Exhibit 10.9
 Virtual Radiologic Corporation
 Equity Incentive Plan
 (amended and restated as of February 3, 2009)




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VIRTUAL RADIOLOGIC CORPORATION
 EQUITY INCENTIVE PLAN
(amended and restated as of February 3, 2009)
 
 Establishment of the Plan .
 Purpose of the Plan .
 Duration of the Plan .
 
 Definitions .
 Affiliated Company
 Award
 Beneficial Owner
 Board Board of Directors
 Cause nolo contendere
 Change in Control
 2




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Code
 Committee
 Company
 Confidential Information
 Contractor
 Contractor of an Affiliated Company
 Disability
 Exchange Act
 Fair Market Value
 Family Member
 Incentive Stock Option
 Nonqualified Stock Option
 Option
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Participant
 Period of Restriction
 Physician Contractor
 Plan
 Qualified Member
 Restricted Stock
 Securities Act
 Subsidiary
 Stock Shares
 Stock Appreciation Right SAR
 Stock Purchase Agreement
 Gender and Number .
 Severability .
 
 Authority of the Committee .
 Manner of Exercise of Committee Authority .
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Decisions Binding .
 Procedures of the Committee .
 Award Agreements .
 Conditions on Awards .
 Compliance with Law .
 Saturdays, Sundays and Holidays .
 
 Number of Shares .
 Share Counting Rules .
 5




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Adjustments in Authorized Shares.
 Capitalization Adjustments .
 Corporate Events . Corporate
Event
 
 Eligibility .
 Actual Participation .
  162(m)Limitation .
  6




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Grant of Options .
 Option Agreement .
 Option Exercise Price .
 Duration of Options .
 Exercise of Options .
 Manner of Exercise of Options .
    7




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Restrictions on Stock Transferability .
 Termination Due to Death or Disability .
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Termination for Other Reasons .
      9




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Nontransferability/Permitted Transfers of Options.
        
 Grant of Stock Appreciation Rights .
     10




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Stock Appreciation Rights Agreement .
  Exercise of Stock Appreciation Rights .
   Payment of Stock Appreciation Right Amount .
   Form and Timing of Payment .
 Term of Stock Appreciation Rights .
 Termination Due to Death or Disability .
  11




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Termination for Other Reasons .
     Nontransferability of Stock Appreciation Rights .
 
 Grant of Restricted Stock .
 Restricted Stock Agreement .
 Transferability .
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Other Restrictions .
 Certificate Legend .
  Removal of Restrictions .
 Voting Rights; Shareholder Rights Plan .
 Dividends and Other Distributions .
 Termination Due to Death or Disability .
  Termination for Other Reasons .
   13




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Election Under Code Section 83(b) .
 
 Eligibility .
 Actual Participation.
    Stock Purchase Agreements .
 Terms and Conditions .
 Required Provisions .
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Transferability .
       
 Acceleration of Vesting; Termination of Period of Restriction .
 Limitation on Payments .
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Participation .
 No Implied Rights .
 No Right to Company Assets .
 
 Amendment, Modification, and Termination .
       16




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Awards Previously Granted .
 
 General .
 Prohibition on Competition .
     Exceptions to Limitations .
   Extension of Time .
  17




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General .
 Compliance as an SEC Registrant .
 
  
 Rights as Shareholder .
 No Obligation to Exercise Option or SAR; Maintenance of Relationship .
 Withholding Taxes .
 Purchase for Investment; Rights of Holder on Subsequent Registration .
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Modification of Outstanding Awards .
 Liquidation .
 Restrictions on Issuance of Shares .
    Right of First Refusal . th th
  19




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Section 409A Compliance .
 
 Requirements of Law .
 Governing Law .
 20