exv10w12






Exhibit 10.12




VIRTUAL RADIOLOGIC CORPORATION

EQUITY INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT

(NON-EMPLOYEE DIRECTOR GRANTS)



Grantee:

Number of Shares:

Grant Date:




     The Grantee named above has been awarded the number of restricted shares (the “Restricted
Stock”) of the common stock, par value $0.001 per share (the “Common Stock”), of
Virtual Radiologic Corporation (the “Company”) as indicated above. This Agreement outlines
certain terms and conditions of the award. The Restricted Stock is granted under and will be
governed by terms of the Virtual Radiologic Corporation Equity Incentive Plan (the “Plan”).
Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the
Plan.



     1. Rights as Stockholder. From and after the Grant Date, the Grantee will have all
rights of a stockholder with respect to the Restricted Stock, including the right to vote shares of
Restricted Stock, subject, however, to the provisions of Section 8.8 of the Plan regarding
dividends payable in Shares having a record date during a Period of Restriction on any of the
Restricted Stock.



     2. Restrictions; Delivery.



     (a) Until the Restricted Stock granted hereunder vests and applicable Periods of Restriction
lapse in accordance with Section 3 hereof, one or more stock certificates representing the unvested
portion of the Restricted Stock will be issued in the Grantee’s name, but will be held in custody
by the Company or an escrow agent (which may be a brokerage firm) appointed by the Company.
Alternatively, the unvested portion of the Restricted Stock may be reflected in an electronic
account, with appropriate stop transfer instructions. The Grantee will not be permitted to sell,
transfer, assign, give, place in trust, or otherwise dispose of or pledge, grant a security
interest in, or otherwise encumber unvested shares of Restricted Stock, other than by will or the
laws of descent and distribution, and any such attempted disposition or encumbrance will be void
and unenforceable against the Company, provided that the Grantee may assign or transfer unvested
shares of Restricted Stock in any manner consistent with the terms and conditions of the Plan.



     (b) Subject to the provisions of this award, upon the vesting of any shares of Restricted
Stock and the lapse of any applicable Period of Restriction, the Company will deliver to the
Grantee a certificate or certificates for the number of shares of Restricted Stock which have so
vested. Alternatively, the Company may elect to deliver vested shares of Restricted Stock
electronically, and if applicable, Grantee may be required by the Company to establish an account
with a brokerage firm selected by the Company as a condition to receiving such shares.



     3. Vesting of Restricted Stock. The Restricted Stock will vest (and become
non-forfeitable), and all Periods of Restriction shall lapse as follows [INSERT VESTING
TERMS].



     4. Securities Act Registration. The Grantee is prohibited from selling vested shares
of Restricted Stock other than pursuant to either (i) a registration statement on an appropriate
form under the Securities Act of 1933, as amended (the “Securities Act”), which
registration statement has become



 









 







effective and is current with regard to the shares being sold, or (ii) if a registration statement
covering the Restricted Stock is not effective at the time of issuance, a specific exemption from
the registration requirements of the Securities Act that is confirmed in a favorable written
opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any
such sale or distribution, provided that the Company will not require opinions of counsel for
transfers of shares of Restricted Stock made pursuant to
Rule 144 if the Company is provided with any certificates or other evidence of compliance with Rule
144 reasonably required by it in connection with such transfer (including a copy of the relevant
Form 144).



     5. Legend. Each certificate representing any unvested shares of Restricted Stock shall
be endorsed with a legend in substantially the following form:




     THE SALE OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, WHETHER
VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET
FORTH IN THE VIRTUAL RADIOLOGIC EQUITY INCENTIVE PLAN, IN THE RULES AND ADMINISTRATIVE PROCEDURES
ESTABLISHED PURSUANT TO SUCH PLAN, AND IN A RESTRICTED STOCK AGREEMENT DATED [DATE OF GRANT]. A
COPY OF THE PLAN, SUCH RULES AND PROCEDURES, AND SUCH RESTRICTED STOCK AGREEMENT MAY BE OBTAINED
FROM THE SECRETARY OF VIRTUAL RADIOLOGIC CORPORATION.



     6. Miscellaneous.



     (a) Construction. This Agreement shall be construed in accordance with and shall be
governed by the terms of the Plan. Grantee acknowledges receipt of a copy of the Plan and, as
applicable, a Plan prospectus, prior to the execution hereof and agrees to be bound by the terms of
the Plan.



     (b) Governing Law. The provisions of this Agreement, the Plan, or other
documents incorporated therein, shall be governed by, interpreted, and enforced in accordance with
the internal laws of the State of Delaware, without regard to the conflict of laws provisions
thereof, unless and to the extent they are pre-empted by the laws of the United States of America.



	 	 	 	 	 
	 	VIRTUAL RADIOLOGIC CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GRANTEE:

 	 
	 	 	 
	 




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