Amendment to Separation Agreement between InSight Health Services Corp., InSight Health Services Holdings Corp., and Mitch C. Hill
This amendment updates the original separation agreement between Mitch C. Hill and InSight Health Services Corp. and its holding company. It changes the terms of the separation payments, specifying that Mr. Hill will receive his regular monthly base salary for twelve months, with the first four months paid in regular pay periods and the remaining eight months paid in a lump sum by March 15, 2009. Payments may be suspended if Mr. Hill breaches the agreement. All other terms of the original agreement remain unchanged.
Exhibit 10.17
|
| InSight Health Corp.
Telephone - 949 ###-###-#### |
October 13, 2008
PERSONAL AND CONFIDENTIAL
Mitch C. Hill
2 Slate Springs
Coto de Caza, CA 92679
Re: Amendment to Separation Agreement
Dear Mitch:
This Amendment to Separation Agreement (Amendment) is intended to amend the Separation Agreement (Agreement) dated June 27, 2008 among you, InSight Health Services Corp. (IHSC) and InSight Health Services Holdings Corp. (Holdings and with IHSC collectively, InSight). Capitalized terms used herein and not otherwise defined shall have the meanings in the Agreement.
In consideration of the mutual covenants and promises made in this Amendment, you and InSight agree to amend the Agreement as follows:
The paragraph entitled Separation Payments in the Agreement is hereby deleted in its entirety and the following is substituted therefor:
Separation Payments. In addition to your final paycheck and payment for any unused accrued vacation through and including the Effective Date, in accordance with the Consideration Period and Revocation Period (defined below), and in consideration for your signing this Agreement and your agreement to continue to provide services to InSight as set forth herein, InSight agrees to pay you an amount equal to your current regular monthly base salary, less applicable taxes and withholdings required by law, on a regular payroll basis, for a period of twelve (12) months, which includes the additional two (2) months approved as a discretionary bonus (described below) by the Board of Directors of Holdings, (the Separation Payments). The Separation Payments will be made as follows: (a) the first four (4) months of Separation Payments will be made on the subsequent pay periods following the Effective Date and (b) the remaining eight (8) months of Separation Payments will be made in a lump sum on or before March 15, 2009. The Separation Payments will be sent to your home address as set forth above. Notwithstanding the foregoing, in the event that you breach any of the terms and conditions of this Agreement, including your refusal or inability to continue to provide the services set forth above to InSight, you shall no longer be entitled to receive any salary, benefits or Separation Payments following the date of such breach until such time as you have cured such breach, if it is
capable of being cured. The amounts payable pursuant to this paragraph shall not be reduced by the amount of any other compensation or income you may receive from other full-time employment or any other sources during the period you receive Separation Payments.
You and InSight agree that all other terms of the Agreement remain the same. Should there be any conflict between the terms of the Agreement and this Amendment, the terms and conditions of this Amendment shall control.
Please acknowledge your understanding and acceptance of this Amendment by signing this Amendment below and returning it to me no later than 5:00 p.m. on November 3, 2008, or on the twenty-first (21st) day from the day you receive this Amendment. An extra copy of this Amendment has been signed by me and is enclosed for your records.
| Sincerely, |
|
|
|
|
| /s/ Louis E. Hallman, III |
| Louis E. Hallman, III |
| President and Chief Executive Officer |
| InSight Health Services Corp. and |
| InSight Health Services Holdings Corp. |
Enclosure
ACKNOWLEDGED AND AGREED:
Dated: October 13, 2008. | /s/ Mitch C. Hill |
| Mitch C. Hill |
2