exv10w1



 






Exhibit 10.1




TERMINATION AND SEVERANCE AGREEMENT




     This TERMINATION AND SEVERANCE AGREEMENT (this “Agreement”) is dated December 27,
2005, and is by and between OrthoLogic Corp., a Delaware corporation (the “Corporation”),
and Thomas R. Trotter (“Trotter”).



Recitals




     WHEREAS, the Corporation has entered into a Second Amended and Restated Employment
Agreement, effective February 20, 2004, by and between the Corporation and Trotter (the
“Trotter Employment Agreement”); and



     WHEREAS, Trotter made an Election under the Trotter Employment Agreement effective March 15,
2005, with the effect that he ceased at that time to serve as President and Chief Executive Officer
of the Corporation; and



     WHEREAS, the Trotter Employment Agreement by its terms will expire March 15, 2008; and




     WHEREAS, the Corporation and Trotter desire to terminate the Trotter Employment Agreement
effective as of January 1, 2006 (the “Effective Date”).



Agreements




     NOW, THEREFORE, in consideration of the covenants and conditions contained herein, the
Corporation and Trotter hereby agree as follows:




	1.	 	Termination of the Trotter Employment Agreement. Effective as of the Effective Date,
the Trotter Employment Agreement and all duties, rights and obligations of the parties therein
shall terminate and be of no further force or effect, except the provisions of Section 12,
“Confidential Information,” which shall survive.






	2.	 	Severance. The Corporation shall pay to Trotter the amounts specified in the
attached Schedule A on the dates specified therein, in accordance with the normal payroll
practices of the Corporation.






	3.	 	Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Arizona, exclusive of conflict of law
provisions thereof, and the parties agree that any litigation pertaining to this Agreement
shall be in the courts located in Maricopa County, Arizona.






	4.	 	Counterparts. This Agreement may be executed in any number of counterparts, all of
which, when taken together, shall constitute one and the same instrument, and any of the
parties hereto may execute this Agreement by signing any such counterpart.





[SIGNATURES ON FOLLOWING PAGE]




 









 





     IN WITNESS WHEREOF, the Corporation and Trotter have entered into this Agreement on the
date set forth above.



	 	 	 	 	 
	 	CORPORATION:





OrthoLogic Corp., a Delaware corporation

 	 
	 	/s/ James M. Pusey
 	 
	 	By:         James M. Pusey 	 
	 	Its:        Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	TROTTER:

 	 
	 	/s/ Thomas R. Trotter
 	 
	 	Thomas R. Trotter 	 
	 	 	 
	 



 









 








Schedule A




	 	 	 
	Payment Date	 	Payment
	1/13/06
	 	$13,461.54
	1/27/06
	 	13,461.54
	2/10/06
	 	13,461.54
	2/24/06
	 	13,461.54
	3/10/06
	 	13,461.54
	3/24/06
	 	12,692.31
	4/7/06
	 	12,692.31
	4/21/06
	 	12,692.31
	5/5/06
	 	12,692.31
	5/19/06
	 	12,692.31
	6/2/06
	 	12,692.31
	6/16/06
	 	12,692.31
	6/30/06
	 	12,692.31
	7/14/06
	 	12,692.31
	7/28/06
	 	12,692.31
	8/11/06
	 	12,692.31
	8/25/06
	 	12,692.31
	9/8/06
	 	12,692.31
	9/22/06
	 	12,692.31
	10/6/06
	 	12,692.31
	10/20/06
	 	12,692.31
	11/3/06
	 	12,692.31
	11/17/06
	 	12,692.31
	12/1/06
	 	12,692.31
	12/15/06
	 	12,692.31
	12/29/06
	 	12,692.31
	1/12/07
	 	12,692.31
	1/26/07
	 	12,692.31
	2/9/07
	 	12,692.31
	2/23/07
	 	12,692.31
	3/9/07
	 	12,692.31