NEULION, INC. (formerly JUMPTV INC.) RESTRICTED SHARE PLAN as amended on July 14, 2009 and April 29, 2010

 

 

 

(i)

is engaged to provide services to the issuer or a related entity of the issuer, other than services provided in relation to a distribution;

 

(ii)

provides the services under a written contract with the issuer or a related entity of the issuer, and

 

(iii)

spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer

 

(i)

the closing price per share of the Shares on the Exchange on the business day next preceding such date;

 

(ii)

if there is no sale of the Shares on the Exchange at its close on such business day, then the last bid price per share of the Shares on the Exchange on such business day; or

 

(iii)

if the Shares are not listed on a recognized stock exchange or quoted on the over-the-counter market, then the price per share per Class A Share determined by the Board in good faith;

 

 

 

 

 

 

 

 

(a)

Unless otherwise determined by the Board or the Committee at or after the time of grant where vesting of an Award is subject to the attainment of performance objectives, such Award, or part thereof, shall expire on  the Vesting Date if such performance objectives have not been attained.

 

(b)

Any Award, whether or not subject to the attainment of performance objectives, shall expire immediately and be forfeited and be of no further force and effect on the date upon which the Restricted Share Holder ceases to be an employee or consultant, as the case may be, of the Corporation for any reason, unless otherwise determined by the Board or the Committee at or after the time of the grant.

 

 

(a)

issue from treasury the number of Shares represented by such vested Award and direct its transfer agent to issue a certificate in the name of the Restricted Share Holder of such vested Award (or, if deceased, his legal representative) which will be issued as fully paid and non-assessable Shares; or

 

(b)

purchase the number of Shares represented by such vested Award on the secondary market for delivery to the Restricted Share Holder of such vested Award (or, if deceased, his legal representative) provided that the vesting and settlement of such Award occurs on or before the date that is within three years from the end of the calendar year of the date of grant of such Award; or

 

(c)

unless the Award Agreement provides otherwise, pay to the Restricted Share Holder of such vested Award (or, if deceased, his legal representative), an amount in cash equal to the NeuLion Market Value on the Vesting Date of the Shares represented thereby provided that the vesting and settlement of such Award occurs on or before the date that is within three years from the end of the calendar year of the date of grant of such Award.

 

 

the acquisition by any person or entity, or any persons or entities acting jointly or in concert, whether directly or indirectly, of voting securities of the Corporation which together with all other voting securities of the Corporation held by such persons or entities, constitute, in the aggregate, fifty percent (50%) or more of the votes attached to all outstanding voting securities of the Corporation.

 

an amalgamation, arrangement or other form of business combination of the Corporation with another entity which results in the holders of voting securities of that other entity holding, in the aggregate, fifty percent (50%) or more of the votes attached to all outstanding voting securities of the entity resulting from the business combination; or

 

the sale, lease or exchange of all or substantially all of the property of the Corporation to another person or entity, other than in the ordinary course of business of the Corporation or any of its Subsidiaries.

 

For greater certainty, the initial public offering of the Corporation’s shares shall not be construed as a “Change of Control” for the purposes of Section 6.1 above.

 

There shall be no automatic vesting of unvested Restricted Shares held by a Participant in connection with a Change of Control unless otherwise agree in an employment or consulting agreement; however, the Board or the Committee shall have, in their sole discretion, the power to accelerate the time at which any or all Restricted Shares held by any or all Participants may vest or the time during which any Restricted Shares granted hereunder will become fully vested including, without limitation, in connection with a Change of Control.

 

All unvested Restricted Shares held by a Participant shall vest immediately in the event that such Participant’s employment or consultancy is terminated at any time prior to the expiry date of such Restricted Shares by virtue of, or in connection with, a Change of Control, except in the case of termination for cause of such Eligible Participant’s employment or consultancy (in which case the Restricted Shares shall not vest).

 

 

 

Subject to the requisite shareholder and regulatory approvals set forth under subparagraphs 8.1(a) and (b) below, the Board or the Committee may from time to time amend or revise the terms of the Plan or may discontinue the Plan at any time provided however that no amendment or revision may, without the consent of a Restricted Share Holder, in any manner adversely affect his or her rights under any Award, therefore granted under the Plan.

 

(a)

The Board or the Committee may, subject to receipt of requisite shareholder and regulatory approval, make the following amendments to the Plan:

 

(i)

any amendment to the number of securities issuable under the Plan, including an increase to a fixed maximum number of securities or a change from a fixed maximum number of securities to a fixed maximum percentage.  A change to a fixed maximum percentage which was previously approved by shareholders will not require additional shareholder approval; and

 

(ii)

any change to the definition of the Eligible Participants which would have the potential of broadening or increasing Insider participation.

 

(b)

The Board or the Committee may, subject to receipt of requisite regulatory approval, where required, in its sole discretion make all other amendments to the Plan that are not of the type contemplated in subparagraph 8.1(a) above including, without limitation:

 

(i)

amendments of a “housekeeping” nature;

 

(ii)

a change to the vesting provisions of a Restricted Share or the Plan;

 

(iii)

a change to the termination provisions of a Restricted Share or the Plan which does not entail an extension beyond the original expiry date; and

 

(iv)

amendments to comply with foreign laws.

 

The shareholders’ approval of an amendment may be given by way of confirmation at the next meeting of shareholders after the amendment is made, provided that no Shares are issued pursuant to the amended terms prior thereto.

 

 

The Corporation’s obligation to grant Awards or issue Shares under the terms of the Plan is subject to all of the applicable laws, regulations or rules of any governmental regulatory agency or other competent authority in respect of the issuance or distribution of securities and to the rules of any stock exchange on which the Shares of the Corporation are listed or quoted for trading.  Each Restricted Share Holder shall agree to comply with such laws, regulations and rules and to provide to the Corporation any information or undertaking required to comply with such laws, regulations and rules.

 

The participation in the Plan of an employee or consultant of the Corporation or any of its Subsidiaries shall be entirely optional and shall not be interpreted as conferring upon an employee or consultant of the Corporation or any of its subsidiaries any right or privilege whatsoever, except for the rights and privileges set out expressly in the Plan.  Neither the Plan nor any act that is done under the terms of the Plan shall be interpreted as restricting the right of the Corporation or any of its Subsidiaries to terminate the employment or consultancy, as applicable, of an employee or consultant at any time.  For the purposes of the Plan a Restricted Share Holder shall cease to be an employee or consultant of the Corporation on the date on which the Corporation gives the Restricted Share Holder notice of termination (or receives notice of resignation) employment or consultancy, as applicab le.

 

No employee or consultant of the Corporation or any of its Subsidiaries shall acquire the automatic right to be granted one or more Restricted Shares under the terms of the Plan by reason of any previous grant of Restricted Shares under the terms of the Plan.

 

The Plan does not provide for any guarantee in respect of any loss or profit that may result from fluctuations in the price of the Shares.

 

The Corporation 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, any Award or Restricted Shares the amount of any taxes required by law to be withheld from, or paid in connection with, such payment.  The Corporation may, in its discretion, permit an Eligible Participant to elect to satisfy such withholding obligation through a cash payment to be made by such Eligible Participant, through the surrender of Shares held by a Eligible Participant in a manner acceptable to the Corporation, or through the surrender of shares which the Eligible Participant is otherwise entitled to receive under the Plan.  The Corporation shall have the right to sell any of the Eligible Participant’s Shares to satisfy or recover any taxes which are payable by the Corporation in respect of this Plan, any Award or Restri cted Shares for the account of such Eligible Participant.  Where the withholding undertaken in connection with the foregoing is considered by the Corporation to be inadequate, the payment or delivery of property hereunder by the Corporation shall be conditional upon such Eligible Participant (or other person) reimbursing or compensating the Corporation or making arrangements satisfactory to the Corporation for the payment or provision of all required taxes.  For purposes hereof “taxes” shall refer to any local, foreign, federal, provincial, state, social security, withholding or any other taxes or governmental charges of any kind whatsoever.

 

Neither the Corporation nor any of its Subsidiaries shall assume any responsibility in respect of any tax consequences that arise from participation in the Plan by any employee, consultant or other person.  Such persons are urged to consult their own independent tax advisors in such regard.

 

The Plan and any Restricted Shares granted under the terms of the Plan shall be governed and interpreted according to the laws of the province of Ontario and the laws of Canada applicable thereto.

 

The Plan shall be effective as of September 2, 2005.

 

1.

on _________________________ (the “Award Date”);

 

2.

____________________________ (the “Restricted Share Holder”);

 

3.

was granted ____________________________ non-assignable Restricted Shares (the “Award”);

 

4.

 

5.

the Award shall vest at 5:00 p.m., eastern time _______________ (the “Vesting Date”) provided, however, that if you are not actively employed continuously from the Award Date to the Vesting Date, a later Vesting Date shall apply as set out in the Plan;

 

(i)

acknowledges that he or she has read and understands the Plan and that he or she will abide by its terms and conditions;

 

(ii)

agrees that a Restricted Share does not carry any voting rights;

 

(iii)

recognizes that during the period between granting of an Award and the Vesting Date of the Award (or settlement thereof) the value of the Restricted Share may be subject to stock market fluctuations and the Corporation accepts no responsibility for any fluctuations in the value of an Award;

 

(iv)

recognizes that, at the sole discretion of the Corporation, the Plan can be administered by a designee of the Corporation by virtue of paragraph 3 and any communication from or to the designee shall be deemed to be from or to the Corporation;

 

(v)

acknowledges that the Corporation and its subsidiaries assume no responsibility as regards to the tax consequences that participation in the Plan will have for the Participant and the Participant is urged to consult its own tax advisor in such regard; and

 

(vi)

acknowledges that they are solely liable for any taxes or penalties which may be payable to Canada Revenue Agency under the Income Tax Act (Canada) or any other taxing authority in respect of the grant of an Award and the delivery of shares or cash pursuant to an Award is contingent upon satisfaction of applicable withholding requirements and applicable taxes may be withheld from any such payment in settlement of an Award.