exv10w14






Exhibit 10.14




VIRTUAL RADIOLOGIC CORPORATION

EQUITY INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT



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; provided, however, that as a condition to the grant of the Restricted Stock, the
Grantee hereby waives any and all rights to dividends payable in cash to the extent the record date
for such dividend occurs during a Period of Restriction on shares of Restricted Stock, and,
provided further, that all dividends payable in Shares having a record date during a Period of
Restriction on any of the Restricted Stock shall be subject to Section 8.8 of the Plan.



     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.



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



     (b) Vesting will occur only if the Grantee is employed by the Company on the vesting
date, unless the Committee determines otherwise in its sole and absolute discretion. Upon
termination of the Grantee’s employment with the Company for any reason whatsoever, with or without
cause, whether voluntarily or involuntarily, all shares of Restricted Stock which have not vested
as of the date of such termination will be forfeited and returned to the Company, and all rights of
the Grantee or the Grantee’s heirs in and to such shares will terminate, unless the Committee
determines otherwise in its sole and absolute discretion. Notwithstanding the foregoing, if the
Grantee is party to a written employment agreement with the Company, vesting of the Restricted
Stock will be accelerated on the terms and to the extent provided therein if there occurs an event
specified in such employment agreement as having the effect of accelerating the vesting of an award
of restricted shares of Common Stock (such rights of acceleration being in addition to, and not in
lieu of, any provision in the Plan for acceleration of vesting of restricted shares of Common Stock
based on the same or similar events that is, by the terms of the Plan, otherwise applicable
hereto).



     4. Tax Withholding. It is a condition to the award of the Restricted Stock to the
Grantee that the Grantee makes arrangements satisfactory to the Company to satisfy all tax
withholding amounts and other required deductions with respect to the Restricted Stock. The
Grantee will be permitted to satisfy these obligations by (i) making a cash payment to the Company,
or (ii) directing the Company to withhold vesting shares of Restricted Stock having a value (based
on the closing price of the Common Stock on the applicable vesting date) equal to the amount of
such obligations (rounded up to the nearest whole share).



     5. 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).



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     6. 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.



     7. 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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