Exhibit 10.35
December 1, 2005
Mr. Howard K. Aihara
2366 Tryall
Tustin, CA 92782
AGREEMENT
Dear Mr. Aihara:
1. Reference
is made to (i) the Alliance Imaging, Inc. 1999 Equity Plan (the
“Option Plan”) and (ii) the Stock Option Agreement (the
“Option Agreement”) between Alliance Imaging, Inc. (the
“Company”) and you, dated as of December 1, 2005.
In consideration of the Company granting you options under the
Option Plan, executing and delivering the Option Agreement and
making the payments described in Paragraph 5 below, you agree that
no Competition Event (as defined below) shall occur prior to nine
(9) months 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 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.
3. As a
means reasonably designed to protect certain confidential
information of the Company which would otherwise inherently be
utilized in the
