EXHIBIT 10.1


 


OPTION AGREEMENT AMENDMENT


 


This amendment (the “Amendment”)
is made as of March 29, 2006, between Image Entertainment,
Inc. (the “Company”) and the Optionee listed on the
attached Exhibit A (the “Optionee”).


 


RECITALS


 


A.            The
Company has granted Optionee stock options (the “Options”)
to purchase shares of common stock of the Company (the “Option Shares”) as
listed on the attached Exhibit A.


 


B.            Pursuant to its powers under the 1998 Incentive Plan (the
“1998 Plan”) and under the 2004 Incentive Compensation Plan (the “2004 Plan”),
the Compensation Committee of the Board of Directors of the Company hereby
amends the Options to (i) fully vest all of the
outstanding Options as of March 29, 2006 and (ii) to impose a holding period
with respect to the accelerated Option Shares (the “Accelerated Option Shares”).


 


AGREEMENT


 


1.             Vesting Acceleration.  Each Option is hereby amended to become fully
vested and exercisable as of March 29, 2006. 
The agreement for each Option is hereby amended to delete any reference
to a vesting schedule.


 


2.             Holding Period. 
Each Option is hereby amended to add a holding period (the “Holding
Period”).  During the Holding Period, the
Option may not be sold, gifted, pledged, hypothecated or otherwise
transferred.  The Holding Period shall
end with respect to an Accelerated Option Share on the same date that the
Accelerated Option Share would have vested under the Option’s vesting schedule
prior to this Amendment.  The Holding
Period will not apply to any Option Shares which were vested as of March 29,
2006.  In addition, with respect to the
Options granted under the 1998 Plan, the Holding Period will expire on the
close of any Change in Control Event (as defined under the 1998 Plan) of the
Company and with respect to the Options granted under the 2004 Plan, the
Holding Period will expire on the close of any Change in Control (as defined
under the 2004 Plan) of the Company.


 


As an example to illustrate the
application of this Amendment, if Optionee has been
granted an Option to purchase 100 Option Shares, where 60 Option Shares were
vested on December 31, 2005 and 40 Option Shares will vest on December 31,
2006, after the date this Amendment is effective, the 40 Option Shares that are
unvested as of March 29, 2006 (the Accelerated Option Shares) will become fully
vested and exercisable so that all 100 Option Shares will be vested and
exercisable, the Holding Period will apply to the Accelerated Option Shares and
the Holding Period for the Accelerated Option Shares will end on December 31,
2006.


 

















 


3.             Miscellaneous.


 


a.             Interpretation.  The interpretation of this Amendment and the
determination of when the Holding Period ends with respect
to the Accelerated Option Shares will be made by the Committee (as defined in
the 1998 Plan and 2004 Plan) and the Committee’s interpretation or
determination shall be binding on the Optionee and
the Company.


 


b.             Amendment.  This Amendment shall amend all of the
outstanding Options (as listed in Exhibit A).


 


c.             No Other Changes.  Except as specifically provided in this
Amendment, the terms and conditions of the Options remain unchanged and the
Options remain subject to the agreement
pursuant to which the Option was granted and the provisions of the plan under
which the Option was granted.


 


 


IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed and
delivered by authorized signatories, all as of the date first written above.


 


 


IMAGE
ENTERTAINMENT, INC.


 


 


	
   

  	
   

  
	
  [Name]

  
	
  [Title]

  



 

















 


EXHIBIT A


 


	
  Optionee

  Name

  	
   

  	
  Grant

  Date

  	
   

  	
  Exercise Price

  Per Share

  	
   

  	
  Number of Shares

  of Common Stock

  	
   

  	
  Original

  Vesting Date