Exhibit 10.25


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


AGREEMENT
dated as of October 22, 2004 between InSight Health Services Corp., a Delaware
corporation (“Company”), and Patricia R. Blank (“Executive”).  InSight Health Services Holdings Corp., a
Delaware corporation (“Parent”) is a party to this Agreement solely for the
purposes of Section 3.07.


 


Company
currently employs Executive and has offered Executive a new position with
Company and Executive wishes to accept such position, in each case subject to
the terms and conditions hereof. 
Accordingly, Company and Executive hereby agree as follows:


 


I.                                         TERM


 


Commencing
on October 22, 2004, Executive is to be employed by Company for rolling twelve
(12) month periods, whereby Executive’s term of employment is twelve (12)
months on a continuing basis, unless earlier terminated in accordance with
Article IV below.


 


II.                                     EMPLOYMENT


 


SECTION 2.01  Employment by Company.  Company, for itself and its subsidiaries and
affiliates, employs Executive for the term of this Agreement to render full
time services as Company’s Executive Vice President - Enterprise Operations and
in such other capacities as the Board of Directors of Company (“Board”) may
assign and, in connection therewith, to perform such duties as are reasonably
consistent with Executive’s position and as the Board shall direct.  Executive agrees to perform such duties as
are reasonably consistent with the duties normally pertaining to the office to
which Executive has been elected or appointed, subject always to the direction
of the Board.  Subject to
Section 5.01 hereof, Executive’s expenditure of reasonable amounts of time
for personal business, charitable or professional activities will not be deemed
a breach of Executive’s undertaking to provide full time services hereunder,
provided that such activities do not interfere materially with Executive’s
rendering of such services.


 


SECTION 2.02  Acceptance of Employment
by Executive.  Executive
accepts such employment and shall render the services required by this Agreement
to be rendered by Executive.  Executive
shall also serve on request during all or any part of the term of this
Agreement as an officer of Company and of any of its subsidiaries or affiliates
without any compensation therefor other than as specified in this Agreement.


 


SECTION 2.03  Place of Employment.  Executive’s principal place of employment
shall be located at 26250 Enterprise Court, Suite 100, Lake Forest, California
92630.  In the event that the principal
place of employment of Executive is relocated to a site that is more than
50 miles from Executive’s principal residence, subject to Section 4.05(a)
hereof, Company may require Executive to relocate Executive’s principal
residence to within 50 miles of such site. 
Notwithstanding the foregoing, Executive acknowledges that the duties to
be performed by


 





















 


Executive
hereunder are such that Executive may be required to travel extensively,
principally within the United States, in connection with Company Business (as
defined below).


 


III.                                 COMPENSATION


 


SECTION 3.01  Salary, Bonuses, Life
Insurance.  As
compensation for the services to be rendered pursuant to this Agreement,
Company shall pay Executive, and Executive shall accept, a salary of  $275,000.00 per annum (“Annual Salary”),
payable in accordance with the payroll policies of Company for senior
executives as from time to time in effect, less such amounts as may be required
to be withheld by applicable federal, state and local law and regulations (the “Payroll
Policies”).


 


In
addition to the Annual Salary, Executive shall be eligible to receive and
Company shall pay an annual bonus based on a percentage of Executive’s Annual
Salary agreed upon by the Executive and the Company’s President and Chief
Executive Officer, (“Bonus”) (a) 75% of which Bonus shall be based upon
Company achieving the goals set forth in a budget prepared by Company
management and adopted or approved by the Board; and (b) 25% of which
Bonus shall be based upon the achievement of other goals mutually agreed upon
by Executive and the President and Chief Executive Officer of Company and
approved by the Board.  Such Bonuses are
payable on the earlier to occur of the date Parent’s (i) annual report on Form
10-K is filed with the Securities and Exchange Commission (“SEC”) for such year
and (ii) year-end audit has been completed for such year.


 


Company
shall purchase and maintain in full force and effect at all times during the
term of this Agreement a policy of term insurance on the life of Executive
payable to such beneficiary or beneficiaries as Executive may designate in an
amount equal to three (3) times the amount of the Annual Salary; provided
Executive shall comply with the issuing insurance company’s requirements for
issuance of the policy.


 


SECTION 3.02  Performance Review. Executive’s performance shall be
reviewed and evaluated by the Board annually during the term of this Agreement.


 


SECTION 3.03  Participation in Employee
Benefit Plans.  Executive
shall be entitled during the term of this Agreement, if and to the extent
eligible, to participate in any life insurance, medical, health and accident
and disability plan or program, pension plan or similar benefit plan of
Company, which may be available to senior executives of Company generally, on
the same terms as such other executives.


 


SECTION 3.04  Expenses.  Subject to such policies as may from time to
time be established by Company for senior executives of Company generally,
Company shall pay or reimburse Executive for all reasonable business expenses
actually incurred or paid by Executive during the term of this Agreement in the
performance by Executive of services under this Agreement, upon presentation of
expense statements or vouchers or such other supporting information as Company
may reasonably require.


 


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SECTION 3.05  Automobile Allowance.  Company shall pay Executive $750 per month
and all reasonable expenses of operating an automobile subject to such policies
as may from time to time be established and amended by Company.


 


SECTION 3.06  Vacation.  Executive shall be entitled to four (4) weeks
of paid vacation each year during the term of this Agreement, which Executive
may accumulate up to eight (8) weeks, to be taken at a time or times which do
not unreasonably interfere with Executive’s duties hereunder.


 


SECTION 3.07  Stock Options.  Parent shall grant stock options to Executive
to purchase shares of Parent common stock in an amount to be determined by the
President and Chief Executive Officer of Company and approved by the board of
directors of Parent.


 


IV.                                TERMINATION


 


SECTION 4.01  Termination upon Death.  If Executive dies during the term of this
Agreement, this Agreement shall terminate as of the date of Executive’s death.


 


SECTION 4.02  Termination upon
Disability.  Executive’s
employment may be terminated by Company due to Executive’s permanent and total
disability (within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended) (“Disability”), so that Executive is unable
substantially to perform Executive’s services required by this Agreement to be
rendered by Executive for (i) a period of three (3) consecutive months or
(ii) for shorter periods aggregating three (3) months during any twelve
(12) month period.  Company may, at any
time after the last day of the three (3) consecutive months of Disability or
the day on which the shorter periods of Disability equal an aggregate of three
(3) months, by 30 days’ written notice to Executive, terminate this Agreement
and Executive’s employment hereunder. 
Any such determination of Disability shall be made by a physician chosen
by a majority of the members of the Board in its sole and unfettered
discretion.  Nothing in this
Section 4.02 shall be deemed to extend the term of this Agreement or of
Executive’s employment hereunder, beyond the term specified in Article I
hereof.


 


SECTION 4.03  Termination for Cause.  If the Board decides that Cause (as defined
below) exists, it may remove Executive for Cause and terminate this Agreement
and the term of Executive’s employment hereunder on the date specified in
written notice to Executive.  If
terminated for Cause, Executive shall have no right to receive any monetary
compensation or benefit hereunder with respect to any period after the date
specified in such notice.  Such notice
may also terminate Executive’s right to enter Company’s premises.  For purposes of this Agreement, the term “Cause”
means any of the following:


 


(a)           Executive has been convicted or pled
guilty or no contest to any crime or offense (other than any crime or offense
relating to the operation of a motor vehicle) which is likely to have a
material adverse impact on the business operations or financial or other
condition of Company, or any felony offense;


 


(b)           Executive has committed fraud or
embezzlement;


 


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(c)           Executive has breached any of
Executive’s obligations under this Agreement and Executive has failed to cure
the breach within 30 business days following receipt of written notice of such
breach from Company;


 


(d)           Company, after reasonable
investigation, finds that Executive has violated material written policies and
procedures of Company, including but not necessarily limited to, policies and
procedures pertaining to harassment and discrimination;


 


(e)           Executive has failed to obey a
specific written direction from the Board (unless such specific written
instruction represents an illegal act), provided that (i) such failure
continues for a period of 30 business days after receipt of such specific
written direction, and (ii) such specific written direction includes a
statement that the failure to comply therewith will be a basis for termination
hereunder; or


 


(f)            any willful act or omission on
Executive’s part which is materially injurious to the financial condition or
business reputation of Company or any of its subsidiaries.


 


SECTION 4.04  Termination in Discretion
of Company.  Company may,
at any time thereafter by 30 days’ written notice to Executive, terminate
this Agreement and the term of Executive’s employment hereunder, and Executive
thereafter shall have only such rights to receive monetary compensation or
benefits hereunder in respect of any period after the effective date of
termination as are provided in Section 4.07 hereof.  Such notice may also terminate Executive’s
right to enter Company’s premises.


 


SECTION 4.05  Voluntary Termination for
Good Reason.  During the
period commencing upon the occurrence of Good Reason (as defined below) and
continuing for 60 days thereafter, Executive shall have the right to terminate
Executive’s employment for Good Reason (as defined below), whereupon Executive
shall become entitled to receive compensation as provided in Section 4.07
hereof.  Termination by the Executive
pursuant to the preceding sentence shall be effective upon 60 days written
notice to Company.  For purposes of this
Agreement, “Good Reason” means any of the following:


 


(a)           the movement by Company, without
Executive’s consent, of Executive’s principal place of employment to a site
that is more than 50 miles from Executive’s principal residence;


 


(b)           a reduction by Company, without
Executive’s consent, in Executive’s Annual Salary, duties and responsibilities,
and title, as they may exist from time to time; or


 


(c)           a failure by Company to comply with
any material provisions of this Agreement which has not been cured within 30
days after notice of such noncompliance has been given by Executive to Company,
or if such failure is not capable of being cured in such time, for which a cure
shall not have been diligently initiated by Company within the 30 day period.


 


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SECTION 4.06  Voluntary Termination
Without Good Reason.  Executive
shall have the right to terminate this Agreement upon 60 days’ written notice
to Company and, upon such termination, Executive shall not have the right to
receive any monetary compensation or benefit hereunder with respect to any
period after the date specified in such notice.


 


SECTION 4.07  Compensation on Termination.


 


(a)           If the term of Executive’s employment
hereunder is terminated pursuant to Section 4.01 hereof, Company shall pay
to the executors or administrators of Executive’s estate or Executive’s heirs
or legatees (as the case may be) all compensation accrued and unpaid up to the
date of Executive’s death.


 


(b)           If the term of Executive’s employment
hereunder is terminated pursuant to Section 4.02, 4.04, 4.05, or 4.07(c)
hereof, Company shall (i) pay to Executive all compensation accrued and
unpaid up to the effective date of termination; (ii) pay to Executive
additional compensation in an amount equal to twelve (12) months of
compensation at the Annual Salary rate then in effect, payable in accordance
with the Payroll Policies; and (iii) maintain, at Company’s expense, in
full force and effect, for Executive’s continued benefit until the earlier of
(x) twelve (12) months after the effective date of termination or
(y) commencement of Executive’s benefits pursuant to full time employment
with a new employer under such employer’s standard benefits program, all life
insurance, medical, health and accident, and disability plans or programs, in
which Executive was entitled to participate immediately prior to the effective
date of termination; provided, that Executive’s continued participation is
permissible under the general terms and provisions of such plans or programs
and provided further, that Company shall be entitled to amend or terminate any
employee benefit plans which are applicable generally to Company’s
employees.  In the event that Executive’s
participation in any such plan or program is prohibited, Company shall arrange
to provide Executive with benefits substantially similar to those which
Executive was entitled to receive under such plans or programs.  Any amounts paid by Company to Executive
under (i) and (ii) above may be reduced, in the case of termination pursuant to
Section 4.02, by the amount which Executive is entitled to receive under
the terms of Company’s long-term disability insurance policy for senior
executives as and if in effect at the effective date of termination.  Any payments made pursuant to this
Section 4.07 shall be reduced by such amounts as are required by law to be
withheld or deducted.


 


(c)           Notwithstanding any provision herein
to the contrary, if Executive is terminated by Company without Cause, or
Executive terminates Executive’s employment for Good Reason, within twelve (12)
months of a Change in Control (as defined herein) which occurs after the
Effective Time, Executive shall be entitled to the payments and benefits set
forth in Section 4.07(b).  For purposes
hereof, a “Change in Control” shall be deemed to have occurred if (i) any
person, or any two or more persons acting as a group, and all affiliates of
such person or persons (a “Group”), who prior to such time beneficially owned
less than 50% of the then outstanding capital stock of Company or Parent, shall
acquire shares of Company’s or Parent’s capital stock in one or more
transactions or series of transactions, including by merger, and after such
transaction or transactions such person or group and affiliates beneficially
own 50% or more of Company’s or Parent’s outstanding capital stock, or (ii)
Company or Parent shall sell all or 


 


5





















 


substantially
all of its assets to any Group which, immediately prior to the time of such
transaction, beneficially owned less than 50% of the then outstanding capital
stock of Company or Parent.


 


(d)           The compensation rights provided for
Executive in this Section 4.07 shall be Executive’s sole and exclusive
remedies with respect to Section 4.01, 4.02, 4.04, 4.05, or 4.07(c)
hereof, and Executive, the executors or administrators of Executive’s estate or
Executive’s heirs or legatees (as the case may be) shall not be entitled to any
other compensation, damages or relief in connection therewith.


 


V.                                    CERTAIN COVENANTS OF EXECUTIVE


 


SECTION 5.01  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


 


6





















 


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 Executive’s
obligations under this Section 5.01 shall be absolute and unconditional.


 


(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) months 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 (d) 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


 


7





















 


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.


 


(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. 
(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 (1) conceived and developed during
normal working hours, and (2) 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”.


 


(ii)           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).


 


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SECTION 5.02  Rights and Remedies Upon
Breach.  If Executive
breaches, or threatens to breach, in any material respect any of the provisions
of Section 5.01 hereof (“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.  In addition to and not in lieu of any other
remedy that Company may have pursuant to this Agreement or otherwise, in the
event of any breach of any provision of Section 5.01 during the period which Executive
is entitled to receive payments and benefits pursuant to Section 4.07, such
period shall terminate as of the date of such breach and Executive shall not
thereafter be entitled to receive any salary or other payments or benefits
under this Agreement, including, but not limited to, any stock options granted
to Executive.


 


SECTION 5.03  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 5.01 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.


 


VI.                                CERTAIN AGREEMENTS


 


SECTION 6.01    (a)   
Customers, Suppliers.  Executive does not have, and at any time
during the term of this Agreement shall not have, any employment with or any
direct or indirect interest in (as owner, partner, shareholder, employee,
director, officer, agent, consultant or otherwise) any customer of or supplier
to Company.


 


(b)           Certain Activities.  Executive during the term of this Agreement
shall not (i) give or agree to give, any gift or similar benefit of more
than nominal value to any customer, supplier, or governmental employee or official
or any other person who is or may be in a position to assist or hinder Company
in connection with any proposed transaction, which gift or similar benefit, if
not given or continued in the future, might adversely affect the business or
prospects of Company, (ii) use any corporate or other funds for unlawful
contributions, payments, gifts or entertainment, (iii) make any unlawful
expenditures relating to political activity to government officials or others,
(iv) establish or maintain any unlawful or unrecorded funds in violation of
Section 30A of the Securities Exchange Act of 1934, as amended, and (v) accept
or receive any unlawful contributions, payments, gifts, or expenditures.


 


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VII.                            MISCELLANEOUS


 


SECTION 7.01  Notices.  Any notice or other communication required or
which may be given hereunder shall be in writing and shall be delivered
personally, telegraphed, telexed or faxed, or sent by certified, registered or
express mail, postage prepaid, and shall be deemed given when so delivered
personally, telegraphed, telexed or faxed, or if mailed, two (2) days after the
date of mailing, as follows:


 


	
  (i)

  	
  If
  to Company, addressed to it at:

  	
  InSight
  Health Services Corp.

  
	
   

  	
   

  	
  26250
  Enterprise Court, Suite 100

  
	
   

  	
   

  	
  Lake
  Forest, CA 92630

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
  Facsimile
  No.: (949) 462-3703

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
  If
  to Parent, addressed to it at:

  	
  InSight
  Health Services Holdings Corp.

  
	
   

  	
   

  	
  c/o
  J.W. Childs Associates, L.P.

  
	
   

  	
   

  	
  111
  Huntington Avenue, Suite 2900

  
	
   

  	
   

  	
  Boston,
  MA 02199

  
	
   

  	
   

  	
  Attention:
  Edward D. Yun

  
	
   

  	
   

  	
  Facsimile
  No.: (617) 753-1101

  
	
   

  	
   

  	
   

  
	
   

  	
  with
  copies to:

  	
  The
  Halifax Group, L.L.C.

  
	
   

  	
   

  	
  1133
  Connecticut Avenue, N.W., Suite 700

  
	
   

  	
   

  	
  Washington,
  D.C. 20036

  
	
   

  	
   

  	
  Attention:
  David Dupree

  
	
   

  	
   

  	
  Facsimile
  No.: (202) 296-7133

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kaye
  Scholer LLP

  
	
   

  	
   

  	
  425
  Park Avenue

  
	
   

  	
   

  	
  New
  York, NY 10022

  
	
   

  	
   

  	
  Attention:
  Stephen C. Koval, Esq.

  
	
   

  	
   

  	
  Facsimile
  No.: (212) 836-8689

  



 


(iii)          If to Executive, to the address or
facsimile set forth below Executive’s signature hereto. Any party hereto may,
by notice to the other, change the address for receipt of notices hereunder.


 


SECTION 7.02  Entire Agreement.  This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes
all prior agreements, written or oral, with respect thereto.


 


SECTION 7.03  Waivers and Amendments.  This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms and conditions hereof
may be waived, amended, modified, superseded, canceled, renewed or extended,
only by a written instrument signed by Executive, Company and Parent.  No waiver of any provision of this Agreement
shall


 


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be
deemed to be a waiver of any other provision, whether or not similar.  No such waiver shall constitute a continuing
waiver.  No delay on the part of either
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of either party of any right,
power or privilege hereunder, preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder.


 


SECTION 7.04  Assignment.  This Agreement is personal to Executive, and
Executive’s rights and obligations hereunder may not be assigned by
Executive.  Company may assign this
Agreement and its rights, together with its obligations, hereunder (i) in
connection with any sale, transfer or other disposition of all or substantially
all of its assets or business(s), whether by merger, consolidation or
otherwise; or (ii) to any wholly owned subsidiary of Company, provided
that Company shall remain liable for all of its obligations under this
Agreement.


 


SECTION 7.05  Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


SECTION 7.06  Headings.  The article and section headings in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.


 


SECTION 7.07  Number.  Unless the context of this Agreement
otherwise requires, words using the singular or plural number will also include
the plural or singular number.


 


SECTION 7.08  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.  Subject to Section 7.11
below, 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 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.


 


SECTION 7.09  Expenses.  Should either party institute an action to
enforce this Agreement or any provision hereof, or for damages by reason of any
alleged breach of this Agreement or any provisions hereof, Executive shall be
entitled to receive from Company Executive’s reasonable travel and living
expenses, incurred by Executive in connection with preparation for and
participation in any proceeding relating to the action if Executive is the
prevailing party or such portion thereof as the court  may award.


 


SECTION 7.10  Effective Date.  This Agreement shall be effective as of
October 22, 2004.


 


SECTION 7.11  
(a)   Resolution of Disputes.  Executive and Company mutually agree and
understand that as an inducement for Company to enter into this Agreement,
Executive and Company agree and consent to the resolution by arbitration of all
claims or controversies, past,


 


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present
or future, whether arising out of the employment relationship (or its
termination) or relating to this Agreement that Company may have against
Executive or that Executive may have against Company or against its officers,
directors, employees or agents in their capacity as such or otherwise. The only
claims that are arbitrable are those that, in the absence of this arbitration
provision, would have been justiciable under applicable state or federal law.
The claims covered by this arbitration provision, include, but are not limited
to, claims for wages or other compensation due; claims for breach of any
contract or covenant (express or implied); tort claims; claims for
discrimination, retaliation or harassment (including, but not limited to, race,
sex, sexual orientation, religion, national origin, age, marital status, or
medical condition, handicap or disability); claims for benefits (except claims
under an employee benefit or pension plan that either (i) specifies that its
claims procedure shall culminate in an arbitration procedure different from
this one, or (ii) is underwritten by a commercial insurer which decides the
claims); and claims for violation of any federal, state, or other governmental
law, statute, regulation or ordinance, except claims excluded in Section 7.10
(b) below.


 


Except
as otherwise provided in this arbitration provision, both Company and Executive
agree that neither of them shall initiate or prosecute any lawsuit or administrative
action (other than an administrative charge of discrimination) in any way
related to any claim covered by this arbitration provision.


 


(b)           Claims Excluded From
Arbitration.  Claims
Executive may have for workers’ compensation or unemployment compensation
benefits are not covered by this arbitration provision. Also not covered are
claims by Company for injunctive and/or other equitable relief, including but
not limited to those for unfair competition and/or the use and/or unauthorized
disclosure of Trade Secrets or confidential information, as to which Executive
understands and agrees that Company may seek and obtain relief from a court of
competent jurisdiction.


 


(c)           Arbitration Procedures. Executive and Company understand and
agree that the arbitration will take place in Orange County, California, in
accordance with the California Employment Dispute Resolution Rules of the
American Arbitration Association then in effect in the State of California, and
judgment upon such award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof. The decision of the arbitrator(s) shall be
bound by generally accepted legal principles, including, but not limited to,
all rules of law and legal principles concerning potential liability, burdens
of proof, and measure of damages found in all applicable California statutes
and administrative rules and codes, and all California case law.


 


 


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IN
WITNESS WHEREOF, the parties have executed this Executive Employment Agreement
as of the date first above written.


 


	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  INSIGHT
  HEALTH SERVICES CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael N. Cannizzaro

  	
   

  
	
   

  	
   

  	
   Name:
  Michael N. Cannizzaro

  
	
   

  	
   

  	
   Title:
  Chairman, President and

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Patricia R. Blank

  	
   

  
	
   

  	
  Name:
  Patricia R. Blank

  
	
   

  	
   

  	
   

  
	
   

  	
  Address
  and Facsimile Number:

  
	
   

  	
   

  	
   

  
	
   

  	
  22
  Regalo Drive

  	
   

  
	
   

  	
  Mission
  Viejo, CA 92692

  	
   

  
	
   

  	
  Fax:
  (949) 830-3976

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARENT

  
	
   

  	
   

  	
   

  
	
   

  	
  INSIGHT
  HEALTH SERVICES

  HOLDINGS CORP.

  
	
   

  	
  (solely
  for the purpose of Section 3.07)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael N. Cannizzaro

  	
   

  
	
   

  	
   

  	
   Name:
  Michael N. Cannizzaro

  
	
   

  	
   

  	
   Title:
  Chairman, President and

  
	
   

  	
   

  	
  Chief
  Executive Officer

  



 


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