Exhibit
10.2


 


1999
EQUITY PLAN


FOR EMPLOYEES OF


ALLIANCE IMAGING, INC. AND SUBSIDIARIES


 


RESTRICTED STOCK UNIT AWARD
GRANT NOTICE AND

RESTRICTED STOCK UNIT AWARD AGREEMENT

(DIRECTORS)


 


Alliance Imaging, Inc.,
a Delaware corporation, (the “Company”), pursuant to the 1999 Equity Plan for
Employees of Alliance Imaging, Inc. and Subsidiaries, as amended from time
to time (the “Plan”),
hereby grants to the individual listed below (“Participant”), an award of restricted
stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of
shares of Stock set forth below (the “Shares”). 
This award of Restricted Stock Units is subject to all of the terms and
conditions as set forth herein and in the Restricted Stock Unit Award Agreement
attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and
the Plan, each of which are incorporated herein by reference.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Grant Notice
and the Restricted Stock Unit Agreement.


 


	
  Participant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
                                     ,
  2007

  
	
   

  	
   

  	
   

  
	
  Vesting

  Commencement Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total Number of RSUs:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  One
  hundred percent (100%) of the Restricted Stock Units shall vest on the first
  anniversary of the Vesting Commencement Date, subject to Participant’s
  continued service with the Company or its Subsidiaries through such date.

  



 


By Participant’s signature
and the Company’s signature below, Participant agrees to be bound by the terms
and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant
Notice.  Participant has reviewed the Restricted
Stock Unit Agreement, the Plan and this Grant Notice in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Grant
Notice and fully understands all provisions of this Grant Notice, the Restricted
Stock Unit Agreement and the Plan. 
Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Company upon any questions arising under
the Plan, this Grant Notice or the Restricted Stock Unit Agreement.


 


	
  ALLIANCE IMAGING, INC.:

  	
   

  	
  PARTICIPANT:

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Print
  Name:

  	
   

  	
   

  	
  Print
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT A

TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE

ALLIANCE IMAGING, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT

(DIRECTORS)


 


Pursuant to the Restricted
Stock Unit Award Grant Notice (the “Grant Notice”)
to which this Restricted Stock Unit Award Agreement (the “Agreement”)
is attached, Alliance Imaging, Inc., a Delaware corporation (the “Company”) has granted to Participant
the right to receive the number of Restricted Stock Units under the 1999 Equity
Plan for Employees of Alliance Imaging, Inc. and Subsidiaries, as amended
from time to time (the “Plan”), as
set forth in the Grant Notice.  The Award
is subject to the terms and conditions of the Plan which are incorporated
herein by reference.  In the event of any
inconsistency between the Plan and this Agreement, the terms of the Plan shall
control.


 


1.             Grant of the RSUs.  As set forth in the Grant Notice, the Company
hereby grants the Participant RSUs in exchange for past and future services to
the Company subject to all the terms and conditions in this Agreement, the Grant
Notice and the Plan.  However, no Shares
shall be issued to the Participant until the time set forth in Section 4.  Prior to actual payment of any Shares, such RSUs
will represent an unsecured obligation of the Company, payable only from the
general assets of the Company.


 


2.             Definitions.  All capitalized terms used in this Agreement
without definition shall have the meanings ascribed to them in the Plan and the
Grant Notice.


 


3.             Acceleration of Vesting.  Notwithstanding anything herein to the
contrary, Participant’s RSUs shall become fully vested immediately prior to 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.


 


4.             Issuance of Stock.


 


(a)           Timing of
Distribution.  Shares shall
be issued to the Participant with respect to vested RSUs as soon as
administratively practicable after such RSUs vest.


 


(b)           General.  Shares issued pursuant to this Section 4
shall be issued (either in book-entry form or otherwise) to the Participant or
the Participant’s beneficiaries, as the case may be.  No fractional Shares shall be issued under
this Agreement.  Unless otherwise
determined by the Board of Directors, in the event Participant ceases to be an
Employee, consultant to the Company or member of the Board of Directors, the RSUs
shall cease vesting immediately upon such cessation of service and any unvested
RSUs awarded by this Agreement shall be forfeited.


 


5.             Taxes.  Notwithstanding anything to the contrary in this
Agreement, the Company shall be entitled to require payment to the Company or
any of its Subsidiaries any sums required by federal, state or local tax law to
be withheld with respect to the issuance of the Restricted Stock Units, the
distribution of shares of Stock with respect thereto, or any other taxable
event related to the Restricted Stock Units. 
The Company may permit the Participant to make such payment in one or
more of the forms specified below:


 


(a)           by
cash or check made payable to the Company;


 


(b)           by
the deduction of such amount from other compensation payable to Participant;


 

















 


(c)           in
the sole discretion of the Company, by requesting that the Company withhold a
net number of vested Shares otherwise issuable having a then current Fair
Market Value not exceeding the amount necessary to satisfy the withholding
obligation of the Company and its Subsidiaries based on the minimum applicable
statutory withholding rates for federal, state, local and foreign income tax
and payroll tax purposes; or


 


(d)           in
any combination of the foregoing.


 


In the event
Participant fails to provide timely payment of all sums required by the Company
pursuant to this Section 5, the Company shall have the right and option,
but not obligation, to treat such failure as an election by Participant to
satisfy all or any portion of his or her required payment obligation by means
of requesting the Company to withhold vested Shares otherwise issuable in
accordance with clause (c) above. 
The Company shall not be obligated to deliver any new certificate
representing Shares issuable with respect to the Restricted Stock Units to
Participant or Participant’s legal representative unless and until Participant
or Participant’s legal representative shall have paid or otherwise satisfied in
full the amount of all federal, state, local and foreign taxes applicable to
the taxable income of Participant resulting from the grant of the Restricted
Stock Units, the distribution of the Shares issuable with respect thereto, or
any other taxable event related to the Restricted Stock Units.


 


6.             Rights as
Stockholder.  Neither the
Participant nor any person claiming under or through the Participant will have
any of the rights or privileges of a stockholder of the Company in respect of
any Shares deliverable hereunder unless and until certificates representing
such Shares (which may be in book entry form) will have been issued and
recorded on the records of the Company or its transfer agents or registrars,
and delivered to the Participant (including through electronic delivery to a
brokerage account).  After such issuance,
recordation and delivery, the Participant will have all the rights of a
stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares.


 


7.             Conditions to Issuance of
Certificates. 
Notwithstanding any other provision of this Agreement, the Company shall
not be required to issue or deliver any certificate or certificates for any
Shares prior to the fulfillment of all of the following conditions:  (A) the admission of the Shares to
listing on all stock exchanges on which such Shares are then listed, (B) the
completion of any registration or other qualification of the Shares under any
state or federal law or under rulings or regulations of the Securities and
Exchange Commission or other governmental regulatory body, which the Company
shall, in its sole and absolute discretion, deem necessary and advisable, (C) the
obtaining of any approval or other clearance from any state or federal
governmental agency that the Company shall, in its absolute discretion,
determine to be necessary or advisable and (D) the lapse of any such
reasonable period of time following the date the RSUs vest as the Company may
from time to time establish for reasons of administrative convenience.


 


8.             Award Not Transferable.  This grant and the rights and privileges
conferred hereby will not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and will not be subject to
sale under execution, attachment or similar process.  Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this grant, or any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this grant and the rights and privileges conferred hereby
immediately will become null and void.


 


9.             Not a Contract of Service.  Nothing in this Agreement or in the Plan
shall confer upon the Participant any right to continue to serve the Company or
any of its subsidiaries.


 

















 


10.           Governing Law.   The laws of the State of Delaware shall
govern the interpretation, validity, administration, enforcement and
performance of the terms of this Agreement regardless of the law that might be
applied under principles of conflicts of laws.


 


11.           Conformity to Securities
Laws.  The Participant acknowledges
that the Plan and this Agreement are intended to conform to the extent
necessary with all provisions of the Securities Act of 1933, as amended, and
the Exchange Act, and any and all regulations and rules promulgated
thereunder by the Securities and Exchange Commission, including without
limitation Rule 16b-3 under the Exchange Act.  Notwithstanding anything herein to the
contrary, the Plan shall be administered, and the Awards are granted, only in
such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law,
the Plan and this Agreement shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.


 


12.           Amendment, Suspension and
Termination.  To the
extent permitted by the Plan, this Agreement may be wholly or partially amended
or otherwise modified, suspended or terminated at any time or from time to time
by the Committee or the Board of Directors,
provided, that, except as may otherwise be provided by the Plan, no
amendment, modification, suspension or termination of this Agreement shall
adversely effect the Award in any material way without the prior written
consent of the Participant.


 


13.           Notices.  Notices required or permitted hereunder shall
be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States mail by certified mail, with
postage and fees prepaid, addressed to the Participant to his address shown in
the Company records, and to the Company at its principal executive office.


 


14.           Successors and Assigns.  The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer
herein set forth, this Agreement shall be binding upon Participant and his or
her heirs, executors, administrators, successors and assigns.


 


15.           Compliance in Form and
Operation.  This
Agreement and the Restricted Stock Units are intended to comply with Section 409A
of the Code and the Treasury Regulations thereunder and shall be interpreted in
a manner consistent with that intention.