FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
EX- 10.23
THIS AMENDMENT is made on this 14th day of September, 1995, by and between
PRIMEDEX HEALTH SYSTEMS, INC., a New York corporation qualified to do business
in California ("Corporation"), and XXXX XXXXXXXX ("Employee"), and is consented
to by RADNET MANAGEMENT, INC. ("RADNET").
R E C I T A L S
WHEREAS, Corporation and Employee entered into an Employment Agreement
("AGREEMENT") as of May 2, 1994;
WHEREAS, RADNET and Employee entered into an Assumption Agreement as of
September 13, 1994, under which RADNET agreed to jointly assume with Corporation
all of Corporation's obligations to Employee under the AGREEMENT; and
All parties now wish to amend the AGREEMENT in certain respects as set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings
herein contained, the parties agree as follows.
1. Section 2 of the AGREEMENT is hereby deleted, and the following shall be
inserted in its stead:
"The Term of Employee's employment under this Agreement (the "Term")
shall commence on May 2, 1994 and shall terminate on October 31, 2000,
unless sooner terminated pursuant to Section 8 of this Agreement."
2. Section 3 of the AGREEMENT is hereby deleted, and the following is
inserted in its stead:
"During the Term, as full compensation for all services to be rendered
pursuant to this Agreement, the Corporation agrees to pay Employee a
salary at the annual rate of Two Hundred Seventy-Five Thousand Dollars
($275,000) payable in equal monthly or more frequent installments, less
such deductions or amounts to be withheld as shall be required by
applicable laws and regulations. Such compensation shall be reviewed
annually. Employee understands and agrees that neither RadNet nor the
corporation is under any obligation to increase Employee's compensation
as a result of such review nor may Employee's compensation be reduced.
An annual bonus may be paid by the Corporation or RadNet to the
Employee based upon the performance of the Corporation and/or RadNet as
the Board of Directors shall from time-to-time determine, or in
accordance with a Senior Management Bonus Plan or Pool approved by the
Board of Directors."
3. Section 8.4 of the AGREEMENT is hereby deleted, and the following is
inserted in its stead:
"8.4 Termination for Cause. Upon the occurrence of any of the following
event, this Agreement may be terminated for cause by Corporation giving
written notice of termination to Employee, such termination to be
effective upon the date specified in such notice:
i. Employee's conviction of, or plea of nolo contendere or its
equivalent with respect to, a felony involving fraud or dishonesty or
any other crime for which a term of imprisonment in excess of one (1)
year could be imposed; or
ii. Employee's material breach of any of the terms or conditions
of this agreement which is not cured within ninety (90) days after
receipt of written notice from Corporation to Employee."
4. Section 4 of the AGREEMENT is hereby amended by deleting the second
sentence thereof.
5. The parties to this Amendment hereby confirm each and every other (e.g.,
those not amended by this Amendment) term and condition of the AGREEMENT.
6. RadNet hereby confirms the Assumption Agreement.
7. The amendments set forth herein shall be effective upon this Amendment
being signed by all parties hereto.
Attest: PRIMEDEX HEALTH SYSTEMS, INC.
("Corporation")
/s/ Xxxxxx X. Xxxxxx, M.D. By: /s/ Xxxx Xxxxxxxx
Xxxxxx X. Xxxxxx, M.D., Xxxx Xxxxxxxx,
Its Secretary Its President and CEO
Dated: 9/29/95
RADNET MANAGEMENT, INC. XXXX XXXXXXXX
("Employee")
By: /s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx, /s/ Xxxx Xxxxxxxx
Its Senior Vice President
Dated: 9/29/95
Dated: 9/29/95
