AMENDMENT dated as of February 5,
1998, between ALLIANCE IMAGING, INC.
(the "CORPORATION") and XXXXXXX X. XXXXXX
(the "EXECUTIVE").
RECITALS
WHEREAS, the Corporation and Executive are parties to an Employment
Agreement dated as of July 23, 1997 (as thereafter amended as of December 31,
1997 and as of February 5, 1998, the "EMPLOYMENT AGREEMENT"), pursuant to
which, among other things, the Corporation agreed to grant to the Executive
options to acquire common stock of the Corporation (the "EXISTING OPTIONS");
WHEREAS, the parties' agreed the Executive should be granted Options
subject to forfeiture if Xxxxxx Xxxxxxx became employed by the Corporation
after the consummation of the acquisition by the Corporation of Mobile
Technology, Inc.;
WHEREAS, the Amendment dated as of an even date herewith incorrectly
sets forth the parties' agreement by reducing the number of Options to be
granted to the Executive without any qualification;
WHEREAS, the Options are subject to the Alliance Imaging, Inc. 1997
Stock Option Plan (the "Plan") and a Stock Option Agreement dated as of
December 18, 1997 (the "OPTION AGREEMENT" and together with the Employment
Agreement, the "AGREEMENTS"); and
WHEREAS, the Corporation and the Executive desire to further amend
the Agreements as hereinafter described.
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 (capitalized terms used but not defined herein have the
meanings ascribed to them in the Option Agreement, or if not defined therein,
in the Plan):
ARTICLE I
AMENDMENTS
1.1 GRANT OF ADDITIONAL OPTIONS.
(a) Section 2 of the Option Agreement is hereby amended by adding a
new sentence to the end thereof, which shall read as follows: "The
Corporation hereby grants to the Executive an additional 25,000 Options, 50%
of which shall be Tranche A Options, 25% of which shall be Tranche B Options
and 25% of which shall be Tranche C Options (collectively, the "NEW
OPTIONS")."
(b) The Option Agreement is hereby amended by amending the term
"OPTION" each time it appears therein to mean the Existing Options and the
New Options.
1.2 FORFEITURE OF OPTIONS.
The Option Agreement is hereby amended by adding a new Section 15,
which shall read in its entirety as follows:
"15. FORFEITURE OF NEW OPTIONS.
The Corporation may from time to time, in its sole discretion,
request that the Executive forfeit up to all of the New Options on the
terms and conditions set forth in this Section 15.
(a) The Compensation Committee of the Board of Directors of
the Corporation shall determine the number of Options to be granted to
one or more new employees of the Corporation or its subsidiaries (the
"AGGREGATE FORFEITURE NUMBER"), and shall deliver a notice to the
Executive to such effect.
(b) Immediately upon delivery of the notice referred to in
Section 15(a), the Executive shall be deemed to have forfeited New
Options (the "FORFEITED OPTIONS") as follows:
(i) The Executive shall forfeit a number of New
Options equal to the Aggregate Forfeiture Number, multiplied
by a fraction, the numerator of which is the number of New
Options held by the Executive and the denominator of which is
the number of options granted on the date hereof to and held
by Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxx.
(ii) 50% of the Forfeited Options shall be Tranche A
Options, 25% of the Forfeited Options shall be Tranche B
Options and 25% of the Forfeited Options shall be Tranche C
Options.
(iii) Simultaneously with the delivery of the notice
referred to in Section 15(a), the Corporation (as directed by
the Compensation Committee of the Board of Directors) shall
cause to be issued to the Executive a number of replacement
options ("NON-PLAN OPTIONS") which will contain the same terms
and conditions as the New Options (including the continuation
of the same vesting schedule as the New Options) except that
the exercise price of the Non-Plan Options shall be equal to
(A) $11 plus (B) the absolute value of the difference between
the Fair Market Value of a Share on the date that the
Executive exercises the Non-Plan Option and the exercise price
of the option granted to another employee pursuant to Section
15(a) hereof which grant caused the issuance to the Executive
of such Non-Plan Option.
(iv) Promptly after receipt of the notice referred to
in Section 15(a), the Executive will deliver to the
Corporation its Option and the Corporation will cancel the
Option and reissue (A) a new option to the Executive for the
aggregate number of Options held by the Executive less the
number of Options forfeited by the Executive and (B) a
Non-Plan Option for a number of Shares equal to the number of
Options forfeited by the Executive.
1.3 RIGHT OF REPURCHASE.
The Option Agreement is hereby amended by adding a new Section 16,
which shall read in its entirety as follows:
"The Executive agrees that if he desires to exercise any New
Option which is a Vested Option, he will first offer the
Corporation the right to repurchase such Option for cash in an
amount equal to the Fair Market Value of each Share subject to
such Option less the exercise price thereof."
ARTICLE II
MISCELLANEOUS
2.1 NO OTHER CHANGES.
Except as expressly set forth in this Amendment, the Agreements
shall remain in full force and effect, enforceable in accordance with their
respective terms.
* * * * * * *
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date first above written.
ALLIANCE IMAGING, INC.
By: /S/ XXXXXXX X. XXX
--------------------------------------
Name: Xxxxxxx X. Xxx
Title: Executive Vice President and CFO
/s/ XXXXXXX X. XXXXXX
-----------------------------------------
Executive: Xxxxxxx X. Xxxxxx
