INSIGHT HEALTH SERVICES CORP.
MANAGEMENT INCENTIVE PLAN
1. Purposes .
The purpose of this Management Incentive Plan (this “ Plan ”) is to provide an incentive for eligible
members of management to remain in the employ of InSight Health Services Corp. and its affiliates (the “
Company ”) through the negotiation of a Restructuring (as defined below), should a Restructuring of the
2. Definitions .
As used in this Plan, the following terms have the meanings set forth below:
“Board” shall mean the Board of Directors of the Company.
“Cash Incentive Payment” shall mean an amount, designated by the Board in its sole discretion,
that may become payable to a Participant pursuant to this Plan.
“Cause” shall mean any of the following:
(a) Participant has been convicted of or pled guilty or no contest to any crime or offense (other than
any crime or offense relating to the operation of a motor vehicle) which is likely to have a material adverse impact
on the business operations or financial or other condition of the Company, or any felony offense;
(b) Participant has committed fraud or embezzlement;
(c) Participant has breached any of Participant’s obligations under his or her employment agreement
with the Company, if any, and Participant has failed to cure the breach within 30 business days following receipt
of written notice of such breach from the Company;
(d) the Company, after reasonable investigation, finds that Participant has violated material written
policies and procedures of the Company, including but not necessarily limited to, policies and procedures
pertaining to harassment and discrimination;
(e) Participant has failed to obey a specific written direction from the Board (unless such specific
written instruction represents an illegal act), provided that (i) such failure continues for a period of 30 business
days after receipt of such specific written direction, and (ii) such specific written direction i