**EXHIBIT 10.45**

 

**MOBILE PET SYSTEMS, INC.**

**EMPLOYMENT AGREEMENT**

 

**SECTION ONE**

 

**PARTIES**

 

1.1. This Employment Agreement (this “Agreement”) is made and entered into, and is effective, as of October 25, 2002 (the“Effective Date”), between Mobile PET Systems, Inc., a Delaware corporation (the “Company”), and Craig Froley, an individual (the “Executive”). 

 

**SECTION TWO**

 

**RECITALS**

 

2.1. This Agreement is made with reference to the following facts and circumstances: 

 

(a) The Company has employed Executive as a full-timeemployee since July 29, 2002 and now desires to set forth the terms and conditions of Executive’s employment as set forth below. 

 

(b) The Executive desires to be employed by the Company on the terms and subject to the conditions set forth below.

 

2.2. In consideration of these recitals and themutual promises set forth below, the Company hereby employs the Executive, and the Executive hereby accepts this employment, on the terms and subject to the conditions set forth in this Agreement. 

 

**SECTION THREE**

 

**THE EXECUTIVE’S DUTIES**

 

3.1. POSITION. The Company shall employ the Executive as theCompany’s Senior Vice President of Business Development. 

 

3.2. DUTIES. The Executive shall have the responsibilities and perform the duties normally attendant to such position, subject to the direction of the Company’s Chief Executive Officer (the “CEO”), who shall be theExecutive’s immediate supervisor, and of the Company’s Board of Directors (the “Board”). The Executive shall also have such additional responsibilities and duties for the Company and its subsidiaries, consistent with his positionand expertise, as may be assigned to the Executive from time to time by the CEO or the Board. 

 

3.3. FULL TIME EMPLOYMENT. The Executive shall devote his full energies, interest, abilities and productive time to the performance of his duties under this Agreement from the date herein, and shallnot, without the Company’s prior written consent, render to others services of any kind for compensation or engage in any other business activity that would, in either case, interfere with the performance of his duties under this Agreement.

 

3.4. NO COMPETITION DURING EMPLOYMENT. Duringthe term of his employment by the Company, the Executive shall not, directly or indirectly, whether as a partner, employee, shareholder, investor or otherwise, promote, participate or engage in any activity or other business that directly orindirectly competes with the business of the Employer or its subsidiaries. In addition, the Executive, while employed by the Company, shall not take 

 

any action without theEmployer’s prior written consent to establish, form or become employed by any competing business on termination of his employment by the Company. 

 

3.5. PLACE OF EMPLOYMENT. The Executive shall perform the services he is required to perform under this Agreement at the Company’sexecutive offices as established from time to time by Executive Management; provided, however, that the Executive may be required from time to time to travel in connection with the performance of his duties for the Company and its subsidiaries.

 

**SECTION FOUR**

 

**TERM OF EMPLOYMENT**

 

4.1. TERM. The term of this Agreement (the “Term”)shall be commence on the date first above written and end on July 28, 2003, unless terminated as provided in Section eight hereof. 

 

**SECTION FIVE**

 

**COMPENSATION**

 

5.1. BASE SALARY. The Company shall pay the Executive a base salary (“Salary”) at the rate of $130,000.00 per annum. The Companyshall pay such Salary in arrears in accordance with the Company’s standard payroll practices in effect from time to time. The Executive’s Salary shall be reviewed and considered for possible increase by the Board based upon itsdetermination and evaluation of his performance and such other factors, if any, as it may deem appropriate, not less frequently than annually. 

 

5.2. DISCRETIONARY BONUS. Executive Management shall provide Employee with an annual budget and revenue goals to achieve a bonus to bedetermined by Executive Management. 

 

5.3.OPTIONS. Concurrently and as of even date herewith, the Company shall grant to the Executive options or warrants (“Options”) covering 350,000 shares (the “Option Shares”) of the Company’s common stock, $.0001 par value (the“Common Stock”). The Options shall vest in equal monthly installments over a three year period commencing on March 1, 2002 subject to the Executive continuing to be employed hereunder at the time specified for vesting, shall be exercisableto the extent then vested and shall be exercisable at an exercise price (“Exercise Price”) of $.60 and shall expire to the extent not theretofore exercised upon the earliest to occur of (a) the sixth anniversary of the Effective Date; (b)90 days following the date of termination of the Executive’s employment for any reason other than those set forth below in this Section 5.3(c) hereof; or (c) immediately in the event of any termination by the Company of the Executive’semployment pursuant to Section 8.1 hereof or any termination by the Executive of such employment pursuant to Section 8.3 hereof. The number of Option Shares and the Exercise Price thereof shall be subject to equitable and proportionate adjustment asdetermined by the Board from time to time to reflect stock splits, reverse stock splits, stock dividends, recapitalizations, reclassifications and similar events of dilution. The Options will not be exercisable by the Executive unless or except tothe extent that (a) the underlying Option Shares are registered under the Securities Act of 1933, as amended, and registered or qualified under 

 

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applicable state securitieslaws (collectively, the “Securities Laws”), or (b) in the reasonable opinion of counsel to the Company, exemptions from the registration and qualification provisions of such Securities Laws are applicable to the transaction. The Optionswill also contain such investment representations by the Executive as may reasonably be requested by the Company’s counsel to insure compliance with applicable Securities Laws. The Options will be contained in a separate document in customaryform executed by the Company and the Executive. 

 

**SECTION SIX**

 

**EXECUTIVEBENEFITS**

 

6.1. GENERAL. The Company shallprovide the Executive with the same executive benefits (such as health insurance, sick leave, disability insurance), if any and if needed, that it provides to its other executives generally, as and when he becomes eligible for them. In addition, theExecutive shall be entitled to two weeks of vacation . 

 

6.2. EXPENSE REIMBURSEMENT. The Company shall reimburse the Executive for his reasonable and necessary out-of-pocket expenses incurred in the performance of his duties under this Agreement, upon his timely submission of writtenrequests therefore together with such receipts and documentation as the Company may reasonably request, all in accordance with the Company’s policies and procedures in effect from time to time. 

 

**SECTION SEVEN**

 

**OWNERSHIP OF INTANGIBLES**

 

7.1. All processes, inventions, patents, copyrights,trademarks, and other intangible rights that may be conceived or developed by the Executive, either alone or with others, during his employment by the Company, whether or not conceived or developed during his working hours, and with respect to whichthe Company’s equipment, supplies, facilities or trade secret information were used, or that relate at the time of conception or reduction to practice of the invention to the Company’s business or to its actual or demonstrably anticipatedresearch and development, or that result from any work performed by the Executive for the Company (or its subsidiaries), shall be the sole property of the Company. The Executive shall disclose to the Company all inventions conceived by the Executivewhile employed by the Company and for one year thereafter, whether or not the property of the Company under the preceding sentence, provided that such disclosure shall be received by the Company in confidence. The Executive shall execute alldocuments, including patent applications and assignments, required by the Company to establish its rights under this Section 7.1. 

 

**SECTION EIGHT**

 

**TERMINATION**

 

8.1. TERMINATION BY THE COMPANY, FOR CAUSE. The Company may terminate the Executive’s employment and this Agreement at any timewithout notice if at any time from and after the Effective Date the Executive is convicted of a felony, or of a misdemeanor involving fraud or other moral turpitude; is guilty of gross or habitual inattention to or carelessness or willful misconductin the performance of his duties; is guilty of inattention to 

 

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or carelessness in theperformance of his duties that is not cured within ten days after written notice thereof by the Company; is guilty of any material breach of this Agreement that is not cured within ten days after written notice thereof; fails to abide in anymaterial respects with the Company policies and procedures from time to time in effect; or fails to comply with any lawful orders or directions of the CEO that are not incompatible with his position with the Company or manifestly unreasonable orunethical. 

 

8.2. TERMINATION BY THE COMPANYWITHOUT CAUSE. The Company may terminate the Executive’s employment and this Agreement at any time for any reason whatsoever or no reason, by giving the Executive written notice of its election to do so. If the Company terminates theExecutive’s employment and this Agreement other than for the reasons set forth in Section 8.1, then, subject to the Executive first executing a release that, in form and substance, is reasonably satisfactory to the Company and releases anddischarges the Company and its subsidiaries and their respective officers, directors, employees and representatives from all liabilities of any type they might otherwise be deemed to have to the Executive, the Company shall thereupon be obligated topay to the Executive a payment equal to 1months Salary at the time of termination, which payment may, in the discretion of the Company, be paid as a lump sum or in equal monthly installments beginning the effective date of such termination.

 

8.3. TERMINATION BY RESIGNATION, The Executivemay terminate this Agreement by giving the Company not less than 30 days’ prior written notice of resignation. The Executive shall not be entitled to any Salary or other compensation accruing after the effective date of his resignation underSection 8.2 if he terminates this Agreement. 

 

8.4. TERMINATION ON DISABILITY. If, at the end of any consecutive 90-day period during the Term, the Executive is and has been for the consecutive 90-day period then ending, or for 80% or more of the normal working days during suchconsecutive 90-day period unable due to mental or physical illness or injury to perform his duties under this Agreement in his normal and regular manner, the Executive’s employment and this Agreement shall then terminate, subject to theExecutive’s right to receive any disability benefits then provided by the Company. 

 

8.5. TERMINATION BY DEATH. The Executive’s employment and this Agreement shall terminate upon the Executive’s death, subject to Executive’s estate being entitled to receive any deathbenefits then provided by the Company. 

 

8.6.RIGHTS AND OBLIGATIONS AFTER NOTICE OF TERMINATION. If either the Company or the Executive gives notice of termination of this Agreement, or if it becomes known that this Agreement will otherwise terminate in accordance with its provisions, theCompany may, in its sole discretion and subject to its other obligations under this Agreement, relieve the Executive of his duties under this Agreement. 

 

**SECTION NINE**

 

**CONFIDENTIAL INFORMATION**

 

9.1. CONFIDENTIAL INFORMATION. During the period of time that the Company has been in business, it has acquired, created and developed,and will continue to acquire, create and develop certain confidential and proprietary information, which the Executive has been and 

 

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will continue to be exposed to, and he has had and will continue to have an opportunity to learn about theCompany’s (and its subsidiaries’), customers and employees (including records and information pertaining to such customers and employees, and to the relationship between these customers and employees and the Company and its subsidiaries),operations, methods of doing business, research and development, know-how, formulas, processes, trade secrets, computer programs, algorithms, finances (including all non-public financial statements and information), and other confidential andproprietary information belonging to the Company and its subsidiaries (collectively, “Confidential Information”). The term, “Confidential Information,” includes all documents, materials, and information concerning the Companythat heretofore have been or hereafter are furnished, made available, or otherwise disclosed to or created by the Executive, except information that was or becomes generally available to the public other than as a result of a disclosure by orthrough the Executive. All such information is considered secret and has been and shall at all times be deemed to be disclosed to the Executive in strict confidence. 

 

9.2. DISCLOSURE OF CONFIDENTIAL INFORMATION. Except as required in the performance of his duties hereunder,the Executive shall not directly or indirectly disclose to any third person any of the Company’s or its subsidiaries’ Confidential Information or use any such Confidential Information for any purpose without the Company’s priorwritten consent. This covenant shall survive the termination of this Agreement. 

 

9.3. UNFAIR COMPETITION. The Executive understands, acknowledges and agrees that the Company is engaged in the business of providing and operating Positron Emission Tomography, and hopes to expandthose services to new geographical areas throughout the world. For so long as the Executive is an employee of the Company, he agrees that he will not directly or indirectly compete with the business of the Company or its subsidiaries anywhere in theworld. As used in the preceding sentence, “compete” means, but is not necessarily limited to, the Executive engaging in or carrying on, either for himself or as an officer, director, executive, shareholder, partner, member, agent,associate, consultant or affiliate of, or investor in any other person or entity that is engaged in any activity described in the first sentence of this Section 9.3 or that is competitive with any such activity. The Executive also agrees that for solong as the Executive is an employee of the Company, he will not directly or indirectly recruit, hire, assist others in recruiting or hiring, or refer to others concerning employment, any other person who is an employee of the Company or anyaffiliate of the Company. 

 

9.4. EQUITABLEENFORCEMENT. The Executive represents and agrees that he finds the restrictions contained in Sections 3.4, 9.2 and 9.3 hereof to be fair and reasonable. He also understands, acknowledges and agrees that if he were to breach any of his obligationscontained in Sections 3.4, 9.2 or 9.3 hereof, the Company would suffer immediate and irreparable harm, and that an award of money damages would not be adequate to fully compensate the Company for such harm. Accordingly, if the Executive breaches orthreatens to breach any of his obligations contained in Sections 3.4, 9.2 or 9.3 hereof, the Company shall be entitled to a temporary restraining order and a preliminary or temporary injunction, from any court having jurisdiction, until the issue ofsuch breach or threatened breach is finally determined by arbitration pursuant to Section 10 hereof. If such court determines that it is reasonably likely that an arbitrator or arbitrators will find that any of those obligations are not enforceable,in whole or in part, due to any unreasonable restriction of duration, geographical area or activity, or any combination thereof, such court shall nevertheless enjoin the breach thereof as to such duration, geographical area and activity that thecourt determines is fair and reasonable, pending 

 

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arbitration proceedings to settle any controversy or claim relating to the enforceability of theExecutive’s obligations under Sections 3.4, 9.2 or 9.3 hereof. The court shall not require the Company to post any bond or other surety as a condition to granting and maintaining any temporary restraining order or preliminary injunctionpursuant to this Section 9.4. 

 

**SECTION TEN**

 

**DISPUTE RESOLUTION**

 

10.1. BINDING ARBITRATION. Except to the extent otherwiseexpressly provided for herein, any controversy or claim arising out of or relating to this Agreement, or a breach of this Agreement, shall be settled exclusively by binding arbitration, in San Diego, California, in accordance with the CommercialArbitration Rules of the American Arbitration Association, before a panel of three arbitrators, one appointed by each of the Company and the Executive, and the third chosen by the two so appointed. The decision of the arbitrators shall be final, andjudgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The prevailing party shall be awarded reasonable attorneys and arbitration costs. 

 

10.2. INTERIM RELIEF FROM A COURT. In addition to the interim equitable enforcement provisions of Section9.4, any party may request a court to provide interim or provisional relief, and such request shall not be deemed incompatible with this agreement to arbitrate or as a waiver of that agreement. 

 

10.3. EQUITABLE ENFORCEMENT. The parties acknowledge and agreethat in the event of a breach or threatened breach of this Agreement, or a party’s failure to perform any provision hereof to be performed by that party, damages would be extremely difficult if not impossible to determine, and that the otherparties to this Agreement would not have any adequate remedy at law. The parties agree that an arbitrator may grant injunctive relief and specific performance in his or her award, and that any court having jurisdiction may enforce such equitablerelief. 

 

10.4. REFORMATION. In any arbitrationproceedings relating to the Executive’s obligations under Sections 3.4, 9.2 or 9.3 above, if the arbitrators should find any of the restrictions contained in those sections or any of the Executive’s obligations thereunder to beunenforceable, in whole or in part, due to any unreasonable restriction of duration, geographical area or activity, or any combination thereof, then the arbitrators shall have the Executive’s and the Company’s express authority to reformthose restrictions and obligations to reasonable restrictions and obligations, and to grant the Company any other legal or equitable relief reasonably necessary to protect the Company’s interest in its Confidential Information, and to preventthe Executive from unfairly competing with the Company. 

 

**SECTION ELEVEN**

 

**INDEMNIFICATION**

 

11.1. TheCompany shall defend and indemnify the Executive against, and hold him harmless from, all claims and liabilities that may be asserted against him by third parties and 

 

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arise out of his employment by the Company or his service as a director of the Company or itssubsidiaries, to the fullest extent permitted by applicable law. 

 

**SECTION TWELVE**

 

**MISCELLANEOUS PROVISIONS**

 

12.1. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements, understandings, commitments and practicesbetween them with respect to such subject matter. No amendments to this Agreement may be made except by a writing signed by both parties. 

 

12.2. LAW GOVERNING. This Agreement shall be construed and enforced in accordance with the laws of California. 

 

12.3. NOTICES. All notices, consents and other communicationsunder this Agreement shall be in writing (including facsimile transmissions) and shall be deemed given on the earliest of (a) the day of actual receipt; (b) the day sent by facsimile transmittal with electronic confirmation of receipt, if sent on abusiness day before 5:00 p.m., the recipient’s time, otherwise the next business day after the day sent; (c) the next business day after delivery to a national delivery service for overnight delivery, with delivery receipt requested; and (d)the fifth business day after deposit in the United States mail, certified or registered with postage prepaid, return receipt requested, in any such case addressed to the parties as set forth below or at such other address as a party may specify bynotice given pursuant to this Section 12.3: 

 

IF TO THE COMPANY:
 
IF TO THE EXECUTIVE:

Attn: Paul Crowe

Mobile PET Systems

2150 West Washington

Suite 110

San Diego, CA 92110
 
At his most recent address reflected in

the Company’s records

 

12.4.SEVERABILITY. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particularcircumstances, it shall nevertheless remain in full force and effect in all other circumstances. 

 

12.5. BINDING EFFECT. This Agreement shall bind and accrue to the benefit of the parties and their respective successors in interest. 

 

12.6. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemedto be an original and all of which, taken together shall be deemed to constitute one and the same instrument. 

 

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IN WITNESSWHEREOF the parties have executed this Agreement as of the date set forth in Section 1.1 above. 

 

THE COMPANY:
     
THE EXECUTIVE:

MOBILE PET SYSTEMS, INC.,
      
By:
        
Paul J. Crowe, President and CEO
     
Craig Froley

 

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