THE FILM ROMAN, INC. STOCK OPTION PLAN

 

                                                                    Exhibit 10.8

                    THE FILM ROMAN, INC. STOCK OPTION PLAN
    
                 FORM OF NON QUALIFIED STOCK OPTION AGREEMENT      

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

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

     NOW, THEREFORE, and in consideration of the Employee's employment with the
Company or a Subsidiary, the Company and the Employee agree as follows:

     1.   DEFINITIONS.
          ----------- 

          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.

          "Cause" shall mean (a) the commission of a felony or a crime involving
moral turpitude or the commission of any other act involving willful malfeasance
with respect to the Company, (b) conduct tending to bring the Company into
substantial public disgrace or disrepute or (c) gross negligence or willful
misconduct with respect to the Company, provided that, if the Employee has
entered into an employment agreement with the Company which contains a different
definition of "Cause" such different definition shall be deemed substituted
herein.

    
          "Change in Control" shall have the meaning set forth in Paragraph 12.2
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.

          "Employer" shall mean the Company or the Subsidiary that employs the
Employee on the date hereof, provided that, if the Employee subsequently is
transferred to another corporation covered by the Plan, such employing
corporation shall be the Employer for purposes of this Agreement.

          "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 an
Incentive Stock Option.

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

          "Securities Act" shall mean the Securities Act of 1933, as amended.
    
          "Share" shall mean a share of the Company's Common Stock, $0.01 par
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 Employment" shall mean the date on which the employee-
employer relationship between the Employee and the Employer is terminated for
any reason whatsoever, but excluding any termination where there is a
simultaneous re-employment by the Company or a Subsidiary.

     2.   GRANT OF OPTION.
          --------------- 

          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 Employee 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 Employee hereby accepts the
Option, acknowledges that Employee 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 outstanding Options shall be made such that
each holder of an Option shall be entitled to receive that number of shares
which such holder would have been entitled to receive pursuant to such Option if
such Option had been exercised immediately prior to such reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up, stock
dividend or combination of shares; and provided, further, 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)
hereof.

               (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 -------------------- ------------------------------ 1st Anniversary of Grant Date 20%, i.e., shares 2nd Anniversary of Grant Date 40%, i.e., shares 3rd Anniversary of Grant Date 60%, i.e., shares 4th Anniversary of Grant Date 80%, i.e., shares 5th Anniversary of Grant Date 100%, 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 upon 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 Employee, (iii) by delivery of Shares of the Company already owned by, and in the possession of the Employee, (iv) by a recourse promissory note made by the Employee in favor of the Company or through installment payments to the Company, in either case subject to terms and conditions determined by the Board or Committee, and in compliance with applicable law (including, without limitation, state, corporate and federal requirements), (v) in whole or in part, through the surrender of shares of Common Stock then issuable upon exercise of the Option having Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof, or (vi) by any combination thereof or (vii) in such other form as approved by the Board or Committee. (e) Termination of Employment. In the event of the Employee's ------------------------- Termination of Employment, any outstanding Options held by Employee shall terminate as follows: (i) If the Employee's Termination of Employment is due to the Employee's death or permanent disability (within the meaning of Section 22(e)(3) of the Code or as defined in Employee's employment agreement with Company, if different), all Options, to the extent exercisable at the Termination of Employment shall be exercisable for a period of three (3) months from the Termination of Employment, unless, by their term, they expire sooner, as may be set forth in the Employee's employment agreement with the Company, if any. (ii) If the Employee's Termination of Employment is for Cause, all Options shall terminate on the date of the Employee's Termination of Employment, unless, by their term, they expire sooner. (iii) In all other cases, all Options (to the extent exercisable at the time of such termination) shall be exercisable for a period of three (3) months following the month of Employee's Termination of Employment, unless, by their term, they expire sooner. (f) Status of Option upon Termination No portion of an Option --------------------------------- which is unexercisable at Termination of Employment or Termination of Consultantcy, as applicable, shall thereafter become exercisable, except as may be otherwise provided by the Board or Committee in the case of Options granted to Employees or Consultants either in the Option Agreement or by action of the Board or Committee following the grant of the Option. 2.4 Transferability --------------- The Option shall be nontransferable by the holder either voluntarily or by operation of law, other than by will or the laws of descent and distribution, or pursuant to a domestic relations order. Notwithstanding the foregoing, the holder may transfer this Option granted under the Plan to one or more family members or a trust, partnership or other entity for their benefit, if no consideration is given or paid for such transfer and the Board or Committee approves such transfer. Except as permitted above, the Option shall be exercisable during the holder's lifetime only by the holder. 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 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 Employee of a written representation and agreement, in a form satisfactory to the Board of Committee, in which the Employee represents that the Shares acquired by the Employee upon exercise are being acquired for investment and not with a view to distribution thereof. (iii) If the Board or Committee shall, in its sole discretion, so determine the execution by the Employee 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 Employee 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. 3. OTHER PROVISIONS RE: OPTIONS. ---------------------------- 3.1 Corporate Transaction (Change of Control). ---------------------------------------- In the event of a Change of Control, the 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 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. 4. MISCELLANEOUS. ------------- 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 Employee, the Company and all other interested persons. 4.2 Withholding of Taxes. -------------------- Upon Employee's exercise of a Non-Qualified Stock Option (or an Incentive Stock Option treated as a Non-Qualified Stock Option), the Company shall have the right to require such Employee, and such Employee, 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 Employee 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. 4.3 No Right to Continued Employment -------------------------------- Nothing in this Agreement or in the Plan shall confer upon the Employee any right to continue in the employ of the Employer or shall interfere with or restrict in any way the rights of the Employer, which are hereby expressly reserved, to discharge the Employee at any time for any reason whatsoever, with or without cause. 4.4 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. 4.5 Governing Law ------------- The laws of the State of California 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. 4.6 Successors ---------- This Agreement shall be binding upon and inure to the benefit of the successors, assigns and heirs of the respective parties. 4.7 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 Employee: --------------- -------------------------------------------- -------------------------------------------- -------------------------------------------- To the Company: -------------- Film Roman, Inc. 12020 Chandler Boulevard North Hollywood, California 91607 Attention: Corporate Secretary 4.8 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. 4.9 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. By: ------------------------------- Name: Philip Roman Title: President EMPLOYEE ------------------------------------ Name: -------------------------------

Basic Info X:

Name: THE FILM ROMAN, INC. STOCK OPTION PLAN
Type: Stock Option Plan
Date: Sept. 30, 1996
Company: FILM ROMAN INC
State: Delaware

Other info:

Organization:

  • Board of Directors of the Company
  • Roman , Inc.
  • Company 's Common Stock
  • 1st Anniversary of Grant Date
  • 2nd Anniversary of Grant Date
  • 3rd Anniversary of Grant Date
  • 4th Anniversary of Grant Date
  • 5th Anniversary of Grant Date
  • e Termination of Employment
  • Termination of Employment or Termination of Consultantcy
  • Securities and Exchange Commission
  • Board of Committee
  • Corporate Transaction Change of Control
  • Board or Committee
  • Incentive Stock Option
  • Chandler Boulevard North Hollywood

Location:

  • Delaware
  • California

Money:

  • $ 0.01

Percent:

  • fifty percent
  • 50 %
  • 20 %
  • 40 %
  • 60 %
  • 80 %
  • 100 %