Exhibit 10.17


 


	
  

  	
   

  	
  InSight
  Health Corp.  

  26250 Enterprise Court 

  Suite 100 

  Lake Forest, CA 92630-8405 

   

  Telephone - 949.282.6000
  

  Facsimile - 949.452.0253

  



 


October 13, 2008


 


PERSONAL AND CONFIDENTIAL


 


Mitch
C. Hill


2
Slate Springs


Coto
de Caza, CA 92679


 


Re:  Amendment
to Separation Agreement


 


Dear
Mitch:


 


This Amendment
to Separation Agreement (“Amendment”) is intended to amend the Separation
Agreement (“Agreement”) dated June 27, 2008 among you, InSight Health
Services Corp. (“IHSC”) and InSight Health Services Holdings Corp. (“Holdings”
and with IHSC collectively, “InSight”). Capitalized terms used herein and not
otherwise defined shall have the meanings in the Agreement.


 


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


 


The
paragraph entitled “Separation Payments” in the Agreement is hereby deleted in
its entirety and the following is substituted therefor:


 


Separation
Payments.  In addition
to your final paycheck and payment for any unused accrued vacation through and
including the Effective Date, in accordance with the “Consideration Period” and
“Revocation Period” (defined below), and in consideration for your signing this
Agreement and your agreement to continue to provide services to InSight as set
forth herein, InSight agrees to pay you an amount equal to your current regular
monthly base salary, less applicable taxes and withholdings required by law, on
a regular payroll basis, for a period of 
twelve (12) months, which includes the additional two (2) months
approved as a discretionary bonus (described below) by the Board of Directors
of Holdings, (the “Separation Payments”). The Separation Payments will be made
as follows: (a) the first four (4) months of Separation Payments will
be made on the subsequent pay periods following the Effective Date and (b) the
remaining eight (8) months of Separation Payments will be made in a lump
sum on or before March 15, 2009. The Separation Payments will be sent to
your home address as set forth above. 
Notwithstanding the foregoing, in the event that you breach any of the
terms and conditions of this Agreement, including your refusal or inability to
continue to provide the services set forth above to InSight, you shall no
longer be entitled to receive any salary, benefits or Separation 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 sources
during the period you receive Separation Payments.


 


You
and InSight agree that all other terms of the Agreement remain the same. Should
there be any conflict between the terms of the Agreement and this Amendment,
the terms and conditions of this Amendment shall control.


 


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 3,
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.

  



 


Enclosure


 


ACKNOWLEDGED
AND AGREED:


 


	
  Dated:
  October 13, 2008.

  	
  /s/
  Mitch C. Hill

  
	
   

  	
  Mitch
  C. Hill

  



 


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