AMENDED AND RESTATED DIRECTORS COMPENSATION PLAN NEULION, INC. (formerly JumpTV Inc.), as amended on May 13, 2009, July 14, 2009 and June 15, 2010 ARTICLE1 PURPOSE AND INTERPRETATION

Contract Categories: Human Resources - Compensation Agreements
Exhibit 10.6
NEULION, INC. (formerly JumpTV Inc.),
as amended on May 13, 2009, July 14, 2009 and June 15, 2010


This compensation plan (the “Plan”) supersedes any and all prior plans relating to the issuance of Common Shares to Directors by NeuLion in lieu of cash payments.
The purpose of this Plan is to advance the interests of NeuLion by (i) encouraging its Directors to acquire Common Shares, thereby, increasing the proprietary interests of such persons in NeuLion and aligning the interests of such persons with the interests of NeuLion’s shareholders generally; and (ii) preserving NeuLion’s cash for other corporate purposes.
This Plan will be administered by the Board or a Committee of the Board duly appointed for this purpose by the Board and consisting of not less than 2 Directors.  If a Committee is appointed for this purpose, all references to the term “Board” will be deemed to be references to the Committee.
Subject to the limitations of this Plan, the Board has the authority: (i) to grant Common Shares to Directors under the Plan; (ii) to determine the terms, including the limitations, restrictions and conditions, if any, upon such grants; (iii) to interpret this Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to this Plan as it may from time to time deem advisable, subject to required prior approval by any applicable regulatory authority; and (iv) to make all other determinations and to take all other actions in connection with the implementation and administration of this Plan as it may deem necessary or advisable.  The Board’s guidelines, rules, regulations, interpretations and determinations will be conclusive and binding upon all parties.
For the purposes herein, the following terms have the meanings ascribed thereto as follows:
Board of Directors” or “Board” means the board of directors of NeuLion;
Chairman” means the Chairman of a committee of NeuLion;

Committee” means an independent committee (within the meaning of applicable securities laws) of the Board;
Common Shares” means the common shares in the share capital of NeuLion;
Director” means a person who is elected or appointed as a director of NeuLion from time to time;
Insider” means:
an insider as defined in the Securities Act (Ontario), other than a person who falls within that definition solely by virtue of being a director or senior officer of a subsidiary of NeuLion; and
an associate, as defined in the Securities Act (Ontario), of any person who is an Insider by virtue of (i) above;
Management Director means a Director of NeuLion other than a Non-Management Director;
NeuLion” means NeuLion, Inc. (formerly JumpTV Inc.);
Non-Management Director means a Director who is not otherwise an officer, employee or consultant of NeuLion;
Option means an option to purchase Common Shares of NeuLion issued by NeuLion from treasury;
Plan” means this incentive compensation plan; and
Share Compensation Agreement” means any stock option, stock plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise.
Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine.
This Plan is to be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Available Shares
The maximum number of Common Shares available to be issued by NeuLion to Non-Management Directors under the Plan is 1,500,000.

Directors’ Remuneration
The Board approves remuneration from time to time for each Non-Management Director whereby Non-Management Directors are paid in recognition of their services as board members and, if applicable, as chairs of Committees.  Non-Management Directors are also reimbursed for any out-of-pocket travel expenses incurred in order to attend meetings.  Management Directors of NeuLion are not currently entitled to any compensation for attending meetings of the Board or Committees.
Issuance of Common Shares
The Non-Management Directors of NeuLion shall receive at least 50% of their annual retainers and Board and Committee meeting fees by way of issuance of Common Shares and may elect to receive up to 100% of their retainers and fees in Common Shares in lieu of cash compensation.
Calculation for Common Shares
Every year, in the months of June and December, and by no later than the 15th day of June and December, as the case may be, NeuLion will send a notice (the “Notice”) to each Non-Management Director, that will solicit from such Director the amount of such Director’s cash compensation it wishes to receive in Common Shares, as more particularly described and set forth below.
Each June and December, a Non-Management Director will receive at least 50% of the Non-Management Director’s annual base compensation (including any base compensation applicable to the Chair of any Committee) and 50% of all accrued Board and Committee meeting fees in Common Shares in full satisfaction of such amounts owing.  A Non-Management Director may elect to receive additional Common Shares in lieu of cash compensation owing by NeuLion to the Non-Management Director at that time and will be required to advise NeuLion of the Non-Management Director’s election to receive additional Common Shares by no later than 5 business days after receipt of the Notice.
The number of Common Shares to be issued to each Non-Management Director will be determined by dividing the dollar value of the retainers and fees to be paid in Common Shares by the closing price of the Common Shares on (i) the Toronto Stock Exchange or (ii) any recognized stock exchange which trades the highest volume of Common Shares, on the date the compensation became due and payable to the relevant Director.
Issuance of Common Shares

Subject to Section 3.7, NeuLion will issue the relevant Common Shares to the relevant Directors following receipt of the Notice from each such Director and during the month of December or June, as the case may be, or such later time in the discretion of the Board.
Nothing contained herein will prevent the Board from adopting other or additional compensation arrangements for the benefit of any Director of NeuLion, subject to any required regulatory or shareholder approval.
Cessation of Entitlement under the Plan
Upon ceasing to become a Director, a Director will no longer be eligible to receive Common Shares under this Plan and any amounts owing to such Director shall be paid in cash.
Amendment and Termination
The Board may, at any time and from time to time, amend, suspend or terminate the Plan without shareholder approval, provided that no such amendment, suspension or termination may be made without obtaining any required approval of any regulatory authority or stock exchange.
Notwithstanding the provisions of Section 3.3(a), the Board may not, without the approval of the shareholders of the Corporation, make amendments to the Plan for any of the following purposes:
to increase the maximum number of Common Shares issuable under the Plan; or
to amend the provisions of this Section 3.3(b).
Compliance with Legislation; Governing Law
The obligation of NeuLion to issue and deliver Common Shares in accordance with this Plan is subject to applicable securities law, rules or regulations of any stock exchange or market on which the Common Shares trade, any trading black-out periods prescribed by NeuLion and the receipt of any approvals that may be required from any regulator or market having jurisdiction over the securities of NeuLion.
If Common Shares cannot be issued by NeuLion hereunder for any reason whatsoever, the obligation of NeuLion to issue such Common Shares shall be suspended until such time as it is practicable for NeuLion to issue such Common Shares.

The Plan shall be governed by and construed in accordance with the laws of the Province of Ontario.
Effective Date
This Plan will become effective immediately upon approval of the Board, subject to any required regulatory and shareholder approval.
Record Keeping
NeuLion shall maintain a register in which shall be recorded:
the name and address of each Non-Management Director participating in this Plan; and
the number of Common Shares issued to all Non-Management Directors pursuant to this Plan.
NeuLion shall have the right to deduct and withhold from (or recover in respect of) any payment to be made pursuant to or in connection with this Plan the amount of any taxes required by law to be withheld from, or paid in connection with, such payment.  The Board may, in its discretion, permit a Director to elect to satisfy such withholding obligation through a cash payment to be made by the Director, through the surrender of shares already held by a Director in a manner acceptable to the Board, or through the surrender of shares which the Director is otherwise entitled to receive under the Plan.  NeuLion shall have the right to sell any of a Director’s Shares to satisfy or recover any taxes which are payable by NeuLion in respect of this Plan.  Where the withholding undertaken in connection with the foregoing is considered by the Board to be inadequate, the payment or delivery of property hereunder shall be conditional upon such Director (or other person) reimbursing or making arrangements satisfactory to NeuLion for the payment or provision of all required taxes.  For purposes hereof, “taxes” shall refer to any local, foreign, federal, provincial, state, social security or any other taxes or governmental charges of any kind whatsoever.
Director Responsibility
Neither NeuLion nor any of its subsidiaries shall assume any responsibility in respect of any tax consequences that arise from participation in the Plan by any Director or other person.  Such persons are urged to consult their own independent tax advisors in such regard.