Letter Agreement between the Company and Mr. Charles R. Bland



 Exhibit 10.32 
 February 27, 2007 
 Mr. Charles R. Bland 
 Chief Financial Officer, Vice President – Finance & Administration 
 Sirenza Microdevices, Inc. 
 303 S. Technology Court 
 Broomfield, CO 80021 
 Dear Chuck: 
 On behalf of NightHawk Radiology Holdings, Inc.
(the “Company”), I am extremely pleased to invite you to become a member of the Company’s Board of Directors (the “Board”). It is our belief that your skills, expertise and knowledge will prove helpful to the
progress of the Company. 
 In connection with your service as director, you will receive an initial option grant to purchase shares of the
Company’s common stock (the “Initial Grant”) with a value equal to approximately $200,000. The exact number of shares and the exercise price of such option will be determined in accordance with the Company’s current option
grant policies. In addition, the Initial Grant will be made pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”). One-third (1/3) of the shares subject to the Initial Grant will vest on the one-year
anniversary of the grant and the remaining shares subject to the Initial Grant will vest monthly over the next two years for so long as you remain a member of the Board. Beginning at the Board meeting held in connection with the Company’s 2008
annual meeting of the stockholders, and at each annual meeting thereafter during your service on the Board, you will also receive an additional option grant currently anticipated to be valued at approximately $125,000, with the number of shares and
the exercise price to be determined in accordance with the Company’s then-existing option grant policies (the “Annual Grant”). 
 The Initial Grant and the Annual Grant(s) will be subject to the terms and conditions of the Plan and the Stock Option Agreement evidencing the Initial Grant and the Annual Grant(s). 
 In addition to the grants described above, you will also receive cash compensation in the amount of $4,000 per quarter during your service as a Board
member and an additional $1,000 for each board or committee meeting attended in person ($500 for meetings attended by telephone). Finally, you will also be reimbursed for all reasonable expenses incurred by you in connection with your services to
the Company. All expense reimbursements will be in accordance with established Company policies. 
 Our Board meetings are generally held
quarterly and we would hope that your schedule would permit you to attend all of the meetings in person. In addition, there may be telephonic calls to address special projects that arise from time to time. 
 In addition, we understand that your financial and accounting expertise and experience qualify you as a “financial expert” for purposes of
NASDAQ listing requirements and SEC rules and regulations. As a consequence, the Company will require your service as the Chairman of the Board’s Audit Committee as well as a member of the Board’s Compensation Committee. 
 In addition to the compensation amounts described above, as Chairman of the Audit Committee, you will receive an additional $5,000 per quarter.








 February 27, 2007 
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 In accepting this offer, you are representing to us that (i) you do not know of any conflict that would restrict you from becoming
a director of the Company, (ii) you will not provide the Company with any documents, records or other confidential information belonging to any other parties and (iii) you qualify as a financial expert for purposes of NASDAQ listing
requirements and SEC rules and regulations governing the composition of audit committees. Nothing in this offer or the Stock Option Agreement(s) should be construed to interfere with or otherwise restrict in any way the rights of the Company and the
Company’s stockholders to remove any individual from the Board at any time in accordance with the provisions of applicable law. 
 We
hope that you find the foregoing terms acceptable. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate and original letter and returning them to me. 
 We are looking forward to having you join us at the Company. We believe that your enthusiasm and past experience will be an asset to the Company and that
you will have a positive impact on the organization. If you have any questions, please call me at (208) 292-2251. 
  

	
	Sincerely,
	
	On behalf of the Board of Directors of NightHawk Radiology Holdings, Inc.
	
	 /s/ Paul E. Berger, M.D.

	Paul E. Berger, M.D.
	Chairman and Chief Executive Officer


  

	
	AGREED AND ACCEPTED:
	
	 /s/ Chuck R. Bland

	Signature
	
	March 6, 2007
	Date

  

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