EXHIBIT B
CHANGE OF CONTROL AGREEMENT
This Agreement entered into on this 21st day of January 2003 by and between
Jack J. Luchese ("Employee") and Centrex Inc. an Oklahoma Corporation
("Company") pursuant to the conditions, limitations and provisions set forth
herein.
DEFINITIONS
I. Change of Control. Change of control shall include:
a. The acquisition by any individual, entity of group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
as amended ("Exchange Act") (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (i) the then outstanding shares of Common
Stock of Image (the "Outstanding Common Stock") or (ii) the combined
voting power of the then outstanding voting securities of Image
entitled to vote generally in the election of directors (the
"Outstanding Voting Securities"; or
b. Consummation of a reorganization, merger or consolidation or sale or
disposition of all or substantially all of the assets of the Image.
c. Any act which would constitute a liquidation or dissolution of the
Company.
d. Individuals who, as the date hereof, constitute at least a majority of
the board of directors ("Current Board") cease for any reason
whatsoever to constitute a majority of the Board.
AGREEMENT
Termination Because of Change in Control. In the event of a Change in
Control (as hereinafter defined) of the Company, and Employee is
either not employed by the acquiring corporation in a comparable
position at a comparable salary, then (i) the Company or the acquiring
corporation, as the case may be, shall be obligated to pay to Employee
a severance payment of 200% of Employee's salary at Employee's then
current base rate, and 200% of his last bonus, and (ii) that all
shares transferred in the Stock Grant shall be the Employee's and the
Company shall not seek to recover any of these shares and (iii) the
time at which all non-vested Shares vests shall be accelerated
automatically to immediately prior to the time the Change of Control
occurs. Such change in control several payments shall be the exclusive
several payments or obligations owed to Employee under such
circumstances and shall supersede any severance payments or
obligation.
This Agreement in relation to Stock Grant
As a portion of the Employment Agreement the parties have entered into
a Stock Grant Agreement. The terms of the Stock Grant are intended to
govern a share exchange for a Consolidation or Merger. Neither the
Stock Grant or this Agreement are intended to be exclusive remedies in
a Change of Control. It is not the parties intent that the Stock Grant
limit this Agreement in any way, nor is this Agreement intended to
limit the Stock Grant in any way.
Paragraph 5(d) of the Stock Grant is included below for reference
purposes only.
(d) Notice of Consolidation or Merger and Stock Grant Exchange. The
Company shall not, at any time after the date hereof, effect a merger,
consolidation, exchange of shares, recapitalization, reorganization,
or other similar event, as a result of which shares of Common Stock
shall be changed into the same or a different number of shares of the
same or another class or classes of stock or securities or other
assets of the Company or another entity or there is a sale of all or
substantially all the Company's assets (a "Corporate Change"), unless
the resulting successor or acquiring entity (the "Resulting Entity")
assumes by written instrument the Company's obligations under this
Stock Grant, including but not limited to the Stock Grant Price reset
provisions as provided herein during the term of the resultant Stock
Grants, and agrees in such written instrument that this Stock Grant
shall be exercisable into such class and type of securities or other
assets of the Resulting Entity as Holder would have received had
Holder fully Vested under the terms of this Stock Grant immediately
prior to such Corporate Change, and the Stock Grant Price of this
Stock Grant shall be proportionately increased (if this Stock Grant
shall be changed into or become exchangeable for a Stock Grant to
purchase a smaller number of shares of Common Stock of the Resulting
Entity) or shall be proportionately decreased (if this Stock Grant
shall be changed or become exchangeable for a Stock Grant to purchase
a larger number of shares of Common Stock of the Resulting Entity);
provided, however, that Company may not affect any Corporate Change
unless it first shall have given three (3) days notice to Holder
hereof of any Corporate Change.
Excluded Transaction. The purposed transactions set forth in Exhibit "A"
are hereby specifically not to be deemed a Change of Control for the
purposes of this Agreement.
Applicable Law.
This Change of Control Agreement shall for all purposes be governed by
and construed in accordance with the laws of the state of Oklahoma, without
giving effect to conflict of law provisions thereof.
IN WITNESS WHEREOF, the undersigned has executed this Change of
Control Agreement as of the 21st day of January 2003.
CENTREX, INC.
By: ________________________________
Thomas R. Coughlin, Jr. M.D.
President
By: _________________________
Jack Luchese
Employee