Exhibit 10.18


 


	
  

  	
   

  	
   

  	
  InSight
  Health Corp.

  
	
   

  	
   

  	
  26250 Enterprise Court

  Suite 100

  Lake Forest, CA 92630-8405

  

  Telephone - 949.282.6000

  Facsimile - 949.452.0253

  
	
   

  	
   

  	
   

  	
   

  
	
  October 28, 2008

  	
   

  	
   

  	
   

  



 


PERSONAL AND CONFIDENTIAL


 


Marilyn
U. MacNiven-Young


5171/2 Marigold


Corona
Del Mar, CA 92625


 


Re:  Amendment
to Separation Agreement


 


Dear
Marilyn:


 


This
Amendment to Separation Agreement (“Amendment”) sets forth the terms and
conditions of your agreement to be available to perform consulting services for
InSight Health Services Holdings Corp. (“InSight” or “Company”) following the
end of your employment with the Company and InSight Health Services Corp. (“IHSC”),
in each case effective October 31, 2008. 
This Amendment amends and supplements the Separation Agreement dated May 25,
2008 among you, the Company and IHSC (“Separation Agreement”).  Other than as reflected in this Amendment,
all other terms and conditions of the Separation Agreement remain the
same.  As the General Counsel of the
Company, you performed valuable services for the Company for more than
seventeen (17) years and possess certain knowledge about the Company and its
affairs that will be of value to the Company following the end of your
employment.


 


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


 


Consulting
Services.  Effective as
of November 1, 2008, 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 1, 2008. 
The engagement as a consultant shall be through September 30, 2009,
in other words through the filing of the Company’s annual report on Form 10-K
for the fiscal year ending June 30, 2009 and the completion of the proxy
materials for the Company’s 2009 annual meeting of stockholders ( “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 be available to 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.


 


MacNiven-Young.Amendment to Separation Agreement


 

















 


Retainer/Consulting
Payments.  In
consideration for your signing this Amendment and agreeing to the terms and
conditions hereof, InSight agrees to pay you a retainer to ensure your
continuing availability to the Company through the Consulting Period in an
amount equal to $26,855 each month, without withholding or deduction (“Retainer
Payments”), and an additional amount equal to $800 per hour for each hour of
consulting services provided by you to the Company at the Company’s request (“Consulting
Payments”) (such Retainer Payments and Consulting Payments are collectively
referred to herein as the “Consulting Payments”).  The Consulting Payments will be sent to your
home address as set forth above on this Amendment.  Retainer Payments will be paid in advance,
with the first payment being made on November 1, 2008 and continuing
through September 1, 2009. 
Consulting Payments will be paid within 30 days of receipt of an invoice
from you reflecting the number of hours of consulting services.  Notwithstanding the foregoing, in the event
that you breach any of the terms and conditions of this Amendment or the
Separation 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 consulting services under this Amendment, 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.  For the avoidance of doubt, the Consulting
Payments shall replace and be in lieu of any Separation Payments you were
otherwise to receive under the Separation Agreement.


 


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 1, 2008 through September 30,
2009, 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 paying 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 consulting services to the Company
pursuant to this Amendment.


 


Consideration
Period.  You have until
5:00 p.m. on November 19, 2008, or twenty-one (21)  days from receipt of this Amendment to
consider it.  InSight hereby advises you
to consult with an attorney before signing this Amendment.


 


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


 


2

















 


Please
acknowledge your understanding and acceptance of this Amendment by signing this
Amendment below and returning it to me no later than 5:00 p.m. on November 19,
2008, or on the twenty-first (21st) day from the day you receive this
Amendment.  An extra copy of this
Amendment has been signed by me and is enclosed for your records.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Louis E.
  Hallman, III

  
	
   

  	
  Louis E. Hallman, III

  
	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
  InSight Health Services
  Corp. and

  
	
   

  	
  InSight Health Services
  Holdings Corp.

  



 


 


Enclosures


 


ACKNOWLEDGED
AND AGREED:


 


	
  Dated: October 29,
  2008.

  	
  /s/ Marilyn U.
  MacNiven-Young

  
	
   

  	
  Marilyn U.
  MacNiven-Young

  



 


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