exv10w16






Exhibit 10.16




AMENDED RULES OF REDGATE MEDIA GROUP

EMPLOYEE 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 Group (formerly known as 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”
	 	these Amended Rules of the Redgate Media Group Employee
Share Option Scheme 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;
	 
	 	 	 	 
	 

	 	“Former Rules”
	 	the previously-applicable Rules of the Scheme dated
31st December 2004;
	 
	 	 	 	 
	 

	 	“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”
	 	any 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 either
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 Group Employee 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 holders of the Shares
and as the Board may determine is relevant to the
Participant’s holding of the Participant’s
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 Participants are employees or officers 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.
	 
	 	2.2	 	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.




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	 	2.3	 	These Rules have been adopted to replace the Former Rules. It is acknowledged
that, as the Former Rules were adopted at the time of the establishment of the Scheme,
the Schedule may include grants of Options which predate this Document, but which
grants the Company and the Participant nevertheless confirm shall be governed by this
Document.






	3.	 	VESTING OF OPTIONS






	 	3.1	 	Subject to the terms of this Document, 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	 	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	 	subject to Clause 10, if the Participant shall cease to be
employed by or act as an officer of any Group Company for whatever reason
(whereupon the remaining terms of Clause 10 hereof shall apply);
	 
	 	4.2.3	 	subject to Clause 10, if the Participant shall die or be
incapacitated or suffer a serious illness (whereupon the remaining terms of
Clause 10 shall apply);
	 
	 	4.2.4	 	if the Participant shall become bankrupt;
	 
	 	4.2.5	 	subject to the terms of Clause 8.1, on any Listing (whereupon
the remaining terms of Clause 8 shall apply); and
	 
	 	4.2.6	 	on a Sale (whereupon the terms of Clause 9 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.




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	 	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 notice complying with Clause 5.2
exercising an Option has been given by a Participant, the Board shall:-






	 	5.3.1	 	issue to the Participant a definitive certificate specifying
the number and description of the Participant’s Shares and the date of issuance
thereof, subject to the Participant having provided the Company with the
requisite due diligence information for such issuance; and
	 
	 	5.3.2	 	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.	 	NATURE OF PARTICIPANT’S SHARES
	 
	 	 	The Participant understands that Shares issued to it under the Scheme are common shares,
each of which will rank pari passu with all other common shares in the Company.
	 
	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,
where the Board so elects, shall not apply where Shares are issued by




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	 	 	 	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
exceptional 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, if
the Board makes a Relevant Determination as defined at Clause 8.2, all of the Relevant
Options (as also defined at Clause 8.2) shall forthwith be vested in the Participant(s)
to whom such Relevant Determination relates.
	 
	 	8.2	 	Prior to any Listing, the Board may make a “Relevant Determination” in relation
to any of the Options of any Participant whereby those Options that are the subject of
such Relevant Determination (“Relevant Options”) shall be vested in the Participant in
their entirety prior to the Listing.
	 
	 	8.3	 	Upon a Relevant Determination having been made, the Board shall give notice to
the Participant holding the Relevant Options in advance of the date of the Listing and
such notice shall inform the Participant that all of its Relevant Options shall




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	 	 	 	vest prior to the Listing but subject to the terms of Clause 8.4..






	 	8.4	 	For the avoidance of doubt:-






	 	8.4.1	 	in the event that there shall be more than one Listing, the
Board may make a Relevant Determination prior to each such Listing provided
that such Relevant Determination shall only relate to Relevant Options
exercisable in advance of the immediately subsequent Listing;
	 
	 	8.4.2	 	any Relevant Determination shall apply to such Participants
and such Options as the Board shall in its absolute discretion determine; and
	 
	 	8.4.3	 	any Relevant Options shall, notwithstanding vesting, (i) not
be exercisable by the Participant until after the Listing and for any further
period thereafter as the Board shall in its absolute discretion determine; and
(ii) upon exercise be subject to such “lock in” period as the Board may
determine from time to time.






	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 (or, in the case of officers, if the Participant shall cease to be an officer
of any Group Company), then the terms of this Clause 10 shall apply. For the purposes
of this Clause 10 termination shall include the death of the Participant.
	 
	 	10.2	 	In respect of any Options that either (i) shall not have vested in the
Participant (“Unvested Options”); or (ii) which shall have vested but which shall not
have been exercised by the Participant (“Unexercised Options”), in each case at the
date of termination:-






	 	10.2.1	 	if the termination shall have been for cause then the Participant shall have
no further rights in respect of the Unexercised Options
	 
	 	10.2.2	 	in all other cases of termination, the Company shall compensate the
Participant or its estate (as the case may be), in an amount equivalent to




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	 	 	 	the Fair Value of the Unexercised Options only and the Participant shall
have no further rights in respect of the same;






	 	10.2.3	 	for the avoidance of doubt, any Unvested Options shall forthwith be forfeited
upon termination of the Participant’s employment for whatever reason and the
Participant shall have no further rights nor right of payment in respect of the
same; and
	 
	 	10.2.4	 	The Participant agrees to sign such forms as are reasonably required by the
Company from time to time to confirm that it has no further rights other than
as aforesaid (and in this regard hereby irrevocably grants a power of attorney
to such person that shall be nominated by the Board from time to time should
the Participant fail to execute such forms).






	 	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 Unexercised Option and for which purpose:-






	 	10.4.1	 	any value attributable to a minority interest shall be disregarded;
	 
	 	10.4.2	 	the Unexercised 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 or the Participant ceasing to be an
officer (as the case may be) to make the payment pursuant to this Clause. If,
during such period, the Participant shall be in breach of any of its non
competition or confidentiality or other covenants in favour of any group companies
that shall survive termination or its employment then the Participant shall
forfeit all further rights to the same.
	 
	 	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.
	 
	 	10.7	 	Notwithstanding the foregoing, the Board may at its discretion permit any




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	 	 	 	Participant (or its estate, as the case may be) to continue to hold any
Unexercised Options after the termination of its employment provided that such
Unexercised Options shall continue to be subject to the terms of this Document
other than this Clause 10.






	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
(including the Former Rules) 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




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	 	 	 	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
	 	 	:	 	 	Suite 2703, The Centrium, 60 Wyndham
Street, Central, Hong Kong SAR, China
	 

	 	facsimile number
	 	 	:	 	 	+852.3102.3889
	 
	 	 	 	 	 	 	 	 
	 

	 	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 31
December 2009.




	 	 	 	 	 
	The common seal of

	 	 	)	 
	REDGATE MEDIA GROUP

	 	 	 )     /s/ Robert W.H.S. Young

	was hereunto affixed

	 	 	)	 
	in the presence of

	 	 	)	 






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SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Exercise	 	 	 	 	 	 	 	 
	Name of	 	HKID/	 	 	 	 	 	 	Price per	 	 	 	 	 	 	Relevant	 
	Participant	 	Passport No.	 	 	Address	 	 	Option	 	 	No. of Options	 	 	Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	This Schedule is deemed to form part of the AMENDED REDGATE MEDIA GROUP. Employee Share
Option Scheme.
	 
	 	 	The Participant hereby confirms that he or she has read the rules of such Scheme dated [          ]
(“Rules”) and agrees to be bound by the terms of the Rules with effect from the Relevant Date.





	 	 	 
	 
	 	 
	 


	 	 
	Accepted
	 	 
	 
	 	 
	 
	 	 
	 


	 	 
	For and on behalf of

	 	 
	REDGATE MEDIA GROUP
	 	 






Dated [                    ]





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