Exhibit 10.23
ALLIANCE IMAGING,
INC.
FORM OF STOCK BONUS AWARD
AGREEMENT
[DOLLAR
DENOMINATED]
This Stock Bonus Award Agreement
(this “ Agreement ”) is made as of June
1, 2006 (the “ Grant Date ”), by and
between Alliance Imaging, Inc., a Delaware corporation (the “
Company ”), and
[ ]
(“ Employee ”). Capitalized terms
not defined herein shall have the meanings assigned to such terms
in the Company’s 1999 Equity Plan, as amended and restated
(the “ Plan ”).
1.
Issuance of
Stock .
(a)
Pursuant to the Plan and subject to
the terms and conditions of this Agreement, on the Issuance Date
(as defined below), the Company shall issue to Employee, for good
and valuable consideration which the Company has determined to
exceed the par value of the Company’s Common Stock, the
number of whole shares of the Company’s common stock (the
“ Shares ”) (rounded down) equal to (i)
$500,000 divided by (ii) the Fair Market Value of the Shares on
December 31, 2008 (the “ Issuance Date
”).
(b)
The issuance of the Shares under
this Agreement shall occur at the principal office of the Company
on the Issuance Date. Provided that Employee remains
continuously employed by the Company through the Issuance Date, the
Company shall deliver to Employee a certificate representing 100%
of the Shares to be issued to Employee (which shall be issued in
Employee’s name) on, or as soon as practicable following, the
Issuance Date.
(c)
The stock certificate representing
the Shares issued under this Agreement on the Issuance Date shall
be unrestricted and freely transferable.
2.
Limitations to
Issuance .
(a)
In the event that Employee’s
employment with the Company is terminated for Cause (as defined
below in Section 2(e)) or is terminated by the Employee (other than
as a result of death or Disability (as defined below in Section
2(e))), the right to receive the Shares under this Agreement shall
thereupon be forfeited immediately and without any further action
by the Company.
(b)
In the event that Employee’s
employment with the Company is terminated as a result of
Employee’s death or Disability or by the Company other than
for Cause (as defined in Section 2(a)), Employee shall receive a
pro-rata portion of the Shares (rounded down) equal to the product
of (i) (1) $500,000 divided by (2) the Fair Market Value of the
Shares on the date of termination and (ii) a fraction, the
numerator of which is the number of whole months that have elapsed
from the Grant Date, and the denominator of which is 36. The
right to receive any remaining Shares shall be forfeited
immediately and without any further action by the
Company.
(c)
In the event of the consummation of
an event as described in Section 12 of the Plan (a “
Change in Control ”) , Employee shall receive a pro-rata
portion of the Shares (rounded down) equal to the product of (i)
(1) $500,000 divided by (2) the Fair Market Value of the Shares on
the date immediately preceding the Change in Control and (ii) a
fraction, the numerator of which is the number of whole months that
have elapsed from the Grant Date through the date immediately
preceding the date of the Change in Control, and the denominator of
which is 36. The right to receive any remaining Shares shall
be forfeited immediately and without any further action by the
Company.
(d)
The rights to
receive Shares or any interest or right therein or part thereof
under this Agreement shall not be liable for the debts, contracts
or engagements of Employee or his successors in interest nor shall
such rights be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by
operation of law by judgment, levy, attachment, garnishment or any
other legal or equitable proceedings (including bankruptcy), and
any attempted disposition thereof shall be null and void and of no
effect.
(e)
For purposes of this Agreement, (A)
“Cause” shall mean (i) the Employee’s willful
refusal to perform in any material respects the Employee’s
lawful duties or responsibilities for the Company or its
Subsidiaries, (ii) the Employee’s willful disregard in any
material respect of any financial or other budgetary
limi
