Ceo Employment Agreement

EXHIBIT 10.73



EMPLOYMENT AGREEMENT





THIS EMPLOYMENT AGREEMENT is dated as of January 18, 2007, between Imaging Diagnostic Systems, Inc ., a Florida corporation (the "Company"), and Timothy B. Hansen (the "Executive ?).



WITNESSETH:



WHEREAS, the Company is engaged in the business of developing laser-based medical optical imaging devices; and



WHEREAS, the Company has the intent to market and sell its products and services to clients and potential clients throughout the world; and



WHEREAS , the Company wishes to continue to employ the Executive as its Chief Executive Officer, charged with all the responsibilities and duties as set forth in the Company's bylaws for both the CEO and President; and



WHEREAS, the Company wishes for the Executive to continue to serve as a member of its Board of Directors; and



WHEREAS , in the course of the Executive's employment, the Executive will continue to have access to and acquire knowledge of valuable trade secrets, confidential information and other proprietary information belonging and relating to the Company and its business, and which the Company has a legitimate interest in protecting; and



WHEREAS , the Company and Executive are willing to continue the employment, subject to the terms and conditions contained in this Employment Agreement (the "Agreement" );



NOW, THEREFORE , in consideration of the premises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and the Executive agree as follows:



1. EMPLOYMENT . The Company hereby continues the employment of the Executive and the Executive hereby accepts employment upon the terms and condition hereinafter set forth. For so long as the Executive is employed hereunder, the Company shall nominate the Executive for reelection to its Board of Directors at each annual meeting of shareholders and the Executive shall serve as a Director if elected.



2. TERM & TERMINATION .



(a) Term . The Company hereby continues the employment of the Executive, and the Executive hereby accepts employment with the Company, for a period commencing on





January 18, 2007, and ending three years from that date (the "Term"). All Company obligations under this Agreement shall cease upon expiration of the Term, except for those stock options which have been vested.



(b) Termination without Cause . The Company may terminate the Executive's employment without cause. Such termination will become effective upon the date specified in the termination notice, provided that such date is at least 60 days from the date of such notice. In the event of such termination without cause:



(i) The Company will continue to pay the Executive his salary pursuant to Section 3(a) for 24 months or through the expiration of the Term, whichever is longer.



(ii) The Company will continue to maintain through the expiration of the Term, for the benefit of the Executive, the employee benefit programs referred to in Section 3(b) as in effect on the date of termination.



(iii) On the effective date of termination, all options that were scheduled to vest will vest and will remain exercisable for a period of 10 years from the date of this Agreement.



(iv) The compensation payments and other consideration to which the Executive is entitled on termination without cause shall not be diminished or otherwise affected by any employment thereafter obtained or income thereafter earned by Executive nor will the Company maintain that it is entitled to mitigation of amounts owed under this section for any reason.



(c) Termination for Cause . The Company may terminate the Executive's employment at any time for cause by giving written notice of termination setting forth such cause. Such termination shall become effective upon the giving of such notice, except that, where the basis for cause is capable of cure within 30 days, termination based upon cause shall not become effective unless Executive shall fail to complete such cure within 30 days of receipt of written notice of the existence of such cause. Upon such termination the Executive shall have no right to compensation, commission, bonus, benefits or reimbursement pursuant to this Agreement, for any period subsequent to the effective date of termination. Further, upon termination for cause, all of the Executive's unvested stock options shall terminate. For purposes of this section, "cause" shall mean: (1) the Executive is convicted of a felony; (2) the Executive, in carrying out his duties hereunder, commits gross negligence or willful misconduct resulting, in either case, in material harm to the Company; (3) the Executive misappropriates Company funds or otherwise defrauds the Company; (4) the Executive materially breaches any provision of this Agreement; or (5) the Executive materially fails to perform his duties under section 4 resulting in material harm to the Company.



(d) Death or Disability . Upon the death or disability of the Executive, the Executive shall be entitled to and the Company will pay the Executive's salary from the date of death or from the date of disability for six months or through the end of the Term, whichever is





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longer. (For purposes of this Section, "disability" shall mean that for a period of six months in any 12-month period the Executive is incapable of substantially fulfilling his duties because of physical, mental or emotional incapacity arising from injury, sickness or disease.) Should the Executive be rendered disabled, the Company will continue to maintain for the benefit of the Executive the employee benefit programs referred to in Section 3(b) that were in effect on the date of the disability.



(e) Special Termination . In the event that (i) the Executive, with or without a change in title or formal corporate action, shall no longer exercise all of his customary duties and responsibilities and shall no longer possess substantially all the authority customary for a CEO in a publicly-traded company; (ii) the Company materially breaches this Agreement or the performance of its duties and obligations hereunder; or (iii) any entity or person not now an executive officer of the Company becomes either individually or as part of a group the beneficial owner of 20% or more of the Company's common stock, the Executive, by written notice to the Company, may elect to deem the Executive's employment hereunder to have been terminated by the Company without cause under Section 2(b) hereof, in which event the Executive shall be entitled to the compensation provided for in Section 2(b).



(f) Voluntary Termination . The Executive, on 30 days prior written notice to the Company, may terminate his employment voluntarily. Upon such termination, the Company will pay the Executive's compensation through the date of such termination. After such date, the Executive shall no longer be entitled to receive any compensation, reimbursement or benefits, and all unvested stock options shall terminate upon termination of the Executive's employment.



(g) Continuing Effect . Notwithstanding any termination of this Agreement at the end of the Term or otherwise, the provisions of Sections 6 - 11 shall remain in full force and effect and the provisions of these Sections shall be binding upon the legal representatives, heirs, successors and assigns of the Executive.



3. COMPENSATION .



(a) The Company will pay the Executive an annual base salary of $260,000 per annum in equal semi-monthly installments. The salary will be reviewed annually, but at a minimum will increase (but not decrease) by the increase in the Consumer Price Index-All Urban Wage Earnings (or similar index) from year-to-year.





(b) During the term of his employment, the Executive shall be entitled to participate in employee benefits plans or programs of the Company, if any, to the extent the Executive is eligible to participate thereunder, including the Comprehensive Group Insurance Program maintained by the Company, paid by the Company for the Executive and his spouse.



(c) The Company will reimburse or advance funds to the Executive for all reasonable travel, entertainment and miscellaneous expenses incurred in connection with the performance of duties under this Agreement, provided that the Executive properly accounts for such expenses to the Company in accordance with the Company's practices.







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(d) The Company shall provide the Executive with a $500 per month car allowance and a cellular phone and major credit card for use on Company business.



(e) The Executive shall receive an option to purchase up to an aggregate of 3,000,000 shares of the Company's common stock at an exercise price of $.09 per share (the closing price on the date hereof). The option shall vest as follows:



(i) Options to purchase up to 500,000 shares may be exercised after 6 months (July 18, 2007) of continuous employment.
(ii) Options to purchase up to 500,000 shares may be exercised after 12 months (January18, 2008) of continuous employment.
(iii) Options to purchase up to 500,000 shares may be exercised after 18 months (July 18, 2008) of continuous employment.
(iv) Options to purchase up to 500,000 shares may be exercised after 24 months (January 18, 2009) of continuous employment.
(v) Options to purchase up to 500,000 shares may be exercised after 30 months (July 18, 2009) of continuous employment.
(vi) Options to purchase up to 500,000 shares may be exercised after 36 months (January 18, 2010) of continuous employment.




During the Term of this Agreement, the Company shall register from time to time pursuant to a registration statement(s) on Form S-8 that number of shares of common stock ...