IMAGE ENTERTAINMENT,
INC.
NONQUALIFIED STOCK OPTION
AGREEMENT
This Nonqualified 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 a Nonqualified Stock Option under the Plan. This
Nonqualified 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.
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 (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:
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Number of Shares Purchasable
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Vesting
Date
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(cumulative to the extent more
than one Vesting Date is specified)
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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.
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 permitted by the Committee, the
Company’s withholding of shares of Stock that would otherwise
be issued on exercise of the Option, (iv) 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, (v)
such other consideration as the Committee may permit, or
(vi) 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 shall 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.
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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 maximum term of the Option to the extent the Option was
otherwise exercisable at the date of Retirement. The term
“Retirement” as used herein means such termination of
employment in accordance with the retirement policies of the
Company and its Affiliates then in effect.
It is
Optionee’s responsibility to be aware of the date on which
the Option terminates.
Section 6. Leave of Absence . The
Committee shall have the discretion to determine whether and
to
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