Exhibit 10.17
1996 AMENDED AND RESTATED STOCK OPTION PLAN
ADAC RADIOLOGY SERVICES, INC.
(Effective November 10, 1997)
ARTICLE 1.
INTRODUCTION
The Plan was originally adopted by the Board and approved by the
Company's sole stockholder, ADAC HealthCare Partners, Inc., a Delaware
corporation, on September 25, 1996 and was amended and restated on
November 10, 1997. The purpose of the Plan is to promote the long-term
success of the Company and the creation of incremental stockholder value
by (a) encouraging directors, officers, employees, partners, consultants
and advisors to focus on critical long-range objectives, (b) attracting
and retaining such persons with exceptional qualifications and
(c) linking such persons directly to stockholder interests through
increased stock ownership. Options granted under the Plan shall be
designated at the time of grant as either non-qualified stock options or
incentive stock options, as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). The Plan shall be
governed by, and construed in accordance with the laws of the State of
California.
ARTICLE 2.
ADMINISTRATION
2.1 The Committee. The Plan shall be administered by a
Committee (the "Committee") that shall consist of two or more persons
who are "non-employee directors," as defined in Rule 16b-3 promulgated
under the Exchange Act, and "outside directors," as defined in Section
162(m) of the Code.
2.2 Powers of the Committee. Subject to the other provisions of
the Plan and the approval of any relevant authorities, the Committee
shall have the authority, in its discretion:
(a) to determine the Fair Market Value;
(b) to select the Participants to whom Options may from
time to time be granted hereunder;
(c) to determine the number of Common Shares to be covered
by each Option granted hereunder;
(d) to approve forms of agreement for use under the Plan;
(e) to determine the terms and conditions of any Option
granted hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options may be
exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Option or the Common Shares relating
thereto, based in each case on such factors as the Committee, in its
sole discretion, shall determine;
(f) to determine whether and under what circumstances an
Option may be settled in cash instead of Common Shares;
(g) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Shares
covered by such Option has declined since the date the Option was
granted, or to initiate an option exchange program;
(h) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-
plans established for the purpose of qualifying for preferred tax
treatment under foreign tax laws;
(i) to allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold from the Common
Shares to be issued upon exercise of an Option that number of Common
Shares having a Fair Market Value equal to the amount required to be
withheld. The Fair Market Value of the Common Shares to be withheld
shall be determined on the date that the amount of tax to be withheld is
to be determined. All elections by Optionees to have Common Shares
withheld for this purpose shall be made in such form and under such
conditions as the Committee may deem necessary or advisable; and
(j) to construe and interpret the terms of the Plan and
Options granted pursuant to the Plan.
2.3 Effect of Committee's Decision. All decisions,
determinations and interpretations of the Committee shall be final and
binding on all Optionees.
ARTICLE 3.
SHARES RESERVED UNDER THE PLAN
Subject to the provisions of Article 7 of the Plan, the maximum
aggregate number of Common Shares which may be subject to option and
sold under the Plan is 300,000 Common Shares. The Common Shares may be
authorized but unissued, or reacquired Common Shares. The maximum
number of Common Shares that may be available for grant to any
Participant in any financial year of the Company shall not exceed
150,000 Common Shares.
If an Option expires or becomes unexercisable without have been
exercised in full, or is surrendered pursuant to an option exchange
program, the unpurchased Common Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the
Plan has terminated). However, Common Shares that have actually been
issued under the Plan upon exercise of an Option, shall not be returned
to the Plan and shall not become available for future distribution under
the Plan, except that if Common Shares subject to vesting restrictions
are repurchased by the Company at their original purchase price, such
Common Shares shall become available for future grant under the Plan.
ARTICLE 4.
ELIGIBILITY
The following persons shall be eligible for designation as
Participants by the Committee: (i) directors, officers, employees,
consultants and advisors of the Company, (ii) directors, officers,
employees, consultants and advisors of a parent of the Company, (iii)
directors, officer, employees, consultants and advisors of any
Subsidiary corporation, partnership or limited liability company (A)
which is controlled by the Company or (B) 50% or more or the voting
power of which is held by the Company (a "Controlled Entity") or (iv)
any individual, corporation, partnership or limited liability company
which is an equity owner of a Controlled Entity.
ARTICLE 5.
OPTIONS
5.1 Stock Option Agreement. Each grant of an Option under the
Plan shall be evidenced by a Stock Option Agreement between Optionee and
the Company. Such Option shall be subject to all applicable terms and
conditions of the Plan and may be subject to any other terms and
conditions which are not inconsistent with the Plan and which the
Committee deems appropriate for inclusion in a Stock Option Agreement.
The provisions of the various Stock Option Agreements entered into under
the Plan need not be identical.
5.2. Options Nontransferable. Unless the Stock Option Agreement
provides otherwise, no Option or interest therein may be transferred,
assigned or pledged by Optionee other than by will, the laws of descent
and distribution or operation of law. Unless the Stock Option Agreement
provides otherwise, an Option held by an individual may be exercised
during the lifetime of Optionee only by him or her.
5.3 Number of Shares. Each Stock Option Agreement shall specify
the number of Common Shares subject to the Option which number may be
adjusted in accordance with Article 7.
5.4 Exercise Price. Each Stock Option Agreement shall specify
the Exercise Price. The Exercise Price of Incentive Stock Options shall
not be less than the Fair Market Value of a Common Share on the date of
grant. Subject to the preceding sentence, the Exercise Price under any
Option shall be determined by the Committee.
5.5 Exercisability and Term. Each Stock Option Agreement shall
specify the date when all or any installment of the Option is to become
exercisable. The Stock Option Agreement shall also specify the term of
the Option provided that the term of an Option that is an Incentive
Stock Option shall in no event exceed ten (10) years from the date of
grant. A Stock Option Agreement may provide for accelerated
exercisability in the event of Optionee's death, disability or
retirement and may provide for expiration prior to the end of its term
in the event of the termination of Optionee's employment or service.
5.6 Modification, Extension and Renewal of Options. Within the
limitations of the Plan, the Committee may modify, extend or renew
outstanding Options or may accept the cancellation of outstanding
Options (to the extent not previously exercised) in return for the grant
of new Options at the same or a different price. The foregoing
notwithstanding, no modification of an Option shall, without the consent
of Optionee, impair his or her rights or obligations under such Option.
5.7 Restrictions on Transfer of Common Shares. Any Common
Shares issued upon exercise of an option shall be subject to such
special forfeiture conditions, rights of repurchase, rights of first
refusal and other transfer restrictions as are set forth in the
Stockholders Agreement or as otherwise determined by the Committee. Any
additional restrictions shall be set forth in the applicable Stock
Option Agreement.
5.8 Limitations on Incentive Stock Options. Incentive Stock
Options may be granted only to Participants who are employees of the
Company or one of its subsidiaries (within the meaning of Section 424(f)
of the Code) at the date of grant. The aggregate Fair Market Value
(determined as of the time the option is granted) of the Common Shares
with respect to which Incentive Stock Options are exercisable for the
first time by a Participant during any calendar year (under all option
plans of the Company) shall not exceed $100,000. Incentive Stock
Options may not be granted to any Participant who, at time of grant,
owns stock possessing (after the application of the attribution rules of
Section 424(d) of the Code) more than 10% of the total combined voting
power of all classes of stock of the Company, unless the option price is
fixed at not less than 110% of the Fair Market Value of the Common
Shares on the date of grant and the exercise of such option is
prohibited by its term after the expiration of five years from the date
of grant of such option.
ARTICLE 6.
PAYMENT FOR OPTION SHARES AND WITHHOLDING TAXES
Upon exercise of an Option, the Exercise Price of such Option,
together with the full amount of all federal and state withholding or
other employment taxes resulting from such exercise, shall be required
to be delivered to the Company. Subject to the sole discretion of the
Committee, all or any part of the aggregate Exercise Price and
withholding tax obligation may be satisfied by Optionee delivering
Common Shares, by having the Company withhold a portion of the Common
Shares that otherwise would be issued to Optionee under such Options or
by Optionee delivering a full recourse promissory note. Common Shares
so delivered or withheld shall be valued at their Fair Market Value on
the exercise date of the Option. The payment of the exercise price and
withholding taxes by delivering or withholding Common Shares to the
Company shall be subject to the discretion of the Committee and to such
restrictions as the Committee may impose, including any restrictions
required by rules of the Securities and Exchange Commission and
restrictions necessary to avoid a charge to earnings for financial
accounting purposes. The terms of the promissory note delivered in
payment of all or any portion of the aggregate Exercise Price and
withholding taxes and any required collateral to secure the obligations
under such promissory note and the applicable rate of interest thereon
shall be determined in the sole discretion of the Committee.
ARTICLE 7.
PROTECTION AGAINST DILUTION
7.1 General. In the event of a subdivision of the outstanding
Common Shares, a declaration of a dividend payable in Common Shares, a
declaration of a dividend payable in a form other than Common Shares in
amount that has a material effect on the price of Common Shares, a
combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise) into a lesser number of Common Shares, a
recapitalization, a spinoff or a similar occurrence, the Committee shall
make appropriate adjustments in (a) the number of Options available for
future grant under Article 3 and (b) the number of Common Shares covered
by each outstanding Option, including a commensurate adjustment in the
Exercise Price, if necessary, under each outstanding Option.
7.2 Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Committee shall notify
each Optionee as soon as practicable prior to the effective date of such
proposed transaction. The Committee in its discretion may provide for
an Optionee to have the right to exercise his or Option until fifteen
(15) days prior to such transaction as to all of the Common Shares
covered thereby, including Common Shares as to which the Option would
not otherwise be exercisable. In addition, the Committee may provide
that any Company repurchase option applicable to any Common Shares
purchased upon exercise of an Option shall lapse as to all such Common
Shares, provided the proposed dissolution or liquidation takes place at
the time and in the manner contemplated. To the extent it has not been
previously exercised, an Option will terminate immediately prior to the
consummation of such proposed action.
7.3 Merger or Asset Sale. In the event of a merger of the
Company with or into another corporation, or the sale of substantially
all of the assets of the Company, each outstanding Option shall be
assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In
the event that the successor corporation refused to assume or substitute
for the Option, the Optionee shall fully vest in and have the right to
exercise the Option as to all of the Common Shares covered thereby,
including Common Shares as to which it would not otherwise be
exercisable. If an Option is exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Committee
shall notify the Optionee in writing or electronically that the Option
shall be fully vested and exercisable for a period of fifteen (15) days
from the date of such notice, and the Option shall be considered assumed
if, following the merger or sale of assets, the option confers the right
to purchase or receive, for each Common Share subject to the Option
immediately prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) received in the
merger or sale of assets by holders of common stock of the Company for
each Common Share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding
common stock of the Company); provided, however, that if such
consideration received in the merger or sale of assets was not solely
common stock of the successor corporation or its Parent, the Committee
may, with the consent of the successor corporation, provide the
consideration to be received upon the exercise of the Option, for each
Common Share subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the
par share consideration received by holders of common stock of the
Company in the merger or sale of assets.
7.4 Reservation of Rights. Except as provided in this Article
7, a Participant shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any stock
dividend or any other increase or decrease in the number of shares of
stock of any class. Any issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or Exercise Price of Common Shares subject to an
Option. The grant of an Option under the Plan shall not affect in any
way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or dissolve, liquidate, sell or
transfer all or any part of its business or assets.
ARTICLE 8.
LIMITATION OF RIGHTS
8.1 Employment Rights. Neither the Plan nor any Option granted
under the Plan shall be deemed to give any individual a right to remain
employed by the Company or a Subsidiary. The Company and its
Subsidiaries reserve the right to terminate the employment of any
employee at any time, and for any reason, subject only to a written
employment agreement (if any).
8.2 Stockholders' Rights. A Participant shall have no dividend
rights, voting rights or other rights as a stockholder with respect to
any Common Shares covered by his or her Option prior to the issuance of
such Common Shares. No adjustment shall be made for cash dividends or
other rights for which the record date is prior to the date when such
certificate is issued, except as expressly provided in Article 7.
8.3 Government Regulations. Any other provision of the Plan
notwithstanding, the obligations of the Company with respect to Common
Shares to be issued pursuant to the Plan shall be subject to all
applicable laws, rules and regulations and such approvals by any
governmental agencies as may be required. The Company reserves the
right to restrict, in whole or in part, the delivery of Common Shares
pursuant to any Option until such time as any legal requirements or
regulations have been met relating to the issuance of such Common Shares
or to their registration, qualification or exemption from registration
or qualification under the Securities Act or any applicable state
securities laws. With respect to any issuance of Common Shares, the
Company shall have no obligation to either (a) register the issuance of
the Common Shares under the Securities Act or (b) issue Common Shares to
persons who are not "Accredited Investors" in reliance upon the
exemption provided under Regulation D as promulgated under the
Securities Act.
8.4 Stockholders Agreement. Any other provision of the Plan
notwithstanding, unless and until the Common Shares are registered under
the Exchange Act, the obligations of the Company to issue Common Shares
upon the exercise of Options is subject to the condition that Optionee
become a party to and subject to all transfer restrictions and other
provisions of the Stockholders Agreement.
ARTICLE 9.
FUTURE OF THE PLAN
9.1 Term of the Plan. This Plan is effective on November 10,
1997 and shall remain in effect until November 9, 2002 unless terminated
earlier under Section 9.2.
9.2 Amendment or Termination. The Board may, at any time and
for any reason, amend or terminate the Plan. However, any amendment of
the Plan shall be subject to the approval of the Company's stockholders,
if the effect of the amendment is to increase the Common Shares reserved
for issuance under the Plan or to change the maximum number of Common
Shares that are available for grant to a Participant in any fiscal year,
or if otherwise required by applicable laws, regulations or rules.
9.3 Effect of Amendment or Termination. No Options shall be
granted under the Plan after the termination thereof. The termination
of the Plan, or any amendment thereof, shall not affect any Option
previously granted under the Plan.
ARTICLE 10.
DEFINTIONS
10.1 "Board" means the Company's Board of Directors, as
constituted from time to time.
10.2 "Change in Control" means:
(a) the sale, lease, exchange or other transfer or
disposition by the Company of all or substantially all of the assets of
the Company and its subsidiaries; or
(b) when any person or group of persons other than ADAC
Laboratories or an affiliate of ADAC Laboratories is or becomes the
beneficial owner (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of voting securities of the Company having
greater combined voting power than the combined voting power of the
voting securities of the Company beneficially owned, directly or
indirectly, by ADAC Laboratories and any affiliate of ADAC Laboratories.
10.3 "Committee" has the meaning set forth in Section 2.1.
10.4 "Common Share" means one share of the Company's Common
Stock, $.00l par value.
10.5 "Company" means ADAC Radiology Services, Inc. a Delaware
corporation.
10.6 "Exchange Act" means the Securities and Exchange Act of
1934, as amended.
10.7 "Exercise Price" means the amount for which one Common
Share may be purchased upon exercise of an Option, as specified by the
Committee in the applicable Stock Option Agreement.
10.8 "Fair Market Value" means the market price of a Common
Share, determined by the Committee as follows:
(a) if the Common Share was traded on a stock exchange on
the date in question, then the Fair Market Value shall be equal to the
closing price reported by the applicable composite-transactions report
for such date;
(b) if the Common Share was traded over-the-counter on the
date in question but was classified as a national market issue, then the
Fair Market Value shall be equal to the last-transaction price quoted by
the Nasdaq National Market system for such date; and
(c) if the Common Share was traded over-the-counter on the
date in question but was not classified as a national market issue, then
the Fair Market Value shall be equal to the mean between the last
reported representative bid and asked prices quoted by the Nasdaq
National Market system for such date; and
(d) if none of the foregoing provisions is applicable,
then the Fair Market Value shall be determined by the Committee in good
faith on such basis as it deems appropriate.
10.9 "Option" means an Option granted under the Plan and
entitling the holder to purchase one Common Share.
10.10 "Optionee" means an individual or his or her representative
or transferee that holds an Option.
10.11 "Participant" means a person who has received an Option.
10.12 "Plan" means this 1997 Stock Option Plan, as it may be
amended from time to time.
10.13 "Securities Act" means the Securities Act of 1933, as
amended.
10.14 "Stock Option Agreement" means the agreement between the
Company and an Optionee which contains the terms, conditions and
restrictions pertaining to his or her Option.
10.15 "Stockholders Agreement" means that certain Stockholders
Agreement, dated as of November 10, 1997, between the Company and its
shareholders.
10.16 "Subsidiary" means any corporation, if the Company and/or
one or more other Subsidiaries own fifty percent (50%) or more of the
total combined voting power of all classes of outstanding stock of such
corporation. A corporation that attains the status of a Subsidiary on a
date after the adoption of the Plan shall be considered a Subsidiary
commencing as of such date.
ARTICLE 11.
EXECUTION
To record the adoption of the Plan by the Board, the Company has
caused its duly authorized officer to execute the Plan in its name and
on its behalf as of November 10, 1997.
ADAC Radiology Services, Inc.
By:___________________________________
Exhibit 10.17
INCENTIVE STOCK OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") is made as of ,
1997, between ADAC RADIOLOGY SERVICES, INC., a Delaware corporation (the
"Company"), and _____________ ("Optionee").
WHEREAS, pursuant to that certain 1997 Stock Option Plan, a copy of
which is attached hereto as Exhibit A (the "Plan"), the Committee of the
Board of Directors of the Company (the "Committee") has determined that
Optionee is to be granted, on the terms and conditions set forth herein,
an incentive stock option to purchase shares of the Company's common
stock, $.001 par value (the "Common Shares").
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreement herein contained, the parties agree as follows:
1. Option. The Company hereby grants to Optionee an option (the
"Option") to purchase _____________________ (______) shares of Common
Shares (the "Option Shares") at an exercise price of __________ ($0.___)
per share. This Option is intended to be treated as an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of
1986, or a successor thereto. Notwithstanding the foregoing, in the event
this Option fails to qualify as an "incentive stock option" under the
Code for any reason, in whole or in part, this Option shall not be invalid
but shall instead be treated as a "non-qualified stock option" under the
Code to the extent it does not qualify for incentive stock option
treatment.
2. Term of Option. The term of this Option shall commence on the
date hereof and terminate on _________________, unless earlier terminated
under the terms of the Plan or this Agreement. Upon the termination of
this Option, the right to purchase Option Shares hereunder shall cease.
3. Time of Exercise. This Option may be exercised (in the manner
provided in Section 4 hereof) in whole or in part, and from time to time
after the date hereof, subject to the terms and conditions of the Plan and
the following additional limitations:
(a) Optionee shall have the right to exercise this Option as
to [___________ percent (___%) of the Option Shares on the
_________________, __________ percent (___%) on the __________________ and
____________ percent (___%) on the _______________ of the Option grant
date].
(b) This Option may not be exercised after and shall
terminate upon the earliest to occur of any of the following:
(i) thirty (30) days after the termination of
Optionee's employment with the Company or any other affiliate of the
Company for any reason other than retirement, permanent disability or
death (and then only to the extent Optionee could have exercised this
Option on the date of termination); or
(ii) one hundred eighty (180) days after the
termination of Optionee's employment with the Company or one of its
subsidiaries as a result of retirement or permanent disability (and then
only to the extent Optionee could have exercised this Option on the date
of termination); or
(iii) one hundred eighty (180) days after Optionee's
death, if death occurs while Optionee is employed by the Company or one of
its subsidiaries (and then only to the extent Optionee could have
exercised this Option on the date of his or her death); or
(iv) Optionee's termination for cause. Cause shall
include gross and willful failure, after written warning, to discharge the
normal duties required of Optionee, theft or misappropriation of Company
property, commission of a crime such that the Company's reputation with
its customers is materially damaged, and breach of the ADAC Nondisclosure
and Inventions Agreement or other similar agreement executed by Optionee.
(c) This Option may be exercised as to any or all of the
Option Shares that may be acquired by Optionee on the date of such
exercise subject to the following limitations: (i) this Option must be
exercised for no less than the greater of 2,500 Shares of Common Stock or
twenty percent (20%) of the Option Shares; provided, that if the number of
the Option Shares that may be acquired by Optionee is less than the
foregoing amount then this Option must be exercised as to all the Option
Shares that may be acquired by Optionee and (ii) this Option must be
exercised as to all of the Option Shares that may be acquired by Optionee
unless after such exercise Optionee would have the right to acquire no
less than 2,500 Shares of Common Stock or twenty percent (20%) of the
Option Shares.
4. Method of Exercise. This Option may be exercised only by the
giving of written notice thereof to the Company which notice shall be
accompanied by: (a) a certified or cashier's check in an aggregate amount
of the exercise price and the withholding taxes required to be delivered
to the Company upon exercise of this Option, or following any initial
public offering by the Company, the consideration required under any
cashless exercise program established by the Company; (b) an executed
counterpart signature page to the Stockholders Agreement (the
"Stockholders Agreement") in the form attached hereto as Exhibit B; and
(c) such other documents or representations as the Company may reasonably
request in order to comply with securities, tax or other laws then
applicable to the exercise of this Option.
5. Nontransferability of Option. This Option may not be
transferred, sold, assigned, pledged or hypothecated other than by will,
the laws of descent and distribution or by operation of law, and is
exercisable during the life of the Optionee only by the Optionee.
6. Stock Option Plan. This Option is granted under and is
subject to the terms and conditions of the Plan.
7. Mandatory Exercise. Upon ADAC Laboratories, a California
corporation ("Parent"), giving written notice to Optionee under
Section 2.4 of the Stockholders Agreement, Optionee hereby agrees to
exercise this Option (on a net payment basis in the manner hereinafter
described) as to that number of the Option Shares equal to (i) the number
of the Option Shares that Optionee may exercise on the date such notice is
given to Optionee, multiplied by (ii) the percentage of shares of Common
Stock held by Parent that are intended to be sold by Parent in the
proposed transaction. Optionee shall promptly execute and deliver a
counterpart signature page to the Stockholders Agreement in the form
attached hereto as Exhibit B and such other documents or representations
the Company may reasonably request in order to comply with securities, tax
or other laws then applicable to the exercise of this Option and shall be
bound by the provisions of the Stockholders Agreement. In connection with
a transaction contemplated under Section 2.4 of the Stockholders
Agreement, Optionee shall not deliver the exercise price and withholding
taxes and the Company shall cause Optionee to be paid the consideration
per Option Share less the aggregate exercise price and withholding taxes.
If the transaction price under Section 2.4 of the Stockholders Agreement
is less than the exercise price under this Option, the Optionee may elect
not to exercise this Option and this Option shall terminate effective upon
the closing of the transaction covered by Section 2.4 of the Stockholders
Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
and to be dated as of the date set forth on the first page hereof.
OPTIONEE:
ADAC RADIOLOGY
SERVICES, INC.: ADAC RADIOLOGY
SERVICES, INC.
a Delaware corporation
By:
Its:
EXHIBIT A
1997 STOCK OPTION PLAN
EXHIBIT B
STOCKHOLDERS AGREEMENT
Counterpart Signature Page
The undersigned hereby agrees to become a party to that certain
Stockholders Agreement, dated as of _______________, 1997 (the
"Agreement"), by and among ADAC Radiology Services, Inc., a Delaware
corporation, and its stockholders and agrees to be bound by the terms and
conditions of the Agreement. The undersigned shall be an "Employee
Holder" for all purposes under the Agreement.
Dated as of ____________________, 1997.
EMPLOYEE HOLDER: