EX-10.33



 Exhibit 10.33 
 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT 
 This Non-Qualified Stock Option
Agreement (this “Agreement”), is entered into as of                     , 2013 by and between Alliance HealthCare Services, Inc., a
Delaware corporation hereinafter referred to as the “Company,” and                     , an employee or other service provider of the
Company or a Subsidiary (as defined below) of the Company, hereinafter referred to as “Optionee.” 
 WHEREAS, the
Company wishes to afford the Optionee the opportunity to purchase shares of its $0.01 par value Common Stock (“Common Stock”); 
 WHEREAS, the Company wishes to carry out the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and 

WHEREAS, the Committee (as defined below) appointed to administer the Plan has determined that it would be to the advantage and best
interest of the Company and its stockholders to grant the Non-Qualified Stock Option provided for herein to the Optionee as an incentive for increased efforts during his term of employment or other service with the Company or its Subsidiaries, and
has advised the Company thereof and instructed the undersigned officers to issue said Option; 
 NOW, THEREFORE, in
consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows: 

ARTICLE I 

DEFINITIONS 

Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates
to the contrary. Capitalized terms used and not defined in this Agreement shall have the meaning specified in the Plan unless the context clearly indicates to the contrary. 
 SECTION 1.1    CAUSE 
 “Cause” shall mean
(i) the Optionee’s willful refusal to perform in any material respect the Optionee’s lawful duties or responsibilities for the Company or its Subsidiaries; (ii) the Optionee’s willful disregard in any material respect of any
financial or other budgetary limitations established in good faith by the Company’s Board of Directors; (iii) misconduct by the Optionee 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 Optionee’s violation of any restrictive covenant contained in any employment or other service agreement to which he and the Company or one of its Subsidiaries are parties, which violation constitutes a material breach by Optionee
of such agreement. No act or failure to act by the Optionee 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 Board of Directors. 
 SECTION 1.2    CHANGE OF CONTROL 

“Change of Control” means the occurrence of any of the following: (i) the sale, lease or transfer, in one or a series of
related transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; or (ii) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders and their
Related Parties, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any
successor provision) of 50% or more of the total voting power of the Voting Stock of the Company. 
 SECTION 1.3    CODE

 “Code” shall mean the Internal Revenue Code of 1986, as amended. 

SECTION 1.4    COMMITTEE 
 “Committee” shall mean the Compensation Committee of the Board of Directors or any other committee of the Board of Directors of the Company designated to administer the Plan. 

SECTION 1.5    EXCHANGE ACT 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder. 
 SECTION 1.6    OPTION 
 “Option” shall mean the
Non-Qualified Stock Option to purchase Common Stock granted under this Agreement. 
 SECTION 1.7    PERMANENT DISABILITY

 The Optionee shall be deemed to have a “Permanent Disability” if the Optionee is unable to engage in the activities
required by his employment or other service by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12
months, as reasonably determined by the Committee in good faith and in its discretion. 

  
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 SECTION 1.8    PERMITTED HOLDER 

“Permitted Holders” means OCM Principal Opportunities Fund IV, L.P. (“Oaktree”), MTS Health Investors II, L.P.
(“MTS”) and affiliates of Oaktree and MTS. 
 SECTION 1.9    PERSON 

“Person” shall mean an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act. 
 SECTION 1.10    PLAN 
 “Plan” shall mean the 1999
Equity Plan for Employees of Alliance HealthCare Services, Inc. (f/k/a Alliance Imaging, Inc.) and Subsidiaries, as the same may be amended from time to time. 
 SECTION 1.11    PRONOUNS 
 The masculine pronoun shall include
the feminine and neuter, and the singular the plural, where the context so indicates. 
 SECTION 1.12    RELATED PARTIES

 “Related Parties” means any Person controlled by a Permitted Holder, including any partnership of which a Permitted
Holder or its affiliates is the general partner. 
 SECTION 1.13    SECRETARY 

“Secretary” shall mean the Secretary of the Company. 
 SECTION 1.14    SECURITIES ACT 
 “Securities Act”
means the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder. 
 SECTION
1.15    SUBSIDIARY 
 “Subsidiary” with respect to any entity shall mean any corporation in an
unbroken chain of corporations beginning with such entity if each of the corporations, or group of commonly controlled corporations, other than the last corporation in the unbroken chain, then owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain. 

  
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 SECTION 1.16    VESTING REFERENCE DATE 

“Vesting Reference Date” shall mean the date of this Agreement. 
 SECTION 1.17    VOTING STOCK 
 “Voting Stock” of the
Company as of any date means the stock of the Company that is at the time entitled to vote in the election of the Board of Directors of the Company. 
 ARTICLE II 
 GRANT OF THE OPTION 

SECTION 2.1    GRANT OF THE OPTION 
 For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee an Option to purchase any part or all of an aggregate of the number of shares set forth
with respect to such Option on the signature page hereof of its Common Stock upon the terms and conditions set forth in this Agreement. 

SECTION 2.2    EXERCISE PRICE 
 The exercise price of the shares of stock covered by the Option, which shall be no less than 100% of the Fair Market Value of such shares on the date hereof, is set forth on the signature page hereto.

 SECTION 2.3    CONSIDERATION TO THE COMPANY 
 In consideration of the granting of the Option by the Company, the Optionee agrees to render faithful and efficient services to the Company or one of its Subsidiaries, with such duties and
responsibilities as the Company shall from time to time prescribe. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ or service of the Company or any of its Subsidiaries or shall interfere
with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to terminate the employment or other service of the Optionee at any time for any reason whatsoever, with or without Cause. 

SECTION 2.4    ADJUSTMENTS TO OPTION 
 Subject to Section 11 and Section 12 of the Plan, in the event that the outstanding shares of the stock subject to an Option are, from time to time, changed into or exchanged for cash or a
different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend , combination of shares, or otherwise, or if the Company shall
effect a cash dividend the amount of which, on a per Share basis, exceeds ten percent (10%) of the Fair Market Value of a share of Common Stock at the time the dividend is declared, or the Company shall effect any other dividend or other
distribution on the Common Stock in the form of cash that the Company’s 

  
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Board of Directors determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or
reorganization involving the Common Stock, then the Committee shall make an appropriate and equitable adjustment in the number and kind of shares or other consideration and the exercise price as to which such Option, or portions thereof then
unexercised, shall be exercisable in order to prevent dilution or enlargement of the benefits intended to be made available with respect to any Option. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the
Company and all other interested persons. In any such case, the Committee may also (or in lieu of the foregoing) make provision for a cash payment to the Optionee in exchange for the cancellation of all or a portion of the Option (without the
consent of the holder of the Option) in an amount determined by the Committee effective at such time as the Committee specifies (which may be the time such transaction or event is effective). In any event, the Option is subject only to such
adjustments as are necessary to maintain the relative proportionate interest the Option represented immediately prior to any such event and to preserve, without exceeding, the value of the Option. 

ARTICLE III 

PERIOD OF EXERCISABILITY 

SECTION 3.1    COMMENCEMENT OF EXERCISABILITY 
 (a) The Option shall become exercisable with respect to one-third (1/3) of the shares of Common Stock subject to the Option on each of the first three anniversaries of the Vesting Reference Date;
provided, that, notwithstanding the foregoing: 
 (i) The Option shall become exercisable as to 100% of the
shares of Common Stock subject to the Option immediately prior to the consummation of a Change of Control (but only to the extent such Option has not otherwise terminated); provided, however, that as a condition subsequent to the acceleration of the
exercisability of the Option pursuant to this paragraph, the Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and the exercise, if any, of the Option shall
be void ab initio. 
 (ii) The Option shall become exercisable as to 100% of the shares of Common Stock subject
to the Option upon the Optionee’s death or Permanent Disability. 
 (b) Notwithstanding the foregoing, neither the Option
nor any portion thereof shall become exercisable as to any additional shares of Common Stock following the termination of employment of the Optionee for any reason and all or any portion of the Option which is non-exercisable as of the
Optionee’s termination of employment shall be immediately cancelled. 
 SECTION 3.2    EXPIRATION OF OPTION 

The Option may not be exercised to any extent by anyone after the first to occur of the following events: 

  
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 (a) The tenth anniversary of the date hereof; or 

(b) The first anniversary of the date of the Optionee’s termination of employment or other service by reason of death or Permanent
Disability; or 
 (c) The first business day which is ninety (90) days after termination of employment or other service of
the Optionee for any reason other than for Cause, death or Permanent Disability; or 
 (d) The opening of business on the date
of the Optionee’s termination of employment or other service by the Company or a Subsidiary for Cause; or 
 (e) Subject to
the provisions for accelerated exercisability pursuant to Sections 3.1(a) upon a Change of Control, if the Committee so determines pursuant to Section 11 and Section 12 of the Plan, the effective date of a Change of Control. At least ten
(10) days prior to the effective date of such Change of Control, the Committee shall give the Optionee notice of such event if the Option has not then been fully exercised. 

ARTICLE IV 

EXERCISE OF OPTION 
 SECTION
4.1    PERSON ELIGIBLE TO EXERCISE 
 During the lifetime of the Optionee, only he may exercise the Option or
any portion thereof. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered
to do so under the Optionee’s will or under the then applicable laws of descent and distribution. 
 SECTION
4.2    PARTIAL EXERCISE 
 Any exercisable portion of the Option or the entire Option, if then wholly
exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole shares of Common Stock
only. 
 SECTION 4.3    MANNER OF EXERCISE 
 An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when the Option or such portion becomes
unexercisable under Section 3.2, or by such other methods as are prescribed by the Committee or its delegate from time to time: 
 (a) Notice by the Optionee or the other person then entitled to exercise the Option or portion thereof, in a form acceptable to the Committee, stating that the Option or portion thereof is thereby
exercised, such notice complying with all applicable rules established by the Committee; 

  
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 (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect
to which such Option or portion thereof is exercised; 
 (c) To the extent determined necessary by the Committee, a bona fide
written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of stock are being acquired for his own account,
for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act, and then applicable rules and regulations thereunder, and that the Optionee or other person
then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person
is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such
representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; 
 (d) Full payment to the Company (in cash, by check or by a combination thereof) of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and

 (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other
than the Optionee, appropriate proof of the right of such person or persons to exercise the Option. 
 Without limiting the generality of the
foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of the Option does not violate the Securities Act, and may issue stop-transfer orders covering such
shares. Share certificates or book entries evidencing stock issued on exercise of this Option shall bear an appropriate legend or include an appropriate stop-transfer restriction referring to the provisions of subsection (c) above and the
agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such
registration is then effective in respect of such shares. 
 SECTION 4.4    CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES

 The shares of stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized
but unissued shares or issued shares which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of stock
purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: 

  
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 (a) The obtaining of approval or other clearance from any state or federal or foreign
governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and 
 (b)
The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience; provided, however, that no delay in the issuance of any certificate to be
issued hereunder shall operate to prejudice or impair the Optionee’s rights to participate in a corporate transaction providing for the disposition of stock. 
 SECTION 4.5    RIGHTS AS STOCKHOLDER 
 The holder of the Option
shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such shares shall have
been issued by the Company to such holder or such shares are otherwise held of record by such holder as evidenced to the Company’s satisfaction. 
 ARTICLE V 
 MISCELLANEOUS 
 SECTION 5.1    ADMINISTRATION 
 The Committee shall have the
power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all
interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Option. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this
Agreement. 
 SECTION 5.2    OPTION NOT TRANSFERABLE 

Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the
Optionee or his successors in interest or shall 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; provided, however, that this Section 5.2 shall not
prevent transfers by will or by the applicable laws of descent and distribution. 

  
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 SECTION 5.3    SHARES TO BE RESERVED 

The Company shall at all times during the term of the Option reserve and keep available such number of shares of stock as will be
sufficient to satisfy the requirements of this Agreement. 
 SECTION 5.4    LIMITATIONS APPLICABLE TO SECTION 16 PERSONS

 Notwithstanding any other provision of the Plan or this Agreement, if Optionee is subject to Section 16 of the Exchange
Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are
requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 

SECTION 5.5    NOTICES 
 Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee shall be addressed to him at
his most recent address or e-mail account as reflected in the Company’s records. By a notice given pursuant to this Section 5.5, either party may hereafter designate a different address for notices to be given to him or it. Any notice
which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice
under this Section 5.5. 
 SECTION 5.6    TITLES 

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

 SECTION 5.7    APPLICABILITY OF PLAN; RECOUPMENT 
 The Option and the shares of Common Stock issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan. In the event of any conflict between this
Agreement and the Plan, the terms of the Plan shall control. The Option, and any Common Stock issued or cash paid pursuant to the Option, shall be subject to any recoupment, clawback, equity holding, stock ownership or similar policies adopted by
the Company from time to time (to the extent contemplated by such policies) and any recoupment, clawback, equity holding, stock ownership or similar requirements made applicable by law, regulation or listing standards to the Company from time to
time (to the extent contemplated by such requirements). 

  
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 SECTION 5.8    AMENDMENT 

Except as provided in Section 11 and Section 12 of the Plan, the Committee may amend this Agreement, or waive any restrictions
or conditions applicable to this Agreement or the exercise of the Option, provided that any modification or amendment that materially diminishes the rights of the Optionee, or the cancellation of the Option, shall be effective only if agreed to by
the Optionee or any other person(s) as may then have an interest in the Award, but the Committee need not obtain Optionee (or other interested party) consent for the amendment or cancellation of the Option pursuant to the provisions of
Section 5.6 of this Agreement or Section 12 of the Plan or as follows: (i) to the extent the Committee deems such action necessary to comply with any applicable law, the listing requirements of any principal securities exchange or
market on which the Common Stock is then traded; (ii) to the extent the Committee deems necessary to preserve favorable accounting or tax treatment of the Option for the Company; or (iii) to the extent the Committee determines that such
action does not materially and adversely affect the value of the Option or that such action is in the best interest of the Optionee or any other person(s) as may then have an interest in the Option. 

SECTION 5.9    GOVERNING LAW 
 The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of
laws. 
 SECTION 5.10    JURISDICTION 
 Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in
the State of Delaware, and the Optionee hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee hereby irrevocably waives any objections which he may now or
hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, and hereby further irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before
any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of Delaware, and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court,
domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding. 

  
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 IN WITNESS WHEREOF, this Non-Qualified Stock Option Agreement has been executed and
delivered by the parties hereto as of the date first written above. 
  

					
	NAME, OPTIONEE	 	  ALLIANCE HEALTHCARE SERVICES, INC.
			
	  
	 	  By:	 	  

		 	  Name:	 	  

		 	  Title:	 	  

			
	  
	 		 	
	Optionee’s Address	 		 	

 Exercise price per share: [            ] 

Aggregate number of shares of Common Stock for 

which the Option granted hereunder is exercisable: [        ] 

  
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