exv10w15






Exhibit 10.15




RULES OF REDGATE MEDIA INC

FOUNDERS SHARE OPTION SCHEME 





	1.	 	DEFINITIONS






	 	1.1	 	In this Document, the following words and expressions shall have the following
meanings unless the context requires otherwise:-





	 	 	 
	“Articles”

	 	the memorandum and articles of association of the Company
as may be amended from time to time;
	 
	 	 
	“Board”

	 	the board of directors of the Company from time to time;
	 
	 	 
	“Company”

	 	Redgate Media Inc., a company incorporated under the laws
of the Cayman Islands and having its registered office at
Scotia Centre, 4th Floor, P.O. Box 2804,
George Town, Grand Cayman, Cayman Islands, British West
Indies;
	 
	 	 
	“Document”

	 	this document and all schedules hereto from time to time;
	 
	 	 
	“Exchange”

	 	the Stock Exchange of Hong Kong Limited;
	 
	 	 
	“Exercise Price”

	 	the price at which the Participant may exercise its
options as specified in the Schedule;
	 
	 	 
	“Group Company”

	 	the Company and/or its subsidiaries (as defined in
Section 2(4) of the Companies Ordinance, Cap. 32 of the
Laws of Hong Kong) and/or any subsidiary of Winmax
Resources Limited ;
	 
	 	 
	“Listing”

	 	the listing on the Exchange or any other recognised exchange (within the
meaning of Rule 14A.10 (11) of the Rules Governing The Listing of Securities on
the Exchange) of any shares in any Group Company;
	 
	 	 
	“Options”

	 	any Share Options created under the Scheme;
	 
	 	 
	“Participants”

	 	each and all of those persons listed in each of
the Schedule hereto;
	 
	 	 
	“Participant’s Options”

	 	the total number of Options granted to the
Participant as detailed in the Schedule hereto;
	 
	 	 
	“Participant’s Shares”

	 	the Shares (if any) granted to a Participant
pursuant to Clause 5.2;






 









 






	 	 	 
	“Relevant Date”

	 	the date on which the Options are granted to the
Participant as is referred to in the Schedule;
	 
	 	 
	“Sale”

	 	any sale by all or any of the shareholders in the
Company of an amount in excess of 50% of the
Shares or the shares of any Subsidiary;
	 
	 	 
	“Schedule”

	 	the relevant schedule(s) hereto that shall name
and apply to the Participant;
	 
	 	 
	“Scheme”

	 	the Redgate Media Inc. Founders Share Option
Scheme pursuant to this Document;
	 
	 	 
	“Shares”

	 	the issued and outstanding shares in the capital
of the Company from time to time;
	 
	 	 
	“Shareholders Agreement”

	 	such Shareholders Agreement as shall be in force
from time to time between the holders of the
Shares;
	 
	 	 
	“Termination Date”

	 	the date on which the relevant Participant shall
cease to be a member of the Scheme.







	 	1.2	 	In this Document, unless the context requires otherwise, words expressed in the
singular shall include the plural and vice versa.






	2.	 	BACKGROUND






	 	2.1	 	The Company is carrying on the business as the holding company for an
advertising and media investment and management business in Hong Kong and the People’s
Republic of China.
	 
	 	2.2	 	The Participants are employees of any Group Company or other persons carrying
on services for any Group Company that may from time to time satisfy the conditions of
this Document and have been nominated by the Board.
	 
	 	2.3	 	The terms of this Scheme have been created for Participants to be awarded
certain Options in consideration of their services to the Group Companies but subject
to the terms of this Document.






	3.	VESTING OF OPTIONS
	 
	 	3.1	 	The vesting of the Participants Options under this Scheme shall be in three
equal tranches, so that one third of the Participant’s Options shall vest on each of
the first three anniversaries of the Relevant Date.
	 
	 	3.2	 	The parties accept that the Relevant Date may be deemed to be prior to the date
hereof,
in which event each of the Participant and the Company agrees to be bound by the
terms hereof with effect from the Relevant Date.




 









 












	 	3.3	 	None of the Participants shall be permitted to sell or transfer or otherwise
part with all or any of the legal or beneficial ownership of the Options otherwise than
in accordance with the provisions of this Document.






	4.	 	TERMINATION OF OPTIONS






	 	4.1	 	The Options created under this Document shall be terminated (if they have not
been exercised) on any “Terminating Event” whereupon the Participant (and/or its
successors in title) shall have no further rights to the Participant’s Options
whatsoever.
	 
	 	4.2	 	For the purposes of this Document, a Terminating Event shall occur:-






	 	4.2.1	 	on the tenth anniversary of the Relevant Date;
	 
	 	4.2.2	 	if the Participant shall cease to be employed by any Group
Company for whatever reason (whereupon the terms of Clause 10 hereof shall
apply);
	 
	 	4.2.3	 	if the Participant shall die or be incapacitated or suffer a
serious illness (whereupon the terms of Clause 10 shall apply);
	 
	 	4.2.4	 	if the Participant shall become bankrupt;
	 
	 	4.2.5	 	on any Listing or Sale (whereupon the terms of Clauses 8 and 9
hereof respectively shall apply).






	5.	 	EXERCISE OF OPTIONS






	 	5.1	 	On the vesting of any Participant’s Options in accordance with the Scheme, the
provisions of this Clause 5 shall apply.
	 
	 	5.2	 	The exercise of any Option may be effected at any time after vesting by a
written notice from the Participant to the Company which shall:-






	 	5.2.1	 	only be given in respect of any Options that have vested in the
Participant;
	 
	 	5.2.2	 	specify the number of Shares in respect of which such Options
are exercised;
	 
	 	5.2.3	 	be accompanied by payment to the Company of an amount equal to
the number of Shares specified multiplied by the Exercise Price;
	 
	 	5.2.4	 	be accompanied by the Participant’s copy of the relevant
Schedule(s) for cancellation or amendment (as the case may be); and
	 
	 	5.2.5	 	be in such format as the Board may lay down from time to time.






	 	5.3	 	As soon as is reasonably practicable after a valid notice exercising an Option
has been given, the Board shall allot on behalf of the Company to the Participant the number
of




 









 












Shares in respect of which the notice was validly given and, such Shares shall be
deemed to be allotted on the date on which the notice of exercise was deemed have
been received by the Company.




	 	5.4	 	Within fourteen (14) days after allotting any Shares under the Scheme, the
Board shall:-






	 	5.4.1	 	issue to the Participant a definitive share certificate in
respect of the Shares so allotted; and
	 
	 	5.4.2	 	if the Options remain partially unexercised, amend the Schedule
returned pursuant to Clause 5.2.4 together with such original Schedule as shall
be retained by the Company to reflect the remaining Options not so exercised.






	6.	 	TERMS OF PARTICIPANT’S SHARES
	 
	 	 	On the issuance of the Participant’s Shares pursuant to Clause 5.4, such Shares shall rank
pari passu with all other Shares of the same class in the Company save as set out in the
subsequent provisions of this Document. The holding of the Participant’s Shares shall also
be subject to the terms of the Shareholders’ Agreement.






	7.	 	ADJUSTMENT OF OR CHANGES IN SHARES






	 	7.1	 	In the event of a reorganisation, recapitalisation, change of share, stock
spilt, spin off, stock dividend, reclassification, sub-division of or combination of
shares, merger, consolidation or any other change in the corporate structure of shares
of capital stock of the Company (“Readjustment”) then the terms of this Clause 7 shall
apply provided that a Readjustment shall not include any offering of Shares for
subscription for cash or other consideration to any shareholders or third parties and
shall not apply where Shares are issued by the Company as the consideration in a
transaction.
	 
	 	7.2	 	Upon any Readjustment, the Board shall make such adjustment as it deems
appropriate to the number and kind of Shares that shall be subject to the Options or in
the Exercise Price provided however that no such adjustment shall give the Participant
any additional benefit under the Scheme save as is set out in these Rules.
	 
	 	7.3	 	In the event that the Board shall make an adjustment pursuant to Clause 7.2,
then such adjustment may be made to one or more of the following as the Board in their
absolute discretion shall determine namely:-






	 	7.3.1	 	the number of Shares in respect of which the Options may be exercised;
	 
	 	7.3.2	 	the Exercise Price; and/or
	 
	 	7.3.3	 	any other term of any such Option.






	 	7.4	 	Except in the case of a capitalisation issue, no adjustment under Clause 7.2
shall be made without the prior confirmation in writing by the auditors for the time
being of the Company that it is in their opinion fair and reasonable.




 









 












	 	7.5	 	No adjustment shall be made under Clause 7.2 which would cause the Exercise
Price payable for any Share to be less than the nominal value of that Share.
	 
	 	7.6	 	It is the intention that any adjustment pursuant to Clause 7.2 shall, save for
exception circumstances, result in each Participant being entitled to subscribe for the
same proportion of the equity capital of the Company as that to which Participant was
entitled to subscribe prior to the Readjustment, provided that, subject to the Board
complying with foregoing provisions of this Clause 7, the Participant shall be bound by
the Board’s determination in respect of the same.






	8.	 	LISTING






	 	8.1	 	In the event of any Listing then, notwithstanding the terms of Clause 3.1, all
of the Participants Options shall forthwith become exercisable, subject to the terms of
Clause 8.2.
	 
	 	8.2	 	For the avoidance of doubt, this Scheme shall terminate on the event of any
Listing and the Board shall give notice to all Participants in advance of the date of
Listing and such notice shall require the Participant to exercise all of its Options
prior to the Listing, and if it shall fail to do so, then the Participant shall be
obliged to deliver up its unexercised Options.






	9.	 	SALE OF THE COMPANY






	 	9.1	 	In the event that there shall be a Sale then, notwithstanding the terms of
Clause 3.1, all of the Participants Options shall forthwith become exercisable, subject
to the terms of Clause 9.2.
	 
	 	9.2	 	For the avoidance of doubt, this Scheme shall terminate on the event of any
Sale and the Board shall give notice to all Participants in advance of the date of Sale
and such notice shall require the Participant to exercise all of its Options prior to
the Sale, and if it shall fail to do so, then the Participant shall be obliged to
deliver up its unexercised Options.






	10.	 	TERMINATION OF EMPLOYMENT






	 	10.1	 	In the event of termination of the Participant’s employment with any Group
Company, then the terms of this Clause 10 shall apply.
	 
	 	10.2	 	In respect of any Options that shall have vested in the Participant at the date
of termination:-






	 	10.2.1	 	if the termination of the Participant’s employment shall have been made by the
relevant Group Company otherwise than for cause or shall have resulted from the
death, incapacity or serious illness of the Participant, then at the discretion
of the Company, the Company shall compensate the Participant or its estate, in
an amount equivalent to the Fair Value and the Participant shall have no further
rights in respect of the same; and




 









 












	 	10.2.2	 	in all other cases any such Options shall forthwith be terminated and the
Participant shall have no further rights in respect of the same.






	 	10.3	 	For the purposes of this Clause 10 the Participant’s employment shall be deemed to
have been terminated for cause if the relevant Group Company shall inform the
Participant that his or her employment has been terminated for reasons entitling
it to summarily dismiss the Participant at law from its employment by the relevant
Group Company or, if the same shall be challenged by the Participant, as
determined by the tribunal or court that shall finally deliver judgement on the
same.
	 
	 	10.4	 	For the purposes of Clause 10.2, the “Fair Value” shall be the fair and reasonable
value certified by the auditors of the Company as representing the market value of
the Participant’s Options and for which purpose:-






	 	10.4.1	 	any value attributable to a minority interest shall be disregarded;
	 
	 	10.4.2	 	the Options may (at the Company’s discretion) be treated as,
though they had already been exercised; and
	 
	 	10.4.3	 	the Exercise Price for such unexercised Options shall be
subtracted from such value.






	 	10.5	 	The Company shall have the period of twenty four months from the date of
termination of the Participant’s employment to make the payment pursuant to this
Clause.
	 
	 	10.6	 	In the event of any Termination Event then the Participant shall forthwith cease
to be a Participant whereupon the Company shall be entitled to remove such
Participant’s names and details from the Schedule hereto.






	11.	 	AGREEMENT AND AMENDMENTS






	 	11.1	 	This Document and its Appendices and Schedules set out the entire agreement
between the Company and the Participants relating to the Participant’s Options and
Shares in substitution for any previous agreement relating to either of the same and to
the exclusion of any representations or warranties made by any parties in respect of
the same.
	 
	 	11.2	 	The Company confirms that it shall be bound by the terms of this Document in
respect of the Participant’s holding of the Participant’s Options and Shares.
	 
	 	11.3	 	No amendment or variation of this Document shall be effective unless entered
into in writing and executed by the Company and Participants representing no less than
three quarters of the total number of vested Options provided that any Schedule for the
purpose of admitting any Participants shall only be executed by such Participant and
the Company.






	12.	 	NON-DISCLOSURE AND GENERAL RESTRICTIONS




 









 












	 	12.1	 	Without prejudice to the generality of any obligations set out in the
Participant’s contract of employment and the Shareholders Agreement, in the event that
any of the Participants shall cease to hold the Participant’s Options or Shares they
shall forthwith give up to the Company all copies of documentation and paperwork
relating to the Company as they may then have in their possession;
	 
	 	12.2	 	The Participants undertake to keep the terms of this Document wholly
confidential; and
	 
	 	12.3	 	None of the rights or obligations of the Participant herein are assignable.






	13.	 	NOTICE






	 	13.1	 	Any notice or communications shall be deemed to have been served or delivered
if sent:-






	 	13.1.1	 	By facsimile at the time of the despatch; or
	 
	 	13.1.2	 	By hand if left at the address below; or
	 
	 	13.1.3	 	By post, 48 hours after being put in the post with pre-paid postage and being
properly addressed






provided that, for the purposes of a notice under this Document, the following
addresses and facsimile numbers shall be used for service on the named parties
(unless all other parties are otherwise notified in writing):-



	 	 	 	 	 	 	 	 	 
	 

	 	Company — address
	 	 	:	 	 	Room 2703, 27th Floor, The Centrium, 60
	 

	 	 	 	 	 	 	 	Wyndham Street, Central, Hong Kong
	 

	 	facsimile number
	 	 	:	 	 	(852) 8106 8655
	 
	 	 	 	 	 	 	 	 
	 

	 	Participants — addresses
	 	 	):	 	 	As set out in the Schedule
	 

	 	 	 	 	) 	 	 	 
	 

	 	 	 	 	) 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	     facsimile number
	 	 	):	 	 	 







	14.	 	GOVERNING LAW






	 	14.1	 	This Document shall be governed by and construed in accordance with the laws of
the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong
Kong SAR”).
	 
	 	14.2	 	Each of the parties hereto irrevocably agrees that the courts of the Hong Kong
SAR shall have non-exclusive jurisdiction to hear and determine any suit, action or
proceedings and to settle any dispute, which may arise out of or in connection with
this Document and, for such purposes, irrevocably submits to the jurisdiction of such
courts.




 









 










IN WITNESS whereof the Company has caused its seal to be affixed to this Document dated as of
2nd
January 2004.




	 	 	 	 	 	 	 
	The common seal of

	 	 	)	 	 	 
	REDGATE MEDIA INC.

	 	 	)	 	 	[company seal]
	was hereunto affixed

	 	 	)	 	 	 
	in the presence of      Emily Kwok

	 	 	)	 	 	/s/ Emily Kwok