Exhibit
10.22


ALLIANCE IMAGING, INC.


RESTRICTED STOCK
AWARD AGREEMENT


This Stock Bonus Award Agreement (this “Agreement”) is made as of January 1,
2007 (the “Grant Date”), by and between
Alliance Imaging, Inc., a Delaware corporation (the “Company”),
and [               ]
(“Employee”).  Capitalized terms not defined herein shall
have the meanings assigned to such terms in the Company’s 1999 Equity Plan, as
amended and restated (the “Plan”).


1.             Issuance of Stock.


(a)        Pursuant to the Plan and
subject to the terms and conditions of this Agreement, on the Issuance Date (as
defined below), the Company shall issue to Employee, for good and valuable
consideration which the Company has determined to exceed the par value of the
Company’s Common Stock,                   
shares of the Company’s common stock (the “Shares”).  For purposes of this Agreement, “Issuance
Date” shall mean the first Business Day (or as soon thereafter as is
practicable) following approval of an amendment to the Company’s 1999 Equity
Plan increasing the number of shares available for award thereunder.  In the event that the amendment to the 1999
Equity Plan shall not be approved, the issuance of the Shares hereunder shall
be null and void and without further effect..


(b)       The issuance of the Shares
under this Agreement shall occur at the principal office of the Company on the
Issuance Date.  Provided that Employee
remains continuously employed by the Company through the Issuance Date, the
Company shall deliver to Employee a certificate representing 100% of the Shares
to be issued to Employee (which shall be issued in Employee’s name) on, or as
soon as practicable following, the Issuance Date.


(c)        Prior to the Vesting Date
(as defined below), the stock certificate representing the Shares issued under
this Agreement on the Issuance Date shall be restricted, non-transferable and
bear the following legend:


“THE
SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE
PROVISIONS OF THE RESTRICTED STOCK AWARD AGREEMENT DATED AS JANUARY 1, 2007 BY
AND BETWEEN ALLIANCE IMAGING, INC. (THE “COMPANY”) AND THE PERSON NAMED ON THE
FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).”.


(d)  The Shares shall vest in their entirety and
all restrictions with respect thereto shall lapse on December 31, 2009 (the “Vesting
Date”), and on such date, the Company shall













remove the legend
included on the certificate evidencing the Shares pursuant to Section 1(c)  of this Agreement.  Except as otherwise set forth below, in the
event that Employee’s employment with the Company shall be terminated prior to
the Vesting Date, the Shares shall be forfeited by Employee and the Company
shall be entitled to cancel the certificate evidencing the Shares, 


2.             Limitations
to Vesting.


(a)        In
the event that Employee’s employment with the Company is terminated for Cause
(as defined below in Section 2(e)) or is terminated by the Employee (other than
as a result of death or Disability (as defined below in Section 2(e))), the
Shares under this Agreement shall thereupon be forfeited immediately and
without any further action by the Company.


(b)       In
the event that Employee’s employment with the Company is terminated as a result
of Employee’s death or Disability or by the Company other than for Cause (as
defined in Section 2(a)), Employee shall be entitled to vesting of a pro-rata
portion of the Shares (rounded down to the nearest whole number) equal to: (i)
33% of the Shares with respect to any termination occurring on or before
December 31, 2007, (ii) 66% of the Shares with respect to any termination after
December 31, 2007 but before December 31, 2008 and (iii) 100% with respect to
any termination after December 31, 2008. The right to receive any remaining
Shares shall be forfeited immediately and without any further action by the
Company.


(c)        In the event of the consummation of an
event as described in Section 12 of the Plan (a “Change
in Control”), Employee shall receive a pro-rata portion of the Shares
(rounded down to the nearest whole number) equal to: (i) 33% of the Shares with
respect to any Change in Control occurring on or before December 31, 2007, (ii)
66% of the Shares with respect to any Change in Control after December 31, 2007
but before December 31, 2008 and (iii) 100% with respect to any Change in
Control after December 31, 2008. The right to receive any remaining Shares
shall be forfeited immediately and without any further action by the Company.


(d)       The rights to receive
Shares or any interest or right therein or part thereof under this Agreement
shall not be liable for the debts, contracts or engagements of Employee or his
successors in interest nor shall such rights be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by
operation of law by judgment, levy, attachment, garnishment or any other legal
or equitable proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect.


(e)        For
purposes of this Agreement, (A) “Cause” shall mean (i) the Employee’s willful
refusal to perform in any material respects the Employee’s lawful duties or
responsibilities for the Company or its Subsidiaries, (ii) the Employee’s
willful disregard in any material respect of any financial or other budgetary
limitations established in good faith by the Company’s Chief Executive Officer,
President, Board of Directors, (iii) misconduct by the Employee that causes
material and demonstrable injury, monetarily or otherwise, to the Company or
its Subsidiaries, including but not limited to misappropriation or conversion
of assets of the Company or its Subsidiaries (other than non-material assets);
(iv) conviction of or entry of a plea of nolo contendere to a non-vehicular
felony; or (v) the Employee’s violation of



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any restrictive
covenant contained in any employment agreement to which he and the Company or
one of its Subsidiaries are parties, which violation constitutes a material
breach by Employee of such agreement.  No
act or failure to act by the Employee shall be deemed “willful” if done, or
omitted to be done, by him in good faith and with the reasonable belief that
his action or omission was in the best interest of the Company or consistent
with Company policies or the directive of the Company’s Chief Executive
Officer, President or Board of Directors, and (B)  Disability shall mean “permanent and total
disability” within the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended.


3.             No Employment Rights.  Nothing in this Agreement shall affect in any
manner whatsoever the right or power of the Company, or a parent, subsidiary or
Affiliate of the Company, to terminate at any time Employee’s employment with
the Company, for any reason, with or without cause.


4.             Miscellaneous.


(a)        Governing
Law.  This Agreement and
all acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of California, without giving effect to principles of
conflicts of law.


(b)       Withholding
Taxes.  It shall be a
condition to the obligation of the Company to deliver the Shares pursuant to
this Agreement that the Employee pay to the Company such amount as may be
requested by the Company for the purpose of satisfying any federal, state or
local income or other taxes required by law to be withheld with respect to such
delivery.  The Employee may elect to have
the Company withhold part of the Shares issuable under this Agreement, or allow
the return of the Shares to the Company, having a Fair Market Value equal to
the sums required to be withheld.


(c)        Entire
Agreement; Enforcement of Rights.   The Plan is incorporated herein by
reference.  This Agreement and the Plan
set forth the entire agreement and understanding of the parties relating to the
subject matter herein and merge all prior discussions between them.  No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, shall be
effective unless in writing signed by the parties to this Agreement.  The failure by either party to enforce any
rights under this Agreement shall not be construed as a waiver of any rights of
such party.  Notwithstanding anything to
the contrary anywhere else in this Agreement, the grant of the Shares is subject
to the terms, definitions and provisions of the Plan, which is incorporated
herein by reference.  Any of Employee’s
rights hereunder shall be in addition to any rights Employee may otherwise have
under benefit plans or agreements of the Company to which Employee is a party
or in which Employee is a participant, including, but not limited to, any
Company sponsored employee benefit plans, stock option plans, severance plans
or severance agreements.  The provisions
of this Agreement shall not in any way limit Employee’s rights under such other
plans and agreements.


(d)       Severability.  If one or more provisions of this Agreement
are held to be  unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. 
In the event that the parties cannot reach a mutually agreeable and
enforceable replacement for



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such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the
balance of this Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of this Agreement shall be enforceable in
accordance with its terms.


(e)        Construction.  This Agreement is the result of negotiations
between and has been reviewed by each of the parties hereto and their
respective counsel, if any; accordingly, this Agreement shall be deemed to be
the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


(f)        Notices.  Any notice required or permitted by this
Agreement shall be in writing and shall be deemed sufficient when delivered
personally or sent by telegram or fax or 48 hours after being deposited in the
U.S. mail, as certified or registered mail, with postage prepaid, and addressed
to the party to be notified at such party’s address or fax number as set forth
below or as subsequently modified by written notice.


(g)       Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.


(h)       Successors
and Assigns.  The rights
and benefits of this Agreement shall inure to the benefit of, and be
enforceable by the Company’s successors and assigns.  The Company may assign its rights under this
Agreement to any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company without the prior written consent of Employee. The rights
and obligations of Employee under this Agreement may only be assigned with the
prior written consent of the Company.


[Signature Page
Follows]



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The parties have
executed this Agreement as of the date first set forth above.


	
   

  	
  ALLIANCE IMAGING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Paul S.
  Viviano

  
	
   

  	
   

  
	
   

  	
  Title: Chairman
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  1900 South State
  College Blvd., Suite 600

  
	
   

  	
  Anaheim,
  California 92806

  



 


EMPLOYEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS
AGREEMENT SHALL CONFER UPON EMPLOYEE ANY RIGHT WITH RESPECT TO CONTINUATION OF
SUCH EMPLOYMENT RELATIONSHIP WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY
WAY WITH EMPLOYEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EMPLOYEE’S
EMPLOYMENT RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 



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