Exhibit 10.31
May 9, 2005
Mr. Paul S. Viviano
19432 Beckonridge Lane
Huntington Beach, CA 92648
AMENDED AND RESTATED
AGREEMENT
Dear Mr. Viviano:
1. Reference
is made to (i) the Alliance Imaging, Inc. 1999 Equity Plan (the
“Option Plan”) and (ii) the Stock Option Agreements
(the “Option Agreements”) between Alliance Imaging,
Inc. (the “Company”) and you, dated as of January 2,
2003, January 5, 2004 and January 3, 2005. In consideration
of the Company granting you options under the Option Plan,
executing and delivering the Option Agreements and making the
payments described in Paragraph 5 below, you agree that no
Competition Event (as defined below) shall occur prior to two years
after the Date of Termination (as defined in the employment
agreement between the Company and you as of the date hereof (the
“Employment Agreement”)). Defined terms used but
not defined herein shall have the meaning ascribed thereto in the
Employment Agreement.
2. For
purposes of this letter agreement, a Competition Event shall occur
if you directly or indirectly (i) engage in any imaging business or
any other business that becomes material to the Company’s
business during your employment by the Company (the “Company
Business”) within the United States that is the same or
substantially similar to or competitive with any service provided
by the Company; (ii) compete or participate as agent, employee,
consultant, advisor, representative or otherwise in any enterprise
engaged in a business which has any operations engaged in the
Company Business within the United States that is the same or
substantially similar to or competitive with any service provided
by the Company; or (iii) compete or participate as a stockholder,
partner or joint venturer, or have any direct or indirect financial
interest, in any enterprise which has any material operations
engaged in the Company Business within the United States that is
the same or substantially similar to or competitive with any
service provided by the Company; provided , however ,
that nothing contained herein shall prohibit you from (A) owning,
operating or managing any business, or acting upon any business
opportunity, after obtaining approval of a majority of the Board of
Directors of the Company and a majority of the independent members
of the Board of Directors of the Company (if any); (B) acting in
the capacity of a Chief Executive Officer or Chief Operating
Officer of a hospital or health system which may have diagnostic
imaging operations; or (C) owning no more than five percent (5%) of
the equity of any publicly traded entity with respect to which you
do not serve as an officer, director, employee, consultant or in
any other capacity other than as an investor.
