Exhibit
10.7


 


EXECUTION
COPY


 


EMPLOYMENT
AGREEMENT


 


EMPLOYMENT AGREEMENT (the “Agreement”)
dated March 4, 2008 by and between Lantheus Medical Imaging, Inc., a
Delaware corporation (the “Company”) and
Larry Pickering (“Executive”).


 


The Company desires to employ Executive and to enter
into an agreement embodying the terms of such employment;


 


Executive desires to accept such employment and enter
into such an agreement;


 


In consideration of the premises and mutual covenants
herein and for other good and valuable consideration, the parties agree as
follows:


 


1.                                       Term.  Executive’s employment with the Company
commenced as of January 8, 2008 (the “Effective Date”)
and, unless earlier terminated in accordance with this Agreement, shall
terminate on the first anniversary of the Effective Date; provided that
the Company may, upon thirty-days prior written notice, extend the term of
employment under this Agreement by one year on each of anniversary of the
Effective Date.  Executive’s employment
hereunder shall be “at-will” employment.


 


2.                                       Position.  Commencing as of the Effective Date,
Executive shall serve as the Company’s Executive Chairman, in charge of
strategy, research and development of the Company and/or such other duties and
authority as may be assigned from time to time by the Board of Directors of
Lantheus MI Holdings, Inc. (the “Holdings”) (the
“Board”).  If requested, Executive shall serve as a
member of the Board or an officer or a member of the Board of Directors of any
of the Company’s subsidiaries or affiliates without additional compensation.


 


3.                                       Base Salary.  During Executive’s employment hereunder, the
Company shall pay Executive a base salary at the annual rate of $500,000 (as
adjusted from time to time, the “Base Salary”),
payable in regular installments in accordance with the Company’s payment
practices from time to time.


 


4.                                       Annual Bonus.  With respect to each full fiscal year of
employment hereunder, Executive shall be eligible to earn an annual bonus award
of up to one hundred percent (100%) of Executive’s Base Salary based upon
achievement of annual EBITDA and other performance targets reasonably
established by the Compensation Committee of the Board within the first three
months of each fiscal year (the “Annual Bonus”).  The Annual Bonus, if any, shall be paid to
Executive between March 1st and April 1st of the fiscal year immediately
following the fiscal year in respect of which the Annual Bonus was earned.


 


5.                                       Equity.  On the Effective Date or as soon as practicable thereafter, Executive shall be granted, under the Lantheus MI  Holdings, Inc. 2008 


 

















 


Equity
Incentive Plan, a nonqualified stock option to purchase approximately 1.5% of
the shares of common stock of Holdings as of the Effective Date.  50% of such grant will vest over a four-year
period based on the passage of time (the “Time Options”),
and 50% of such grant will vest over a four-year period based on the
achievement of annual EBITDA targets established by the Compensation Committee
of the Board (the “Performance Options”);
provided, that vesting of the Time Options and the Performance Options
over such four-year period shall occur at a rate of up to 40% at the end of the
first year and up to 20% each year thereafter. 
On the date of grant of the stock option, Executive shall execute the
Management Shareholders’ Agreement among (i) Holdings, (ii) Avista
Capital Partners, LP, Avista Capital Partners (Offshore), LP and ACP-Lantern
Co-Invest, LLC, and (iii) certain other person, firm, partnership, joint
venture, association, corporation or other business organization, entity or
enterprise whatsoever (“Person”) listed
on Schedule A attached thereto, as the same may be updated from time to time.


 


6.                                       Business Expenses/Per Diem.


 


a.                                       During Executive’s employment hereunder, reasonable business expenses
incurred by Executive in the performance of Executive’s duties hereunder shall
be reimbursed by the Company in accordance with Company policies.


 


b.                                      During Executive’s employment hereunder, Executive shall
receive a per diem of $150 for each full day of work performed in Billerica,
MA, unless Executive stays in a hotel during such stay in Billerica, MA.


 


7.                                       Termination.  Executive’s employment hereunder may be
terminated by either party at any time and for any reason; provided that
Executive will be required to give the Company at least 60 days advance written
notice of any resignation of Executive’s employment.  Executive shall not be entitled to any
severance or termination benefits upon any termination of employment with the
Company, except that if Executive’s employment is terminated by the Company for
any reason prior to the first anniversary of the Effective Date, Executive
shall be entitled to a lump sum cash payment, payable within 30 days following
such termination, equal to (i) the portion of Executive’s Base Salary
which Executive would have received during the period from the termination date
through the first anniversary of the Effective Date and (ii) the target
Annual Bonus (i.e., following such a termination by the Company, Executive shall
have received total base compensation (Base Salary plus Annual Bonus) equal to
$1,000,000 pursuant to this Agreement).  Upon termination of Executive’s employment for any reason, Executive shall
resign, as of the date of such termination and to the extent applicable, from
the Board (and any committees thereof) and the Board of Directors (and any
committees thereof) of any of the Company’s subsidiaries or affiliates unless,
in each case, as otherwise directed by the Board in its sole discretion.


 


8.                                       Confidentiality.  Executive
will not at any time (whether during or after Executive’s employment with the
Company) (x) retain or use for the benefit, purposes or account of
Executive or any other Person; or (y) disclose, divulge, reveal, 


 


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communicate,
share, transfer or provide access to any Person outside the Company (other than
its professional advisers who are bound by confidentiality obligations), any
non-public, proprietary or confidential information — including, without
limitation, trade secrets, know-how, research and development, software,
databases, inventions, processes, formulae, technology, designs and other
intellectual property, information concerning finances, investments, profits,
pricing, costs, products, services, vendors, customers, clients, partners,
investors, personnel, compensation, recruiting, training, advertising, sales,
marketing, promotions, government and regulatory activities and approvals —
concerning the past, current or future business, activities and operations of
the Company, its subsidiaries or affiliates and/or any third party that has
disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written
authorization of the Board.  Confidential Information shall not include any
information that is (A) generally known to the industry or the public
other than as a result of Executive’s breach of this covenant or any breach of
other confidentiality obligations by third parties; (B) made legitimately
available to Executive by a third party without breach of any confidentiality
obligation; or (C) required by law to be disclosed; provided that
Executive shall give prompt written notice to the Company of such requirement,
disclose no more information than is so required, and cooperate with any
attempts by the Company to obtain a protective order or similar treatment.


 


9.                                       Miscellaneous.


 


a.                                       Governing Law.  This Agreement shall be governed by,
construed and interpreted in all respects, in accordance with the laws of the
State of New York, without regard to conflicts of laws principles thereof.


 


b.                                      Entire Agreement; Amendments.  This Agreement contains the entire
understanding of the parties with respect to the employment of Executive by the
Company.  There are no restrictions,
agreements, promises, warranties, covenants or undertakings between the parties
with respect to the subject matter herein other than those expressly set forth
herein.  This Agreement may not be
altered, modified, or amended except by written instrument signed by the
parties hereto.


 


c.                                       No Waiver.  The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver of such party’s rights or deprive such party of the right thereafter
to insist upon strict adherence to that term or any other term of this
Agreement.


 


d.                                      Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions of this Agreement shall not be affected thereby.


 


e.                                       Assignment.  This Agreement, and all of Executive’s rights
and duties hereunder, shall not be assignable or delegable by Executive.  Any 


 


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purported assignment or delegation by Executive
in violation of the foregoing shall be null and void ab  initio
and of no force and effect.  This
Agreement may be assigned by the Company to a Person which is an affiliate or a
successor in interest to substantially all of the business operations of the
Company.  Upon such assignment, the
rights and obligations of the Company hereunder shall become the rights and
obligations of such affiliate or successor Person.


 


f.                                         Dispute Resolution.  Except with respect to Section 8 hereof,
any controversy or claim arising out of or related to any provision of this
Agreement that cannot be mutually resolved by the parties hereto shall be settled
by final, binding and non-appealable arbitration in New York, NY by a single
arbitrator.  Subject to the following
provisions, the arbitration shall be conducted in accordance with the
applicable rules of American Arbitration Association then in effect.  Any award entered by the arbitrator shall be
final, binding and non-appealable and judgment may be entered thereon by either
party in accordance with applicable law in any court of competent jurisdiction.  This arbitration provision shall be
specifically enforceable.  The arbitrator
shall have no authority to modify any provision of this Agreement or to award a
remedy for a dispute involving this Agreement other than a benefit specifically
provided under or by virtue of the Agreement. 
Each party shall be responsible for its own expenses relating to the
conduct of the arbitration or litigation (including attorney’s fees and
expenses) and shall share the fees of the American Arbitration Association and
the arbitrator equally.


 


g.                                      Compliance with Section 409A of the Code.  Anything to the contrary
herein notwithstanding, all benefits or payments provided by the Company to the
Executive that would be deemed to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended
and the regulations thereunder (collectively, the “Code”)
are intended to comply with Section 409A of the Code.  If, however, any such benefit or payment is
deemed not to so comply, the Company and the Executive agree to renegotiate in
good faith any such benefit or payment (including, without limitation, as to
the timing of any severance payments payable hereof), if possible, so that
either (i) Section 409A of the Code will not apply or (ii) compliance
with Section 409A of the Code will be achieved.  Neither the Company nor any of its employees
or representatives shall have any liability to Executive with respect to the
application of this Section 9(g).


 


h.                                      Successors; Binding Agreement.  This Agreement shall inure to the benefit of
and be binding upon personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.


 


i.                                          Notice.  For the purpose of this Agreement, notices
and all other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered by hand or overnight
courier or three days after it has been mailed by United States registered
mail, return receipt requested, postage prepaid, addressed to the respective addresses
set forth below in this Agreement, or to such other address as either party may
have furnished to the other in writing in 


 


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accordance herewith, except that notice of
change of address shall be effective only upon receipt.


 


	
  If to the Company:

  	
  Lantheus Medical Imaging, Inc.

  
	
   

  	
  c/o Avista Capital Partners, LP

  
	
   

  	
  65 East 55th Street, 18th Floor

  
	
   

  	
  Attention:

  	
  Ben Silbert, Esq.

  
	
   

  	
  Facsimile:

  	
  (212) 593-6959

  
	
   

  	
  Email:

  	
  silbert@avistacap.com

  
	
   

  	
   

  	
   

  
	
  If to Executive:

  	
  Larry Pickering

  
	
   

  	
  26130 Mandevilla
  Dr.

  
	
   

  	
  Bonita Spgs., FL
  34134

  
	
   

  	
  Facsimile:   (239)
  992-9856

  
	
   

  	
  Email:           
  pickering@avistacap.com

  



 


j.                                          Cooperation.  Executive shall provide the Company
reasonable cooperation in connection with any action or proceeding (or any
appeal from any action or proceeding) which relates to events occurring during
Executive’s employment hereunder.  This
provision shall survive any termination of this Agreement or Executive’s
employment.


 


k.                                       Withholding Taxes.  The Company may withhold from any amounts
payable under this Agreement such Federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.


 


l.                                          Counterparts.  This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


 


[Signatures on following page]


 


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IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the day and year first above written.


 


	
  Lantheus Medical Imaging, Inc.

  	
   

  	
  LARRY PICKERING

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David Burgstahler

  	
   

  	
  /s/ Larry Pickering

  
	
  By:

  	
  David Burgstahler,

  	
   

  	
   

  
	
   

  	
  Authorized Representative

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Lantheus MI Holdings, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David Burgstahler

  	
   

  	
   

  
	
  By:

  	
  David Burgstahler,

  	
   

  	
   

  
	
   

  	
  Authorized Representative

  	
   

  	
   

  



 


[Signature Page to Pickering Employment
Agreement]