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ALLIANCE IMAGING, INC. SECOND AMENDMENT OF EMPLOYMENT AGREEMENT

Employment Agreement Amendment

ALLIANCE IMAGING, INC. SECOND AMENDMENT OF EMPLOYMENT AGREEMENT | Document Parties: ALLIANCE HEALTHCARE SERVICES, INC | Alliance Imaging, Inc You are currently viewing:
This Employment Agreement Amendment involves

ALLIANCE HEALTHCARE SERVICES, INC | Alliance Imaging, Inc

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Title: ALLIANCE IMAGING, INC. SECOND AMENDMENT OF EMPLOYMENT AGREEMENT
Governing Law: California     Date: 3/10/2009
Industry: Healthcare Facilities     Sector: Healthcare

ALLIANCE IMAGING, INC. SECOND AMENDMENT OF EMPLOYMENT AGREEMENT, Parties: alliance healthcare services  inc , alliance imaging  inc
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Exhibit 10.36


ALLIANCE IMAGING, INC.

SECOND AMENDMENT OF EMPLOYMENT AGREEMENT

        THIS SECOND AMENDMENT OF EMPLOYMENT AGREEMENT (the "Amendment") is entered into as of December 9, 2008 (the "Effective Date"), between Paul S. Viviano ("Executive") and Alliance Imaging, Inc., a Delaware corporation (the "Company").

RECITALS

        WHEREAS, on May 9, 2005, the Company and the Executive entered into an Amended and Restated Employment Agreement, as amended by that certain Amendment of Employment Agreement entered into between Executive and the Company as of April 16, 2007 (the "First Amendment" and such amended agreement, the "Employment Agreement") and a related Amended and Restated Letter Agreement, as amended by the First Amendment (the "Letter Agreement" and collectively with the First Amendment and the Employment Agreement, the "Agreements"); and

        WHEREAS, the parties wish to amend certain provisions of the Agreements regarding the benefits to be provided upon the termination of the Executive's employment with the Company pursuant to the terms and conditions set forth below.

AGREEMENT

        NOW THEREFORE, in consideration of the foregoing and the mutual agreements contained herein and intending to be legally bound hereby, the parties hereby agree as follows effective as of the Effective Date. Except as otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Employment Agreement or the Letter Agreement, as the case may be.

        1.     Salary Continuation Period.     The following shall be inserted at the end of the last sentence of Paragraph 5 of the Letter Agreement:

        "within sixty (60) days following the Date of Termination. Except as otherwise provided by Paragraph 3 of the Second Amendment of Employment Agreement entered into between the Company and Executive, the payments provided by this Paragraph 5 shall commence within sixty (60) days of the Date of Termination."

        2.     Term.     Paragraph 1(b) of the Employment Agreement shall be deleted in its entirety and replaced with the following:

        "(b) Term. The term of the Executive's employment under this Agreement shall commence on the Effective Date and continue until terminated in accordance with Paragraph 8. The period of employment as provided in this Paragraph 1(b) is sometimes referred to herein as the "Term"."

        3.     Good Reason.     Paragraph 8(d)(iv) of the Employment Agreement shall be deleted in its entirety and replaced with the following:

        "(iv) "Good Reason" shall mean the occurrence of any of the following without Executive's written consent:

(A)

the Corporation materially reduces Executive's base salary; or

(B)

the assignment to the Executive of any duties which diminish in any material respect the Executive's positions with the Corporation (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Paragraph 2; or

(C)

any material failure by the Corporation to comply with this Agreement, which is not remedied within 15 days after notice thereof from the Executive; or


(D)

the Corporation requires Executive to materially change the location of his principal office or offices to a location or locations more than fifty (50) miles from Executive's then present office location or locations.

The Corporation and Executive further agree that for a resignation to constitute a resignation by Executive for "Good Reason", Executive must provide written notice to the Corporation of Executive's intent to resign within thirty (30) days of one of the triggering events outlined in this Paragraph 8(d)(iv)."

        4.     Excess Parachute Payments.     The following shall be inserted at the end of the last sentence of Paragraph 10 of the Employment Agreement:

        ", provided t


 
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