Exhibit 10.1


 


1999
EQUITY PLAN

FOR EMPLOYEES OF

ALLIANCE IMAGING, INC. AND SUBSIDIARIES


 


(As
amended and restated December 14, 2007)


 


1.        PURPOSE OF PLAN


 


The 1999 Equity Plan, as
amended and restated, for Employees of Alliance Imaging, Inc. and
Subsidiaries (the “Plan”) is designed:


 


(a)           to
promote the long term financial interests and growth of Alliance Imaging, Inc.,
a Delaware corporation (the “Company”) and its Subsidiaries by attracting and
retaining management and personnel with the training, experience and ability to
enable them to make a substantial contribution to the success of the Company’s
business;


 


(b)           to
motivate personnel by means of growth-related incentives to achieve long range
goals; and


 


(c)           to
further the identity of interests of participants with those of the
stockholders of the Company through opportunities for stock or stock-based
ownership in the Company.


 


2.        DEFINITIONS


 


As used in the Plan, the
following words shall have the following meanings:


 


(a)           “Award”
means any right granted under the Plan, including a Stock Option award, a
Restricted Stock award, a Restricted Stock Unit award, a Stock Bonus award and
a Performance-Based Award.


 


(b)           “Award
Agreement” means an agreement between the Company and a Participant that sets
forth the terms, conditions and limitations applicable to an Award.


 


(c)           “Board
of Directors” means the Board of Directors of the Company.


 


(d)           “Code”
means the Internal Revenue Code of 1986, as amended.


 


(e)           “Committee”
means the Compensation Committee of the Board of Directors or another committee
of the Board of Directors designated by the Board of Directors to administer
the Plan.


 


(f)            “Common
Stock” or “Share” means $.01 par value common stock of the Company.


 


(g)           “Covered
Employee” means an Employee who is, or could be, a “covered employee” within
the meaning of Section 162(m) of the Code.


 


(h)           “Director”
means a member of the Board of Directors.


 





















 


(i)            “Employee”
means a person, including an officer, in the regular full-time employment of
the Company or one of its Subsidiaries.


 


(j)            “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(k)           “Fair
Market Value” means such value of a Share as reported for stock exchange
transactions and/or determined in accordance with any applicable resolutions or
regulations of the Committee in effect at the relevant time.


 


(l)            “Independent
Director” means a Director who is not an Employee.


 


(m)          “Participant”
means an Employee, Director, consultant or other person having a unique
relationship with the Company or one of its Subsidiaries, to whom one or more Awards
have been made and such Awards have not all been forfeited or terminated under
the Plan.


 


(n)           “Performance-Based Award” means an Award granted to selected
Covered Employees pursuant to Sections 6 and 7, but which is subject to the
terms and conditions set forth in Section 8.  All Performance-Based Awards are intended to
qualify as Qualified Performance-Based Compensation.


 


(o)           “Performance Criteria” means the criteria that the Committee
selects for purposes of establishing the Performance Goal or Performance Goals
for a Participant for a Performance Period. 
The Performance Criteria that will be used to establish Performance
Goals are limited to the following: net earnings (either before or after
interest, taxes, depreciation and amortization), economic value-added (as
determined by the Committee), sales or revenue, net income (either before or
after taxes), operating earnings, cash flow (including, but not limited to,
operating cash flow and free cash flow), cash flow return on capital, return on
net assets, return on stockholders’ equity, return on assets, return on
capital, stockholder returns, return on sales, gross or net profit margin,
productivity, expense, margins, operating efficiency, customer satisfaction,
working capital, earnings per share, price per share of Stock, and market
share, any of which may be measured either in absolute terms or as compared to
any incremental increase or as compared to results of a peer group.  The Committee shall, within the time
prescribed by Section 162(m) of the Code, define in an objective
fashion the manner of calculating the Performance Criteria it selects to use
for such Performance Period for such Participant.


 


(p)           “Performance
Goals” means, for a Performance Period, the goals established in writing by the
Committee for the Performance Period based upon the Performance Criteria.  Depending on the Performance Criteria used to
establish such Performance Goals, the Performance Goals may be expressed in
terms of overall Company performance or the performance of a division, business
unit, or an individual.  The Committee,
in its discretion, may, within the time prescribed by Section 162(m) of
the Code, adjust or modify the calculation of Performance Goals for such Performance
Period in order to prevent the dilution or enlargement of the rights of
Participants (a) in the event of, or in anticipation of, any unusual or
extraordinary corporate item, transaction, event, or development, or (b) in
recognition of, or in anticipation of, any other unusual or nonrecurring events
affecting the Company, or the financial statements of the Company, or in
response to, or in anticipation of, changes in applicable laws, regulations,
accounting principles, or business conditions.


 


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(q)           “Performance
Period” means the one or more periods of time, which may be of varying and
overlapping durations, as the Committee may select, over which the attainment
of one or more Performance Goals will be measured for the purpose of
determining a Participant’s right to, and the payment of, a Performance-Based
Award.


 


(r)            “Qualified
Performance-Based Compensation” means any compensation that is intended to
qualify as “qualified performance-based compensation” as described in Section 162(m)(4)(C) of
the Code.


 


(s)           “Restricted
Stock” means restricted shares of Common Stock granted pursuant to Section 6
of the Plan.


 


(t)            “Restricted
Stock Unit” means a right to receive a specified number of shares of Common Stock
pursuant to

Section 7(a).


 


(u)           “Securities
Act” means the Securities Act of 1933, as amended and the rules and
regulations promulgated thereunder.


 


(v)           “Stock
Bonus” means the right to receive a bonus of Common Stock for past services
pursuant to Section 7(b) of the Plan.


 


(w)          “Stock
Options” means the “Non-Qualified Stock Options” described in Section 5.


 


(x)            “Subsidiary”
means any corporation (or other entity) other than the Company in an unbroken
chain of entities beginning with the Company if each of the entities, or group
of commonly controlled entities, other than the last entity in the unbroken
chain, then owns stock (or other equity interest) possessing 50% or more of the
total combined voting power of all classes of equity in one of the other entities
in such chain.


 


3.        ADMINISTRATION OF PLAN


 


(a)           The
Plan shall be administered by the Committee. 
The members of the Committee shall consist solely of individuals who are
both “non-employee directors” as defined by Rule 16b-3 promulgated under
the Exchange Act and “outside directors” for purposes of Section 162(m) of
the Code, to the extent that the Company and its Employees are subject to Section 16
of the Exchange Act or Section 162(m) of the Code.  The Committee may adopt its own rules of
procedure, and the action of a majority of the Committee, taken at a meeting or
taken without a meeting by a writing signed by such majority, shall constitute
action by the Committee.  The Committee
shall have the power, authority and the discretion to administer, construe and
interpret the Plan and Award Agreements, to make rules for carrying out
the Plan and to make changes in such rules. 
Any such interpretations, rules, and administration shall be made and
done in good faith and consistent with the basic purposes of the Plan.  Notwithstanding the foregoing, the full Board
of Directors, acting by a majority of its members in office, shall conduct the
general administration of the Plan with respect to all Awards granted to
Independent Directors and for purposes of such Awards the term “Committee” as
used in this Plan shall be deemed to refer to the Board of Directors.


 


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(b)           The
Committee may delegate to the Chief Executive Officer and to other senior
officers of the Company its duties under the Plan subject to such conditions
and limitations as the Committee shall prescribe except that only the Committee
may designate and make Awards to Participants who are subject to Section 16
of the Exchange Act or Section 162(m) of the Code and only the Board
of Directors may designate and make Awards to Participants who are Independent
Directors.


 


(c)           The
Committee may employ attorneys, consultants, accountants, appraisers, brokers
or other persons.  The Committee, the
Company, and the officers and Directors of the Company shall be entitled to
rely upon the advice, opinions or valuations of any such persons.  Subject to the terms and conditions of the Plan
and any applicable Award Agreement, all actions taken and all interpretations
and determinations made by the Committee in good faith shall be final and
binding upon all Participants, 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 Awards, and all members of the Committee
shall be fully protected by the Company with respect to any such action,
determination or interpretation.


 


4.        ELIGIBILITY


 


The Committee may from time
to time make Awards under the Plan to such Employees, Directors, consultants,
or other persons having a unique relationship with the Company or any of its
Subsidiaries, and in such form and having such terms, conditions and
limitations as the Committee may determine.  Awards may be granted singly, in combination
or in tandem.  The terms, conditions and
limitations of each Award under the Plan shall be set forth in an Award
Agreement, in a form approved by the Committee, consistent, however, with the
terms of the Plan; provided, however, such Award Agreement shall contain
provisions dealing with the treatment of Awards in the event of the
termination, death or disability of the Participant, and may also include
provisions concerning the treatment of Awards in the event of a change in
control of the Company.


 


5.        STOCK
OPTION AWARDS


 


From time to time, the
Committee will grant options to purchase Common Stock which are not “incentive
stock options,” within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended.  At the time of
grant, the Committee shall determine, and shall have specified in the Stock
Option Award Agreement or other Plan rules, the option exercise period, the
option exercise price, and such other conditions or restrictions on the grant or
exercise of the Stock Option as the Committee deems appropriate.  In addition to other restrictions contained
in the Plan and Stock Option Award Agreement, Stock Options granted under this Section 5
(i) may not be exercised more than 10 years after the date granted and (ii) may
not have an option exercise price less than 85% of the Fair Market Value of
Common Stock on the date the option is granted. 
Payment of the option exercise price shall be made in cash or, with the
consent of the Committee, in shares of Common Stock (including shares acquired
by contemporaneous exercise of other Stock Options), or a combination thereof,
in accordance with the terms of the Plan, the Stock Option Award Agreement and
any applicable guidelines of the Committee in effect at the time.


 


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6.        RESTRICTED
STOCK AWARDS


 


(a)           The
Committee is authorized to make Awards of Restricted Stock to any Participant
selected by the Committee in such amounts and subject to such terms and conditions
as determined by the Committee.  All
Awards of Restricted Stock shall be evidenced by an Award Agreement.


 


(b)           Restricted
Stock shall be subject to such restrictions on transferability and other
restrictions as the Committee may impose (including, without limitation,
limitations on the right to vote Restricted Stock or the right to receive
dividends on the Restricted Stock). 
These restrictions may lapse separately or in combination at such times,
pursuant to such circumstances, in such installments, or otherwise, as the
Committee determines at the time of the grant of the Award or thereafter.


 


(c)           The
Committee may establish the exercise or purchase price, if any, of any
Restricted Stock; provided, however, that such price shall not be less than the
par value of a Share on the date of grant, unless otherwise permitted by
applicable state law.  The Committee may
determine that Participants in the Plan may be awarded Restricted Stock in
consideration for past services actually rendered to the Company for its
benefit.


 


(d)           Except as otherwise determined by the Committee at the time
of the grant of the Award or thereafter, upon termination of employment or
service during the applicable restriction period, Restricted Stock that is at
that time subject to restrictions shall be forfeited; provided, however, that the Committee may (i) provide in
any Restricted Stock Award Agreement that restrictions or forfeiture conditions
relating to Restricted Stock will be waived in whole or in part in the event of
terminations resulting from specified causes, and (ii) in other cases
waive in whole or in part restrictions or forfeiture conditions relating to
Restricted Stock.


 


(e)           Restricted
Stock granted pursuant to the Plan may be evidenced in such manner as the
Committee shall determine.  If
certificates representing shares of Restricted Stock are registered in the name
of the Participant, certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock, and
the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.


 


7.        OTHER TYPES
OF AWARDS


 


(a)           The
Committee is authorized to make Awards of Restricted Stock Units to any
Participant selected by the Committee in such amounts and subject to such terms
and conditions as determined by the Committee. 
At the time of grant, the Committee shall specify the date or dates on
which the Restricted Stock Units shall become fully vested and nonforfeitable,
and may specify such conditions to vesting as it deems appropriate.  At the time of grant, the Committee shall
specify the maturity date applicable to each grant of Restricted Stock Units
which shall be no earlier than the vesting date or dates of the Award and may
be determined at the election of the grantee. 
On the maturity date, the Company shall transfer to the Participant one
unrestricted, fully transferable Share for each Restricted Stock Unit scheduled
to be paid out on such date and not previously forfeited.


 


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(b)           The
Committee is authorized to make Awards of Stock Bonuses to any Participant
selected by the Committee in such amounts and subject to such terms and
conditions as determined by the Committee. 
All Awards of Stock Bonuses shall be evidenced by an Award Agreement.


 


(c)           Except
as otherwise provided herein, the term of any Award of a Restricted Stock Unit
or Stock Bonus shall be set by the Committee in its discretion.


 


(d)           The
Committee may establish the exercise or purchase price, if any, of any Restricted
Stock Unit or Stock Bonus Award; provided, however, that such price shall not
be less than the par value of a Share on the date of grant, unless otherwise
permitted by applicable state law.  The
Committee may determine that Participants in the Plan may be awarded a Restricted
Stock Unit or Stock Bonus in consideration for past services actually rendered
to the Company for its benefit.


 


(e)           An
Award of a Restricted Stock Unit or Stock Bonus shall only be exercisable or
payable while the Participant is an Employee, Director, consultant or person
having a unique relationship with the Company, as applicable; provided, however, that the Committee
in its sole and absolute discretion may provide that an Award of a Restricted
Stock Unit or Stock Bonus may be exercised or paid subsequent to a termination
of employment or service, as applicable, or following a change in control of
the Company, or because of the Participant’s retirement, death or disability,
or otherwise.


 


(f)            All
Awards under this Section 7 shall be subject to such additional terms and
conditions as determined by the Committee and shall be evidenced by an Award
Agreement.


 


8.        PERFORMANCE-BASED AWARDS


 


(a)           Purpose.  The purpose of this Section 8 is to
provide the Committee the ability to qualify Awards other than Stock Options
and that are granted pursuant to Sections 6 and 7 as Qualified
Performance-Based Compensation.  If the
Committee, in its discretion, decides to grant a Performance-Based Award to a
Covered Employee, the provisions of this Section 8 shall control over any
contrary provision contained in Sections 6 and 7; provided, however, that the Committee may in its discretion
grant Awards to Covered Employees that are based on Performance Criteria or
Performance Goals but that do not satisfy the requirements of this Section 8.


 


(b)           Applicability.  This Section 8 shall apply only to those
Covered Employees selected by the Committee to receive Performance-Based
Awards.  The designation of a Covered
Employee as a Participant for a Performance Period shall not in any manner
entitle the Participant to receive an Award for the period.  Moreover, designation of a Covered Employee
as a Participant for a particular Performance Period shall not require
designation of such Covered Employee as a Participant in any subsequent
Performance Period and designation of one Covered Employee as a Participant
shall not require designation of any other Covered Employees as a Participant
in such period or in any other period.


 


(c)           Procedures with Respect to Performance-Based Awards.  To the extent
necessary to comply with the Qualified Performance-Based Compensation
requirements of 


 


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Section 162(m)(4)(C) of
the Code, with respect to any Award granted under Sections 6 and 7 which may be
granted to one or more Covered Employees, no later than 90 days following the
commencement of any fiscal year in question or any other designated fiscal
period or period of service (or such other time as may be required or permitted
by Section 162(m) of the Code), the Committee shall, in writing, (a) designate
one or more Covered Employees, (b) select the Performance Criteria
applicable to the Performance Period, (c) establish the Performance Goals,
and amounts of such Awards, as applicable, which may be earned for such
Performance Period, and (d) specify the relationship between Performance
Criteria and the Performance Goals and the amounts of such Awards, as applicable,
to be earned by each Covered Employee for such Performance Period.  Following the completion of each Performance
Period, the Committee shall certify in writing whether the applicable
Performance Goals have been achieved for such Performance Period.  In determining the amount earned by a Covered
Employee, the Committee shall have the right to reduce or eliminate (but not to
increase) the amount payable at a given level of performance to take into
account additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the Performance Period.


 


(d)           Payment of Performance-Based Awards.  Unless otherwise
provided in the applicable Award Agreement, a Participant must be employed by
the Company or a Subsidiary on the day a Performance-Based Award for such
Performance Period is paid to the Participant. 
Furthermore, a Participant shall be eligible to receive payment pursuant
to a Performance-Based Award for a Performance Period only if the Performance
Goals for such period are achieved.


 


(e)           Additional
Limitations.  Notwithstanding any other
provision of the Plan, any Award which is granted to a Covered Employee and is
intended to constitute Qualified Performance-Based Compensation shall be
subject to any additional limitations set forth in Section 162(m) of
the Code (including any amendment to Section 162(m) of the Code) or
any regulations or rulings issued thereunder that are requirements for
qualification as qualified performance-based compensation as described in Section 162(m)(4)(C) of
the Code, and the Plan shall be deemed amended to the extent necessary to
conform to such requirements.


 


9.        LIMITATIONS
AND CONDITIONS


 


(a)           Subject
to Section 11, the number of Shares available for Awards under the Plan
shall be 8,025,000 shares of the authorized Common Stock as of the effective
date of the Plan.  Unless restricted by
applicable law, Shares related to Awards that are forfeited, terminated,
canceled or expire unexercised, shall immediately become available for Awards.


 


(b)           No
Participant shall be granted, in any calendar year, Awards to purchase more
than 2,000,000 Shares.  The foregoing
limitation shall be adjusted proportionately in connection with any change in
the Company’s capitalization as described in Section 11 and 12.  For purposes of this Section 9(b), if a
Stock Option is canceled in the same calendar year it was granted (other than
in connection with a transaction described in Section 11 and 12), the
canceled Stock Option will be counted against the limit set forth in this Section 9(b).  For this purpose, if the exercise price of a
Stock Option is reduced, the transaction shall be treated as a cancellation of
the Stock Option and the grant of a new Stock Option.


 


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(c)           No
Awards shall be made under the Plan beyond ten years after the effective date
of the Plan, as amended and restated on December 14, 2007, but the terms
of Awards made on or before the expiration thereof may extend beyond such
expiration.  At the time an Award is made
or amended or the terms or conditions of an Award are changed, the Committee
may provide for limitations or conditions on such Award.


 


(d)           Nothing
contained herein shall affect the right of the Company or any Subsidiary to
terminate any Participant’s employment at any time or for any reason.


 


(e)           Except
as otherwise prescribed by the Committee, the amounts of the Awards for any
employee of a Subsidiary, along with interest, dividends, and other expenses
accrued on deferred Awards shall be charged to the Participant’s employer
during the period for which the Award is made. 
If the Participant is employed by more than one Subsidiary or by a
combination of the Company and a Subsidiary during the period for which the Award
is made, the Participant’s Award and related expenses will be allocated between
the companies employing the Participant in a manner prescribed by the
Committee.


 


(f)            Other
than as specifically provided by will or by the applicable laws of descent and
distribution or the terms of any applicable trust, no benefit under the Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to do so shall be
void.  No such benefit shall, prior to
receipt thereof by the Participant, be in any manner liable for or subject to
the debts, contracts, liabilities, engagements, or torts of the Participant.


 


(g)           Participants
shall not be, and shall not have any of the rights or privileges of,
stockholders of the Company in respect of any Shares purchasable or otherwise
acquired in connection with any Award unless and until certificates
representing any such Shares have been issued by the Company to such
Participants; provided, however, that no delay in the issuance of certificates
due to be issued hereunder representing any such Shares shall operate to impair
or prejudice any Participant’s rights to participate in a corporate transaction
providing for the disposition of such Shares.


 


(h)           No
election as to benefits or exercise of Stock Options, Restricted Stock, Restricted Stock Units,
Stock Bonuses, Performance-Based Awards or other rights may be made
during a Participant’s lifetime by anyone other than the Participant except by
a legal representative appointed for or by the Participant.


 


(i)            Absent
express provisions to the contrary, no Award under the Plan shall be deemed “compensation”
for purposes of computing benefits or contributions under any retirement plan
of the Company or its Subsidiaries and shall not affect any benefits under any
other benefit plan of any kind or subsequently in effect under which the
availability or amount of benefits is related to level of compensation.  The Plan is not a “Pension Plan” or “Welfare
Plan” under the Employee Retirement Income Security Act of 1974, as amended.


 


(j)            Unless
the Committee determines otherwise, no benefit or promise under the Plan shall
be secured by any specific assets of the Company or any of its Subsidiaries,
nor shall any 


 


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assets of
the Company or any of its Subsidiaries be designated as attributable or
allocated to the satisfaction of the Company’s obligations under the Plan.


 


10.      TRANSFERS AND LEAVES OF ABSENCE


 


For purposes of the Plan,
unless the Committee determines otherwise: (a) a transfer of a Participant’s
employment without an intervening period of separation among the Company and
any Subsidiary shall not be deemed a termination of employment, and (b) a
Participant who is granted in writing a leave of absence shall be deemed to
have remained in the employ of the Company or a Subsidiary during such leave of
absence.


 


11.      ADJUSTMENTS


 


In the event of any change
in the outstanding Common Stock (including an exchange for cash) by reason of a
stock split, reverse stock split, spin-off, stock dividend, stock combination
or reclassification, recapitalization, reorganization, consolidation, merger,
change of control, or similar event, the Committee shall adjust appropriately
the number and kind of Shares subject to the Plan and available for or covered
by Awards and Share prices related to outstanding Awards, and make such other
revisions to outstanding Awards as it deems are equitably required.  Any adjustment affecting an Award intended as
Qualified Performance-Based Compensation shall be made consistent with the
requirements of Section 162(m) of the Code.


 


12.      MERGER,
CONSOLIDATION, EXCHANGE, ACQUISITION, DISTRIBUTION, LIQUIDATION OR DISSOLUTION


 


In its sole
discretion, and on such terms and conditions as it deems appropriate,
coincident with or after the grant of any Award, the Committee may provide that
such Award cannot be exercised after the consummation of the merger or
consolidation of the Company into another corporation, the exchange of all or
substantially all of the assets of the Company for the securities of another
corporation, the acquisition by another corporation of 80% or more of the
Company’s then outstanding shares of voting stock or the recapitalization,
reclassification, liquidation or dissolution of the Company, or other
adjustment or event which results in shares of Common Stock being exchanged for
or converted into cash, securities or other property, and if the Committee so
provides, it shall, on such terms and conditions as it deems appropriate in its
absolute discretion, also provide, either by the terms of such Award or by a
resolution adopted prior to the consummation of such merger, consolidation,
exchange, acquisition, recapitalization, reclassification, liquidation or
dissolution, that, for some period of time prior to the consummation of such
transaction or event, such Award shall be exercisable as to all shares subject
thereto, notwithstanding anything to the contrary herein (but subject to the
provisions of Section 9(c)) and that, upon the consummation of such event,
such Award shall terminate and be of no further force or effect; provided,
however, that the Committee may also provide, in its absolute discretion, that
even if the Award shall remain exercisable after any such event, from and after
such event, any such Award shall be exercisable only for the kind and amount of
cash, securities and/or other property, or the cash equivalent thereof (net of
any applicable exercise price), receivable as a result of such event by the holder
of a number of shares of stock for which such Award could have been exercised
immediately prior to such event.


 


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In the event of a “spin-off” or other substantial
distribution of assets of the Company which has a material diminutive effect
upon the Fair Market Value of the Company’s Common Stock, the Committee shall
in its discretion make an appropriate and equitable adjustment to any Award
exercise price to reflect such diminution.


 


13.      AMENDMENT AND TERMINATION


 


The Committee shall have the
authority to make such amendments to any terms and conditions applicable to
outstanding Awards as are consistent with the Plan; provided, that, except for
adjustments under Section 11 or 12 hereof, no such action shall modify
such Award in a manner adverse to the Participant without the Participant’s
consent except as such modification is provided for or contemplated in the
terms of the Award.  The Board of
Directors may amend, suspend or terminate the Plan.


 


14.      WITHHOLDING
TAXES


 


The
Company shall have the right to deduct from any cash payment made under the
Plan any federal, state or local income or other taxes required by law to be
withheld with respect to such payment.  It
shall be a condition to the obligation of the Company to deliver Shares upon
the exercise of an Award that the Participant pay to the Company such amount as
may be requested by the Company for the purpose of satisfying any liability for
such withholding taxes.  Any Award
Agreement may provide that the Participant may elect, in accordance with any
conditions set forth in such Award Agreement, to pay a portion or all of such
withholding taxes in shares of Common Stock (including shares acquired by
contemporaneous exercise of other Stock Options).


 


15.      REGISTRATION


 


(a)           If
the Company shall have filed a registration statement pursuant to the
requirements of Section 12 of the Exchange Act, or engaged in a Public
Offering (as defined below), (i) the Company shall use reasonable efforts
to register the Awards and the Common Stock to be acquired on exercise of the
Awards on a Form S-8 Registration Statement or any successor to Form S-8
to the extent that such registration is then available with respect to such Awards
and Common Stock and (ii) the Company will use reasonable efforts to file
the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the Securities and
Exchange Commission (“SEC”) thereunder, to the extent required from time to
time to enable the Participant to sell shares of Common Stock without
registration under the Securities Act within the limitations of the exemptions
provided under any applicable rule or regulation of the SEC.  Notwithstanding anything contained in this Section 15,
the Company may deregister under Section 12 of the Exchange Act if it is
then permitted to do so pursuant to the Exchange Act and the rules and
regulations thereunder.  Nothing in this Section 15
shall be deemed to limit in any manner otherwise applicable restrictions on
sales of Common Stock.


 


(b)           As
used herein the term “Public Offering” shall mean the sale of shares of Common
Stock to the public pursuant to a registration statement under the Securities
Act which 


 


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has been
declared effective by the SEC (other than a registration statement on Form S-8
or any other similar form) which results in an active trading market in the
Common Stock.


 


16.      EFFECTIVE
DATE AND TERMINATION DATES


 


The
Plan as amended and restated by the Board of Directors shall be effective on
and as of December 14, 2007 and shall terminate on December 13, 2017,
subject to earlier termination by the Board of Directors pursuant to Section 13.  The Plan will be submitted for the approval
of the Company’s stockholders within twelve (12) months after the date of the
Board’s initial adoption of the Plan. 
Awards may be granted prior to such stockholder approval, provided that
Awards granted to Independent Directors shall not be exercisable, shall not
vest and the restrictions thereon shall not lapse prior to the time when the
Plan is approved by the stockholders, and provided further that if such
approval has not been obtained at the end of said twelve month period, all
Awards previously granted to Independent Directors under the Plan shall
thereupon be canceled and become null and void.


 


17.      SECTION 409A


 


To the extent that the Committee
determines that any Award granted under the Plan is subject to Section 409A
of the Code, the Award Agreement evidencing such Award shall incorporate the
terms and conditions required by Section 409A of the Code.  To the extent applicable, the Plan and Award Agreements shall be
interpreted in accordance with Section 409A of the Code and Department of
Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be
issued after the effective date of the Plan. 
Notwithstanding any provision of the Plan to the contrary, in the event
that following the effective date of the Plan the Committee determines that any
Award may be subject to Section 409A of the Code and related Department of
Treasury guidance (including such Department of Treasury guidance as may be
issued after the effective date of the Plan), the Committee may adopt such
amendments to the Plan and the applicable Award Agreement or adopt other
policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Committee determines
are necessary or appropriate to (a) exempt the Award from Section 409A
of the Code and/or preserve the intended tax treatment of the benefits provided
with respect to the Award, or (b) comply with the requirements of Section 409A
of the Code and related Department of Treasury guidance.


 


*
* * * * * * * * *


 


I hereby certify that the
foregoing Plan was duly amended and restated by the Board of Directors of
Alliance Imaging, Inc. on December 14, 2007.  Executed on this           
day of                             ,
2007.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  By: Eli Glovinsky

  
	
   

  	
  Title: Executive Vice President, General Counsel &

  Secretary

  



 


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I hereby certify that the
foregoing Plan, as amended and restated herein was approved by the stockholders
of Alliance Imaging, Inc. on                             ,
2008.  Executed on this           
day of                               ,
2008.


 


	
   

  	
   

  	
   

  
	
   

  	
  By: Eli Glovinsky

  
	
   

  	
  Title: Executive Vice President, General Counsel &

  Secretary

  



 


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