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EXHIBIT 15
December 5, 2000
Mr. Ian Farmer
2782 Calle Alegre
Pleasanton, CA 94566
Re: Executive Severance Agreement dated September 2, 1998 (the
"Agreement")
Dear Mr. Farmer:
This is to confirm our understanding regarding amounts that will be due
you under the above-referenced Agreement upon the completion of the pending
transaction (the "Transaction") between ADAC Laboratories, Inc. ("ADAC") and
Philips Electronics North America Corporation ("Philips").
If the Transaction is completed in calendar year 2000, you agree that the
Severance Payment will be due under Section 3 of the Agreement will be
$459,502. This Payment will be made to you in a cash lump sum payment as
promptly as practicable following the Closing. You also agree that you will not
be entitled to "fringe benefits" continuation under Section 5 of the Agreement.
If the Transaction is completed after calendar year 2000, your "base
amount" for purposes of Section 280G of the Internal Revenue Code may change,
in which case you and we will make new determinations regarding the amount of
any Severance Payment, if any, is due under the Agreement.
Assuming that the Transaction is completed in calendar year 2000 at a
price of $18.50 per share, you will be paid at the closing of the Transaction
$2,432,500 for your ADAC restricted stock (in accordance with the tender offer
procedures) and stock options, which amount is net of the exercise price of
such options. You will not be required to place any portion of such funds into
escrow pursuant to Section 3 of the Agreement.
Please sign below to indicate your concurrence in the above.
Sincerely,
/s/ Tim Mickelson
Tim Mickelson
President
Agreed:
/s/ Ian Farmer
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Ian Farmer
