FORM OF IMAGE ENTERTAINMENT, INC. INCENTIVE STOCK OPTION AGREEMENT

Exhibit 10.15

FORM OF

IMAGE ENTERTAINMENT, INC.

INCENTIVE STOCK OPTION AGREEMENT

This Incentive Stock Option Agreement (“Option Agreement”) is between Image Entertainment, Inc., a Delaware corporation (the “Company”), and                                          (“Optionee”), who agree as follows:

Section 1. Introduction . The Company has heretofore adopted the Image Entertainment, Inc. 2008 Stock Awards and Incentive Plan (the “Plan”). The Company, acting through the Committee (as defined in the Plan), has determined that its interests will be advanced by the issuance to Optionee of an Incentive Stock Option under the Plan. This Incentive Stock Option is subject to all of the terms and conditions as set forth herein and in the Plan.

Section 2. Option . Subject to the terms and conditions contained herein, the Company hereby grants to Optionee the right and option (“Option”) to purchase from the Company                      shares of the Company’s common stock, $0.0001 par value (“Stock”), at a price of $                      per share, which is not less than the fair market value of the Stock at the date of grant of this Option; provided, however, that if Optionee owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its Parent Corporation or Subsidiary Corporation (as defined in the Plan), such price is not less than 110% of the fair market value of the Stock at the date of grant of this Option. Though the Option is granted as an Incentive Stock Option, the Company does not represent or warrant that the Option qualifies as such.

Section 3. Option Period . Beginning on                      (the “Date of Grant”), the Option herein granted may be exercised by Optionee in whole or in part at any time during a ten-year period (a five-year period if Optionee owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its Parent Corporation or Subsidiary Corporation) (the “Option Period”), subject to earlier termination in accordance with the terms of the Plan and the Option Agreement, in accordance with the following vesting schedule:

Notwithstanding anything in this Option Agreement to the contrary, the Committee, in its sole discretion, may waive the foregoing schedule of vesting and upon written notice to Optionee, accelerate the earliest date or dates on which any portion of the Option granted hereunder is exercisable.

Except as otherwise provided under the Internal Revenue Code of 1986 or applicable regulations, to the extent that the aggregate fair market value (determined at the time an option is granted) of the Stock with respect to which the Option and any other incentive stock option (determined without regard to this sentence) issued to Optionee under all plans of the Company and its Parent Corporation or Subsidiary Corporations becomes exercisable for the first time during any calendar year exceeds $100,000, such portions of options in excess of $100,000 shall be treated as Nonqualified Stock Options. A portion of the Option also may be treated as a Nonqualified Stock Option if certain events cause exercisability of the Option to accelerate.

Section 4. Procedure for Exercise . The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Stock with respect to which the Option is being exercised. The notice shall be accompanied by (i) cash, cashier’s check, bank draft, or postal or express money order payable to the order of the Company, or wire transfer, (ii) if permitted by the Committee, shares of Stock theretofore owned by Optionee duly endorsed for transfer to the Company, (iii) if the Stock is registered under the Securities Exchange Act of 1934, as amended, and to the extent permitted by law, instructions to a broker to deliver to the Company the total payment required, all in accordance with the regulations of the Federal Reserve Board, (iv) such other consideration as the Committee may permit, or (v) any combination of the preceding, equal in value to the aggregate exercise price. Notice may be delivered by facsimile. The notice shall specify the address to which the certificates for such shares are to be mailed. The Option shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which the Option is being exercised are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Stock as of such date.

As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee’s name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Section 5. Termination of Employment or Service . If, for any reason other than retirement, death or disability, Optionee ceases to be employed by the Company or its Affiliates or ceases to serve as a director or consultant, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date of termination of employment or cessation of serving as a director or consultant) during a three-month period after such date (after which period the Option shall expire), but in no event may the Option be exercised after the expiration of the Option Period; provided, however, that if Optionee’s employment or service as a director or consultant is terminated because of the Optionee’s (a) theft or embezzlement from the Company or its Affiliates, (b) disclosure of trade secrets of the Company or its Affiliates, (c) failure to perform his/her job duties and services resulting in a material adverse effect on the Company or its Affiliates or (d) the commission of a willful, felonious act while in the employment or service of the Company or its Affiliates (such reasons shall hereinafter be collectively referred to as “for cause”), then the Option or unexercised portion thereof shall expire upon such termination of employment or cessation of serving as a director or consultant.

In the event that Optionee dies or Optionee’s employment or service ceases because Optionee is determined to be disabled, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date of death or termination of employment or service) at any time and from time to time, within a one year period after such death or termination of employment or service, by Optionee or his guardian or legal representative or, in the case of death, the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period the Option will expire), but in no event may the Option be exercised after the expiration of the Option Period. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer of the Company) as a result of Retirement, Optionee need not exercise the Option within three (3) months of termination of employment but will be entitled to exercise the Option within the maximu