Exhibit 10.31


May 9, 2005


 


Mr. Paul S. Viviano


19432 Beckonridge Lane


Huntington Beach, CA  92648


AMENDED AND RESTATED AGREEMENT


Dear Mr. Viviano:


1.     Reference is made to (i) the Alliance Imaging, Inc. 1999 Equity
Plan (the “Option Plan”) and (ii) the Stock Option Agreements (the “Option
Agreements”) between Alliance Imaging, Inc. (the “Company”) and you, dated as
of January 2, 2003, January 5, 2004 and January 3, 2005.  In consideration of the Company granting you
options under the Option Plan, executing and delivering the Option Agreements
and making the payments described in Paragraph 5 below, you agree that no
Competition Event (as defined below) shall occur prior to two years after the
Date of Termination (as defined in the employment agreement between the Company
and you as of the date hereof (the “Employment Agreement”)).  Defined terms used but not defined herein
shall have the meaning ascribed thereto in the Employment Agreement.


2.     For purposes of this letter agreement, a Competition Event shall
occur if you directly or indirectly (i) engage in any imaging business or any
other business that becomes material to the Company’s business during your
employment by the Company (the “Company Business”) within the United States
that is the same or substantially similar to or competitive with any service
provided by the Company; (ii) compete or participate as agent, employee,
consultant, advisor, representative or otherwise in any enterprise engaged in a
business which has any operations engaged in the Company Business within the
United States that is the same or substantially similar to or competitive with
any service provided by the Company; or (iii) compete or participate as a
stockholder, partner or joint venturer, or have any direct or indirect
financial interest, in any enterprise which has any material operations engaged
in the Company Business within the United States that is the same or
substantially similar to or competitive with any service provided by the
Company; provided, however, that nothing contained herein shall
prohibit you from (A) owning, operating or managing any business, or acting
upon any business opportunity, after obtaining approval of a majority of the
Board of Directors of the Company and a majority of the independent members of
the Board of Directors of the Company (if any); (B) acting in the capacity of a
Chief Executive Officer or Chief Operating Officer of a hospital or health
system which may have diagnostic imaging operations; or (C) owning no more than
five percent (5%) of the equity of any publicly traded entity with respect to
which you do not serve as an officer, director, employee, consultant or in any
other capacity other than as an investor.


 





















 


3.     As a means reasonably designed to protect certain confidential
information of the Company which would otherwise inherently be utilized in the
following proscribed activities, and in partial consideration of the Company’s
covenant to make the payments described in Paragraph 5, you agree that you will
not, prior to the date you cease to receive payments under Paragraph 5 below,
solicit or make any other contact with, directly or indirectly, any customer of
the Company as of the Date of Termination with respect to the provision by you
of any service to any such customer that is the same or substantially similar
to any service provided to such customer by the Company.


4.     In partial consideration of the Company’s covenant to make the
payments described in Paragraph 5, you agree that you will not, prior to the
date you cease to receive payments under paragraph 5, solicit or make any other
contact with, directly or indirectly, any employee of the Company on the Date
of Termination (or any person who was employed by the Company at any time
during the three-month period prior to the Date of Termination) with respect to
any employment, services or other business relationship.


5.     In partial consideration of your covenants contained herein, the
Company shall, following the Date of Termination, pay you an amount equal to twice
the sum of (A) your annual base salary as of the Date of Termination plus (B)
your Bonus.  All payments under this
Paragraph 5 shall be made in equal installments on a bi-weekly basis over a two
year period.  Notwithstanding the
foregoing, the Company shall not be obligated to make any payments under this
Paragraph 5 to you if you (x) fail to cure a breach of this Agreement within
fifteen days after receipt of notice of such breach from the Company, or (y) if
your employment with the Company is terminated by reason of your death or
disability or for Cause or by reason of your resignation other than for Good
Reason.


6.     For purposes of this Letter Agreement, “Bonus” means the actual
cash bonus earned by you for the calendar year completed immediately prior  to the Date of Termination.


7.     Notwithstanding paragraph 1 through 4 hereof, if the Company
shall fail to make any payment to you that the Company is obligated to make
pursuant to Paragraph 5 and such failure shall continue for more than five days
after receipt of notice from you, all future payments to you under Paragraph 5
shall become immediately due and payable and you shall be relieved of all
obligations under this Agreement.


 


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8.     For purposes of paragraph 2 through 4 hereof,
the term Company shall include Alliance Imaging, Inc., its subsidiaries and/or
its affiliates.


9.     You acknowledge that irreparable damage would occur in the event
of a breach of the provisions of this Agreement by you.  It is accordingly agreed that, in addition to
any other remedy to which it is entitled at law or in equity, the Company shall
be entitled to an injunction or injunctions to prevent breaches of this letter
agreement and to enforce specifically the terms and provisions of this letter
agreement.


10.   If, at the time of enforcement, any sentence,
paragraph, clause, or combination of the same of this Agreement is in violation
of the law of any state where applicable, such sentence, paragraph, clause, or
combination of the same shall be void in the jurisdictions where it is
unlawful, and the remainder of this Agreement shall remain binding on the
parties.  In the event that any part of
any covenant of this Agreement is determined by a court of law to be overly
broad thereby making the covenant unenforceable, the parties agree that such
court shall substitute a judicially enforceable limitation in its place, and
that as so modified, the covenants shall be binding upon the parties as if
originally set forth in this Agreement.


11.   This Letter Agreement embodies the entire
understanding of the parties hereto and will supersede all other oral or
written agreements between them regarding the subject matter hereof.


If
you are in agreement with the foregoing, please sign a copy of this letter
where indicated below.


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ALLIANCE IMAGING, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Russell D.
  Phillips, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Russell D. Phillips,
  Jr.

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President 

  General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Acknowledged and agreed to as of the date first
  above written:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Paul S. Viviano

  	
   

  	
   

  
	
   

  	
  Name: Paul S. Viviano

  	
   

  	
   

  



 


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