Amendment No. 3 to Employment Agreement between Radiologix, Inc. and Mark L. Wagar

Summary

Radiologix, Inc. and Mark L. Wagar have agreed to amend Wagar's employment agreement, effective February 11, 2002. The amendment increases Wagar's annual salary to $442,000 and updates severance terms. If Wagar is terminated after a change of control, he will receive a lump sum severance equal to two times his annual salary and bonus, plus continued benefits for up to two years or until he secures similar benefits elsewhere. Other termination scenarios provide for a lump sum severance equal to his current annual salary.

EX-10.36 3 d96999ex10-36.txt AMENDMENT TO EMPLOYMENT AGREEMENT - MARK WAGAR EXHIBIT 10.36 AMENDMENT NUMBER 3 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NUMBER 3 TO EMPLOYMENT AGREEMENT, effective as of February 11, 2002, is by and between Radiologix, Inc., a Delaware corporation (the "Company"), and Mark L. Wagar ("Wagar"). WHEREAS, the Company and Wagar entered into an Employment Agreement dated as of May 20, 1998, which was amended effective January 1, 1999, and July 1, 2000 (as amended, the "Employment Agreement"); and WHEREAS, the Company and Wagar desire to further amend the Employment Agreement to reflect an increase in Wagar's base salary and to make certain other amendments; NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the parties hereby agree as follows: 1. Section 3.1 of the Employment Agreement is hereby deleted in its entirety and replaced with the following new Section 3.1: Section 3.1 SALARY. For the performance of Wagar's duties hereunder, the Company shall pay Wagar an annual salary of $442,000, in equal periodic installments (less required withholdings) no less frequently than every two weeks. 2. The second sentence of Section 4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following new second sentence: In addition, notwithstanding the provisions of Section 5.2(b), if the Company terminates Wagar's employment hereunder at any time following a Change of Control, then immediately upon such termination of employment, the Company shall pay Wagar, in addition to the amounts required under Section 5.2(a), a lump sum severance payment in an amount equal to the sum of (i) the product of Wagar's then current annual salary for one year multiplied by two plus (ii) the product of Wagar's most recent annual bonus payment received for the fiscal year immediately preceding the Change of Control multiplied by two. In addition, the Company shall continue to provide Wagar with the benefits described in Section 3.4 until the earlier of (i) the two-year anniversary of the date of Wagar's termination of employment and (ii) the date on which Wagar obtains substantially equivalent benefits from another party. 3. Section 5.2(b) of the Employment Agreement is hereby deleted in its entirety and replaced with the following new Section 3.1: (b) In addition, if Wagar's employment is terminated under Sections 5.1(b), (d) or (e), then the Company shall also pay Wagar, immediately upon such termination of employment, a lump sum severance payment in an amount equal to Wagar's then current annual salary. 1 IN WITNESS WHEREOF, the parties have executed this Amendment Number 3 to Employment Agreement effective as of the date first written above. RADIOLOGIX, INC. By: ------------------------------------------ Paul M. Jolas General Counsel, Executive Vice President, and Secretary WAGAR: ---------------------------------------------- Mark L. Wagar 2