AIR METHODS CORPORATION 2006 EQUITY COMPENSATION PLAN

This Restricted Stock Agreement (the “ Award Agreement ”), made as of the ____ day of ___________, 2008 (the “ Grant Date ”), between Air Methods Corporation, a Delaware corporation (the “ Company ”), and ________________________ (the “ Participant ”).

WHEREAS , the Board has adopted, and the stockholders have approved, the Air Methods 2006 Equity Compensation Plan (the “ Plan ”) in order to advance the interests of the Company and its Participating Subsidiaries through the motivation, attraction and retention of its Employees and Consultants (including nonemployee directors);

WHEREAS , the Plan provides for the granting of restricted stock awards to eligible participants as determined by the Compensation/Stock Option Committee (the “ Committee ”); and

WHEREAS , the Committee has determined that the Participant is a person eligible to receive a Restricted Stock Grant under the Plan and has determined that it would be in the best interest of the Company to grant the Restricted Shares (as defined herein) provided for herein.

NOW, THEREFORE , in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties agree as follows:

1.               Grant of Restricted Shares .

1.1           The Company hereby grants to the Participant [______] shares of the Company’s common stock, $0.06 par value per share (the “ Common Stock ”), subject to such conditions as are provided for in the Plan and this Award Agreement (the “ Restricted Shares ”).

1.2           The Participant’s rights with respect to the Restricted Shares shall remain unvested at all times prior to _____________________ (the “ Lapse Date ”).

1.3           Participant acknowledges receipt of a copy of the Plan, and agrees that this Restricted Stock Grant shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Award Agreement.  For purposes of this Award Agreement, all capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Plan.

2.              Rights of Participant .

2.1           Except as provided in Section 2.2, the Participant shall have the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and to receive dividends in accordance with Section 6 hereof, other than those Restricted Shares which have been forfeited pursuant to Section 3.2 hereof.

2.2           Prior to the earlier of the Lapse Date or the Accelerated Lapse Date (as defined herein), the Restricted Shares shall not be sold, transferred or otherwise disposed of by the Participant, nor pledged or otherwise hypothecated, nor will the certificates representing the Restricted Shares be delivered to the Participant until the Lapse Date (collectively, the “ Transfer Restrictions ”).

3.              Lapse of Restrictions .

3.1           The Transfer Restrictions and all other restrictions with respect to the Restricted Shares shall lapse, and such Restricted Shares shall become fully vested on the earlier of the following dates:

(a)           the Lapse Date, provided that the Participant’s service with the Company and/or any Participating Subsidiary, whether as an Employee or Consultant, is not interrupted or terminated (“ Continuous Service ”) until the Lapse Date.  The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or any Participating Subsidiary.  The Committee, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence, including sick leave, military leave or any other personal leave; or

(b)           the date (an “ Accelerated Lapse Date ”) (i) prior to the consummation of a Change in Control as provided in Section 4 hereof; or (ii) the date on which the Committee, in its sole discretion, waives the forfeiture period as a result of (A) the Participant’s termination of Continuous Service due to the Participant’s death, Disability, Retirement, or other event; or (B) a material change in circumstances.

(c)           For purposes of this Award Agreement:

(i)           “ Disability ” shall mean the Participant’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively the duties and obligations to the Company and/or a Participating Subsidiary performed by such person immediately prior to such disability for a period of at least six (6) months, as determined in the good faith judgment of the Committee.

(ii)           “ Retirement ” shall mean a Participant’s retirement from the Company or a Participating Subsidiary (A) on or after attaining age 55 and completing at least ten (10) years of service; or (B) on or after attaining age 65.

3.2           Upon the termination of the Participant’s Continuous Service prior to the Lapse Date, other than as provided in Section 3.1