{"id":38714,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/contract-of-employment-for-chief-executive-officer-z-i-imaging.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"contract-of-employment-for-chief-executive-officer-z-i-imaging","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/contract-of-employment-for-chief-executive-officer-z-i-imaging.html","title":{"rendered":"Contract of Employment for Chief Executive Officer &#8211; Z\/I Imaging Corp. and Lewis N. Graham Jr."},"content":{"rendered":"<pre>           AMENDED AND RESTATED CONTRACT OF EMPLOYMENT\n                   FOR CHIEF EXECUTIVE OFFICER\n\n\n      THIS  AMENDED AND RESTATED CONTRACT OF EMPLOYMENT FOR CHIEF\nEXECUTIVE OFFICER (the \"Agreement\") is made and entered  into  to\nbe  effective  as  of the 6th day of FEBRUARY,  2001,  by  and\nbetween  Z\/I  Imaging  Corporation, a Delaware  corporation  (the\n\"Company\"), and Lewis N. Graham, Jr. (the \"Executive\").\n\n                           WITNESSETH:\n\n      WHEREAS, the Executive is currently employed by the Company\npursuant to the terms of that certain Contract of Employment  for\nChief Executive Officer effective as of October 1, 1999; and\n\n      WHEREAS,  the Company and the Executive desire to  continue\nthat  employment relationship and to amend and restate the  terms\nand conditions of such employment;\n\n      NOW, THEREFORE, in consideration of the premises hereof and\nof  the  mutual  promises and agreements  contained  herein,  the\nparties  hereto, intending to be legally bound, hereby  agree  as\nfollows:\n\n     1.    Employment and Term of Employment.  The Company hereby\nagrees  to employ the Executive, and the Executive hereby  agrees\nto  serve  the  Company, on the terms and  conditions  set  forth\nherein  for the period commencing as of the date set forth  above\nand  expiring on September 30, 2002, provided that this Agreement\nshall  be  automatically  renewed for additional  one-year  terms\nunless either party gives written notice to the contrary at least\nsix  (6) months prior to expiration of the initial or any renewal\nterm of this Agreement.\n\n     2.   Positions and Duties.  The Executive shall serve, in name\nand  in fact, as Chief Executive Officer of the Company and shall\nhave  such  powers and duties as are customarily associated  with\nsuch  position.  In addition, if requested and properly  elected,\nExecutive  shall serve on the Company's Board of Directors.   The\nExecutive  shall  devote substantially all his working  time  and\nefforts to the business and affairs of the Company, shall use his\nbest  efforts  to advance the best interests of the Company,  and\nshall  not  engage in outside business activities which interfere\nwith the performance of his duties hereunder.\n\n     3.   Representations and Warranties.  The Executive represents\nand  warrants that the Executive is under no contractual or other\nrestrictions  or  obligations that will significantly  limit  the\nExecutive's  activities on behalf of the Company or  prohibit  or\nlimit  the  disclosure or use by the Executive of any information\nwhich directly or indirectly relates to the nature of the Company\nor  the  services  to  be rendered by the  Executive  under  this\nAgreement.\n\n     4.   Compensation.\n\n          (a)  Base Salary.  Until October 1, 2001, the Executive shall\nreceive  a  base  salary at the rate of U.S. $225,000  per  annum\nduring  the  term  of  this  Agreement (as  adjusted,  the  \"Base\nSalary\"), payable in substantially equal periodic payments, which\nshall  be made no less frequently than monthly during the  period\nof  the Executive's employment hereunder. Beginning on October 1,\n2001  and  each  subsequent October 1 during  the  term  of  this\nAgreement,  the  Company shall conduct a salary  and  performance\nreview  and shall pay to the Executive the Base Salary determined\nby  the  Board  of  Directors.  Notwithstanding anything  to  the\ncontrary  in this Section 4(a), Executive's Base Salary shall  be\nat  least  U.S.  $225,000  per annum  during  the  term  of  this\nAgreement.\n\n          (b)  Incentive Compensation.  In addition to Base Salary, the\nExecutive shall be entitled to receive incentive compensation  as\ndetermined   by   the   Board   of  Directors   (the   \"Incentive\nCompensation\"), whether such Incentive Compensation is  generally\navailable  to employees of the Company or specifically  available\nto Executive.\n\n          (c)  Expenses.  During the term of his employment hereunder, the\nExecutive shall be entitled to be reimbursed (in accordance  with\nthe policies and procedures established by the Board of Directors\nfor Company officers) for all reasonable expenses incurred by him\nin  performing  services hereunder, provided that  the  Executive\nproperly accounts therefor in accordance with Company policy.\n\n          (d)  Benefits.  During the term of his employment hereunder, the\nCompany  shall provide the Executive with the same benefits  that\nit  provides generally to its other employees, including but  not\nlimited to medical, pension, vacation, bonus, profit-sharing  and\nsavings plans and similar benefits as such plans and benefits may\nbe adopted by the Company from time to time.\n\n          (e)  Insurance.  In addition to life insurance made available to\nall  employees of the Company, the Company shall, at its expense,\nmaintain  life  insurance payable to the  Executive's  designated\nbeneficiary in an amount equal to U.S. $1 million.\n\n          (f)  Car Allowance.  During the term of the Executive's\nemployment  hereunder,  the Company shall  pay  the  Executive  a\nvehicle allowance equal to U.S. $600 per month.\n     \n     5.   Indemnification and Insurance.  The Company shall indemnify\nthe Executive with respect to matters relating to the Executive's\nservices as an officer and\/or director of the Company or  any  of\nits  Affiliates (as hereinafter defined) to the extent set  forth\nin  the  Company's Bylaws as amended from time  to  time  and  in\naccordance with the terms of any other indemnification  which  is\ngenerally applicable to executive officers of the Company or  any\nof its Affiliates that may be provided by the Company or any such\nAffiliate   from  time  to  time.  The  foregoing  indemnity   is\ncontractual and will survive any adverse amendment to  or  repeal\nof the Bylaws. The Company shall also cover the Executive under a\npolicy  of officers' and directors' liability insurance providing\ncoverage that is comparable to that provided now or hereafter  to\nany  other  executive  officer or director of  the  Company.  The\nprovisions of this Section 5 shall survive the termination of the\nExecutive's  employment  for any reason  and  the  term  of  this\nAgreement.  \"Affiliate\" means, with respect to the Company,  each\nindividual, corporation, trust, partnership, limited partnership,\nassociation,  limited liability company, joint stock  association\nor  other  legal entity which controls, is controlled by,  or  is\nunder common control with the Company.\n\n     6.   Offices.  In addition to serving as Chief Executive Officer\nof  the Company, the Executive agrees to serve without additional\ncompensation,  if elected or appointed thereto, in  one  or  more\noffices or as a director of any of the Company's subsidiaries  or\nAffiliates.\n\n     7.   Termination.\n\n          (a)  Disability.  If, as a result of the Executive's incapacity\ndue  to physical or mental illness, the Executive shall have been\nabsent  from his duties hereunder on a full time basis for ninety\n(90)  consecutive days, the Company may terminate its obligations\nhereunder,  except for those obligations provided for in  Section\n8(a)  hereof.  The  determination of  whether  the  Executive  is\ndisabled  due to physical or mental illness shall be  made  by  a\nlicensed  physician  satisfactory to the  Executive  and  to  the\nCompany.\n\n          (b)  Termination Upon Death.  If the Executive should die during\nthe  term of this Agreement, the Company's obligations under this\nAgreement shall cease, except for those obligations set forth  in\nSection  8(a)  hereof, and the Executive's  employment  shall  be\nterminated.\n\n          (c)  Termination by the Company.  The Company may terminate the\nExecutive's employment hereunder at any time for Cause or for any\nother  reason.  For the purposes of this Agreement, \"Cause\" shall\nmean:   (i) Executive's willful, intentional or grossly negligent\nfailure to perform his duties under this Agreement diligently and\nin accordance with the directions of the Board of Directors; (ii)\nadmission  or  final  conviction of  (or  plea  of  guilty,  nolo\ncontendere  or  similar  effect to) Executive  of  a  misdemeanor\nmaterially  adversely affecting the Company  or  of  any  felony;\n(iii)  Executive's  commission of an act  of  fraud  against,  or\nExecutive's  material misappropriation of property belonging  to,\nthe  Company;  or  (iv) any material breach by Executive  of  any\nprovision  of  this Agreement that is not remedied  by  Executive\nwithin 30 days of Executive's receipt of written notice from  the\nCompany,  which  notice  shall include a  detailed  and  specific\ndescription of the alleged material breach or breaches.\n\n          (d)  Notice of Termination.  Any termination by the Company\npursuant  to  this  Section 7 shall be  communicated  by  written\nnotice of termination to the other party hereto.\n\n          (e)  Resignation as Director.  If Executive's employment with the\nCompany  is  terminated for any reason, and at the time  of  such\ntermination  Executive  is  serving on  the  Company's  Board  of\nDirectors,  Executive shall resign his position on the  Company's\nBoard of Directors effective no later than the effective date  of\nthe  termination  of  Executive's employment  with  the  Company;\nprovided, that Executive's obligation to resign as set  forth  in\nthis Section 7(e) shall be conditioned upon the Company's payment\nto  Executive  of  all  applicable payments  and  other  benefits\narising from such termination as required by this Agreement.\n\n     8.   Compensation Upon Termination or During Disability.\n\n          (a)   If the Executive's employment is terminated as  a\nresult  of  disability under Section 7(a),  the  Executive  shall\nreceive  an  amount which, when added to any disability  benefits\nprovided  for  by the Company, equals his Base Salary  until  the\ntwelve  (12)  month  anniversary  of  the  termination.  If   the\nExecutive's  employment  shall  be  terminated  because  of   the\nExecutive's  death,  the  Company shall pay  to  the  Executive's\nestate, in a single lump sum, an amount equal to the Base  Salary\npayable through the six (6) month anniversary of the termination.\n          \n          (b)  If the Executive's employment shall be terminated for Cause\nor  if  the Executive voluntarily terminates his employment,  the\nCompany  shall  pay the Executive his Base Salary earned  through\nthe  date  on  which his employment is terminated.   The  Company\nshall  then  have  no further obligations to the Executive  under\nthis Agreement.\n\n          (c)  If the Company shall terminate the Executive's employment\nunder  this Agreement pursuant to Section 7(c) hereof other  than\nfor  Cause,  then  the  Company  shall  pay  the  Executive,   as\nliquidated damages or severance or both, his Base Salary  payable\nin  substantially equal periodic payments no less frequently than\nmonthly for the longer of (i) a period ending on the twelve  (12)\nmonth anniversary of the termination, or (ii) a period ending  on\nthe  natural  expiration date of the then-current  term  (without\ngiving effect to automatic renewal terms) of this Agreement.\n\n     9.   Change in Control.\n\n          (a)  In the event:\n\n               (i)  a Change in Control (as defined below) occurs\n     during the term of this Agreement and prior to the earlier\n     to occur of the first anniversary of the Change in Control\n     or the expiration of the then-current term of this\n     Agreement, (A) the Executive is terminated by the Company\n     pursuant to Section 7(c), but not for Cause, or (B) the\n     Executive terminates, or gives notice of termination, for\n     Good Reason (as defined below); or\n               (ii) prior to the effectiveness of a firm\n     commitment underwritten public offering pursuant to a\n     registration statement under the Securities Act of 1933, as\n     amended, covering the offer and sale of the Company's common\n     stock for the account of the Company in which the aggregate\n     price to the public for shares sold by the Company equals or\n     exceeds $10,000,000, Executive's service as a director of\n     the Company terminates for any reason other than for Cause\n     or Executive's death, disability or resignation;\n\nthen, in lieu of any payment and benefits payable pursuant to\nSection 8 above, Executive shall be entitled to payment and\nbenefits as set forth in Section 9(b) below.\n\n          (b)  If payment and benefits are required under Section\n9(a) above, the Company shall:\n\n               (i)  pay to the Executive as severance pay, in one\n     lump sum, in cash, no later than the tenth day following\n     termination, an amount equal to 3 times the Base Salary then\n     in effect; and\n               \n               (ii) to the extent that Executive is eligible to,\n     and timely elects to, receive continuation coverage under\n     any group health plan providing coverage which is subject to\n     the provisions of the Consolidated Omnibus Budget\n     Reconciliation Act of 1985, as amended, and the regulations\n     promulgated thereunder (\"COBRA\"), the Company shall timely\n     reimburse Executive to the extent permitted by law for any\n     premiums required for such COBRA coverage subject to the\n     limitations set forth in this Section 9(b)(ii).  The\n     Company's obligation to reimburse Executive shall expire\n     upon the earlier to occur of (A) the date which is 18 months\n     after the date Executive's employment is terminated, or (B)\n     the date that Executive becomes an employee of another\n     company providing Executive with coverage substantially\n     similar to that provided to Executive by the Company\n     immediately prior to the termination of Executive's\n     employment.  Notwithstanding anything to the contrary in\n     this Section 9(b)(ii), the payment of premiums by the\n     Company is not intended to alter in any way the provisions\n     of any group health plan of the Company, and all time\n     limits, effects of subsequent coverage and all other\n     relevant provisions of any such plan remain unchanged and\n     shall control Executive's entitlement to coverage or\n     benefits under such plan.\n\n          (c)  As used herein, a \"Change in Control\" means the\nhappening of any of the following:\n\n               (i)  any person or entity, including a \"group\" as\n     defined in Section 13(d)(3) of the Securities Exchange Act\n     of 1934, as amended, other than the Company or a wholly-\n     owned subsidiary thereof, any employee benefit plan of the\n     Company or any of its subsidiaries, becomes the beneficial\n     owner of the Company's securities having 50% or more of the\n     combined voting power of the then outstanding securities of\n     the Company that may be cast for the election of directors\n     of the Company (other than as a result of an issuance of\n     securities initiated by the Company in the ordinary course\n     of business); or\n\n               (ii) as the result of, or in connection with, any\n     cash tender or exchange offer, merger or other business\n     combination, sales of assets or contested election, or any\n     combination of the foregoing transactions, less than a\n     majority of the combined voting power of the then\n     outstanding securities of the Company or any successor\n     corporation or entity entitled to vote generally in the\n     election of the directors of the Company or such other\n     corporation or entity after such transaction are held in the\n     aggregate by the holders of the Company's securities\n     entitled to vote generally in the election of directors of\n     the Company immediately prior to such transaction; or\n\n               (iii)     during any period of two consecutive\n     years, individuals who at the beginning of any such period\n     constitute the Board of Directors of the Company cease for\n     any reason to constitute at least a majority thereof, unless\n     the election, or the nomination for election by the\n     Company's stockholders, of each director of the Company\n     first elected during such period was approved by a vote of\n     at least two-thirds of the directors of the Company then\n     still in office who were directors of the Company at the\n     beginning of any such period.\n\n          (d)   For purposes of this Agreement, \"Good Reason\"\nshall mean the occurrence of any of the following events without\nthe Executive's express written consent:\n\n               (i)  the assignment to the Executive by the\n     Company of duties inconsistent with the Executive's\n     position, duties, responsibilities and status with the\n     Company immediately prior to a Change in Control, or a\n     change in the Executive's titles or offices as in effect\n     immediately prior to a Change in Control, or any removal of\n     the Executive from or any failure to reelect the Executive\n     to any of such positions; provided, that any such event that\n     occurs in connection with the termination of employment for\n     disability, for retirement, for Cause, as a result of the\n     Executive's death, or by the Executive other than for Good\n     Reason, shall not fall within the purview of this Section\n     9(d)(i);\n\n               (ii) a reduction by the Company in the Executive's\n     Base Salary as in effect on the date hereof or as the same\n     may be increased from time to time during the term of this\n     Agreement;\n\n               (iii)     a relocation of the Company's principal\n     executive offices to a location outside of Huntsville,\n     Alabama, or the Executive's relocation, as required by the\n     Company, to any place other than the location at which the\n     Executive performed the Executive's duties prior to a Change\n     in Control, except for required travel by the Executive on\n     the Company's business to an extent substantially consistent\n     with the Executive's business travel obligations at the time\n     of a Change in Control;\n\n               (iv) any material breach by the Company of any\n     provision of this Agreement; or\n\n               (v)  any failure by the Company to obtain the assumption of this\n     Agreement by any successor or assign of the Company.\n\n     10.  Binding Agreement.  This Agreement and all obligations of\nthe  Company  hereunder shall be binding upon the successors  and\nassigns  of  the Company.  This Agreement and all rights  of  the\nExecutive  hereunder  shall  inure  to  the  benefit  of  and  be\nenforceable by the Executive's personal or legal representatives,\nexecutors,   administrators,  successors,  heirs,   distributees,\ndevisees, and legatees.\n\n     11.  Notice.  For the purposes of this Agreement, notices and all\nother  communications provided for in the Agreement shall  be  in\nwriting  and  shall  be  deemed to  have  been  duly  given  when\ndelivered  or  mailed  by United States registered  mail,  return\nreceipt requested, postage prepaid, addressed as follows:\n\n     If to the Executive:\n\n          Lewis N. Graham, Jr.\n          104 Marquise Way\n          Madison, Alabama 35758\n\n     If to the Company:\n\n          Z\/I Imaging Corporation\n          301 Cochran Road, Suite 9\n          Huntsville, Alabama 35824\n          Attn: Corporate Secretary\n\nor  to such other address as any party may have furnished to  the\nother  in writing in accordance herewith, except that notices  of\nchange of address shall be effective only upon receipt.\n     \n     12.  Withholding of Taxes.  The Company may withhold from any\namounts  payable under this Agreement all federal,  state,  city,\nand  other  taxes as shall be required pursuant  to  any  law  or\ngovernment regulation or ruling.\n     \n     13.   Enforcement of Agreement.  The Company  shall  pay  or\nreimburse  the  Executive for all costs and  expenses  (including\ncourt  costs  and  reasonable attorney's fees)  incurred  by  the\nExecutive  in connection with any litigation seeking  to  enforce\nthe  Executive's rights under this Agreement, provided  that  the\nExecutive is substantially successful in such litigation.\n\n     14.  Governing Law.  This Agreement shall be construed according\nto  the  laws of Alabama, without giving effect to the principles\nof conflicts of laws of such state.\n\n     15.  Amendment; Modification; Waiver.  This Agreement may be\namended only by the written agreement of the parties hereto.   No\nprovisions  of  this  Agreement  may  be  modified,  waived,   or\ndischarged  unless  such waiver, modification,  or  discharge  is\nagreed  to  in writing signed by Executive and the  Company.   No\nwaiver  by either party hereto at any time of any breach  by  the\nother  party hereto or compliance with any condition or provision\nof  this  Agreement to be performed by such other party shall  be\ndeemed a waiver of similar or dissimilar provisions or conditions\nat the same or at any prior or subsequent time.\n\n     16.  Binding Effect.\n\n          (a)  This Agreement is personal in nature and neither of the\nparties  hereto shall, without the consent of the other,  assign,\ntransfer, or delegate this Agreement or any rights or obligations\nhereunder  except  as  expressly provided  for  herein.   Without\nlimiting  the generality of the foregoing, Executive's  right  to\nreceive payments hereunder shall not be assignable, transferable,\nor  delegable, whether by pledge, creation of a security interest\nor otherwise, other than by a transfer by his will or by the laws\nof  descent  and distribution and, in the event of any  attempted\nassignment  or transfer contrary to this paragraph,  the  Company\nshall  have  no  liability to pay any amount so attempted  to  be\nassigned, transferred, or delegated.\n\n          (b)  The Company and Executive recognize that each party will\nhave no adequate remedy at law for breach by the other of any  of\nthe  agreements contained herein and, in the event  of  any  such\nbreach,  the Company and Executive hereby agree and consent  that\nthe  other shall be entitled to a decree of specific performance,\nmandamus,  or other appropriate remedy to enforce performance  of\nthis Agreement.\n\n     17.  Entire Contract.  This Agreement constitutes the entire\nagreement  and  supersedes  all other prior  and  contemporaneous\nagreements, employment contracts and understandings, both written\nand  oral, express or implied with respect to the subject  matter\nof this Agreement, including the Contract of Employment for Chief\nExecutive   Officer  effective  October  1,  1999,  between   the\nExecutive and the Company.\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement\nas of the date first above written.\n                              \n                              \n                              Z\/I IMAGING CORPORATION\n                               \n                              \n                              By:    \/s\/ J. W. Meadlock\n                                     -------------------\n                              Name:  JIM MEADLOCK\n                                     -------------------\n                              Title: CHAIRMAN\n                                     -------------------\n\n\n                               \/S\/ Lewis N. Graham Jr.\n                              --------------------------\n                              Lewis N. Graham, Jr.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7881],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9544],"class_list":["post-38714","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intergraph-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38714","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38714"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38714"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38714"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38714"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}