Exhibit
10.23


ALLIANCE IMAGING, INC.


FORM OF STOCK
BONUS AWARD AGREEMENT


[DOLLAR
DENOMINATED]


This Stock Bonus Award Agreement (this “Agreement”) is made as of June 1,
2006 (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, the number of whole shares of the Company’s common
stock (the “Shares”) (rounded down) equal
to (i) $500,000 divided by (ii) the Fair Market Value of the Shares on December
31, 2008 (the “Issuance Date”).


(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)        The stock certificate
representing the Shares issued under this Agreement on the Issuance Date shall
be unrestricted and freely transferable.


2.             Limitations
to Issuance.


(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
right to receive 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 receive a pro-rata portion of the
Shares (rounded down) equal to the product of (i) (1) $500,000 divided by (2)
the Fair Market Value of the Shares on the date of termination and (ii) a
fraction, the numerator of which is the number of whole months that have
elapsed from the Grant Date, and the denominator of which is 36.  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) equal to the product of (i) (1) $500,000 divided by (2) the Fair
Market Value of the Shares on the date immediately preceding the Change in
Control and (ii) a fraction, the numerator of which is the number of whole
months that have elapsed from the Grant Date through the date immediately
preceding the date of the Change in Control, and the denominator of which is
36.  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 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.



 2
 









(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 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



 3
 









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]



 4
 









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:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 



 5