Exhibit 10.9


                           DIRECTOR OPTION AGREEMENT

     THIS OPTION AGREEMENT (the "Agreement") dated as of ________________, 1996,
is made by and between FILM ROMAN, INC., a Delaware corporation ("Company") and
__________________________________ ("Director").

     WHEREAS, the Company desires to permit the Director to share directly in
the growth of the business of the Company and its Subsidiaries, and to identify
the Director's interests with those of Company's stockholders by awarding an
Option to Director under the terms of the Company's 1996 Stock Option Plan
hereof (the "Plan");

     NOW, THEREFORE, and in consideration of the Director's service on the board
of Directors of the Company, the Company and the Director agree as follows:


     Any term which is not defined in this Agreement shall have the meaning
given such term under the Plan.  The following terms shall have the meaning
specified below, unless the context clearly indicates to the contrary:

     "Agreement" shall mean this Option Agreement.

     "Board" shall mean the Board of Directors of the Company.

     "Change in Control" shall have the meaning set forth in Paragraph 14.2 of
the Plan.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

     "Committee" shall mean the Committee appointed as provided in Paragraph 2.1
of the Plan.

     "Company" shall mean Film Roman, Inc., a Delaware corporation.  In
addition, "Company" shall mean any corporation assuming, or issuing new employee
stock options in substitution for, the Options outstanding under the Plan, in a
transaction to which Section 424(a) of the Code applies.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Fair Market Value" shall mean the value per share of the Company's Common
Stock determined in accordance with Paragraph 7 of the Plan.

     "Non-Qualified Stock Option" shall mean an Option that is not designated as
an "incentive stock option" within the meaning of Section 422 of the Code.

     "Option" shall mean an option to purchase Shares granted pursuant to the

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Share" shall mean a share of the Company's Common Stock, $.01 value.

     "Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company, if each such corporation (other than
the last corporation in the unbroken chain), or if each group of commonly
controlled corporations, then owns fifty percent (50%) or more of the total
combined voting power in one of the other corporations in such chain.

     "Termination of Directorship" shall mean the time when the Director ceases
to be a member of the Board for any reason, including, but not by way of
limitation, a termination by resignation, failure to be elected, death or
retirement.  The Board, in its sole and absolute discretion, shall determine the
effect of all matters and questions relating to Termination of Directorship with
respect to the Director.


         2.1  Grant; Grant Date

     Pursuant to the provisions of the Plan and subject to the terms and
conditions of the Plan, the Company hereby grants to the Director the right and
option to purchase from the Company all or any part of an aggregate of _____
Shares upon the terms and conditions set forth in this Agreement.  The Grant
Date of the Option shall be ____________________. The Director hereby accepts
the Option, acknowledges that Director has received and read a copy of the Plan,
and agrees to be bound by all the terms and provisions of the Plan and this
Agreement.  The Option granted hereunder is a Non-Qualified Stock Option as
defined herein.

         2.2  Adjustments in Option

     In the event that the outstanding Shares are hereafter changed into or
exchanged for a different number or kind of shares or other securities of the

Company, or of another corporation, by reason of reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up, stock
dividend or combination of shares, appropriate adjustments shall be made by the
Board or Committee in the number and kind of shares (and the purchase price for
such shares) for the purchase of which Options may be granted; provided,
however, that any such adjustment in the outstanding Options shall be made
without change to the aggregate purchase price applicable to the unexercised
portion of the Option, but with a corresponding adjustment in the purchase price
for each Share covered by the Option.

         2.3  Option Terms

              The Option granted under this Option Agreement shall be subject to
the following terms and conditions:

              (a)  Price.  The exercise price for the Shares subject to the 
Option shall be ____________ per Share.

              (b)  Term.  The Option shall expire on the tenth anniversary of
the Grant Date, unless terminated earlier in accordance with Paragraph 2.3(e)

              (c)  Vesting.  Except as provided in Paragraph 3.1, the Option 
shall become exercisable as follows:

                                             THE OPTION SHALL BECOME
                                           EXERCISABLE WITH RESPECT TO
                                            THE FOLLOWING CUMULATIVE
     ON OR AFTER                                 NUMBER OF SHARES
 --------------------                     ------------------------------

                                             20%, i.e., _____ shares
                                             20%, i.e., _____ shares
                                             20%, i.e., _____ shares
                                             20%, i.e., _____ shares
                                             20%, i.e., _____ shares

              (d)  Exercise.  The exercise of an Option shall be made only by 
a written notice delivered in person or by first class mail to the Secretary of
the Company at the Company's principal executive office, specifying the number
of Shares to be purchased and accompanied by full payment therefor and otherwise
in accordance with this Agreement and the Plan. The purchase price of the Shares

exercise of an Option shall be paid in full at the time of exercise (i) in cash
or by certified or cashier's check payable to the order of the Company, (ii) by
cancellation of indebtedness owed by the Company to the Director, (iii) by
delivery of Shares of the Company already owned by, and in the possession of the
Director, or (iv) by a recourse promissory note made by the Director in favor of
the Company or through installment payments to the Company, in either case
subject to terms and conditions determined by the Board, and in compliance with
applicable law (including, without limitation, state, corporate and federal

          (e)  Status of Option Upon Termination of Directorship.  In the 
event of the Director's Termination of Directorship, any outstanding Options
held by Director shall terminate three (3) months following the date of the
Director's Termination of Directorship, unless, by their term, they expire

     2.4  Non-Transferability

          The Options granted hereunder are nontransferable by the Director
either voluntarily or by operation of law, other than by will or the laws of
descent and distribution, or to an inter-vivos trust established by the Director
if such transfer shall be allowed by law and not materially affect the terms and
conditions of the Plan, and shall be exercisable during the Director's lifetime
only by the Director, regardless of any community property interest therein of
the spouse of the Director, or such spouse's successors in interest. If the
spouse of the Director shall have acquired a community property interest in an
option pursuant to a qualified domestic relations order as defined under the
Code or Title I of the Director Retirement Income Security Act of 1974, as
amended, the Director, or the Director's permitted successors in interest, may
exercise the option on behalf of the spouse of the Director or such spouse's
successors in interest.

     2.5  Conditions to Issuance of Stock Certificates

          (a)  The Shares deliverable upon the exercise of the Option, or any
portion thereof, shall be authorized, but unissued Shares of the Company. Such
Shares shall be fully paid and nonassessable. The stock certificates evidencing
the Shares shall bear such legends restricting transferability as the Board or
Committee deems necessary or advisable.

          (b) The Company shall not be required to issue or deliver any
certificate or certificates for Shares deliverable upon any exercise of the
Option prior to fulfillment of all of the following conditions:

               (i) The completion of any registration, or other qualification of
such Shares under any state or federal law, or exemptions from such state or
federal law, or under rulings or regulations of the Securities and Exchange
Commission, or of any other governmental regulatory body, or the obtaining of
approval or other clearance from any state or federal governmental 

agency which the Board or Committee shall, in its sole discretion, deem
necessary or advisable.

               (ii) If the Board or Committee shall, in its sole discretion,
deem it necessary or advisable, the execution by the Director of a written
representation and agreement, in a form satisfactory to the Board of Committee,
in which the Director represents that the Shares acquired by the Director upon
exercise are being acquired for investment and not with a view to distribution

               (iii) If the Board or Committee shall, in its sole discretion, so
determine the execution by the Director of an agreement to be bound by the
provisions of any shareholders agreement then in force between other
shareholders of the Company.

     2.6  Rights as Stockholder

     The Director shall not be, nor have any or the rights or privileges of, a
stockholder of the Company in respect of any Shares purchasable upon the
exercise of the Option unless and until certificates representing such Shares
shall have been issued by the Company.

     2.7  Representations of Director

     Director hereby warrants and represents that Director is acquiring the
Options for Director's own account and not with a view to their resale or
distribution and that Director is prepared to hold the Option for an indefinite
period and has no present intention to sell, distribute or grant any
participating interests in the Options.  Director hereby acknowledges the fact
that the Options have not been registered under the Securities Act, or
applicable state securities law and that the Company is issuing the Options to
Director in reliance upon the exemption from such registration provided by Rule
701 of the General Rules and Regulations under the Securities Act for securities
issuances under compensatory benefit plans such as the Plan and on the
representations made by Director herein or by Section 4.(2) of the Securities


         3.1  Change of Control.

     In the event of a Change of Control, the Board or Committee may, in its
absolute discretion and upon such terms and conditions as it deems appropriate,
provide by resolution, adopted prior to such event, that at some time prior to
the effective date of such event this Option shall be exercisable as to all the
shares covered hereby, notwithstanding that this Option may not yet have become
fully exercisable; provided, however, that this acceleration of exercisability
shall not take place if:

              (a) This Option becomes unexercisable under Section 2.3 prior to
said effective date; or

              (b) in connection with such an event, provision is made for an
assumption of this Option or a substitution therefor of a new option by an
employer corporation or a parent or subsidiary of such corporation.

     The Board or Committee may make such determinations and adopt such rules
and conditions as it, in its absolute discretion, deems appropriate in
connection with such acceleration of exercisability, including, but not by way
of limitation, provisions to ensure that any such acceleration and resulting
exercise shall be conditioned upon the consummation of the contemplated
corporate transaction.

         3.2  Repurchase Right.

     Upon Director's Termination of Directorship, the Company shall have the
right to purchase from the Director, any Shares issued to Director upon exercise
of Options pursuant to this Agreement, or vested but unexercised Options, by
notifying Director of its decision to so purchase the Shares or vested but
unexercised Options within sixty (60) days of such Termination of Directorship;
the purchase price for such Shares shall be their Fair Market Value at the date
of notification; the purchase price for Options shall be the difference between
the Fair Market Value and the exercise price for such Options at the date of
notification.  The Fair Market Value determined in accordance with the
provisions of Paragraph 7 of the Plan.


         4.1 Administration.

     The Board or Committee shall have the power to interpret the Plan and this
Agreement, and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke
any such rules.  All actions taken and all interpretations and determinations
made by the Board or Committee shall be final and binding upon the Director, the
Company and all other interested persons.

         4.2 Withholding of Taxes; Code Section 83(b) (Election to Include in 
             Gross Income in Year of Transfer)

             Upon Director's exercise of a Non-Qualified Stock Option, the
Company shall have the right to require such Director, and such Director, by
accepting the Options granted under the Plan and this Agreement, agrees to pay
to the Company the amount of any taxes which the Company shall be required to
withhold with respect thereto. The Director may elect to pay to the Company an
amount equal to the amount of the taxes which the Company shall be required to
withhold by delivering to the Company Shares having a Fair Market Value
determined in accordance with Paragraph

7 of the Plan equal to the amount of the withholding tax obligation as
determined by the Company. Such Shares so delivered may be either Shares
withheld by the Company upon the exercise of the Option or other Shares. If the
Company becomes subject to the Exchange Act, and the rules and regulations
promulgated thereunder, such election may not be made by those persons subject
to the provisions of Section 16(b) of the Exchange Act within six months of the
date of grant of the Option, except that this limitation will not apply in the
event of death or disability occurring prior to the expiration of the six month
period. The election must be made either (x) not later than six months less one
day prior to the date as of which the amount of tax to be withheld is determined
(the "Tax Date"), or (y) in the ten-day window period provided in Rule 16b-3(e)
of the General Rules and Regulations under the Exchange Act, but in no event
later than the Tax Date.

     4.3  Entire Agreement; Amendment

     This Agreement, together with the Plan, constitutes the entire agreement
between the parties with respect to the subject matter hereof.  Any term or
provision of this Agreement may be waived at any time by the party which is
entitled to the benefits thereof, any term or provision of this Agreement may be
amended or supplemented at any time by the mutual consent of the parties hereto,
except that any waiver of any term or condition, or any amendment, of this
Agreement must be in writing.

     4.4  Governing Law

     The laws of the State of Delaware shall govern the interpretation, validity
and performance of the terms of this Agreement, regardless of the law that might
be applied under principles of conflict of laws.

     4.5  Successors

     This Agreement shall be binding upon and inure to the benefit of the
successors, assigns and heirs of the respective parties.

     4.6  Notices

     All notices or other communications made or given in connection with this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by registered or certified mail, return receipt requested,
to those listed below at their following respective addresses or at such other
address as each may specify by notice to the others:

               To the Director:



               To the Company:

               Film Roman, Inc.
               12020 Chandler Boulevard
               North Hollywood, California  91607

               Attention:  Corporate Secretary

               4.7  Waiver

          The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver thereof or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.

               4.8  Titles; Construction

          Titles are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of the Agreement.  The masculine
pronoun shall include the feminine and neuter and the singular shall include the
plural, when the context so indicates.

               IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                  FILM ROMAN, INC.

                                       Name:  Philip Roman
                                       Title:  President





Basic Info X:

Type: Stock Option Plan
Date: July 12, 1996
State: Delaware

Other info:


  • Board of Directors of the Company
  • Roman , Inc.
  • Company 's Common Stock
  • e Status of Option Upon Termination of Directorship
  • Securities and Exchange Commission
  • Board of Committee
  • 3.1 Change of Control
  • Fair Market Value
  • Board or Committee
  • Chandler Boulevard North Hollywood


  • Delaware
  • California


  • $ .01


  • Philip Roman


  • fifty percent
  • 50 %
  • 20 %