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Exhibit 10.34
December 1, 2000
Mr. P. Xxxxxx Xxxx
Executive Vice President & Chief Financial Officer
250 S. Australian Avenue, 0xx Xxxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
RE: PROPOSED EMPLOYMENT AGREEMENT
Dear Andy:
US Diagnostic Inc. ("Company") wishes to outline the basic terms of its
understanding with you regarding changes to your employment arrangement.
The following represents an outline of those terms and, by executing a copy of
this letter, you agree that the parties may enter into a separate employment
agreement which would encompass these terms and conditions if so required by the
Company:
1. COMPENSATION - Your current compensation including car allowance and
benefits will remain the same. You will continue to be eligible for bonuses
at the discretion of the Company's Board of Directors.
2. TERM - The term of this arrangement will be one year from the effective
date of January 5, 2001.
3. TERMINATION/RETENTION PAYMENT - In the event the Company terminates your
employment (including the planned one year term), other than for cause as
defined in your current employment agreement, the Company will pay to you
an amount equal to six (6) months of your current base compensation of
$150,000 per year, or a total payment of $75,000. In the event such
termination is prior to the term, you will be entitled to both the
termination payment and the remaining balance of your employment agreement
payable on or before January 5, 2002.
4. SPECIAL TERMINATION - In the event any entity, other than the Company with
which USD currently is having discussions, merges with or becomes owner of
the Company after March 1, 2001, you will be eligible for the provision set
forth in #3 of this Letter Agreement (Termination/Retention Payment). In
such event, you will be entitled to both the termination payment and
remaining balance of your employment regardless of whether or not there is
an offer of employment.
5. EXISTING AGREEMENT. The above terms and conditions are not intended to
alter the current employment agreement that presently exists and all
obligations the Company presently has as outlined in the Proxy Statement,
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as well as the memorandum to the Board regarding retention bonus payments,
will not be affected. Your existing employment agreement dated January 27,
2000 is extended until January 5, 2002, and the provisions of this letter
agreement are incorporated therein except the following paragraphs of the
employment agreement are deleted: 3, and 5.
We look forward to working together with you in completing the strategic plan of
the Company.
Very truly yours,
US DIAGNOSTIC INC.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
President
AGREED TO AND ACKNOWLEDGED BY:
/s/ P. Xxxxxx Xxxx
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P. Xxxxxx Xxxx
Executive Vice President & Chief Financial Officer
