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FIRST AMENDMENT TO EXECUTIVE
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this
“First Amendment”) is made and entered into as of
July 30, 2009, between InSight Health Services Corp., a
Delaware corporation (the “Company”), and Patricia R.
Blank (“Executive”). InSight Health Services Holdings
Corp., a Delaware corporation (“Parent”), is a party
only with respect to the Section 3.07 of the Original Agreement (as
defined below).
WHEREAS, the Company, Executive and Parent entered into that
certain Executive Employment Agreement dated as of October 22,
2004 (the “Original Agreement”); and
WHEREAS, the Company, Executive and Parent desire to amend
the Original Agreement.
NOW THEREFORE, in consideration of the foregoing and
intending to be legally bound, the parties agree as
follows:
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1.
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Section 3.01 of the Original
Agreement is hereby amended by deleting the second paragraph of
such Section in its entirety and inserting the following in its
place:
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“In addition
to the Annual Salary, Executive shall be eligible to receive an
annual bonus in accordance with any executive incentive
compensation plan for the then-current fiscal year
(“Bonus”), 80% of which Bonus shall be based upon
Parent achieving the target financial goals or other goals approved
by the Board of Directors of Parent (“Parent Board”)
for the then-current fiscal year (“Target Goals”) and
20% of which Bonus shall be based on the achievement of certain
personal management objectives established over the course of each
fiscal year and approved by the CEO. The Target Goals shall be set
forth in a budget prepared by the CEO and Company management and
approved by the Parent Board and shall as applicable, be set at the
plan level applicable to the other executive officers of Company,
and in accordance with any executive incentive compensation plan
for the then-current fiscal year. The Bonus is payable, if earned,
promptly following the completion of Parent’s year-end audit
for such year and delivery of a certification by the CEO to the
Parent Board, certifying the results for the year and the
calculation of any Bonus so payable.”
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2.
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Section 4.07 of the Original
Agreement is hereby amended by adding the following at the end of
the existing text of Section 4.07(b)
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“Notwithstanding anything to
the contrary in this Section 4.07(b), any such payments shall
commence at such time as determined in accordance with
Section 4.07(e).”
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3.
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Section 4.07 of the Original
Agreement is hereby amended by adding the following as a new
Section 4.07(e):
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“(e)
Notwithstanding any other payment schedule provided herein to the
contrary, if Executive is deemed on the date of termination to be a
“specified employee” within the meaning of that term
under Code Section 409A(a)(2)(B), then each of the following
shall apply:
1
(i)
With regard to any payment that is considered deferred compensation
under Code Sect
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