option Agreement").
B. The parties desire to amend the stock option provisions of, and to add
a new special bonus provision to, the Agreement as hereinafter described, and
the parties further desire to change Executive's position and title as
hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
agreements of the parties set forth herein, the parties do hereby agree as
follows:
1. STOCK OPTIONS. The second sentence of Section 5 of the Agreement is
hereby amended and restated to read in full as follows:
"Executive shall be granted options to acquire
110,000 shares of common stock of the Corporation
under such plan as of the Effective Time."
Likewise, the Option Agreement is hereby amended to specify the number of
shares of common stock subject thereto as 110,000.
2. SPECIAL BONUS. In consideration of Executive's services pursuant to
the Agreement and, in particular, extraordinary efforts in connection with
merger and acquisition activity on behalf of Alliance following the Effective
Time, the title of Section 4 of the Agreement is amended to read "Bonuses"
and there is hereby added to said Section 4 a new paragraph (c), reading in
full as follows:
"(c) Executive shall be entitled to receive a
special bonus in the amount of $300,000 (the
"Special Bonus") in connection with the closing
of the acquisition by the Corporation of Mobile
Technology, Inc. or the closing by the Corporation
of any other acquisitive transaction involving an
enterprise valuation of $25 million or more. The
Special Bonus shall be payable no later than the
next regular payroll of the Corporation following
the closing of such first applicable acquisitive
transaction. A Special Bonus shall be payable in
connection with only the first such transaction;
once having paid a single Special Bonus, the
Corporation's obligations pursuant to this paragraph
(c) shall be deemed to have been fully satisfied."
The effectiveness of the amendment to the Agreement described in this Section
2 shall be contingent upon the Corporation obtaining the consent of its
senior bank lender as required.
3. TITLE. Section 1(a) of the Agreement is hereby amended to change
Executive's position and title from "COO" to "President". Likewise, all other
references in the Agreement to "COO" shall be deemed references to
"President."
4. NO OTHER CHANGES. Except as expressly set forth in this Amendment,
the Agreement and the Option Agreement shall remain in full force and effect
in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
ALLIANCE IMAGING, INC.
By
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Its
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Xxxxxxx X. Xxxx
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