Exhibit
10.10


 


Execution Version


 


	
  

  	
  InSight
  Health Corp.

  26250 Enterprise Court

  Suite 100

  Lake Forest, CA 92630-8405



  Telephone -    949.282.6000

  Facsimile -      949.462.3703

  



 


 


October 26, 2007


 


 


PERSONAL AND CONFIDENTIAL


 


Bret
W. Jorgensen


7891
Muirfield Way


PO Box
675926


Rancho
Santa Fe, CA  92067


 


Re:          Resignation Agreement


 


Dear
Bret:


 


This Letter Agreement (“Agreement”) sets forth the
terms and conditions of your appointment as a consultant to InSight Health
Services Holdings Corp. (“InSight” or “Company”) effective November 16, 2007,
and your resignations from the Company and from InSight Health Services Corp. (“IHSC”),
in each case effective as of November 15, 2007.


 


In consideration of the mutual covenants and promises
made in this Agreement, you and InSight agree as follows:


 


Consulting Services. Effective as of November 16, 2007 (the “Effective
Date”), the Company will engage you as an independent contractor, and not as an
employee, to render consulting services to the Company as hereinafter provided,
and you hereby accept such engagement, commencing as of November 16, 2007. The
engagement as a consultant shall be through May 16, 2008 (the “Consulting
Period”). You shall not have any authority to bind or act on behalf of the
Company in your capacity as a consultant. During the Consulting Period, you
shall render such consulting services to the Company in connection with the
Company’s business as may be reasonably requested by the Board of Directors to
ensure a smooth transition for the Company following your resignation. A press
release in the form of Exhibit A, which has been agreed upon by the Parties,
will be issued by the Company.


 


Consulting Payment/Consideration. In consideration for your signing this
Agreement and agreeing to the terms and conditions hereof, including those
attached as Exhibits A and B, InSight agrees that for a six month period
beginning on December 16, 2007 and continuing until May 16, 2008, it will pay
you on a monthly basis in arrears, an amount equal to $34,083.33 each month,
without withholding or deduction (such payments are referred to herein as the “Consulting
Payments” and such period of time is referred to herein as the Consulting
Period), for total payments of $204,499.98. The Consulting Payments will be
sent to your home address 


 

















 


as set forth above on this Agreement. Notwithstanding
the foregoing, in the event that you breach any of the terms and conditions of
this Agreement, you shall no longer be entitled to receive any Consulting
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 source
during the Consulting Period. The Company shall reimburse you for all
reasonable expenses incurred by you directly as a result of and in the course
of performing services under this Agreement, and which are consistent with the
Company’s policies in effect from time to time with respect to travel,
entertainment and other business expenses, subject to the Company’s
requirements with respect to reporting and documentation of such expenses.


 


Resignation. You acknowledge and agree that, effective November
15, 2007, you will voluntarily resign from your employment, and any and all
positions you hold with InSight, IHSC and any of their respective subsidiary or
affiliated entities (collectively the “InSight Companies”), including your
positions as a member of the Board of Directors of InSight, IHSC and each of
the other InSight Companies, and as of that date you relinquish any and all of
your authorities with each of the InSight Companies. You and the Company agree
that such resignation shall be considered a voluntary resignation by mutual
agreement of the parties, that the Executive Employment Agreement dated as of
July 1, 2005, between you and IHSC (the “Executive Employment Agreement”), will
terminate effective November 15, 2007, and that you shall not be entitled to
any monetary compensation, including any salary in lieu of notice or, any
fringe benefits, perquisites or other employee benefits from the InSight
Companies after November 15, 2007 except as provided in this Resignation
Agreement, which supercedes your Executive Employment Agreement. You understand
and agree that you shall not be entitled to any bonus for any period after June
30, 2007, and shall not be entitled to any grant of equity securities or
equity-like securities as contemplated during the Company’s bankruptcy process
or as provided under the Joint Prepackaged Plan of Reorganization of the
Company and IHSC, as amended. You also acknowledge and agree that on and after
the date hereof and thereafter you will not have authority to bind the InSight
Companies without the specific and express authority of the Board of Directors
of the Company.


 


Benefits. As additional consideration for this Agreement, the
Company agrees to continue the employee benefits specified in this provision
(a) until either November 15, 2008, (b) until you are eligible for
comparable employment benefits as the result of full-time employment with
another employer; or (c) until your employment by a competitor of the Company. The
benefits you will receive during the applicable period are the existing
medical, disability, dental and health insurance benefits, plans and programs
covering you and any dependents under the same terms and conditions as if you
had not resigned including the payment by you of any required premiums and
co-payments that are to be made by you. In the event that the Company is not
able to keep you on the existing Company plans for health insurance, during the
period specified in the first sentence of this provision, the Company will pay
both the Company and employee portion of all health insurance premiums for
continuation coverage under COBRA (as defined below), for you and any currently
insured dependents, and you shall be responsible for the 


 


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payment of the amount of any required deductibles and
co-payments as you were responsible for under the plans immediately prior to
your resignation. The Company’s agreement to provide these benefits during the
applicable period is contingent upon your participation being permissible under
the general terms and provisions of such plans and programs and contingent upon
the Company’s right to amend or terminate any employee benefit plans which are
applicable generally to the Company’s employees. In the event of either of
these contingencies, you will cease to receive these benefits effective the
date of the occurrence of the contingency. However, in such an event, the
Company agrees to arrange to provide you with benefits and costs substantially
similar to those you were receiving at the time of your resignation for the
applicable period or its remainder as the Company may obtain for the same costs
it was paying for your benefits immediately prior to your resignation.


 


Release. In consideration of this Agreement, you hereby
irrevocably and unconditionally release, waive and forever discharge the
Company, its direct and indirect, subsidiaries and affiliates, affiliated
persons, partnerships and corporations, successors and assigns, and all of
their past and present directors, members, partners, contractors, distributors,
officers, stockholders, consultants, agents, representatives, attorneys,
employees, employee benefit plans and plan fiduciaries (collectively, the “Company
Releasees”), individually and collectively, from any and all actions, causes of
action, claims, demands, damages, rights, remedies and liabilities of
whatsoever kind or character, in law or equity, suspected or unsuspected, known
or unknown, past or present, that you have ever had, may now have, or may later
assert against any of the Company Releasees, concerning, arising out of or
related to your employment by or the performance of any services to or on
behalf of any of the InSight Companies or the termination of that employment,
those services and your positions with the InSight Companies,  arising out of or related to the termination
of your employment agreement with the InSight Companies, or arising out of any
other agreement you may have or may have had with the InSight Companies, in all
cases from the beginning of time to the Effective Date (hereinafter referred to
as “Executive’s Claims”), including without limitation:  (i) any claims arising out of or related
to any federal, state and/or local labor or civil rights laws, as amended,
including, without limitation, the federal Civil Rights Acts of 1866, 1871,
1964 and 1991 (including but not limited to Title VII), the Age
Discrimination in Employment Act of 1967, the National Labor Relations Act, the
Workers’ Adjustment and Retraining Notification Act, the Employee Retirement
Income Security Act of 1974, the Family and Medical Leave Act of 1993, the
Americans with Disabilities Act of 1990, the Fair Labor Standards Act of 1938,
the Older Workers Benefit Protection Act, the California Fair Employment and
Housing Act,  the California Industrial
Welfare Commission Wage Orders, and the California Labor Code and/or any
similar state antidiscrimination and employment statutes, and (ii) any and
all other of Executive’s Claims arising out of or related to any contract or
employment agreement, any and all other federal, state or local constitutions,
statutes, rules or regulations, or under the laws of any country or political
subdivision, or under any common law right of any kind whatsoever. You also
agree to waive all rights to sue or obtain equitable, remedial or punitive
relief from any or all Company Releasees of any kind whatsoever, including,
without limitation, reinstatement, back pay, front pay, attorneys’ fees and any
form of injunctive relief. Through the Effective Date of this Agreement,
notwithstanding the foregoing, this Agreement shall not affect any of your
rights or 


 


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obligations under (a) the IHSC 401k Savings Plan (the “401k
Plan”), (b) the Indemnification
Agreement executed by you and the Company effective August 1, 2007 (“Indemnification
Agreement, (c) your right to
statutory indemnification pursuant to California Labor Code Section 2802, (d) the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”), (e) workers
compensation or unemployment insurance benefit claims, or (f) the terms of this
Agreement.


 


You and the Company hereby waive and relinquish all
rights and benefits afforded by California Civil Code Section 1542. You
and the Company understand and acknowledge the significance and consequences of
this specific waiver of Section 1542. California Civil Code
section 1542 states as follows:


 


A general release does
not extend to claims which the creditor does not know or suspect to exist in
his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.


 


To the fullest extent permitted by law, you
represent, warrant and agree not to lodge or assist anyone else in lodging any
formal or informal complaint in court, with any federal, state or local agency
or any other forum, in any jurisdiction, arising out of or related to Executive’s
Claims. You hereby represent and warrant that you have not brought any
complaint, claim, charge, action or proceeding against any of the Company
Releasees in any jurisdiction or forum, nor assisted or encouraged any other
person or persons in doing so. You further represent and warrant that you have
not in the past and will not in the future assign any of Executive’s Claims to
any person, corporation or other entity.


 


Your execution of this Agreement operates as a
complete bar and defense against any and all of Executive’s Claims against the
Company and each of the other Company Releasees to the maximum extent permitted
by law. If you should hereafter make any of Executive’s Claims in any charge,
complaint, action, claim or proceeding against the Company or any of the other
Company Releasees, this Agreement may be raised as, and shall constitute a complete
bar to, any such charge, complaint, action, claim or proceeding and you agree
to disclaim and waive any right to share or participate in any monetary award
resulting from the prosecution of any administrative investigation or
proceeding.


 


Release
by the Company. In
consideration of this Agreement, the Company on behalf of itself, its parent
and subsidiary corporations (“Company Releasors”) hereby irrevocably and
unconditionally releases, waives and forever discharges you, your spouse,
family members, and heirs, (the “Jorgensen Releasees”) individually and
collectively, from any and all actions, causes of action, claims, demands,
damages, rights, remedies and liabilities of whatsoever kind or character, in
law or equity, suspected or unsuspected, known or unknown, past or present,
that they have ever had, may now have, or may later assert against the
Jorgensen Releasees, whether or not arising out of or related to your
employment by or the performance of any services to or on behalf of the Company
or the termination of that employment and those services, from the beginning of
time to the Effective Date (hereinafter referred to as “Company’s Claims”),
including without limitation, any and all other of Company’s Claims arising out
of or related to 


 


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any
contract, any and all federal, state or local constitutions, statutes, rules or
regulations, or under the laws of any country or political subdivision, or
under any common law right of any kind whatsoever, including, without
limitation, any of Company’s Claims for any kind of tortious conduct,
promissory or equitable estoppel, breach of the Company’s policies, rules,
regulations, handbooks or manuals, breach of express or implied contract or
covenants of good faith, breach of duty of loyalty or fiduciary duty. Notwithstanding
the foregoing, this Agreement shall not affect any of the Company’s rights or
obligations under (a) the 401k Plan, (b) the Indemnification Agreement, (c)
California Labor Code Section 2802, (d) workers compensation or unemployment
insurance benefit claims, (e) COBRA, or (f) the terms of this Agreement.


 


Further, notwithstanding the
foregoing, the Company’s Claims which are being released herein shall not
include any claims or causes of action that the Company Releasors have or may
have against you as of the Effective Date, which may arise from or be related
to (i) any acts or omissions undertaken by you, or undertaken at your express
direction, which constitute fraud, theft or embezzlement against the Company,
or any act that constitutes a felony under the laws of the United States or any
state; or (ii) any voluntary act undertaken by you, which at the time it was
taken by you, was intentionally taken by you in knowing violation of a specific
written Company directive or policy that was known to you and which causes or
caused the Company material harm or subjects or subjected it to liability. The
Company is not currently aware of any claim that it may have for any matter
covered under this subsection (ii).


 


To the fullest extent
permitted by law, the Company agrees not to lodge or assist anyone else in
lodging any formal or informal complaint in court, with any federal, state or
local agency or any other forum, in any jurisdiction, against you or any of the
other Jorgensen Releasees arising out of or related to Company’s Claims. The
Company hereby represents and warrants that it has not brought any complaint,
claim, charge, action or proceeding against you or any of the other Jorgensen
Releasees in any jurisdiction or forum, nor assisted or encouraged any other
person or persons in doing so. The Company further represents and warrants that
it has not in the past and will not in the future assign any of Company’s
Claims to any person, corporation or other entity.


 


Execution of this Agreement
by the Company operates as a complete bar and defense against any and all of
Company’s Claims against you or any of the other Jorgensen Releasees to the
maximum extent permitted by law. If the Company should hereafter make any of
Company’s Claims in any charge, complaint, action, claim or proceeding against
you or any of the other Jorgensen Releasees except as expressly provided for in
this Agreement, or arising out of the breach by you of this Agreement, this Agreement
may be raised as and shall constitute a complete bar to any such charge,
complaint, action, claim or proceeding and you and/or the other Jorgensen
Releasees shall be entitled to and shall recover from the Company all costs
incurred, including reasonable attorneys’ fees, in defending against any such
charge, complaint, action, claim or proceeding.


 


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Continuing Obligations to
Company. You understand and agree that you have continuing obligations to the
Company as set forth in Exhibit B attached hereto. Should you have a legitimate
question as to whether a particular prospective employment would be in breach
of your obligations under Exhibit B, you may make an inquiry to the Company
prior to accepting such a position and if the Company determines that such
potential employment will not be a breach of Exhibit B, it will so advise you
and/or your prospective employer in writing.


 


Cooperation. Between the
date hereof and November 15, 2007, you agree to provide reasonable cooperation
with the Board of Directors of the Company, and any persons they may designate,
to ensure an orderly transition of your duties to such person or persons that
the Board of Directors of the Company may designate as your replacement. After
your resignation, you may be asked questions by the Company, its accountants,
financial advisors or attorneys relating to your former duties, to which you
agree to respond in a reasonably timely and responsible manner by providing
such information as may be within your knowledge. The Parties acknowledge and
agree that you may have future employment or other obligations that may limit
the amount of your time available to cooperate with the Company under this
provision, and thus your reasonable cooperation will take into account any such
limitations.


 


Return of InSight Property; Expenses. As set forth in Exhibit B, you agree to
immediately return all Company property and equipment in your possession or
under your control, including, but not limited to, credit cards, keys, building
access cards, cell phone, TREO, laptop computer, manuals, notebooks, financial
statements, reports, and any other Company property. By December 15, 2007, you
should submit to InSight all outstanding business expenses incurred by you
through November 15, 2007, along with supporting receipts for reimbursement in
accordance with the Company’s policies.


 


Legal Representation. You and InSight each acknowledge that you have had
the opportunity to receive the advice of independent legal counsel prior to the
execution of this Agreement and the opportunity to receive an explanation from
legal counsel of the legal nature and effect of this Agreement, and you have
fully exercised that opportunity to the extent desired and you understand the
terms and provisions of this Agreement and its nature and effect. You further
represent that you are entering into this Agreement freely and voluntarily.


 


No Admission of Liability. Nothing contained in this Agreement or
the fact that you or InSight has signed this Agreement shall be considered as
admission of any liability whatsoever either party. This Agreement may not be
introduced in any action or proceeding by anyone for any purpose except to
evidence or to enforce its terms.


 


Confidentiality. As a material inducement to InSight to enter into
this Agreement and as an indivisible part of the consideration to be received
for entering into this Agreement and for the performance of obligations under
this Agreement by each party to this Agreement, you agree that you will not
disclose, disseminate, and/or publicize or cause to be disclosed, disseminated,
and/or publicized, any of the specific terms of this Agreement, any claims or
allegations or the basis for any claims or allegations, which were or could have
been made against InSight and its divisions, affiliates, subsidiaries,
predecessor and successor corporations, and the past and present directors,
officers, management committees, stockholders, agents, servants, employees,
representatives, administrators, partners, general partners, managing partners,
limited partners, 


 


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benefit plan fiduciaries and administrators, assigns,
heirs, successors or predecessors in interest, adjustors, insurers, and
attorneys, which concern and are within the scope of this Agreement, directly
or indirectly, specifically or generally, to any person, corporation,
association, governmental agency, or other entity except: (a) to the
extent necessary to report income to appropriate taxing authorities;
(b) in response to an order of a court of competent jurisdiction or a
subpoena issued under authority thereof; (c) in response to any subpoena
issued by a state or federal governmental agency; or (d) as otherwise required
by law. Notwithstanding the foregoing, InSight may file this Agreement with the
Securities and Exchange Commission in accordance with the Securities Exchange
Act of 1934.


 


Assistance/Cooperation Regarding Current or Future
Litigation or Investigation. In connection with InSight’s participation in any
current or future litigation or investigation relating to events which occurred
during your employment with the Company and/or about which you have personal
knowledge or information, you agree to cooperate to the fullest extent possible
in the preparation, prosecution, or defense of the Company’s case or
investigation, including, but not limited to, meeting with the Company’s
counsel, the execution of truthful declarations, being a deponent and/or
witness, or providing information and/or documents requested by the Company or
any governmental agency. You further agree not to voluntarily assist any party,
any current or former employee of the Company, and/or attorney in any claim,
dispute, charge, or litigation adverse to the Company. This does not prohibit
you from testifying truthfully pursuant to a subpoena or lawful court order. In
consideration of this agreement by you to cooperate, in the event that the
Company requests your cooperation about any matter that does not specifically
relate to you or to an action taken by you during your employment with the
Company, the Company shall agree to reimburse you for all of your reasonably
incurred out-of-pocket expenses incurred in assisting the Company. The Parties
acknowledge and agree that you may have future employment or other obligations
that may limit the amount of your time available to cooperate with the Company
under this provision, and thus your reasonable cooperation will take into
account any such limitations.


 


No Future Employment. You agree not to apply for a position as an
employee, consultant, vendor, or other position with the Company or with any of
the other Company Releasees.


 


Non Disparagement. As a material inducement to InSight to enter into
this Agreement, you agree that you will not make any negative or disparaging
comments about InSight or IHSC. InSight also agrees that it will not make any
negative or disparaging comments about you.


 


Tax Returns. You shall file all tax returns and reports required
to be filed by you on the basis that while serving as a consultant from
November 16, 2007 through May 16, 2008, you are an independent contractor,
rather than an employee, as defined in Treasury Regulation §31.3121(d)-1(c)(2),
and you shall indemnify the Company for the amount of any employment taxes paid
by the Company as the result of you not withholding employment taxes from the
Consulting Payments. You shall be solely responsible for all taxes, including
federal, state and local income taxes, FICA, FUTA or similar taxes that may
result from you performing services to the Company pursuant to this Agreement.


 


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Other Agreements. Except for (i) Exhibit B, (ii) the InSight 401k
Plan, and (iii) the Indemnification Agreement, the terms of this Agreement
supercede any and all other agreements, understandings, negotiations, or
discussions, either oral or in writing, express or implied, among you and the
Company and IHSC, and this Agreement shall operate to terminate all such other
agreements between you and the InSight Companies.


 


Successors.  This
Agreement is binding upon the Company and you and upon the Company’s and your
respective successors, assigns, heirs, executors, administrators and legal
representatives.


 


No Strict Construction. The language used in this Agreement shall be deemed
to be the language mutually chosen by the parties to reflect their mutual
intent and no doctrine of strict construction shall apply against any party.


 


Entire Agreement. This Agreement constitutes the full, complete, and
exclusive agreement between you and InSight with respect to the subject matter
discussed herein. This Agreement cannot be changed unless in writing, signed by
you, InSight, and IHSC.


 


Waiver. No waiver of any of the provisions of this Agreement
shall be deemed, or shall constitute, a waiver of any other provision, whether
or not similar. No waiver shall constitute a continuing waiver. No waiver shall
be binding unless executed in writing by the party charged with the waiver.


 


Severability. In the event any provision of this Agreement shall
be determined to be unlawful, such provision shall be deemed to be severed from
this Agreement and every other provision of this Agreement shall remain in full
force and effect.


 


Headings. The headings of the paragraphs in this Agreement are
for purposes of convenience only, and shall not be deemed to amend, modify,
expand, limit or in any way affect the meaning of any of the provisions hereof.


 


Governing Law. This Agreement shall be governed by the laws of the
State of California, without regard to any conflicts of law principles thereof
that would call for the application of the laws of any other jurisdiction. Any
action or proceeding seeking to enforce any provision of, or based on any right
arising out of, this Agreement may be brought against either of the parties in
the courts of the State of California, or if it or he has or can acquire
jurisdiction, in the United States District Court for the Southern District of
California, and each of the parties hereby consents to the jurisdiction of such
courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein. Process in any
action or proceeding referred to in the preceding sentence may be served on any
party anywhere in the world, whether within or without the State of California.


 


Consideration Period. You have twenty-one (21) days from receipt of this
Agreement to consider this Agreement. InSight advises you to consult with an attorney
before signing this Agreement.


 


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Revocation Period. For a period of seven (7) days following the signing
of this Agreement, you may revoke this Agreement. This Agreement does not
become effective or enforceable until the revocation period has expired without
you exercising your option to revoke (“Effective Date”).


 


Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


Please acknowledge your understanding and acceptance
of this Agreement by signing this Agreement below and returning it to me no
later than 5:00 p.m. on October 26, 2007, or on the twenty-first (21st) day
from the day you receive this Agreement. An extra copy of this Agreement has
been signed by me and is enclosed for your records.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Mitch C. Hill

  	
   

  	
   

  
	
  Mitch C. Hill

  	
   

  
	
  Executive Vice President and Chief Financial Officer

  	
   

  
	
  InSight Health Services Corp. and InSight Health
  Services Holdings Corp.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Enclosures

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED
  AND AGREED:

  	
   

  
	
   

  
	
  Dated:  October 26, 2007

  	
  /s/ Bret W.
  Jorgensen

  	
   

  
	
   

  	
  Bret W.
  Jorgensen

  	
   

  
					



 


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EXHIBIT A


 


Form
of News Release


 


INSIGHT HEALTH SERVICES
HOLDINGS CORP.


ANNOUNCES CHANGE IN ROLE
OF CHIEF EXECUTIVE OFFICER


 


LAKE
FOREST, Calif. October 26, 2007   InSight
Health Services Holdings Corp. (“InSight”) (OTCBB:ISGT), today announced that
Bret W. Jorgensen is leaving InSight as President and Chief Executive Officer,
effective November 15, 2007, to pursue other interests; however, he will remain
as a consultant to the Company for a six-month period to assist the Company
during the transition. Mr. Jorgensen has served as InSight’s President and
Chief Executive Officer for the past two years.


 


Wayne
B. Lowell, the Company’s Chairman of the Board, stated, “Bret has led the
Company through a very challenging time for itself and the industry. Shortly
after he joined the Company in 2005, he assisted the Company in raising $300
million of senior secured floating rate notes used to repay other indebtedness.
Over the past year, Bret led the Company through a restructuring, which
included a prepackaged plan of reorganization involving a debt for equity
exchange.”


 


Mr.
Jorgensen stated, “We have spent the past two years improving the Company’s
financial foundation so that it could be better positioned for the challenges
ahead in the imaging industry. I’m proud that the Company completed its plan of
reorganization so quickly and that the impact on the Company’s business was
minimal. We made the best of a very difficult situation. At this point, it is
time for the Company to have a renewed focus on continuing to serve our customers
and grow the business.”


 

















 


Mr.
Lowell added, “We would like to thank Bret for his leadership over the past two
years and are pleased he has agreed to assist us during the transition period.”


 


Until
the Company completes the search process for a new Chief Executive Officer,
Richard Nevins, a current director, will be appointed as Interim Chief
Executive Officer and Kip Hallman, InSight’s Executive Vice President and Chief
Strategy Officer, will act as Interim Chief Operating Officer.


 


About
InSight


 


InSight,
headquartered in Lake Forest, California, is a nationwide provider of
diagnostic imaging services. It serves managed care entities, hospitals and
other contractual customers in over 30 states, including the following targeted
regional markets:  California, Arizona,
New England, the Carolinas, Florida and the Mid-Atlantic states. As of June 30,
2007, InSight’s network consists of 101 fixed-site centers and 112 mobile
facilities.


 


For
more information, please visit www.insighthealth.com.


 


# #


 


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EXHIBIT B


 


I.              Covenants Against Unfair
Competition.


 


A.            Acknowledgments. Executive
acknowledges that, as of the date hereof (i) the principal business of
Company and its affiliates is the provision of diagnostic imaging, treatment
and related management services through a network of mobile magnetic resonance
imaging (“MRI”) and positron emission tomography (“PET”) facilities, fixed-site
MRI and PET facilities and multi-modality centers, at times, together with
other healthcare providers, utilizing the related equipment and computer
programs and “software” and various corporate investment structures (“Company
Business”); (ii) Company Business is primarily national in scope;
(iii) the industry is highly competitive; and (iv) Executive’s duties
hereunder will cause Executive to have access to and be entrusted with various
trade secrets not readily available to the public or competitors, consisting of
business accounts, lists of customers and other business contacts, information
concerning Company’s relationships with actual or potential clients or
customers and the needs or requirements of such clients or customers, budgets,
business and financial plans, employee lists, financial information, artwork,
designs, graphics, marketing plans and techniques, business strategy and
development, know-how or other matters connected with Company Business,
computer software programs and specifications (some of which may be developed
in part by Executive under this Agreement), which items are owned exclusively
by Company and used in the operation of Company Business (“Trade Secrets”). Notwithstanding
the foregoing, the parties agree that the term “Trade Secrets” shall not
include information which (i) is or becomes generally available to the
public, without violation of any obligation of confidentiality by Executive,
(ii) is or becomes available from a third party on a nonconfidential
basis, provided that such third party is not bound by a confidentiality
agreement concerning the Trade Secrets and (iii) is or has been
independently acquired or developed by Executive without violating the
provisions of this Section.


 


Executive
further acknowledges that the Trade Secrets will be disclosed to Executive or
obtained by Executive and received in confidence and trust for the sole purpose
of using the same for the sole benefit of Company Business. Executive also
acknowledges that such Trade Secrets are valuable to Company, of a unique and
special nature, and important to Company in competing in the marketplace.


 


During
and after the term of this Agreement (otherwise than in the performance of this
Agreement), without Company’s prior written consent, Executive shall not
divulge or use all or any of the Trade Secrets to or for any person or entity
except (i) for the benefit of Company and as necessary to perform
Executive’s services under this Agreement; and (ii) when required by law,
and then only after consultation with Company or unless such information is in
the public domain. In the event that Executive becomes or is legally compelled
(whether by deposition, interrogatories, request for documents, subpoena, civil
investigative demand or similar process) to disclose any Trade Secrets,
Executive shall provide Company with prompt, prior written notice of such
requirement so that Company may seek a protective order or other appropriate
remedy and/or waive compliance with the provisions of this Section. Executive
agrees that his obligations under this Section shall be absolute and
unconditional.


 


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B.            Breach. Executive
understands and agrees that Executive’s employment with Company may be
terminated if Executive breaches this Agreement or in any way divulges such
Trade Secrets. Executive further understands and agrees that Company may be
irreparably harmed by any violation or threatened violation of this Agreement
and, therefore, Company may be entitled to injunctive relief to enforce any of
the provisions contained herein.


 


C.            Non-Compete. During the
period of Executive’s employment, Executive will not directly or indirectly
either as an employee, employer, consultant, agent, principal, partner,
stockholder, corporate officer, director, or in any other individual or
representative capacity, engage or participate in any activity or business
which Company shall determine in good faith to be in competition in any
substantial way with Company Business within any metropolitan area in the
United States or elsewhere in which Company is then engaged in Company Business.
The parties acknowledge that in California and some states post-employment
non-compete clauses may be generally unenforceable, but that other states and
jurisdictions permit such agreements. Executive hereby agrees that Executive
will not directly or indirectly, either as an employee, employer, consultant,
agent, principal, partner, stockholder, corporate officer, director, or in any
other individual or representative capacity, engage or participate in any
activity or business which Company shall determine in good faith to be in
competition in any substantial way with Company Business as conducted at the
effective date of termination of Executive’s employment by Company for or a
period of twelve (12) months after the termination of Executive’s employment
and that this Section will be enforceable to the greatest extent of the law.


 


D.            No
Solicitation of Employees. During Executive’s
employment and for a period of twelve (12) after the termination of Executive’s
employment, Executive will not, either directly or indirectly, either alone or
in concert with others, solicit or entice or participate in the solicitation or
attempt to solicit or in any manner encourage employees of Company to leave
Company or work for anyone that is in competition in any substantial way with
Company Business (which in the case of the period following Executive’s
termination, shall mean Company Business as conducted as of the effective date
of termination of Executive’s employment with Company); provided, however, that
the public listing, advertising or posting of an available position shall not
constitute solicitation or an attempt to solicit hereunder and this subsection
shall not preclude Executive from hiring an individual pursuant thereto.


 


E.             No
Solicitation of Customers. Executive will not during
the course of Executive’s employment, or for twelve (12) months thereafter,
either directly or indirectly call on, solicit, or take away, or attempt to
call on, solicit or take away any of Company’s customers on behalf of any business
that is in competition in any substantial way with Company. Executive promises
and agrees not to engage in any unfair competition with Company. During
Executive’s employment, Executive agrees not to plan or otherwise take any
preliminary steps, either alone or in concert with others, to set up or engage
in any business enterprise that would be in competition with Company Business. In
the event of the termination of Executive’s employment and for a period of
twelve (12) months thereafter, Executive will not accept any employment or
engage in any activities which Company shall determine in good faith to be
competitive with Company, if the fulfillment of the duties of the competitive
employment or activities would inherently require Executive to reveal Trade
Secrets to which Executive has access or learned during Executive’s employment
on behalf of any business that is in competition in any substantial way with
Company.


 


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F.             Return
of Company Property. In the event of the
termination of Executive’s employment, Executive will deliver to Company all
devices, records, sketches, reports, proposals, files, customer lists, mailing
or contact lists, correspondence, computer tapes, discs and design and other
document and data storage and retrieval materials (and all copies, compilations
and summaries thereof), equipment, documents, duplicates, notes, drawings,
specifications, research tape or other electronic recordings, programs, data
and other materials or property of any nature belonging to Company or relating
to Company Business, and Executive will not take with Executive or allow a
third party to take, any of the foregoing or any reproduction of any of the
foregoing. Company property includes personal property, made or compiled by
Executive, in whole or in part and alone or with others, or in any way coming
into Executive’s possession concerning Company Business or other affairs of
Company or any of its affiliates.


 


G.            Disclosure
and Assignment of Rights.


 


1.             (i)  Executive
shall promptly disclose and assign to Company and its affiliates or its
nominee(s), to the maximum extent permitted by Section 2870 of the
California Labor Code, as it may be hereafter amended from time to time, all
right, title and interest of Executive in and to any and all ideas, inventions,
discoveries, secret processes and methods and improvements, together with any
and all patents that may be issued thereon in the United States and in all
foreign countries, which Executive may invent, develop or improve, or cause to
be invented, developed or improved, during the term of this Agreement or which
are (i) conceived and developed during normal working hours, and
(ii) related to the scope of Company Business. As used in this Agreement,
the term “invent” includes “make”, “discover”, “develop”, “manufacture” or “produce”,
or any of them; “invention” includes the phrase “any new or useful original
art, machine, methods of manufacture, process, composition of matter, design,
or configuration of any kind”; “improvement” includes “discovery” or “production”;
and “patent” includes “Letters Patent” and “all the extensions, renewals,
modifications, improvements and reissues of such patents”.


 


2.             Executive shall disclose immediately to duly
authorized representatives of Company any ideas, inventions, discoveries,
secret processes and methods and improvements covered by the provisions of
paragraph (i) above, and execute all documents reasonably required in
connection with the application for an issuance of Letters Patent in the United
States and in any foreign country and the assignment thereof to Company and its
affiliates or its nominee(s).


 


II.            Rights and Remedies Upon Breach. If Executive breaches, or threatens to breach, in any
material respect any of the provisions of Exhibit B (“Restrictive Covenants”),
Company shall, in addition to all its other rights hereunder and under
applicable law and in equity, have the right to seek specific enforcement of
the Restrictive Covenants by any court having jurisdiction, including, without
limitation, the granting of a preliminary injunction which may be granted
without the necessity of proving damages or the posting of a bond or other
security, it being acknowledged that any such breach or threatened breach may
cause irreparable injury to Company and that money damages may not provide an
adequate remedy to Company.


 


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III.           Severability and Modification of Covenants.  Company and Executive agree and
acknowledge that the duration, scope and geographic area of the Restrictive
Covenants described in this Section are fair, reasonable and necessary in order
to protect the good will and other legitimate interests of Company, that
adequate consideration has been received by Executive for such obligations, and
that these obligations do not prevent Executive from earning a livelihood. If any
court of competent jurisdiction determines that any of the Restrictive
Covenants, or any part thereof, is invalid or unenforceable, the remainder of
the Restrictive Covenants shall not thereby be affected and shall be given full
effect, without regard to the invalid portions. If any court of competent
jurisdiction construes any of the Restrictive Covenants, or any part thereof,
to be unenforceable because of the duration or geographic scope of such
provision or otherwise, such provision shall be deemed amended to the minimum
extent required to make it enforceable and, in its reduced form, such provision
shall then be enforceable and enforced.


 


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