YOU On Demand Holdings, Inc. - Exhibit 4.4 - Filed by newsfilecorp.com





YOU ON DEMAND HOLDINGS, INC. 

2010 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

            Unless
otherwise defined herein, the terms in the Stock Option Agreement (the “Option
Agreement”) have the same meanings as defined in the YOU On Demand Holdings,
Inc. 2010 Equity Incentive Plan (the “Plan”). 

	I. 	
      NOTICE OF STOCK OPTION GRANT 

      Optionee: 

      Address:



            You
have been granted an Option to purchase Common Stock of the Company, subject to
the terms and conditions of the Plan and this Option Agreement, as follows: 

	 	Grant Date: 	 
	 	 	 
	 	Vesting Commencement Date: 	 
	 	 	 
	 	Exercise Price per Share: 	[No
      less than grant date fair market value] 
	 	 	 
	 	Total Number of Shares Granted: 	 
	 	 	 
	 	Total Exercise Price: 	 
	 	 	 
	 	Type of Option: 	[Nonstatutory Stock Option (unless granted to an employee
      subject to U.S. tax, then could be a ISO)] 
	 	 	 
	 	Expiration Date: 	Ten
      (10) years after Grant Date 
	 	 	 
	 	Vesting Schedule: 	 
	 	 	 
	 	Termination Period: 	 


            To
the extent vested, this Option will be exercisable for three (3) months after
Optionee ceases to be a Service Provider, unless termination is due to
Optionee’s death or Disability, in which case this Option will be exercisable
for twelve (12) months after Optionee ceases to be a Service Provider.
Notwithstanding the foregoing sentence, in no event may this Option be exercised
after any termination of the Optionee as a Service Provider determined by the
Company’s Board to be for Cause or after the Expiration Date as provided above
and this Option may be subject to earlier termination as provided in the
Plan.




            “Cause”
has the meaning ascribed to such term or words of similar import in Optionee’s
written employment or service contract with the Company or its Parent or any
Subsidiary and, in the absence of such agreement or definition, means Optionee’s
(i) conviction of, or plea of nolo contendere to, a felony or any other crime
involving moral turpitude; (ii) fraud on or misappropriation of any funds or
property of the Company or its subsidiaries, or any affiliate, customer or
vendor; (iii) personal dishonesty, incompetence, willful misconduct, willful
violation of any law, rule or regulation (other than minor traffic violations or
similar offenses), or breach of fiduciary duty which involves personal profit;
(iv) willful misconduct in connection with Optionee’s duties or willful failure
to perform Optionee’s responsibilities in the best interests of the Company or
its subsidiaries; (v) illegal use or distribution of drugs; (vi) violation of
any rule, regulation, procedure or policy of the Company or its subsidiaries; or
(vii) breach of any provision of any employment, non-disclosure,
non-competition, non-solicitation or other similar agreement executed by
Optionee for the benefit of the Company or its subsidiaries, all as determined
by the Company’s Board, which determination will be conclusive.

II.      
AGREEMENT 

            1.       
Grant of Option. The Administrator grants to the Optionee named in the
Notice of Stock Option Grant in Part I of this Option Agreement, an Option to
purchase the number of Shares set forth in the Notice of Stock Option Grant, at
the exercise price per Share set forth in the Notice of Stock Option Grant (the
“Exercise Price”), and subject to the terms and conditions of the Plan, which is
incorporated herein by reference. In the event of a conflict between the terms
and conditions of the Plan and this Option Agreement, the terms and conditions
of the Plan prevail. 

            If
designated in the Notice of Stock Option Grant as an Incentive Stock Option,
this Option is intended to qualify as an Incentive Stock Option as defined in
Code section 422. Nevertheless, to the extent that it exceeds the $100,000 rule
of Code section 422(d), this Option will be treated as a Nonstatutory Stock
Option. 

           
2.        Exercise of Option. 

                          (a)
Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Stock Option Grant
and with the applicable provisions of the Plan and this Option Agreement. 

                          (b)
Method of Exercise. This Option is exercisable by (i) delivery of an
exercise notice in the form attached as Exhibit A (the “Exercise Notice”)
or in a manner and pursuant to procedures as the Administrator may determine,
which will state the election to exercise the Option, the number of Shares with
respect to which the Option is being exercised, and other representations and
agreements as may be required by the Company and (ii) paying the Company in full
the aggregate Exercise Price as to all Shares being acquired, together with any
applicable tax withholding.

            This
Option will be deemed to be exercised upon receipt by the Company of a fully
executed Exercise Notice accompanied by the aggregate Exercise Price, together
with any applicable tax withholding.

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            No
Shares will be issued pursuant to the exercise of an Option unless the issuance
and exercise of Shares complies with Applicable Laws. Assuming compliance, for
income tax purposes the Shares will be considered transferred to the Optionee on
the date on which the Option is exercised with respect to the Shares.

            3.       
Method of Payment. The aggregate Exercise Price may be paid by any of the
following, or a combination thereof, at the election of the Optionee: 

                         
(a)        cash; 

                         
(b)        check; 

                         
(c)        promissory note; 

                         
(d)        other Shares, provided Shares have
a Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which said Option will be exercised; 

                         
(e)        by asking the Company to withhold
Shares from the total Shares to be delivered upon exercise equal to the number
of Shares having a value equal to the aggregate Exercise Price of the Shares
being acquired; 

                         
(f)        any combination of the foregoing
methods of payment; or 

                         
(g)        such other consideration and
method of payment for the issuance of Shares to the extent permitted by
Applicable Laws. 

            4.       
Restrictions on Exercise. This Option may not be exercised (a) until such
time as the Plan has been approved by the stockholders of the Company, or (b) if
the issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any Applicable
Laws. The Company will be relieved of any liability with respect to any delayed
issuance of shares or its failure to issue shares if such delay or failure is
necessary to comply with Applicable Laws. 

            5.       
Non-Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by Optionee. The terms of the
Plan and this Option Agreement are binding upon the executors, administrators,
heirs, successors and assigns of the Optionee. 

            6.       
Term of Option. This Option may be exercised only within the term set out
in the Notice of Stock Option Grant, and may be exercised during the term only
in accordance with the Plan and the terms of this Option. 

           
7.        Tax Obligations. 

                          (a)
Withholding Taxes. Optionee agrees to arrange for the satisfaction of all
Federal, state, local and foreign income and employment tax withholding
requirements applicable to the Option exercise. Optionee acknowledges and agrees
that the Company may refuse to honor the exercise and refuse to deliver the Shares if withholding
amounts are not delivered at the time of exercise. 

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                          (b)
Notice of Disqualifying Disposition of ISO Shares. If the Option granted
to Optionee is an ISO, and if Optionee sells or otherwise disposes of any of the
Shares acquired pursuant to the ISO on or before the later of (i) the date two
(2) years after the Grant Date, or (ii) the date one (1) year after the date of
exercise, the Optionee must immediately notify the Company of the disposition in
writing. Optionee agrees that Optionee may be subject to income tax withholding
by the Company on the compensation income recognized by the Optionee.

                          (c)
Code Section 409A. Under Code section 409A, an Option that vests after
December 31, 2004 that was granted with a per Share exercise price that is
determined by the Internal Revenue Service (the “IRS”) to be less than the Fair
Market Value of a Share on the Grant Date (a “discount option”) may be
considered deferred compensation. An Option that is a discount option may result
in (i) income recognition by the Optionee prior to the exercise of the Option,
(ii) an additional twenty percent (20%) tax, and (iii) potential penalty and
interest charges. Optionee acknowledges that the Company cannot and has not
guaranteed that the IRS will agree that the per Share Exercise Price of this
Option equals or exceeds Fair Market Value of a Share on the Grant Date in a
later examination. Optionee agrees that if the IRS determines that the Option
was granted with a per Share exercise price that was less than the Fair Market
Value of a Share on the Grant Date, Optionee will be solely responsible for any
and all resulting tax consequences.

           
8.        No Guarantee of Continued
Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A
SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING OPTIONEE) AND NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. OPTIONEE FURTHER ACKNOWLEDGES
AND AGREES THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER
AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH
OPTIONEE’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING OPTIONEE) TO TERMINATE OPTIONEE’S RELATIONSHIP AS A
SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 

            9.       
Notices. All notices or other communications which are required or
permitted hereunder will be in writing and sufficient if (i) personally
delivered or sent by telecopy, (ii) sent by nationally-recognized overnight
courier or (iii) sent by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows: if to the Optionee, to the address (or
telecopy number) set forth on the Notice of Stock Option Grant; and 

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            if
to the Company, to the attention of the ______________ at the address set forth
below: 

[Company Address]

 

or to any other address as the party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Any communication will be deemed to have been given (i) when delivered, if
personally delivered, or when telecopied, if telecopied, (ii) on the first
Business Day (as hereinafter defined) after dispatch, if sent by
nationally-recognized overnight courier and (iii) on the fourth Business Day
following the date on which the piece of mail containing the communication is
posted, if sent by mail. As used herein, “Business Day” means a day that is not
a Saturday, Sunday or a day on which banking institutions in the city to which
the notice or communication is to be sent are not required to be open. 

            10.    
 Specific Performance. Optionee expressly agrees that the Company
will be irreparably damaged if the provisions of this Option Agreement and the
Plan are not specifically enforced. Upon a breach or threatened breach of the
terms, covenants and/or conditions of this Option Agreement or the Plan by the
Optionee, the Company will, in addition to all other remedies, be entitled to a
temporary or permanent injunction, without showing any actual damage, and/or
decree for specific performance, in accordance with the provisions hereof and
thereof. The Administrator has the power to determine what constitutes a breach
or threatened breach of this Option Agreement or the Plan. The Administrator’s
determinations will be final and conclusive and binding upon the Optionee. 

            11.    
 No Waiver. No waiver of any breach or condition of this Option
Agreement will be deemed to be a waiver of any other or subsequent breach or
condition, whether of like or different nature. 

            12.     
Optionee Undertaking. The Optionee agrees to take whatever additional
actions and execute whatever additional documents the Company may in its
reasonable judgment deem necessary or advisable in order to carry out or effect
one or more of the obligations or restrictions imposed on the Optionee pursuant
to the express provisions of this Option Agreement. 

            13.     
Modification of Rights. The rights of the Optionee are subject to
modification and termination in certain events as provided in this Option
Agreement and the Plan. 

            14.    
 Governing Law. This Agreement is governed by, and construed in
accordance with, the laws of the State of Nevada, without giving effect to its
conflict or choice of law principles that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another
jurisdiction.

            15.    
 Counterparts; Facsimile Execution. This Option Agreement may be
executed in one or more counterparts, each of which will be deemed to be an
original, but all of which together constitute one and the same instrument.
Facsimile execution and delivery of this Option Agreement is legal, valid and
binding execution and delivery for all purposes. 

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            16.     
Entire Agreement. The Plan, this Option Agreement, and upon execution,
the Exercise Notice, constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and Optionee. 

            17.     
Severability. In the event one or more of the provisions of this Option
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
will not affect any other provisions of this Option Agreement, and this Option
Agreement will be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. 

            18.     
WAIVER OF JURY TRIAL. THE OPTIONEE EXPRESSLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS OPTION AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. 

            Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is
familiar with the terms and provisions thereof, and accepts this Option subject
to all of the terms and provisions thereof. Optionee has reviewed the Plan and
this Option in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Option and fully understands all provisions of
the Option. Optionee agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions arising
under the Plan or this Option. Optionee further agrees to notify the Company
upon any change in the residence address indicated below. 

 

	OPTIONEE 	 	YOU ON DEMAND HOLDINGS, INC. 
	 	 	 
	 	 	 
	Signature 	 	By 
	 	 	 
	 	 	 
	Print Name 	 	Print Name 
	 	 	 
	 	 	 
	  	 	Title 
	 	 	 
	 	 	 
	Residence Address 	 	  


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EXHIBIT A 

2010 EQUITY INCENTIVE PLAN 

EXERCISE NOTICE 

YOU On Demand Holdings, Inc.
[Address] 

 

Attention: _______________, _________________

            1.       
Exercise of Option. Effective as of today, _____________, _____, the
undersigned (“Optionee”) elects to exercise Optionee’s option to purchase
_________ shares of the Common Stock (the “Shares”) of YOU On Demand Holdings,
Inc. (the “Company”) under and pursuant to the YOU On Demand Holdings, Inc. 2010
Equity Incentive Plan (the “Plan”) and the Stock Option Agreement dated
____________, ____ (the “Option Agreement”). 

            2.       
Delivery of Payment. Optionee herewith delivers to the Company the full
purchase price of the Shares, as set forth in the Option Agreement, and any and
all withholding taxes due in connection with the exercise of the Option. 

            3.       
Representations of Optionee. Optionee acknowledges that Optionee has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions. 

            4.       
Rights as Stockholder. Until the issuance of the Shares (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder exists with respect to the Optioned Stock,
notwithstanding the exercise of the Option. Subject to the requirements of
Section 6 below, the Shares will be issued to the Optionee as soon as
practicable after the Option is exercised in accordance with the Option
Agreement. No adjustment will be made for a dividend or other right for which
the record date is prior to the date of issuance except as provided in the Plan.


            5.       
Tax Consultation. Optionee understands that Optionee may suffer adverse
tax consequences as a result of Optionee’s purchase or disposition of the
Shares. Optionee represents that Optionee has consulted with any tax consultants
Optionee deems advisable in connection with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice. 

            6.       
Refusal to Transfer. The Company will not (i) transfer on its books any
Shares that have been sold or otherwise transferred in violation of any of the
provisions of this Exercise Notice, or (ii) be required to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee
to whom such Shares have been so transferred. 




            7.       
Successors and Assigns. The Company may assign any of its rights under
this Exercise Notice to single or multiple assignees, and this Exercise Notice
inures to the benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer herein set forth, this Exercise Notice is binding
upon Optionee and his or her heirs, executors, administrators, successors and
assigns. 

            8.       
Interpretation. Any dispute regarding the interpretation of this Exercise
Notice will be submitted by Optionee or by the Company forthwith to the
Administrator for review at its next regular meeting. The resolution of disputes
by the Administrator will be final and binding on all parties. 

            9.       
Governing Law; Severability. This Exercise Notice is be governed by, and
construed in accordance with, the laws of the State of Nevada, without giving
effect to its conflict or choice of law principles that might otherwise refer
construction or interpretation of this Exercise to the substantive law of
another jurisdiction. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Exercise Notice will continue in full force and effect. 

            10.    
 Notices. Any notice required or permitted hereunder will be
provided in writing and deemed effective if provided in the manner specified in
the Option Agreement. 

            11.    
 Further Instruments. The parties agree to execute any further
instruments and to take any further action as may be reasonably necessary to
carry out the purposes and intent of the Option Agreement and this Exercise
Notice. 

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     12.      Entire
Agreement. The Plan and Option Agreement are incorporated herein by
reference. This Exercise Notice, the Plan, and the Option Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be
modified adversely to the Optionee’s interest except by means of a writing
signed by the Company and Optionee. 

	Submitted by: 	 	Accepted by: 
	OPTIONEE 	 	YOU ON DEMAND HOLDINGS, INC. 
	  	 	  
	 	 	 
	Signature 	 	By 
	 	 	 
	 	 	 
	Print Name 	 	Print Name 
	 	 	 
	 	 	 
	  	 	Title 
	 	 	 
	Address: 	 	Address: 
	  	 	  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	  	 	  
	 	 	 
	 	 	 
	  	 	Date Received 


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