AMENDMENT dated as of February 5, 1998,
between ALLIANCE IMAGING, INC. (the "CORPORATION")
and XXXXXXX X. XXXX (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 20,000 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. Xxxx
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Executive: Xxxxxxx X. Xxxx
