ALLIANCE IMAGING INC.
1997 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN.
The purpose of the ALLIANCE IMAGING INC. 1997 STOCK OPTION PLAN (the
"PLAN") is (i) to further the growth and success of Alliance Imaging, Inc., a
Delaware corporation (the "COMPANY"), by permitting employees of the Company to
acquire shares (the "SHARES") of Common Stock, $.01 par value (the "COMMON
STOCK"), of the Company, thereby increasing such employees' personal interest
in such growth and success and (ii) to provide a means of rewarding outstanding
contribution by such persons to the Company. Options granted under this Plan
(the "OPTIONS") may be either "incentive stock options" under the provisions of
Section 422 of the Internal Revenue Code of 1986, as amended (the "CODE"), or
non-qualified stock options.
2. DEFINITIONS.
As used in this Plan, the following capitalized terms shall have the
meanings set forth below:
"AFFILIATE" means, with respect to any Person, any other Person that
is controlled by, controlling or under common control with, such Person.
Notwithstanding anything to the contrary contained herein, with respect to the
Company, the term "Affiliate" shall include Newport Investment LLC and each of
its members and each Person in which Newport Investment LLC or such members
hold or have the right to acquire, collectively, more than 25% of the voting
Equity Interest.
"BOARD" has the meaning set forth in Section 3(a).
"CAPITAL STOCK" means any and all shares, interests, participation or
other equivalents (however designated) of corporate stock, including all common
stock and preferred stock.
"CAUSE" shall have the meaning defined in an employment or similar
agreement between the Company and the Optionee, or, if there is no employment
or similar agreement between the Company and the Optionee that defines what
constitutes a termination for cause for purposes of such agreement, what
constitutes "cause" shall be determined by the Committee in good faith.
"CHANGE-IN-CONTROL" means the occurrence of one or more of the
following:
(a) a sale to any Person other than an Affiliate of the Company
of all or substantially all of the assets of the Company;
(b) a sale by the Company of shares (whether by merger or
otherwise), if any such sale is made to a Person other than any of its
Affiliates, which Person, after giving effect to such sale, will own more than
50% of the outstanding Capital Stock of the Company;
(c) a sale by the stockholders of the Company of Shares, if any
such sale is made to a Person other than an Affiliate of the Company, which
Person, after giving effect to such sale, will own more than 50% of the
outstanding Shares;
"CODE" has the meaning set forth in Section 1.
"COMMITTEE" has the meaning set forth in Section 3(a).
"COMMON STOCK" has the meaning set forth in Section 1.
"COMPANY" has the meaning set forth in Section 1.
"DRAG-ALONG NOTICE" has the meaning set forth in Section 12(a).
"DRAG-ALONG GRANTEES" has the meaning set forth in Section 12(a).
"EBITDA" means, for any period of determination thereof, Net Income
of the Company and its subsidiaries plus, without duplication, (a) Interest
Expense, (b) income tax expense, refunds or credits for such periods, and (c)
depreciation and amortization expense of the Company and its subsidiaries, all
determined in accordance with GAAP.
"EFFECTIVE DATE" means December 18, 1997.
"EQUITY INTEREST" means (a) with respect to a corporation, any and
all Capital Stock or warrants, options or other rights to acquire Capital Stock
(but excluding any debt security which is convertible into, or exchangeable
for, Capital Stock) and (b) with respect to a partnership, limited liability
company or similar Person, any and all units, interests, rights to purchase,
warrants, options or other equivalents of, or other ownership interests in, any
such Person.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"EXPIRATION DATE" has the meaning set forth in Section 9.
"FAIR MARKET VALUE" means:
(a) if the Shares are publicly traded and reported on a closing
price basis, the closing price on the principal national securities exchange,
market or system on which the Shares are traded on the trading day immediately
preceding the date of determination or, if no trades were made on such day, on
the next preceding day on which trades were made, otherwise, the average of the
bid and asked prices for the Shares on the trading day immediately preceding
the date of determination in the over-the-counter market as reported by Nasdaq
or, if not reported by Nasdaq, by an established quotation service for
over-the-counter securities;
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(b) or if there is no public trading market for the Shares, the
fair value of such Shares on the date of any determination as reasonably
determined in good faith by the Committee after taking into consideration all
factors which it deems appropriate, including, without limitation, recent sale
and offer prices of Shares in private transactions negotiated at arms' length.
Notwithstanding anything contained in this Plan to the contrary, all
determinations pursuant to this Section shall be made without regard to any
restriction other than a restriction which, by its terms, will never lapse.
"GAAP" means generally accepted accounting principles in the United
States, consistently applied, and statements and interpretations (if
applicable) issued by the Financial Accounting Standards Board, or any
successor body, as in effect from time to time, unless otherwise stated.
"GOOD REASON" shall have the meaning defined in an employment or
similar agreement between the Company and the Optionee, or, if there is no
employment or similar agreement between the Company and the Optionee that
defines what constitutes a termination for good reason for purposes of such
agreement, what constitutes "good reason" shall be determined by the Committee
in good faith.
"INDEBTEDNESS" means indebtedness for borrowed money, reimbursement
obligations with respect to letters of credit and similar instruments,
obligations incurred, issued or assumed as the deferred purchase price of
property or services (other than accounts payable incurred in the ordinary
course of business consistent with past practice), obligations of others
secured by (or, for which the holder of such indebtedness has an existing
right, contingent or otherwise, to be secured) any lien on property or assets
of the Company or any subsidiary, capital lease obligations, and obligations in
respect of guarantees of any of the foregoing or any "keep well" or other
agreement to maintain any financial statement condition of another person, in
each case, whether or not matured, liquidated, fixed, contingent, or disputed.
"INTEREST EXPENSE" means, for any period, all interest (including
capitalized interest) and all amortization of debt discount and expense on any
particular Indebtedness (including, without limitation payment-in-kind, zero
coupon and other like securities and the interest component of capital lease
obligations applicable to such period) of the Company and its subsidiaries
determined on a consolidated basis in accordance with GAAP.
"INVESTMENT" in any Person, means any loan or advance to such Person,
any purchase or other acquisition of any Equity Interest or other ownership or
profit interest, warrants, rights, options, obligations or other securities of
such Person, any capital contribution to such Person or any other investment in
such Person, including any arrangement pursuant to which an investing Person
incurs Indebtedness of the types referred to in the definition of
"Indebtedness" in respect of such Person.
"NET DEBT" means (a) all amounts owing by the Company in respect of
outstanding Indebtedness (including principal, interest, fees, expenses and
prepayment
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penalties), less (b) cash of the Company, all determined on a
consolidated basis in accordance with GAAP.
"NET INCOME" means, for any period, the gross revenues of the Company
and its consolidated subsidiaries for such period less all expenses and other
proper charges, in each case determined in accordance with GAAP, but (a)
excluding in any event any gains or losses on the sale or other disposition of
Investments or fixed or capital assets or from any transaction classified as
extraordinary under GAAP, any taxes on such excluded gains and any tax
deductions or credits on account of any such excluded losses and (b) in the
sole discretion of the Board or the Committee, adjusted for non-recurring or
non-operating gains or losses and other non-recurring or non-operating gains or
losses which affect Net Income;
"NOTICE" has the meaning set forth in Section 14(b).
"OPTION" has the meaning set forth in Section 1.
"OPTION AGREEMENT" has the meaning set forth in Section 4(c).
"OPTION PRICE" has the meaning set forth in Section 5(a).
"OPTIONED SHARES" has the meaning set forth in Section 14(b).
"OPTIONEES" has the meaning set forth in Section 4(a).
"PER SHARE EQUITY VALUE" means, in respect of any Tranche B or
Tranche C Performance Measurement Date, (a) (i) the product of (x) EBITDA for
the calendar year ending on such Performance Measurement Date, multiplied by
(y) six, plus (ii) the aggregate Option Price of Vested Options, plus (iii) the
aggregate Option Price for all Tranche B Options and Tranche C Options which
will become vested as of the next succeeding Performance Measurement Date if
the applicable Per Share Equity Values are achieved, less (iv) the aggregate
principal amount of the outstanding consolidated Indebtedness (which shall
include, without limitation, if the Per Share Equity Value is being determined
following or in connection with a Change-in-Control, all prepayment penalties
which may be payable by the Company upon the repayment of its Indebtedness),
less (v) the aggregate face value (or, if the Per Share Equity Value is being
determined following or in connection with a Change-in-Control, the aggregate
redemption price) of all of the Company's outstanding shares of redeemable
Capital Stock, plus (vi) the aggregate amount of the consolidated cash on hand
of the Company and its Subsidiaries, divided by (b) the sum of (x) the number
of Shares outstanding as of the end of such calendar year and (y) the number of
Shares issuable upon the conversion of securities convertible into Shares or
upon the exercise of options or warrants exercisable for Shares, in each case
in this clause (b), which are both vested (or, in the case of Tranche B Options
and Tranche C Options, will become vested on or before the next succeeding
Performance Measurement Date if the applicable Per Share Equity Values are
achieved) and "in the money" (I.E., the exercise price or conversion price is
less than the Per Share Equity Value calculated without giving effect to such
convertible securities or options or warrants); PROVIDED, HOWEVER, that if a
Qualified Public Offering shall have been consummated prior to any such
calculation, "PER SHARE EQUITY VALUE" shall mean the average closing stock
price for the thirty trading days immediately preceding the date of any such
determination (with the five highest and five lowest closing stock prices
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disregarded), as reported by the National Association of Securities Dealers
Automated Quotations System ("NASDAQ"), or, if the Shares are then traded on a
national securities exchange, on the principal national securities exchange on
which it is so traded; PROVIDED, FURTHER, HOWEVER, that all outstanding "in the
money" options shall be deemed to be vested solely for purposes of the
definition of "PER SHARE EQUITY VALUE" if Per Share Equity Value is being
determined following or in connection with a Change-in-Control or a Qualified
Public Offering.
"PERSON" is to be construed in the broadest sense and means and
includes any natural person, company, limited liability company, partnership,
joint venture, corporation, business trust, or unincorporated organization or
any national, federal, state, municipal, local, territorial, foreign or other
government or any department, commission, board, bureau, agency, regulatory
authority or instrumentality thereof, or any court, judicial, administrative or
arbitral body or public or private tribunal.
"PRO RATA PORTION" has the meaning set forth in Section 13(a).
"QUALIFIED PUBLIC OFFERING" means a public offering of Common Stock
of the Company in which the proceeds to the Company, net of all fees,
commissions, discounts and expenses, equals or exceeds $35 million.
"RECAPITALIZATION" has the meaning set forth in Section 15(a).
"RULE 16b-3" has the meaning set forth in Section 3(a).
"SEC" means the Securities and Exchange Commission.
"SHARES" has the meaning set forth in Section 1.
"SECURITIES ACT" has the meaning set forth in Section 16(b).
"TAG-ALONG GRANTORS" has the meaning set forth in Section 13(a).
"TRANCHE A OPTIONS" has the meaning set forth in Section 4(d).
"TRANCHE B MISSED PERFORMANCE MEASUREMENT DATE" has the meaning set
forth in Section 7(b).
"TRANCHE B OPTIONS" has the meaning set forth in Section 4(d).
"TRANCHE B PERFORMANCE MEASUREMENT DATE" has the meaning set forth in
Section 7(a).
"TRANCHE B PER SHARE TARGET VALUE" has the meaning set forth in
Section 7(a).
"TRANCHE B VESTING DATE" has the meaning set forth in Section 7(a).
"TRANCHE C MISSED PERFORMANCE MEASUREMENT DATE" has the meaning set
forth in Section 8(b).
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"TRANCHE C OPTIONS" has the meaning set forth in Section 4(d).
"TRANCHE C PERFORMANCE MEASUREMENT DATE" has the meaning set forth in
Section 8(a).
"TRANCHE C PER SHARE TARGET VALUE" has the meaning set forth in
Section 8(a).
"TRANCHE C VESTING DATE" has the meaning set forth in 8 (a).
"TRANSFER" means, with respect to any security (including any
Option), a sale, transfer, assignment, encumbrance, pledge or other disposition
of such security either voluntarily or involuntarily and with or without
consideration (including, without limitation, by way of foreclosure or other
acquisition by any lender with respect to any shares pledged to such lender by
an Optionee).
"VESTED OPTION" means an option which has vested in accordance with
this Agreement, or pursuant to an Option Agreement, as the case may be.
3. ADMINISTRATION OF THE PLAN
(a) STOCK OPTION COMMITTEE. This Plan shall be administered by a three-
person committee (the "COMMITTEE") comprised of three members of the Board of
Directors of the Company (the "BOARD"), appointed from time to time by the
Board. The Committee shall have the power and authority to grant Options under
this Plan; PROVIDED, HOWEVER, that, so long as the Company shall be required to
comply with Rule 16b-3 promulgated by the SEC under the Exchange Act
("RULE 16b-3") in order to permit officers and directors of the Company to be
exempt from the provisions of Section 16(b) of the Exchange Act with respect to
transactions effected pursuant to this Plan, each member of the Committee, at
the effective date of his or her appointment to the Committee and at all times
thereafter while serving on the Committee, shall be a "DISINTERESTED PERSON"
within the meaning of Rule 16b-3.
(b) PROCEDURES. The members of the Committee shall from time to time
select a Chairman from among the members of the Committee. The Committee shall
adopt such rules and regulations as it shall deem appropriate concerning the
holding of meetings and the administration of this Plan. A majority of the
entire Committee shall constitute a quorum and the actions of a majority of the
members of the Committee present at a meeting at which a quorum is present, or
actions approved in writing by all of the members of the Committee, shall be
the actions of the Committee.
(c) ADMINISTRATION. Except as may otherwise be expressly reserved to the
Board as provided herein, and, with respect to any Option, except as may
otherwise be provided in the Option Agreement evidencing such Option, the
Committee shall have all powers with respect to the administration of this
Plan, including the interpretation of the provisions of this Plan and any
Option Agreement, and all decisions of the Board or the Committee, as the case
may be, shall be conclusive and binding on all participants in this Plan.
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4. GRANT OF OPTIONS; SHARES SUBJECT TO THIS PLAN.
(a) POWER TO GRANT OPTIONS. Subject to the provisions of this Plan, the
Committee shall have the power and authority, in its sole discretion, to
determine:
(i) the persons (from among the class of persons eligible to
receive Options under this Plan) to whom Options shall be granted (the
"OPTIONEES");
(ii) the time or times at which Options shall be granted; and
(iii) the number of Shares subject to such Option.
Notwithstanding anything to the contrary contained herein, as of the Effective
Date, each Person listed in EXHIBIT A shall be granted Options which shall
represent the right to acquire, subject to Section 6, that number of Shares set
forth opposite such Person's name on EXHIBIT A.
(b) ELIGIBILITY. Options may be granted under this Plan at any time and
from time to time on or prior to the tenth anniversary of the Effective Date to
any person who is an employee of the Company or any of its Subsidiaries at the
time of grant. Notwithstanding anything contained in Section 4(a) to the
contrary, Options may not be granted to any Person in any one taxable year of
the Company in excess of 25% of the Options issued or issuable under this Plan.
Notwithstanding any other provision of this Plan to the contrary, the Committee
may, in its discretion, provide that, with respect to any Option, the terms of
the Option Agreement evidencing such Option shall control any conflicts between
provisions of this Plan and provisions of such Option Agreement.
(c) OPTION AGREEMENTS. Each Option shall be evidenced by a written
agreement (an "OPTION AGREEMENT"), in substantially the form of EXHIBIT B, with
such changes thereto as are consistent with this Plan as the Committee shall
deem appropriate. Each Option Agreement shall be executed by the Company and
the Optionee.
(d) TRANCHE A OPTIONS, TRANCHE B OPTIONS, AND TRANCHE C OPTIONS. One
half of the Options granted on the Effective Date to each Optionee shall vest
in accordance with Section 6(b) ("TRANCHE A OPTIONS"), one-quarter of the
options granted to each Optionee on the Effective Date shall vest in accordance
with Section 7 ("TRANCHE B OPTIONS"), and one-quarter of the options granted to
each Optionee on the Effective Date shall vest in accordance with Section 8
("TRANCHE C OPTIONS"). Options granted after the Effective Date shall vest as
determined by the Committee, in its sole and absolute discretion, and as set
forth in the applicable Option Agreement.
(e) DATE OF GRANT. Other than Options granted as of the Effective Date,
the date of grant of an Option under this Plan shall be the date as of which
the Committee approves the grant.
(f) NUMBER OF SHARES. Subject to any equitable adjustments for
Recapitalizations pursuant to Section 15 and subject to the vesting provisions
set forth herein, each Option shall be exercisable for one Share. Subject to
any equitable adjustments for Recapitalization pursuant to
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Section 15, the number of Shares subject at any one time to Options granted
under this Plan, and the number of Shares theretofore issued and delivered
pursuant to the exercise of Options granted under this Plan, shall be 454,545
Shares. If and to the extent that Options granted under this Plan terminate,
expire or are canceled without having been fully exercised, new Options may
be granted under this Plan with respect to the Shares covered by the
unexercised portion of such terminated, expired or canceled Options.
(g) CHARACTER OF SHARES. The Shares issuable upon exercise of Options
granted under this Plan shall be (i) authorized but unissued Shares, (ii)
Shares held in the Company's treasury or (iii) a combination of the foregoing.
(h) RESERVATION OF SHARES. The Company shall use commercially reasonable
efforts to ensure that the number of Shares reserved for issuance under this
Plan shall at all times be equal to the maximum number of shares which may be
purchased at such time pursuant to outstanding Options.
5. OPTION PRICE
(a) GENERAL. The exercise price (the "OPTION PRICE") for each Share
subject to an Option shall be determined by the Committee and set forth in the
Option Agreement, except that (i) the exercise price for Options granted on the
Effective Date shall be $11.00 per share (subject to equitable adjustment for
Recapitalizations affecting the Common Stock) and (ii) no incentive stock
option may be granted under the plan to an employee who owns, directly or
indirectly (within the meaning of Sections 422(b)(6) and 424(d) of the Code),
stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any of its subsidiaries, unless (A) the
Option Price of the Shares of Common Stock subject to such incentive stock
option is fixed at not less than 110% of the Fair Market Value on the date of
grant of such shares and (B) such incentive stock option by its terms is not
exercisable after the expiration of five years from the date it is granted.
(b) REPRICING OF OPTIONS. Subsequent to the date of grant of any Option,
the Committee may (i) in its sole discretion, establish a new Option Price for
such Option so as to decrease the Option Price of such Option or (ii) with the
consent of the Optionee, establish a new Option Price for such Option so as to
increase the Option Price of such Option.
6. EXERCISABILITY AND VESTING OF TRANCHE A OPTIONS
(a) All Tranche A Options granted on the Effective Date shall be subject
to vesting as set forth in this Section 6, and all Options granted after the
Effective Date shall be subject to vesting as determined by the Committee and
set forth in the applicable Option Agreement.
(b) 25% of the Tranche A Options shall become Vested Options on each of
the first four anniversaries of December 31, 1997 if the Optionee is employed
by the Company on such anniversary date. If a Change-in-Control shall occur
and, prior to the end of the six month period immediately following the Change-
in-Control, the employment with the Company of an Optionee holding a Tranche A
Option is terminated by the Company other than for Cause, then
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all of the Tranche A Options held by such Optionee shall become Vested
Options immediately upon such termination.
(c) Notwithstanding anything to the contrary contained in this Plan, each
Tranche A Option shall cease vesting as of the time that an Optionee's
employment with the Company is terminated for any reason and no Tranche A
Option which is not a Vested Option as of such time shall become a Vested
Option thereafter. All decisions by the Committee with respect to any
calculations pursuant to this Section (absent manifest error) shall be final
and binding on all Optionees.
7. EXERCISABILITY AND VESTING OF TRANCHE B OPTIONS
(a) All of the Tranche B Options shall become Vested Options on the date
that is seven years and six months immediately following the date of grant
("TRANCHE B VESTING DATE") if the Optionee is employed by the Company on the
Tranche B Vesting Date. However, if the Per Share Equity Value as of a Tranche
B Performance Measurement Date indicated below (each a "TRANCHE B PERFORMANCE
MEASUREMENT DATE") equals or exceeds the corresponding Tranche B Per Share
Target Value indicated below (the "TRANCHE B PER SHARE TARGET VALUE") and the
Optionee is employed by the Company on such Tranche B Performance Measurement
Date, then 25% of the Tranche B Options shall vest on such Tranche B
Performance Measurement Date.
TRANCHE B
PERFORMANCE TRANCHE B PER SHARE
MEASUREMENT DATE TARGET VALUE
------------------ -------------------
December 31, 1998 $14.85
December 31, 1999 $20.05
December 31, 2000 $27.06
December 31, 2001 $36.54
(b) If the Tranche B Per Share Target Value is not achieved for any
year, the Committee, upon consultation with management, will have the
discretion to cause all or part of the applicable Tranche B Options to become
Vested Options.
(c) If both (i) the Per Share Equity Value as of any Tranche B
Performance Measurement Date equals at least 80% of the Tranche B Per Share
Target Value established for such Tranche B Performance Measurement Date (the
"TRANCHE B MISSED PERFORMANCE MEASUREMENT DATE"), but is less than 100% of the
Tranche B Per Share Target Value established for such Tranche B Performance
Measurement Date and (ii) either (A) the Per Share Equity Value as of the
immediately subsequent Tranche B Performance Measurement
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Date equals or exceeds the Tranche B Per Share Target Value as of such
subsequent Tranche B Performance Measurement Date pursuant to Section 7(a) or
(B) both (x) the Per Share Equity Value as of the immediately subsequent
Tranche B Performance Measurement Date equals at least 80% of the Tranche B
Per Share Target Value established for such Tranche B Performance Measurement
Date, but is less than 100% of the Tranche B Per Share Target Value
established for such subsequent Tranche B Performance Measurement Date and
(y) the Per Share Equity Value as of the second subsequent Tranche B
Performance Measurement Date equals or exceeds the Tranche B Per Share Target
Value established for such second subsequent Tranche B Performance
Measurement Date pursuant to Section 7(a), then the Tranche B Options which
did not become Vested Options as of the Tranche B Missed Performance
Measurement Date shall become Vested Options as of the first anniversary of
the Tranche B Missed Performance Measurement Date if the Optionee holding the
applicable Tranche B Option is employed by the Company as of the first
anniversary of the Tranche B Missed Performance Measurement Date.
(d) If a Change-in-Control shall occur prior to December 31, 2001, all of
the Tranche B Options will become Vested Options if the Fair Market Value of
the per share consideration received by the holders of Shares (after giving
effect to the vesting described herein) equals or exceeds (i) the Tranche B Per
Share Target Value for the Tranche B Performance Measurement Date immediately
preceding such Change-in-Control plus (ii) the product of (x) (A) the Tranche B
Per Share Target Value for the Tranche B Performance Measurement Date
immediately following such Change-in-Control less (B) the Tranche B Per Share
Target Value for the Tranche B Performance Measurement Date immediately
preceding such Change-in-Control, multiplied by (y) a fraction, the numerator
of which is the number of days elapsed as of the consummation of such Change-in-
Control since the immediately preceding Tranche B Performance Measurement Date
and the denominator of which is 365.
(e) Notwithstanding anything to the contrary contained in this Plan, 25%
of the Tranche B Options shall become Vested Options on each of the first four
anniversaries of the last day of the month in which the Effective Date occurs
to the extent that any such anniversary occurs after a Qualified Public
Offering if after such Qualified Public Offering, Newport Investment LLC shall
sell more than 50% of the Shares held by it as of the Effective Date at an
average price exceeding (i) the Tranche B Per Share Target Value for the
Tranche B Performance Measurement Date immediately preceding such Qualified
Public Offering plus (ii) the product of (x) (A) the Tranche B Per Share Target
Value for the Tranche B Performance Measurement Date immediately following such
Qualified Public Offering less (B) the Tranche B Per Share Target Value for the
Tranche B Performance Measurement Date immediately preceding such Qualified
Public Offering, multiplied by (y) a fraction, the numerator of which is the
number of days elapsed as of the consummation of such Qualified Public Offering
since the immediately preceding Tranche B Performance Measurement Date and the
denominator of which is 365.
(f) Notwithstanding anything to the contrary contained in this Plan, the
determination as to whether the Per Share Equity Value equals or exceeds the
Tranche B Per Share Target Value shall be made after the Company's audited
financials for the applicable fiscal year become available.
(g) Notwithstanding anything to the contrary contained in this Plan, each
Tranche B Option shall cease vesting as of the time that an Optionee's
employment with the Company is
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terminated for any reason and no Tranche B Option which is not a Vested
Option as of such time shall become a Vested Option thereafter. All
decisions by the Committee with respect to any calculations pursuant to this
Section (absent manifest error) shall be final and binding on all Optionees.
8. EXERCISABILITY AND VESTING OF TRANCHE C OPTIONS
(a) All of the Tranche C Options shall become Vested Options on the date
that is seven years and six months immediately following the date of the grant
("TRANCHE C VESTING DATE") if the Optionee is employed by the Company on the
Tranche C Vesting Date. However, if the Per Share Equity Value as of the
Tranche C Performance Measurement Date indicated below (each a "TRANCHE C
PERFORMANCE MEASUREMENT DATE") equals or exceeds the corresponding Tranche C
Per Share Target Value indicated below (the "TRANCHE C PER SHARE TARGET VALUE")
and the Optionee is employed by the Company on such Tranche C Performance
Measurement Date indicated below, then 25% of the Tranche C Options shall vest
on such Tranche C Performance Measurement Date.
TRANCHE C TRANCHE C PER
PERFORMANCE SHARE TARGET
MEASUREMENT DATE VALUE
------------------ -------------
December 31, 1998 $15.40
December 31, 1999 $21.56
December 31, 2000 $30.18
December 31, 2001 $42.26
(b) If the Tranche C Per Share Target Value is not achieved for any year,
the Committee, upon consultation with management, will have the discretion to
cause all or part of the applicable Tranche C Options to become Vested Options.
(c) If both (i) the Per Share Equity Value as of any Tranche C
Performance Measurement Date equals at least 80% of the Tranche C Per Share
Target Value established for such Tranche C Performance Measurement Date (the
"TRANCHE C MISSED PERFORMANCE MEASUREMENT"), but is less than 100% of the
Tranche C Per Share Target Value established for such Tranche C Performance
Measurement Date and (ii) either (A) the Per Share Equity Value as of the
immediately subsequent Tranche C Performance Measurement Date equals or exceeds
the Tranche C Per Share Target Value as of such subsequent Tranche C
Performance Measurement Date pursuant to Section 8(a) or (B) both (x) the Per
Share Equity Value as of the subsequent Tranche C Performance Measurement Date
equals at least 80% of the Tranche C Per Share Target Value established for
such Tranche C Performance Measurement Date, but is less than 100% of the
Tranche C Per Share Target Value established for such subsequent Tranche C
Performance Measurement Date and (y) the Per Share Equity Value as of the
second subsequent
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Tranche C Performance Measurement Date equals or exceeds the Tranche C Per
Share Target Value established for such second subsequent Tranche C
Performance Measurement Date pursuant to Section 8(a), then the Tranche C
Options which did not become Vested Options as of the Tranche C Missed
Performance Measurement Date shall become Vested Options as of the first
anniversary of the Tranche C Missed Performance Measurement Date if the
Optionee holding the applicable Tranche C Option is employed by the Company
as of the first anniversary of the Tranche C Missed Performance Measurement
Date.
(d) If a Change-in-Control shall occur prior to December 31, 2001, all of
the Tranche C Options will become Vested Options if the Fair Market Value of
the per share consideration received by the holders of Shares (after giving
effect to the vesting described herein) equals or exceeds (i) the Tranche C
Per Share Target Value for the Tranche C Performance Measurement Date
immediately preceding such Change-in-Control plus (ii) the product of
(x) (A) the Tranche C Per Share Target Value for the Tranche C Performance
Measurement Date immediately following such Change-in-Control less (B) the
Tranche C Per Share Target Value for the Tranche C Performance Measurement Date
immediately preceding such Change-in-Control, multiplied by (y) a fraction, the
numerator of which is the number of days elapsed as of the consummation of such
Change-in-Control since the immediately preceding Tranche C Performance
Measurement Date and the denominator of which is 365.
(e) Notwithstanding anything to the contrary contained in this Plan, 25%
of the Tranche C Options shall become Vested Options on each of the first four
anniversaries of the last day of the month in which the Effective Date occurs
to the extent that any such anniversary occurs after a Qualified Public
Offering if after such Qualified Public Offering, Newport Investment LLC shall
sell more than 50% of the Shares held by it as of the Effective Date at an
average price exceeding (i) the Tranche C Per Share Target Value for the
Tranche C Performance Measurement Date immediately preceding such Qualified
Public Offering plus (ii) the product of (x) (A) the Tranche C Per Share Target
Value for the Tranche C Performance Measurement Date immediately following such
Qualified Public Offering less (B) the Tranche C Per Share Target Value for the
Tranche C Performance Measurement Date immediately preceding such Qualified
Public Offering, multiplied by (y) a fraction, the numerator of which is the
number of days elapsed as of the consummation of such Qualified Public Offering
since the immediately preceding Tranche C Performance Measurement Date and the
denominator of which is 365.
(f) Notwithstanding anything to the contrary contained in this Plan, the
determination as to whether the Per Share Equity Value equals or exceeds the
Tranche C Per Share Target Value shall be made after the Company's audited
financials for the applicable fiscal year become available.
(g) Notwithstanding anything to the contrary contained in this Plan, each
Tranche C Option shall cease vesting as of the time that an Optionee's
employment with the Company is terminated for any reason and no Tranche C
Option which is not a Vested Option as of such time shall become a Vested
Option thereafter. All decisions by the Committee with respect to any
calculations pursuant to this Section (absent manifest error) shall be final
and binding on all Optionees.
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9. AUTOMATIC TERMINATION OF OPTION
Each Option granted under this Plan shall automatically terminate and
shall become null and void and be of no further force or effect upon the first
of the following to occur (the "EXPIRATION DATE"):
(a) the tenth anniversary on which such Option is granted;
(b) subject to Section 9(e), if an Optionee terminates his employment
with the Company without Good Reason, or the Company terminates the Optionee's
employment for Cause, the thirtieth day following the date of such termination;
(c) subject to Section 9(e), if an Optionee's employment with the Company
is terminated by the Optionee or the Company for any reason other than for
Cause or without Good Reason, the sixtieth day following the date of such
termination;
(d) subject to Section 9(e), if an Optionee's employment with the Company
is terminated due to the death or disability of the Optionee, six months after
the date of such death or disability; or
(e) with respect to Options granted after the Effective Date, the
expiration of such other period of time or the occurrence of such other event
as the Committee, in its discretion, may provide in the Option Agreement
governing such Option.
10. REGISTRATION ON FORM S-8.
On or prior to the first anniversary of a public offering by the
Company of Capital Stock, the Company will file or cause to be filed, and will
use commercially reasonable efforts to cause to be effective, a registration
statement on Form S-8 with respect to the sale of Shares purchased upon the
exercise of Options; PROVIDED that the Company may delay such filing on one or
more occasions for up to 180 days if the Company determines that the filing of
a Form S-8 would require disclosure that the Company deems advisable to defer.
11. REPURCHASE OF SHARES
(a) If an Optionee ceases to be employed by the Company, the Company
shall have the right to purchase each Vested Option (or portion thereof) and
each Share held by such Optionee or holder of Shares, purchased upon the
exercise of an Option, beginning sixty days after termination.
(b) The repurchase right referred to in this Section may be exercised by
delivery of a notice of exercise to such effect to the Optionee at the address
of such Optionee set forth in the Company's records.
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(c) The purchase price for Shares purchased pursuant to Section 11(a)
shall be (i) the Fair Market Value of each Share subject to Vested Options,
less the exercise price thereof plus (ii) the Fair Market Value of each Share.
(d) Promptly, but not later than five business days after receipt of the
notice of exercise referred to in this Section, the Optionee shall deliver to
the Company all certificates representing Shares or Options held by such
Optionee, duly endorsed for transfer to the purchaser thereof, against delivery
of the purchase price therefor. Such Shares and Options shall be delivered
free and clear of all liens, charges, encumbrances, pledges, hypothecations and
other security interests.
(e) The Company shall have the right to assign its rights pursuant to
this Section to the Company or to any Affiliate of the Company.
12. DRAG-ALONG RIGHT
(a) If, prior to the consummation of a Qualified Public Offering,
(i) stockholders of the Company holding more than 50% of the outstanding Shares
(assuming all Options are exercised) (the "DRAG-ALONG GRANTEES") enter into an
agreement with any Person or Persons, to Transfer (pursuant to a merger or
otherwise) all Shares then held by the Drag-Along Grantees, the Drag-Along
Grantees shall be entitled, at their option, to require each Optionee to sell
all Shares held by such Optionee (together with all Options then outstanding
and held by such Optionee), by providing such holders with notice at least
fifteen days prior to consummation of the proposed transaction, setting forth
in reasonable detail the material terms and conditions of the proposed
transaction or offering, and the price per share at which such holder shall be
required to sell all of his or her Shares (which price per share shall be equal
to the same price per share that the Drag-Along Grantees shall receive pursuant
to the proposed transaction).
(b) Immediately prior to the closing of the proposed transaction (notice
of the date, place and time of which shall be designated by the Company and
provided to such holder in writing at least five business days prior thereto),
such holder shall exercise all Vested Options. At such closing, the Optionee
shall deliver certificates evidencing all Shares then held by such Optionee,
duly endorsed for transfer to the proposed transferee, against the purchase
price therefor. Such Shares shall be delivered free and clear of all liens,
charges, encumbrances and other security interests. None of the Drag-Along
Grantees nor the Company shall have any liability or obligation to deliver the
purchase price payable pursuant to this Section, except to the extent that any
such Drag-Along Grantees or the Company receive the consideration thereof from
the proposed purchaser. All consideration payable pursuant to this Section
shall be payable in the same form as the consideration received by the Drag-
Along Grantees.
(c) The Company shall have the right to assign its rights pursuant to
this Section to the Company or to any Affiliate of the Company.
(d) The rights granted pursuant to this Section shall terminate upon
consummation of a Qualified Public Offering.
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13. TAG-ALONG RIGHT
(a) If stockholders of the Company holding more than 50% of the
outstanding Shares (assuming all Options are exercised) (the "TAG-ALONG
GRANTORS") enter into an agreement with any Person or Persons to Transfer
Shares (pursuant to a merger or otherwise), then each Optionee shall have the
right to include a Pro Rata Portion of Shares owned by such Optionee in the
proposed transaction by providing a notice of exercise to the Company at any
time on or before five business days following the last day that a Drag-Along
Notice may be given. The term "PRO RATA PORTION" means the total number of
Shares held by such Optionee multiplied by a fraction, the numerator of which
is the total number of Shares proposed to be disposed of by the Tag-Along
Grantors in the proposed transaction and the denominator of which is the total
number of Shares outstanding.
(b) At the closing of the proposed transaction (notice of the date, place
and time of which shall be designated by the Company and provided to each such
holder in writing at least five business days prior thereto), such Optionee
shall deliver certificates evidencing a Pro Rata Portion of the Shares owned by
such Optionee, duly endorsed for transfer to the proposed purchaser, against
delivery of the purchase price therefor. Such Shares shall be delivered free
and clear of all liens, charges, encumbrances and other security interests.
None of the Tag-Along Grantors or the Company shall have any liability or
obligation to deliver the purchase price payable pursuant to this Section,
except to the extent that any such Tag-Along Grantors or the Company receive
the consideration thereof from the proposed purchaser. All consideration
payable pursuant to this Section shall be payable in the same form as the
consideration received by the Drag-Along Grantees.
(c) The rights granted pursuant to this Section shall terminate upon
consummation of a Qualified Public Offering.
14. PROCEDURE FOR EXERCISE
(a) PAYMENT. At the time an Option is granted under this Plan, the
Committee shall, in its discretion, specify one or more of the following forms
of payment which may be used by an Optionee upon exercise of his Option:
(i) cash or personal or certified check payable to the Company in an
amount equal to the aggregate Option Price of the Shares with respect to
which the Option is being exercised and the aforementioned form of payment
shall be the only form available on or after a Qualified Public Offering;
(ii) stock certificates (in negotiable form) representing Shares
having a Fair Market Value on the date of exercise equal to the aggregate
Option Price of the Shares with respect to which the Option is being
exercised;
(iii) Vested Options, valued for such purposes at the Fair Market
Value per share of Common Stock on the date of exercise, net of the Option
Price for each such Share; or
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(iv) a combination of the methods set forth in clauses (i), (ii) and
(iii) above.
(b) NOTICE. An Optionee (or other person, as provided in Section 16(c))
may exercise a Vested Option granted under this Plan in whole or in part (but
for the purchase of whole Shares only), as provided in the Option Agreement
evidencing his Option, by delivering a written notice (the "NOTICE") to the
Secretary of the Company. The Notice shall state:
(i) that the Optionee elects to exercise the Vested Option;
(ii) the number of Shares with respect to which the Vested Option is
being exercised (the "OPTIONED SHARES");
(iii) the method of payment for the Optioned Shares (which method
must be available to the Optionee under the terms of his or her Option
Agreement);
(iv) the date upon which the Optionee desires to consummate the
purchase (which date must be prior to the termination of such Option);
(v) a copy of any election filed by the Optionee pursuant to Section
83(b) of the Code; and
(vi) such further provisions consistent with this Plan as the
Committee may from time to time require.
The exercise date of a Vested Option shall be the date on which the Company
receives the Notice from the Optionee.
(c) ISSUANCE OF CERTIFICATES. The Company shall issue a stock
certificate in the name of the Optionee (or such other person exercising the
Option in accordance with the provisions of Section 14(c)) for the Shares
purchased upon exercise of an Option as soon as practicable after receipt of
the Notice and payment of the aggregate Option Price for such shares. Neither
the Optionee nor any person exercising a Vested Option in accordance with the
provisions of Section 14(c) shall have any privileges as a stockholder of the
Company with respect to any shares of stock subject to an Option granted under
this Plan until the date of issuance of a stock certificate pursuant to this
Section 12(c).
15. ADJUSTMENTS
(a) CHANGES IN CAPITAL STRUCTURE. If the Common Stock is changed by
reason of a stock split, reverse stock split or stock combination, stock
dividend or distribution, or recapitalization, or converted into or exchanged
for other securities as a result of a merger, consolidation or reorganization
(each such event being a "RECAPITALIZATION"), the Committee shall make such
adjustments in the number and class of shares of stock available under this
Plan as shall be necessary to preserve to an Optionee rights substantially
proportionate to his rights existing immediately prior to such transaction or
event (but subject to the limitations and restrictions on such rights),
including, without limitation, a corresponding adjustment changing the number
and
16
class of shares allocated to, and the Option Price of, each Option or
portion thereof outstanding at the time of such change and the number of
shares that vest pursuant to this Plan.
(b) SPECIAL RULES. The following rules shall apply in connection with
Section 15(a) above:
(i) no adjustment shall be made for cash dividends or the issuance
to stockholders of rights to subscribe for additional Shares; and
(ii) any adjustments referred to in Section 15(a) shall be made by
the Committee in its sole and absolute discretion, and shall be conclusive
and binding on all persons holding any Options granted under this Plan.
16. RESTRICTIONS ON OPTIONS AND OPTIONED SHARES.
(a) No Options shall be granted under this Plan, and no Shares shall be
issued and delivered upon the exercise of Options granted under this Plan,
unless and until the Company and/or the Optionee shall have complied with all
applicable Federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies
having jurisdiction.
(b) The Committee in its sole and absolute discretion may, as a condition
to the exercise of any Vested Option granted under this Plan, require an
Optionee (i) to represent in writing that the Shares received upon exercise of
a Vested Option are being acquired for investment and not with a view to
distribution and (ii) to make such other representations and warranties as are
reasonably deemed appropriate by the Company to satisfy the requirements of
applicable law, including, without limitation, an applicable private placement
exemption of the Securities Act as determined by the Committee. Stock
certificates representing Shares acquired upon the exercise of Vested Options
that have not been registered under the Securities Act shall, if required by
the Committee, bear the following legend and such additional legends as may be
required by the Option Agreement evidencing a particular Option:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE SHARES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SHARES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL TO THE ISSUER HEREOF
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."
(c) No Option granted under this Plan may be Transferred by the Optionee,
except by will or by the laws of descent and distribution. A Vested Option may
be exercised during the lifetime of the Optionee only by the Optionee. If an
Optionee dies, his or her Vested Options shall thereafter be exercisable,
during the period specified in Section 9(d) or the applicable Option Agreement
(as the case may be), by his or her executors or administrators to the full
17
extent (but only to such extent) to which such Options were exercisable by the
Optionee at the time of his or her death.
(d) No Share issued upon exercise of an Option may be Transferred, except
otherwise provided in this Plan, by will, by the laws of descent and
distribution or to the Company or any of the Company's affiliates.
17. EFFECTIVE DATE AND TERMINATION OF THE PLAN.
(a) This Plan shall become effective on the Effective Date.
(b) No Options may be granted after the tenth anniversary of the
Effective Date.
(c) Any Option outstanding as of the tenth anniversary of the Effective
Date shall remain in effect until the earlier of the exercise thereof and the
Expiration Date with respect to such Option.
18. WITHHOLDING TAXES.
Whenever under this Plan, Shares are to be delivered to an Optionee,
the Company shall be entitled to require as a condition of delivery that the
Optionee remit or, in appropriate cases, agree to remit when due, an amount
sufficient to satisfy all current or estimated future Federal, state and local
withholding tax and employment tax requirements relating thereto.
19. MISCELLANEOUS
Each Option granted under this Plan may contain such other terms and
conditions not inconsistent with this Plan as may be determined by the
Committee, in its sole and absolute discretion.
(a) NUMBER AND GENDER. With respect to words used in this Plan, the
singular form shall include the plural form, the masculine gender shall include
the feminine gender, and vice-versa, as the context requires.
(b) CAPTIONS. The use of captions in this Plan is for convenience. The
captions are not intended to provide substantive rights.
(c) AMENDMENT OF PLAN. This Plan may be modified or amended in any
respect by the Board, with the prior written consent of the Requisite Holders
(as defined in the Stockholders Agreement).
(d) GOVERNING LAW. All questions concerning the construction,
interpretation and validity of this Plan and the instruments evidencing the
Options granted hereunder shall be governed by and construed and enforced in
accordance with the domestic laws of the State of New York, without giving
effect to any choice or conflict of law provision or rule (whether in
18
the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York.
In furtherance of the foregoing, the internal law of the State of New York
will control the interpretation and construction of this Plan, even if under
such jurisdiction's choice of law or conflict of law analysis, the
substantive law of some other jurisdiction would ordinarily apply.
(e) SECURITIES EXCHANGE ACT COMPLIANCE. The Corporation will use its
commercially reasonable efforts to cause the exemption from Section 16 of the
1934 Act afforded by such Rule 16b-3 to be available at the time the Company
has a class of equity securities registered under Section 12 of the 1934 Act.
(f) NO EVIDENCE OF EMPLOYMENT OR SERVICE Nothing contained in this Plan
or in any Option Agreement shall confer upon any Optionee any right with
respect to the continuation of his or her employment by or service with the
Company or any of its Subsidiaries or interfere in any way with the right of
the Company or any such Subsidiary (subject to the terms of any separate
agreement to the contrary) at any time to terminate such employment or service
or to increase or decrease the compensation of the Optionee from the rate in
existence at the time of the grant of an Option.
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EXHIBIT A
LIST OF OPTIONEES AND NUMBER OF OPTIONS AWARDED
Richard N. Zehner 120,000
Vincent S. Pino 110,000
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EXHIBIT B
STOCK OPTION AGREEMENT dated as of the date set forth on the signature page
hereto, between ALLIANCE IMAGING, INC., a Delaware corporation (the "COMPANY"),
and the optionee set forth on the signature page hereto (the "OPTIONEE").
The Company, whether acting through its Board of Directors (the
"BOARD") or a committee thereof (the "COMMITTEE") has granted to the Optionee,
effective as of the date of this Agreement, an option under the Company's 1997
Stock Option Plan (the "PLAN") to purchase up to the number of shares of the
Common Stock, $.01 par value, of the Company (the "COMMON STOCK") set forth on
the signature page hereto, on the terms and subject to the conditions set forth
in this Agreement and the Plan.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained in this Agreement, the parties hereto agree as follows:
1. THE PLAN.
The terms and provisions of the Plan are hereby incorporated into
this Agreement as if set forth herein in their entirety. In the event of a
conflict between any provision of this Agreement and the Plan, the provisions
of this Agreement shall control. A copy of the Plan may be obtained from the
Company by the Optionee upon request. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed thereto in the Plan.
2. OPTION; OPTION PRICE.
On the terms and subject to the conditions of this Agreement, the
Optionee is hereby granted the option (the "OPTION") to purchase Shares at the
Option Price set forth on the signature page hereto. The Option is not
intended to qualify for federal income tax purposes as an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "CODE").
3. TERM.
The term of the Option (the "OPTION TERM") shall commence on the date
hereof and expire on the tenth anniversary of the date hereof, unless the
Option shall have sooner been terminated in accordance with the terms of the
Plan or this Agreement.
4. RESTRICTION ON TRANSFER.
The Option may not be transferred, pledged, assigned, hypothecated or
otherwise disposed of in any way by the Optionee and may be exercised during
the lifetime of the Optionee only by the Optionee. The Option shall not be
subject to execution, attachment or similar process. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option contrary to
the provisions hereof, and the levy of any execution, attachment or similar
process upon the Option, shall be null and void and without effect.
21
5. OPTIONEE'S EMPLOYMENT.
Nothing in the Option shall confer upon the Optionee any right to
continue to be employed by the Company or any of its Affiliates or interfere in
any way with the right of the Company or its Affiliates or stockholders, as the
case may be, to terminate the Optionee's employment or retention by the Company
or any of its Affiliates or to increase or decrease the Optionee's compensation
at any time.
6. NOTICES.
All notices, claims, certificates, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given and delivered if personally delivered or if sent by nationally-
recognized overnight courier guaranteeing next day delivery, by telecopy, or by
registered or certified mail, return receipt requested and postage prepaid,
addressed as follows:
(a) if to the Company, to it at:
Alliance Imaging, Inc.
1065 North PacifiCenter Drive, Suite 200
Anaheim, California 92806
Attention: President
Telecopier: (714) 688-3388
Telephone: (714) 688-7100; and
(b) if to the Optionee, to him at his address set forth in the Company's
records.
or to such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith. Any such
notice or communication shall be deemed to have been received (i) in the case
of personal delivery, on the date of such delivery (or if such date is not a
business day, on the next business after the date sent), (ii) in the case of
nationally-recognized overnight courier, on the next business day after the
date sent, (iii) in the case of telecopy transmission, when received (or if not
sent on a business day, on the next business day after the date sent), and (iv)
in the case of mailing, on the third business day following that on which the
piece of mail containing such communication is posted.
7. WAIVER OF BREACH.
The waiver by either party of a breach of any provision of this
Agreement must be in writing and shall not operate or be construed as a waiver
of any other or subsequent breach.
8. OPTIONEE'S UNDERTAKING.
The Optionee hereby agrees to take whatever additional actions and
execute whatever additional documents the Company may in its reasonable
judgment deem necessary or advisable in order to carry out or effect one or
more of the obligations or restrictions imposed on the Optionee pursuant to the
express provisions of this Agreement and the Plan.
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9. MODIFICATION OF RIGHTS.
Anything contained in this Agreement or the Plan to the contrary
notwithstanding, no provision of this Agreement may be modified or amended
without the prior written consent of the Corporation and the Optionee, and no
interpretation, modification, amendment or termination of any provision of the
Plan that would adversely affect the rights of the Optionee under or with
respect to the Plan or this Agreement shall be effective as to the Optionee
without the Optionee's prior written consent.
10. GOVERNING LAW.
All questions concerning the construction, interpretation and
validity of this Agreement shall be governed by and construed and enforced in
accordance with the domestic laws of the State of Delaware, without giving
effect to any choice or conflict of law provision or rule (whether in the State
of Delaware or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Delaware. In furtherance of
the foregoing, the internal law of the State of Delaware will control the
interpretation and construction of this Agreement, even if under such
jurisdiction's choice of law or conflict of law analysis, the substantive law
of some other jurisdiction would ordinarily apply.
11. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
together shall constitute but one agreement.
12. ENTIRE AGREEMENT.
This Agreement and the Plan (and the other writings referred to
herein) constitute the entire agreement between the parties with respect to the
subject matter hereof and thereof and supersede all prior written or oral
negotiations, commitments, representations and agreements with respect thereto.
13. SEVERABILITY.
It is the desire and intent of the parties hereto that the provisions
of this Agreement be enforced to the fullest extent permissible under the laws
and public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, if any particular provision of this Agreement shall be
adjudicated by a court of competent jurisdiction to be invalid, prohibited or
unenforceable for any reason, such provision, as to such jurisdiction, shall be
ineffective, without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn
so as not to be invalid, prohibited or unenforceable in such jurisdiction, it
shall, as to such jurisdiction, be so narrowly drawn, without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
* * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
ALLIANCE IMAGING, INC.
By:
--------------------------------
Name:
Title:
--------------------------------
OPTIONEE:
NUMBER OF SHARES
OF COMMON STOCK:
OPTION PRICE: $
DATED: DECEMBER 18, 1997
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