exv10w2



 


Exhibit 10.2



FIRST AMENDMENT TO

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT



               This First Amendment to the Amended and Restated Employment Agreement (the
“Agreement”) dated July 15, 2002, by and between OrthoLogic Corp., a Delaware
corporation (the “Company”), and Thomas R. Trotter (“Employee”) shall be
effective as of August 30, 2003.



RECITALS:



          A. Employee has been employed by the Company in the position of
President/CEO, pursuant to the Agreement.




          B. The parties now wish to amend certain provisions of the Agreement.




AGREEMENTS:




          The parties hereby agree to amend the Agreement as follows:




          1. Section 3(a):




          Section 3(a) of the Agreement is amended by replacing the phrase “begin a
two-year transition” with the phrase “begin a three-year transition,” and by
adding at the end thereof the following:




“and the date on which an Election is made is referred to in this
Agreement as the “Election Date.”




          2. Section 3(c):




               Section 3(c) of the Agreement is amended and restated to read in its
entirety as follows




     “(c) Duties After an Election. Effective immediately upon an
Election, Employee will report to the Company’s President and CEO
or to the Board as determined by the Board. Employee shall not
have an official title or any set work hours. While various
projects assigned to Employee may require more or less time within
any given month, it is contemplated that, without his consent,
Employee will not be asked to work on Company matters for more
than the following: (i) during the period commencing on the
Election Date and ending on the later of (A) the first anniversary
of the Election Date or (B) December 31, 2004, 6 days per quarter
or 24 days total; (ii) during the 12-month period following the
period described in the foregoing clause (i), 3 days per quarter
or 12 days total; and (iii) during the 12-month period following
the period described in the foregoing clause (ii), 1 day per
quarter or 4 days total. Effective upon an Election, Employee
hereby resigns as an officer of the Company. Employee understands
that from and after the Election, and until the end of the term of
this Agreement, the Company will not provide him with an office,
but will provide



 




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reasonable secretarial and other staff support and will provide
ancillary office equipment such as a fax machine, dictating
equipment and a desk-top computer that Employee may continue to
use until the end of the term at another location selected by him.
After an Election, Employee shall not be entitled to use any
Company owned or supported laptop computers or cell phones except
to the extent required by specific projects assigned to Employee.
It is expected that, subject to a contrary determination by the
Board in its sole discretion, Employee will be assigned primary
responsibility for completing the Sale of the Bone Stimulation
Business during the period ending December 31, 2004, if such sale
has not been completed prior to the Election Date.




At the Company’s option, Employee agrees to continue serving as a
director of the Company after the Election Date and until December
31, 2004 to assist in the transition to a new CEO and President,
and Employee consents to being named as a nominee in any proxy
statement of the Company relating to the election of directors for
a term prior to December 31, 2004. Employee agrees to resign as a
director of the Company on December 31, 2004.




          3. Section 4:




          Section 4 of the Agreement is amended by replacing the sentence “Upon an
Election, the term of Employee’s employment by the Company shall convert
automatically to a two-year term beginning on the date of such Election,” with
the following sentence:




“Upon an Election, the term of Employee’s employment by the
Company shall convert automatically to a term beginning on the
Election Date and ending on the later of the third anniversary of
the Election Date or December 31, 2006.”




          4. Section 5(a):




          Section 5(a) of the Agreement is amended and restated to read in its
entirety as follows:




     “(a) Salary. (i) Before an Election, the Company shall pay
Employee a minimum base annual salary, before deducting all
applicable withholdings, of $330,000 per year, payable at the
times and in the manner dictated by the Company’s standard payroll
policies. The minimum base annual salary shall be reviewed
annually, at the end of the Company’s fiscal year, by the
Compensation Committee of the Board and may be increased, but
shall not be decreased; (ii) during the period commencing on the
Election Date and ending on the later of the first anniversary of
the Election Date or December 31, 2004, Employee’s base annual
salary shall remain at the same level as it was on the Election
Date; (iii) during the 12 months following the period described in
the foregoing clause (ii), Employee’s base annual salary shall be
$330,000, regardless of the level of base annual salary being paid
to Employee prior to the Election Date; and (iv) during the 12
months following the period described in the foregoing clause (iii),



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Employee’s base annual salary shall be $100,000, regardless of the
level of base annual salary being paid to Employee prior to the
Election Date.”




          5. Section 5(b).




          Clause (iii) of Section 5(b) is amended by adding at the end thereof the
following text:




“; provided, that if the Election Date occurs prior to December 31, 2003, Employee’s incentive bonus pursuant to the Company’s
incentive bonus program for 2003 will be calculated as if Employee
served as President/CEO for all of 2003.”




          6. Section 6.




          Section 6 of the Agreement is amended by adding at the end thereof the
following text:




“Upon Employee’s acceptance of employment with another employer in
connection with which Employee works, or is expected to work,
1,000 hours or more per year, Employee shall no longer be entitled
to participate in any health, dental, retirement or other employee
benefit plans of the Company. During the term of Employee’s
employment under this Agreement, Employee shall be considered as
an employee for the purposes of any Company stock option plans.”




          7. Section 8(a).




               The second sentence of Section 8(a) is amended and restated to read in its
entirety as follows:




“In the event of termination for Cause, the Company’s sole
obligation under this agreement shall be to pay Employee the
minimum base salary due him through the date of termination and
thereafter Employee shall not be entitled to any incentive bonus,
special bonus or other benefit or payment whatsoever hereunder.”




          8. Section 10(a).




          Section 10(a) of the Agreement is amended and restated in its entirety to
read as follows:




“(a)  On or After December 31, 2003. Employee may make an Election
at any time on or after December 31, 2003.”



          9.  Section 10(b).




          The heading and first sentence of Section 10(b) of the Agreement are
amended and restated to read in their entirety as follows:



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“(b) Before December 31, 2003. Employee shall be entitled to make
an Election before December 31, 2003 only if ‘Good Reason’
exists.”




          10. Exhibit B




          Section I of Exhibit B to the Agreement is amended and restated in its
entirety to read as set forth on the attached Exhibit B.




          11. Miscellaneous




          Except as amended above, the Agreement remains in full force and effect.




          This First Amendment to the Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, and all such
counterparts shall constitute but one instrument.




          This First Amendment to the Agreement has been executed by the parties as
of August 30, 2003.




	 	 	 	 	 
	 	 	ORTHOLOGIC
CORP.

(the “Company”)
	 	 	 	 	 
	 	 	
By:
	 	/s/ John M. Holliman, III
	 	 	 	 	

	 	 	 	 	John M. Holliman, III

Chairman of the Board
	 	 	 	 	 
	 	 	THOMAS R. TROTTER
	 	 	 	 	 
	 	 	
By:
	 	/s/ Thomas R. Trotter
	 	 	 	 	

	 	 	 	 	“Employee”
	 	 	 	 	 





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EXHIBIT B




CALCULATION OF SPECIAL BONUSES




I. BONUS AFTER A CHANGE IN CONTROL




     Upon the closing of a Change in Control prior to the Election Date,
Employee shall be entitled to receive, as a lump sum, a special bonus payment
according to the following schedule:




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     If the net per share price falls between targets listed above, a
straight-line interpolation of the lump sum bonus amount shall occur. The net
per share prices described above shall be equitably adjusted to reflect any
recapitalization, reclassification, stock split, stock combination or the like
occurring prior to the Change in Control.




     In addition, Employee shall be entitled to receive the foregoing special
bonus payment upon the closing of a Change in Control after the Election Date
and before December 31, 2004, if the Change of Control involves the acquisition
of a majority of the voting power of the Company’s outstanding common stock or
substantially all the assets of the Company by any party with whom the Company,
prior to the Election Date, had engaged in substantive discussions in respect
of either (i) such transaction or (ii) a Sale of the Bone Stimulation Business.




II. BONUS AFTER A SALE OF THE BONE-STIMULATION BUSINESS




     Upon the closing of a Sale of the Bone-Stimulation Business prior to the
Election Date, or after the Election Date and prior to December 31, 2004,
Employee shall be entitled to receive, as a lump sum, a special bonus payment
equal to one-half of 1% of the selling price.



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