Ez Em Inc Sample Contracts

Exhibit 10.7 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment ("Amendment") is effective as of June 1, 2004 by and between E-Z-EM, Inc., a Delaware corporation, having an address at 1111 Marcus Avenue, Suite LL-26, lake Success, NY 11042 ("Company")...
Employment Agreement • August 27th, 2004 • Ez Em Inc • In vitro & in vivo diagnostic substances
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Exhibit 10(e) EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT ("Agreement") effective as of the 3rd day of April 2000 (the "Effective Date")
Employment Agreement • September 1st, 2000 • Ez Em Inc • In vitro & in vivo diagnostic substances • New York
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AGREEMENT
Agreement • August 29th, 2002 • Ez Em Inc • In vitro & in vivo diagnostic substances • New York
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AGREEMENT
Agreement • October 7th, 2002 • Ez Em Inc • In vitro & in vivo diagnostic substances • Delaware
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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 8th, 2008 • E-Z-Em, Inc. • Surgical & medical instruments & apparatus • Delaware
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E-Z-EM, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 31st, 2007 • E-Z-Em, Inc. • Surgical & medical instruments & apparatus • Delaware

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of October 31, 2007, by and between E-Z-EM, Inc., a Delaware corporation (the “Company”), and [__________] (the “Indemnitee”).

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Contract
E-Z-Em, Inc. • September 24th, 2007 • In vitro & in vivo diagnostic substances • New York

EXHIBIT 10.1 AMENDED AND RESTATED CHANGE IN CONTROL EMPLOYMENT SECURITY AGREEMENT This Amended and Restated Change in Control Employment Security Agreement is entered into effective as of the 24th day of September, 2007, by and between E-Z-EM, Inc., a Delaware corporation (the “Employer”) and Anthony A. Lombardo (the “Executive”). WITNESSETH: Whereas, the Executive is currently employed by the Employer as its President & CEO; Whereas, in order to provide certain security to the Executive in connection with the Executive’s employment with the Employer, the Employer and the Executive entered into an Employment Security Agreement as of April 3, 2001 (the “Agreement”), which the parties wish to amend and restate; Now, therefore, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree that the Agreement is hereby amended and restated in its entirety to read as follows:

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INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • April 12th, 2005 • Ez Em Inc • In vitro & in vivo diagnostic substances • Delaware

THIS AGREEMENT is made as of «STARTDATE» (the “Grant Date”) between E-Z-EM, Inc. (the “Company”) and «FIRSTNAM» «LASTNAM» (the “Optionee”). Terms used but not defined herein have the same meaning as in the Company’s 2004 Stock and Incentive Award Plan (the “Plan”) unless the context suggests otherwise. All references to Sections in this Agreement refer to Sections of this Agreement unless otherwise indicated.

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NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • April 12th, 2005 • Ez Em Inc • In vitro & in vivo diagnostic substances • Delaware

THIS AGREEMENT is made as of «STARTDATE» (the “Grant Date”) between E-Z-EM, Inc. (the “Company”) and «FIRSTNAM» «LASTNAM» (the “Optionee”). Terms used but not defined herein have the same meaning as in the Company’s 2004 Stock and Incentive Award Plan (the “Plan”) unless the context suggests otherwise. All references to Sections in this Agreement refer to Sections of this Agreement unless otherwise indicated.

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Contract
Change in Control Employment Security Agreement • September 24th, 2007 • E-Z-Em, Inc. • In vitro & in vivo diagnostic substances • New York

CHANGE IN CONTROL EMPLOYMENT SECURITY AGREEMENT This Change in Control Employment Security Agreement is entered into effective as of the 24th (the “Employer”) and _____________________________________________ (the “Executive”). WITNESSETH: Whereas, the Executive is currently employed by the Employer as its _____________________; and Whereas, the Employer desires to provide certain security to the Executive in connection with the Executive’s employment with the Employer, and to that end desires to make available to the Executive this Change in Control Employment Security Agreement (the “Agreement”); Now, therefore, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

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EZ-EM LETTERHEAD] May 19, 2005 Kalaty Properties Corp.. 443 Park Avenue South New York, New York 10016 Re: Agreement for Purchase and Sale of 717 Main Street, Westbury, New York Ladies and Gentlemen:
Ez Em Inc • August 11th, 2005 • In vitro & in vivo diagnostic substances

We refer to the Agreement for Purchase and Sale of 717 Main Street, Westbury, New York (the “Property”), dated as of the date hereof (the “Agreement”) between E-Z-Em Inc. (the “Seller”) and Kalaty Properties Corp. (the “Buyer”). All terms used herein and not defined shall have the meaning set forth in the Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • July 3rd, 2007 • E-Z-Em, Inc. • In vitro & in vivo diagnostic substances • New York

WHEREAS, the Company and Employee entered into an Employment Agreement dated April 3, 2000 (“Original Agreement”) and entered into a First Amendment to the Original Agreement effective June 1, 2004 (“First Amendment”) (collectively, the Original Agreement and the First Amendment are hereinafter referred to as the “Original Employment Agreement”);

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ASSET PURCHASE AGREEMENT by and among E-Z-EM, Inc. — and — O’Dell Engineering Ltd. — and — Philip C. O’Dell
Asset Purchase Agreement • April 12th, 2005 • Ez Em Inc • In vitro & in vivo diagnostic substances • New York

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into and effective as of January 16, 2005 by and among E-Z-EM, Inc., a corporation organized and existing under the laws of the State of Delaware (“Purchaser”), O’Dell Engineering Ltd., a corporation organized and existing under the laws of Ontario (“Seller”) and Mr. Philip O’Dell, an individual resident in the Province of Ontario (“Shareholder”).

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AGREEMENT FOR PURCHASE AND SALE 717 MAIN STREET WESTBURY, NASSAU COUNTY, NEW YORK as of November 30, 2005
Agreement for Purchase and Sale • December 5th, 2005 • Ez Em Inc • In vitro & in vivo diagnostic substances • New York

THIS AGREEMENT FOR PURCHASE AND SALE (this “Agreement”) is made and entered into as of November ___, 2005 by and between E-Z-EM, Inc., a Delaware corporation (“Seller”), and B & R Machine and Tool Corp., a New York corporation (“Buyer”).

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AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 11th, 2005 • Ez Em Inc • In vitro & in vivo diagnostic substances • New York

THIS AMENDMENT (this “Amendment”), dated as of April 7, 2005, by and between E-Z-EM, Inc., a corporation organized and existing under the laws of the State of Delaware (“Purchaser”), O’Dell Engineering Ltd., a corporation organized and existing under the laws of the Province of Ontario (“Seller”), and Philip C. O’Dell, an individual residing in the Province of Ontario, amends the Asset Purchase Agreement dated January 16, 2005, by and between the parties hereto (the “Original Agreement”, all terms capitalized herein but not defined herein having the respective definitions ascribed to them in the Original Agreement).

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STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • June 21st, 2002 • Ez Em Inc • In vitro & in vivo diagnostic substances • Louisiana

THIS STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of June 7, 2002, is entered into by and between by and between Betty Kramer Meyers, a person of full age of majority residing in New Orleans, Louisiana, (the "Secured Party") and Meyers Family Limited Partnership, a Louisiana limited partnership (the "Debtor"), in light of the following:

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AGREEMENT
Agreement • May 17th, 2007 • E-Z-Em, Inc. • In vitro & in vivo diagnostic substances • New York

WHEREAS, by mutual consent, the parties agree that the Employer’s employment of the Employee was permanently and irrevocably severed effective as of the 11th day of May, 2007 (the “Effective Date”);

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among
Agreement and Plan of Merger • December 7th, 1995 • Ez Em Inc • In vitro & in vivo diagnostic substances • New York
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E-Z- EM Inc. iPark Building, Suite LL-26 1111 Marcus Avenue Lake Success, NY 11042 June 18, 2005 Kalaty Properties, Corp. 443 Park Avenue South New York, NY 10016 Attention: Farshad Kalaty Fax: 212-689-2705 Copy to: Zaccaria & Sasson 175 East Shore...
Ez Em Inc • August 11th, 2005 • In vitro & in vivo diagnostic substances

We refer to the Agreement for Purchase and Sale of 717 Main Street, Westbury, New York (the “Property”), dated as of May 19, 2005 (the “Agreement”) between E-Z-Em Inc. (the “Seller”) and Kalaty Properties Corp. (the “Buyer”). All terms used herein and not defined shall have the meaning set forth in the Agreement.

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Contract
Change in Control Employment Security • September 24th, 2007 • E-Z-Em, Inc. • In vitro & in vivo diagnostic substances • New York

AMENDED AND RESTATED CHANGE IN CONTROL EMPLOYMENT SECURITY AGREEMENT This Amended and Restated Change in Control Employment Security Agreement is entered into effective as of the 24th day of September, 2007, by and between E-Z-EM, Inc., a Delaware corporation (the “Employer”) and Joseph Cacchioli (the “Executive”). WITNESSETH: Whereas, the Executive is currently employed by the Employer as its Vice President-Controller; Whereas, in order to provide certain security to the Executive in connection with the Executive’s employment with the Employer, the Employer and the Executive entered into an Employment Security Agreement as of June 30, 1996 (the “Agreement”), which the parties wish to amend and restate; Now, therefore, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree that the Agreement is hereby amended and restated in its entirety to read as follows:

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Exhibit D
Joint Filing Agreement • February 24th, 2004 • Ez Em Inc • In vitro & in vivo diagnostic substances

Each of the undersigned hereby agrees to be included in the filing of Amendment No. 4 to Schedule 13D with respect to the issued and outstanding Common Stock of E-Z-EM, Inc. beneficially owned by each of the undersigned, respectively.

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VOTING AGREEMENT
Voting Agreement • October 30th, 2007 • E-Z-Em, Inc. • Surgical & medical instruments & apparatus • Delaware

This VOTING AGREEMENT, dated as of October 30, 2007 (this “Agreement”), is made by and among BRACCO DIAGNOSTICS, INC., a Delaware corporation (“Parent”), E-Z-EM, INC., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule I to this Agreement (the “Stockholders”).

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NON-STATUTORY STOCK OPTION AGREEMENT FOR MEMBERS OF THE BOARD OF DIRECTORS
Non-Statutory Stock Option Agreement • April 12th, 2005 • Ez Em Inc • In vitro & in vivo diagnostic substances • Delaware

THIS AGREEMENT is made as of «STARTDATE» (the “Grant Date”) between E-Z-EM, Inc. (the “Company”) and «FIRSTNAM» «LASTNAM» (the “Optionee”). Terms used but not defined herein have the same meaning as in the Company’s 2004 Stock and Incentive Award Plan (the “Plan”) unless the context suggests otherwise. All references to Sections in this Agreement refer to Sections of this Agreement unless otherwise indicated.

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