c. Notwithstanding any provision of this Agreement to the contrary, in no case maythe Option be exercised to any extent by anyone after                     .4. Method of Exercise. The Option may be exercised in whole or in part fromtime to time by (i) written notice to the Corporation of intent to exercise the Optionwith respect to a specified number of Shares; (ii) tendering to the Corporation this originalOption agreement (or a replacement Option agreement satisfactory to the Board of Directors orthe Compensation Committee thereof (the “Committee”)); and (iii) payment to the Corporation ofthe exercise price for the number of Shares with respect to which the Option is thenexercised. Except as set forth in the next sentence, payment of the exercise price may bemade in any of the following manners: (1) cash, including certified check, bank draft or postal or express money order;  (2) personal check (provided that if payment of the exercise price is made by personal checkand such personal check is not timely paid by the drawer’s bank, such payment shall bedeemed not to have been made and any Shares issued upon such exercise shall be deemed voidand never issued);  (3) by surrender for cancellation of Shares of Stock which: (a) were acquired by the Director (or person exercising the Option)other than by exercise of an Option;  (b) were acquired by the Director (or person exercising the Option)upon exercise of an Option where the Option Shares being surrendered have beenheld by the Director (or person exercising the Option) for at least six monthsafter such exercise; or  (c) were acquired by the Director (or person exercising the Option)upon exercise of an Option where the Option Shares being surrendered have beenheld by the Director (or person exercising the Option) for six months or lessafter such exercise but only if the Director (or person exercising the Option)has obtained prior approval of the specific surrender (such approval to specifyat least the date of grant of the Option being exercised, the dates of grantand exercise of the Option pursuant to which Shares to be surrendered wereacquired, and the number of Option Shares to be surrendered) by the Committee;and which have a Fair Market Value equal to the exercise price of the Optionsbeing exercised (if the Shares surrendered have a Fair Market Value in excessof the exercise price of the Options being exercised, the Corporation shallpromptly pay to the Director or person exercising the Option an amount equal tothe excess of such Fair Market Value over the exercise price, not to exceed theFair Market Value of one Share); or (4) by delivery of a notice of “net exercise” to the Corporation, pursuant to which Directorshall receive the number of Shares underlying the Options so exercised reduced
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   by the number of Shares equal to the aggregate exercise price of the Options divided by theFair Market Value on the date of exercise; or (5) by any other method of payment which the Committee shall approve before, at, or afterthe date of grant of such Options.     An Option shall be deemed to have been exercised immediately prior to the close of business onthe date the Corporation is in receipt of the original Option agreement, written notice of intentto exercise the Option, and payment for the number of Shares being acquired upon exercise of theOption. Director shall be treated for all purposes as the holder of record of the Option Stock asof the close of business on such date, except where Shares are held for unpaid withholding taxes.As promptly as practicable on or after such date, the Corporation shall issue and deliver toDirector a certificate or certificates for the Option Stock issuable upon such exercise; provided,however, that such delivery shall be deemed effected for all purposes when the Corporation, or thestock transfer agent for the Corporation, shall have deposited such certificates in the UnitedStates mail, postage prepaid, addressed to the Director at the address specified in the writtennotice of exercise.     Notwithstanding the foregoing listing of permissible manners of payment of exercise price, theCommittee shall have the right from time to time to cancel, limit or suspend as to any one, some,or all Option(s) and as to any one, some, or all Directors, the right to make payment under any oneor more manners of payment (other than the payment by cash, certified check, bank draft or postalor express money order), including other methods of payment previously approved by the Committee.There shall be no exercise at any one time for fewer than one hundred (100) Shares (or such lessernumber of Shares as the Committee may from time to time determine in its discretion) or all of theremaining Shares then purchasable by Director or person exercising the Option.5. Termination of Option. Except as herein otherwise provided, the Option grantedunder this Agreement, to the extent not heretofore exercised, shall terminate upon the firstto occur of the following events: a. The date on which Director ceases to be a contractor to the Corporation byreason of a voluntary termination by election of the Director, or by reason of aninvoluntary termination for Cause by election of the Corporation;  b. The expiration of twelve months after the date on which the Director ceases tobe a contractor to the Corporation by reason of death;  c. The expiration of three months after the date on which the Director ceases tobe a Contractor to the Corporation by reason of Disability; or  d. The expiration of three months after the date on which Director ceases to be aContractor to the Corporation by reason of an involuntary termination by election ofthe Corporation without Cause.  e. Midnight on                     .
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6. Reclassification, Consolidation or Merger. a. If and to the extent that the number of issued common shares of Corporationshall be increased or reduced by change in par value, split up, reverse split,reclassification, distribution of a dividend payable in stock, or the like, the numberof common shares subject to the Option and the option price per share shall beproportionately adjusted in accordance with the Plan.  b. If Corporation is reorganized or consolidated or merged with anotherCorporation, Director shall be entitled to receive an option (the “New Option”)covering common shares of such reorganized, consolidated or merged Corporation in thesame proportion, at an equivalent price, and subject to the same conditions as theOption. For purposes of the preceding sentence, the excess of the fair market value ofthe common shares subject to the Option immediately after the reorganization,consolidation or merger over the aggregate option price of such common shares shall notbe more than the excess of the aggregate fair market value of all common shares subjectto the Option immediately before such reorganization, consolidation or merger over theaggregate option price of such common shares, and the New Option or assumption of theOption shall not give Director additional benefits which he does not have under thisOption, or deprive him of benefits which he has under this Option. In the event ofsuch reorganization, consolidation or merger, the Committee may also elect to cash outany awards as described in the Plan.7. Rights Prior to Exercise of Option. This Option is non-transferable by Director,except in the event of his or her death, and during his or her lifetime is exercisable only byDirector; provided, however, that this Option may be transferred by Director for estateplanning purposes subject to prior or other written approval by the Corporation, in its solediscretion or pursuant to any policy and requirements concerning such transfers as may then bein effect. In the event of death, this Option may be exercised by Director’s personalrepresentative or the party inheriting the Option. No person shall have any rights as astockholder with respect to any common shares purchasable hereunder until payment of theoption price and delivery to him of such common shares as herein provided. 8. Restriction on Disposition. a. All common shares acquired by Director pursuant to this Agreement shall besubject to the restrictions on sale, encumbrance and other disposition contained in theCorporation’s Bylaws, or imposed by applicable laws or regulations of the State ofDelaware or the United States of America regarding the registration or qualification ofsuch acquisition of common shares. The Corporation may require a prior opinion of itscounsel, which the Corporation shall use its best efforts to obtain, that the transferor other disposition of common shares acquired pursuant to this Agreement will notviolate the Securities Act of 1933 or any applicable state law regulating the sale ofsecurities.  b. All common shares acquired pursuant to this Agreement shall be subject toreacquisition by the Corporation upon the terms and conditions set forth in the Plan.
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9. Merger and Supersession. This Agreement merges and supersedes all prior negotiations oragreements between the Corporation and the Director with respect to the subject matter hereof, andsets forth in their entirety all rights Director has or may claim for any reason to receiveoptions, shares or other equity rights in the Corporation hereunder. 10. Binding Effect; Plan Governs; Survival. 10.1 This Agreement shall inure to the benefit of and be binding upon the parties hereto and theirrespective heirs, executors, administrators, successors and assigns. 10.2 This Agreement shall be construed in accordance with and shall be governed by the terms ofthe Plan as adopted and approved by the Corporation within the meaning of Section 422 of theCode, as the Plan may be amended from time to time by the Corporation. Director acknowledgesreceipt of a copy of the Plan prior to the execution hereof and agrees to be bound by theterms of the Plan. If possible, this Agreement shall be construed along with and in additionto any other agreement which the Corporation and Director may enter into, but any provision inthis Agreement which contradicts any provision of any other agreement shall take precedenceand be binding over such other provision. In order to provide the Corporation with theopportunity to claim the benefit of any income tax deduction which may be available to it uponthe exercise of the Option and in order to comply with all applicable federal or state incometax laws or regulations, the Corporation may take such action as it deems appropriate toinsure that, if necessary, all applicable federal or state withholding, income or other taxesare withheld or collected from Director. 10.3 The provisions of this Agreement, the Plan or other documents incorporated therein, shall begoverned by, interpreted and enforced in accordance with the laws of the State of Delaware,unless and to the extent they are pre-empted by the laws of the United States of America. 10.4 Sections 8, 9 and 10 of this Agreement shall survive the exercise or termination of theOption, the delivery of any Option shares, or termination of this Agreement.
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This Agreement shall be effective as of the date first written above.           **DIRECTOR** **CORPORATION**           [NAME] VIRTUAL RADIOLOGIC CORPORATION               By:                          Dated:   Dated:                 
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