MEMBER, AS APPLICABLE, OF VIRTUAL RADIOLOGIC
PROFESSIONALS OF CALIFORNIA, P.A., VIRTUAL RADIOLOGIC PROFESSIONALS OF ILLINOIS,
S.C., VIRTUAL RADIOLOGIC PROFESSIONALS OF MICHIGAN, P.C., VIRTUAL RADIOLOGIC
PROFESSIONALS OF MINNESOTA, P.A., VIRTUAL RADIOLOGIC PROFESSIONALS OF NEW YORK,
P.A. AND VIRTUAL RADIOLOGIC PROFESSIONALS OF TEXAS, P.A. (COLLECTIVELY, THE
"PROFESSIONAL CORPORATIONS"), SHALL DEVOTE HIS REASONABLE EFFORTS TO THE
PERFORMANCE OF SERVICES TO VRP AND THE PROFESSIONAL CORPORATIONS IN THE MANNER
HE PROVIDED PRIOR TO THE DATE HEREOF (EXCLUDING, HOWEVER PROVIDING ANY
PROFESSIONAL INTERPRETATION AND CONSULTATION SERVICES, INCLUDING PRELIMINARY
AND/OR OFFICIAL INTERPRETATIONS), SHALL PERFORM SUCH SERVICES IN GOOD FAITH AND
NOT TAKE ANY ACTION THAT WOULD REASONABLY BE EXPECTED TO DISRUPT THE COMPANY'S
BUSINESS OR CAUSE VRP OR THE PROFESSIONAL CORPORATIONS TO BREACH THEIR
OBLIGATIONS TO THE COMPANY, TO PATIENTS OR TO OTHER PARTIES TO WHOM VRP OR THE
PROFESSIONAL CORPORATIONS HAVE CONTRACTUAL OR PROFESSIONAL OBLIGATIONS, SUBJECT
TO THE PROVISIONS IN THE LAST SENTENCE IN THIS PARAGRAPH.
AT THE COMPANY'S
REQUEST AND EXPENSE, THE EXECUTIVE SHALL TAKE ALL ACTION NECESSARY TO
(A) TRANSFER TO THE COMPANY OR THE COMPANY'S DESIGNEE ALL OF THE EXECUTIVE'S
EQUITY INTERESTS IN VRP AND THE PROFESSIONAL CORPORATIONS (INCLUDING, IN
CONNECTION THEREWITH, TO ELECT CORPORATE TAXATION OF ANY SUCH ENTITY);
(B) RESIGN FROM ANY POSITIONS THAT THE EXECUTIVE HOLDS IN VRP AND THE
PROFESSIONAL CORPORATIONS; AND (C) IN EITHER SUCH CASE, EXECUTE ALL
DOCUMENTATION REQUESTED BY THE COMPANY IN CONNECTION THEREWITH.
TO THE EXTENT
THAT DR. EDUARD MICHEL AS THE COMPANY'S DESIGNEE IS QUALIFIED TO BE THE HOLDER
OF THE EQUITY INTERESTS IN VRP OR ANY PROFESSIONAL CORPORATION, SUCH EQUITY
INTERESTS WILL BE TRANSFERRED TO DR. MICHEL WITHIN THIRTY DAYS OF THE DATE
HEREOF, AND THE REMAINING TRANSFERS TO THE COMPANY OR THE COMPANY'S DESIGNEE
SHALL BE COMPLETED NO LATER THAN JUNE 30, 2009.
IN THE CASE OF VRP, THE
CONSIDERATION FOR THE EQUITY INTERESTS WILL BE THE AMOUNT PROVIDED IN
SECTION 12.17 OF THAT CERTAIN PROFESSIONAL AND MANAGEMENT SERVICES AGREEMENT AND
LICENSE BETWEEN THE COMPANY AND VRP, DATED JANUARY 1, 2006, AND IN THE CASE OF
THE PROFESSIONAL CORPORATIONS, THE CONSIDERATION FOR SUCH EQUITY INTERESTS WILL
BE EQUAL TO THE INITIAL SUBSCRIPTION PRICE PAID BY EXECUTIVE.
IN ADDITION,
DR. MICHEL WILL REPLACE THE EXECUTIVE AS (I) PRESIDENT AND MANAGING MEMBER OF
VRP, AND (II) SOLE DIRECTOR, PRESIDENT AND CEO, CFO AND MEDICAL DIRECTOR OF THE
PROFESSIONAL CORPORATIONS AT THE TIME THE RELATED EQUITY INTERESTS ARE
TRANSFERRED, TO THE EXTENT PERMITTED BY APPLICABLE LAW OR REGULATION, BUT IN NO
EVENT LATER THAN JUNE 30, 2009.
IN THE EVENT THE TRANSFERS OF THE EQUITY
INTERESTS IN VRP AND THE PROFESSIONAL CORPORATIONS AND THE REMOVAL OF EXECUTIVE
OF THE POSITIONS THAT HE HOLDS WITH VRP AND THE PROFESSIONAL CORPORATIONS HAVE
NOT BEEN COMPLETED BY JUNE 30, 2009 (OTHER THAN A FAILURE
6
AS A RESULT OF A BREACH BY EXECUTIVE OF HIS OBLIGATIONS UNDER THIS
SECTION 3(A)), THEN THE AMOUNTS PAYABLE UNDER SECTION 4(F) SHALL BE COMMENCED
EARLY FOR EACH MONTH OR PARTIAL MONTH AFTER JUNE 30, 2009 THAT SUCH TRANSFERS
AND REMOVALS